/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/091127.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, November 27, 2009, Vol. 13, No. 328 Headlines ABITIBIBOWATER INC: ACI and ABUH Report Third Quarter Results ABITIBIBOWATER INC: Bowater Inc. & BNS Report Q3 Results ABITIBIBOWATER INC: Canada Agency Tackles C$1.3BB Pension Shortage ACA REAL ESTATE: Oversec. Creditor Gets Default Rate Postpetition ADELPHIA COMMS: Recovery Trust Has Settlement with Motorola AMACORE GROUP: String of Losses Continue; Q3 Net Loss at $7.2MM ARCH ALUMINUM & GLASS: Case Summary & 20 Largest Unsec. Creditors ASARCO LLC: Vedanta Seeks Return of $50MM Deposit, Reimbursement ASSOCIATED BANC: S&P Shifts Counterparty Credit Ratings to 'BB+/B' AUTOBACS STRAUSS: Sues Pep Boys for Landlord Interference BERRY PLASTICS: Reports Third Straight Year of Losses BIOJECT MEDICAL: Registers 150,000 Shares Under Benefit Plan CAPMARK FINANCIAL: Committee Has Protocol for Sharing Information CAPMARK FINANCIAL: Consultants Want Prompt Decision on Agreement CAPMARK FINANCIAL: Proposes KPMG as Accounting Advisor CAPMARK FINANCIAL: Proposes Lazard as Investment Banker CENTAUR PA: Valley View Downs Letter of Credit Maturity Extended CHEMTURA CORP: Court Allows Fees Totalling $13.6 Million CHEMTURA CORP: Sees Further Growth in Antioxidant Business CHRYSLER LLC: Amends Newark Plan Purchase Agreement CHRYSLER LLC: Gets Nod to Assume & Assign Crown Group's Sublease CHRYSLER LLC: New Chrysler to Take Over CIC Contracts CHRYSLER LLC: Settles Three Priority Tax Claims CARABEL EXPORT: Plan Now with Creditors; Conf. Hearing on Feb. 22 CASCADIA PROJECT: Must Restructure $75MM Loan to Avert Liquidation CATALYST PAPER: S&P Downgrades Corporate Credit Rating to 'CC' CINRAM INTERNATIONAL: Moody's Changes Default Rating to 'Caa1/LD' CIRTRAN CORP: Reports $1.2 Million Net Loss for Sept. 30 Quarter CLEM CARINALLI: AG Probes Loans Made by Sonoma University CLIFFORD ROBINSON: Files Amended List of Largest Unsec. Creditors CONSECO INC: Paulson Discloses Ownership of 9.9% of Common Stock CONSECO INC: Registers Proposed Public Sale of $230MM Common Stock CONSPIRACY ENTERTAINMENT: Swings to $5.3MM Net Loss for Q3 2009 COOPER-STANDARD: Plan Exclusivity Extended to March 31 COYOTES HOCKEY: Stotland Plans to Buy Coyotes, Won't Transfer Team DANA HOLDING: Moody's Gives Stable Outlook, Affirms 'Caa2' Rating DBSD NORTH AMERICA: DISH Network & Sprint Appeal Confirmation DELTA AIR LINES: Executives Dispose of Shares DR HORTON: S&P Affirms Corporate Credit Rating at 'BB-' DUBAI WORLD: Int'l Banks Exposed; Fire Sale of Assets Feared DUBAI WORLD: Port Unit DP World Not Part of Restructuring EASTER SEALS: Two Day Care Centers Eye Property at Green Hills ENTERPRISE PRODUCTS: Moody's Puts Ba1 Rating on 7.00% Jr. Notes EPIC AIRCRAFT: Has Four Potential Bidders for Assets ESCADA AG: US Unit Extends Removal Period Until February 10 ESCADA AG: US Unit Proposes Dec. 24 Claims Bar Date FAIRPOINT COMMS: Gets Final Nod to Honor Employee Obligations FAIRPOINT COMMS: Net Loss at $77.3 Million at Third Quarter FAIRPOINT COMMS: Proposes Settlement With Capgemini FIRST REGIONAL: Receives Nasdaq Non-Compliance Notice FLYING J: To Sell Oil & Gas Production Biz to Citation for $92MM FOUNTAIN POWERBOAT: Plan Offers 5% to 18% Recovery for Unsecureds FOUNTAIN VILLAGE: Beardsley Faces Lawsuit Over Default FOURTH QUARTER 118: Has Until December 4 to File Schedules FOURTH QUARTER XLVII: Has Until December 4 to File Schedules FREEDOM COMMUNICATIONS: Appeals Denial of Houlihan Lokey Fixed Fee FREEDOM COMMUNICATIONS: Sets to Sell Tribune to Thirteenth Street GENERAL MOTORS: Labor Chief Klaus Franz Says Opel Unacceptable GENERAL MOTORS: Saab Union Dismayed on Koenigsegg Deal Collapse GENMAR HOLDINGS: Wood Can Use Cash Collateral Until January 15 GLASSLINE PARTNERSHIP: Files Schedules of Assets and Liabilities GLOBAL ENERGY: To Liquidate Non-Core Assets in Bankruptcy GLOBAL ENERGY: Case Summary & 20 Largest Unsecured Creditors GOLDEN EAGLE: Posts $619,000 Net Loss for September 30 Quarter GRAHAM PACKAGING: Closes $253.3MM Offering of 8-1/4% Senior Notes GREEKTOWN HOLDINGS: Noteholders Amend Alternative Plan GREEKTOWN HOLDINGS: Proposes to Extend FIB Letter of Credit Pact GREEKTOWN HOLDINGS: Rejects Miller Parking Co. Contract GREENSHIFT CORP: Posts $3.46-Mil. Net Loss for Sept. 30 Quarter GREYSTONE PHARMACEUTICALS: Taps John Ryder as Bankruptcy Counsel GREYSTONE PHARMACEUTICALS: Wants to Obtain DIP Loan from BLN HERCULES CHEMICAL: Bankruptcy Court Hearing on Plan Dec. 22 IMPERIAL INDUSTRIES: Posts $1.8MM Q3 Net Loss; CFO Resigns IMPERIAL INDUSTRIES: Receives Nasdaq Deficiency Notice IPCS INC: Gabelli Funds Owns 5.81% of Outstanding Stock IPCS INC: Sprint Nextel Files Amendment No. 4 to Tender Offer JDA SOFTWARE: S&P Affirms Corporate Credit Rating at 'BB-' KB TOYS: U.S. Trustee Objects Ch. 11 Dismissal Bid LANDAMERICA FIN'L: OneStop Proposes Dec. 13 Claims Bar Date LANDAMERICA FIN'L: OneStop Proposes Transition Agreement LEHMAN BROTHERS: HKMA Says 334 Cases Set for Further Action LEHMAN BROTHERS: Seeks to Collect Unpaid Employee Loans LEHMAN BROTHERS: Still Fixing Discrepancies in Securities Data LYONDELL CHEMICAL: Blames LBO Litigation for Plan Delay MASTEC INC: Moody's Affirms Corporate Family Rating at 'Ba3' MDWERKS INC: Reports $2.3 Million Net Loss for Sept. 30 Qtr. MERUELO MADDUX: Exclusive Plan Proposal Period Expires Nov. 30 MERUELO MADDUX: Pushes One-Day Auction on Building MOONLIGHT BASIN: Can Access $1.4 Million to Conduct Business MOONLIGHT BASIN: Files Schedules of Assets & Liabilities MOONLIGHT BASIN: Sec. 341 Meeting Set for December 9 MOONLIGHT BASIN: Taps Browning Kaleczyc as Special Counsel MOONLIGHT BASIN: Wants to Hire Patten Peterman as Bankr. Counsel MPM TECHNOLOGIES: Reports $350,000 Net Loss for Sept. 30 Quarter MSGI SECURITY: Posts $3.2MM Net Loss at Sept. Qtr; Has $223 Cash NATIONAL CONSUMER: Fitch Downgrades Issuer Default Rating to 'B' NATIONAL GOLD: Ch. 11 Trustee Seeks to Sell Hockey Season Tickets NEW ORIENTAL: Receives Non-Compliance Notice From Nasdaq NOBLE INTERNATIONAL: Creditors File Objection to Liquidation Plan NOVADEL PHARMA: Receives $113,944 From Sale of Shares to Seaside NORTEL NETWORKS: Workers Lose Appeal for Severance Pay NUTRACEA: U.S. Trustee Appoints 5-Member Creditors Committee PACIFIC ETHANOL: Prepares to Resume Ops. at Magic Valley Facility PACIFIC LIFESTYLE: Unsecured Creditors to Recover 12% of Claims PENN TRAFFIC: Asks Court to Extend Filing of Schedules by 45 Days PENN TRAFFIC: Sec. 341 Meeting Set for December 23 PENN TRAFFIC: Taps Haynes and Boone as Bankruptcy Counsel PENN TRAFFIC: Wants to Hire Morris Nichols as Co-Counsel PETTERS WORLDWIDE: Court Approves Payouts to Five Firms PILGRIM'S PRIDE: USDA Challenged Firm's Reorganization Plan PILGRIM'S PRIDE: American Appraisal Hired as Valuation Consultant PILGRIM'S PRIDE: Equity Panel Has OK for Houlihan as Fin'l Advisor PILGRIM'S PRIDE: Has OK to Tap Guantao for Anti-Dumping Probe PILGRIM'S PRIDE: Sues Old Republic on Letter of Credit Dispute PIXMAN NOMADIC: Expects to File Annual Fin'l Statements by Dec. 18 RAHAXI INC: Sept. 30 Balance Sheet Upside Down by $4,051,640 PROTOSTAR LTD: Wants Exclusivity Extension Until February READER'S DIGEST: Asks for Plan Exclusivity Until Feb. 22 READER'S DIGEST: Proposes to Enter Into 2 Corporate Office Leases READER'S DIGEST: Proposes to Pay Seiden Krieger READER'S DIGEST: Wants March 22 Lease Decision Deadline REFCO INC: Bear Stearns, et al., Transfer Claims to Chase Lincoln REFCO INC: Stipulation Reducing GECC Claims to $588,000 REMEDIATION FINANCIAL: Court Continues DS Hearing on January 6 RESERVE PRIMARY: Court Orders Pro-Rata Distribution to Investors RETAIL PRO: Seeks Voluntary Conversion to Chapter 7 SAKS INCORPORATED: Fitch Affirms Issuer Default Rating at 'B-' SEMGROUP ENERGY: Vitol Deal Closes; To Change Name to Blueknight SEMGROUP ENERGY: Wachovia Credit Revolver Reduced to $40 Million SEMGROUP LP: Bettina Whyte Named Litigation Trustee Under Plan SEMGROUP LP: Gets Nod to Pay $400,000 Bonus to Terry Ronan SEMGROUP LP: Proposes Settlement With Targa Liquids SEMGROUP LP: Reaches Deal With BP Oil on Funds Release SHALAN ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors SHERWOODCLAY-AUSTIN: Has Until November 30 to File Schedules SILICON GRAPHICS: Terminates Registration of Common Shares SOUTH BEACH SECURITIES: Dist. Ct. Rejects Tax Avoidance Plan SPRINT NEXTEL: Receives Regulatory Approvals for iPCS Acquisition STALLION OILFIELD: Texas Comptroller Objects to Plan STARCO VENTURES: Case Summary & 5 Largest Unsecured Creditors STATION CASINOS: Claims Bar Date Extended to January 15 STATION CASINOS: Committee Reports LBO Was Not Fraudulent Transfer STATION CASINOS: Plan Exclusivity Extended to Dec. 11 STATION CASINOS: Records $455.4 Million Net Loss for Q3 STEWART & STEVENSON: S&P Corrects Press Release; Junks Rating TALLYGENICOM LP: U.S. Case Dismissed This Month on Request TATANKA DEVELOPMENT: Sec. 341 Meeting Set for December 21 TAYLOR-WHARTON: Court Extends Schedules Filing Until Jan. 18 TAYLOR-WHARTON: Taps Reed Smith as Bankruptcy Counsel THOMAS SCHULTHEIS: Voluntary Chapter 11 Case Summary TRILOGY DEVELOPMENT: KC Scaffold Seeks Payment for Lease TROPICANA ENT: Adamar of NJ Proposes to Renew D&O Insurance TROPICANA ENT: Atlantic City Purchase Price Stays at $200 Million TROPICANA ENT: NJ Debtors Seek to Extend Cash Collateral Period TRUMP ENTERTAINMENT: Beal to Present Outline of Own Plan Dec. 11 TRUMP ENTERTAINMENT: D. Trump Discloses Ownership of 8.29% Common UAL CORP: Wilmington Trust to Purchase $810.3MM of Equipment Notes VANGENT INC: S&P Downgrades Corporate Credit Rating to 'B' WAVERLY GARDENS: Wants to Get DIP Loan Ext. from First Tennessee WORKSTREAM INC: Chairman Mullarkey Assumes President, CEO Roles YRC WORLDWIDE: Offers Non-Compete Agreement With Execs YRC WORLDWIDE: Sells Contract Carriage Biz for $34MM Cash + Debt ZAIS INVESTMENT: Receives Notice of Acceleration From Noteholders * FDIC's Deposit Insurance Has Negative $8.2BB Balance at Sept. * Toss of Holland & Knight Malpractice Suit Affirmed * BOOK REVIEW: Corporate Players - Designs for Working and Winning Together ********* ABITIBIBOWATER INC: ACI and ABUH Report Third Quarter Results ------------------------------------------------------------- ABITIBI-CONSOLIDATED INC. & ABITIBIBOWATER US HOLDING LLC Combined Balance Sheet Information (Under Creditor Protection Proceedings as of April 16 & 17, 2009) As of September 30, 2009 ASSETS Current Assets: Cash and cash equivalents $185,000,000 Accounts receivable, net 343,000,000 Accounts receivable from affiliates 7,000,000 Inventories, net 301,000,000 Assets held for sale 526,000,000 Other current assets 23,000,000 --------------- Total Current Assets 1,385,000,000 Fixed assets, net 2,126,000,000 Amortizable intangible assets, net 475,000,000 Other assets 302,000,000 --------------- Total Assets $4,288,000,000 =============== LIABILITIES AND DEFICIT Liabilities not subject to compromise: Current Liabilities: Accounts payable and accrued liabilities $283,000,000 Debtor-in-possession financing 55,000,000 Short-term bank debt 347,000,000 Current portion of long-term debt 651,000,000 Liabilities associated with assets held for sale 66,000,000 --------------- Total Current Liabilities 1,402,000,000 Long-term debt, net 35,000,000 Pension & other postretirement projected benefit obligations 57,000,000 Other long-term benefits 103,000,000 Deferred income taxes 80,000,000 --------------- Total Liabilities Not Subject to Compromise 1,677,000,000 Liabilities Subject to Compromise 3,265,000,000 --------------- Total Liabilities 4,942,000,000 Commitments and Contingencies Deficit: ACI and AbitibiBowater US Holding LLC shareholders' deficit: Common stock 2,287,000,000 Additional paid-in capital 377,000,000 Deficit (2,696,000,000) Accumulated other comprehensive loss (690,000,000) --------------- Total Abitibi-Consolidated Inc. and AbitibiBowater US Holding LLC shareholders' deficit (722,000,000) Non-controlling interests 68,000,000 --------------- Total Deficit (654,000,000) Total Liabilities and Deficit $4,288,000,000 =============== ABITIBI-CONSOLIDATED INC. & ABITIBIBOWATER US HOLDING LLC Combined Statements of Operations Information (Under Creditor Protection Proceedings as of April 16 & 17, 2009) Three Months Ended September 30, 2009 Sales $566,000,000 Cost and expenses: Cost of sales 498,000,000 Depreciation, amortization and cost of timber 80,000,000 Distribution costs 65,000,000 Selling and admin. expenses 32,000,000 Closure costs, impairment & other (80,000,000) Net gain on disposition of assets (38,000,000) --------------- Operating loss 9,000,000 Interest expense (86,000,000) Other (expense) income, net (33,000,000) --------------- Loss before reorganization items & income taxes (110,000,000) Reorganization items, net (107,000,000) --------------- Loss before income taxes (217,000,000) Income tax (provision) benefit (27,000,000) --------------- Net loss including non-controlling interests (244,000,000) Net loss (income) attributable to non-controlling interests 3,000,000 --------------- Net loss attributable to ACI & AbitibiBowater ($241,000,000) US Holding LLC =============== ABITIBI-CONSOLIDATED INC. & ABITIBIBOWATER US HOLDING LLC Combined Statements of Cash Flows Information (Under Creditor Protection Proceedings as of April 16 & 17, 2009) Three Months Ended September 30, 2009 Cash Flows from Operating Activities: Net loss including non-controlling interests ($244,000,000) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Share-based compensation - Depreciation, amortization and cost of timber 80,000,000 Closure costs, impairment & other (80,000,000) Write-downs of mill stores inventory - Deferred income taxes 40,000,000 Net pension contributions 33,000,000 Net gain on disposition of assets (38,000,000) Gain on extinguishment of debt - Amortization of debt discount (premium), net - Loss (gain) on translation of foreign currency debt 41,000,000 Non-cash reorganization items, net 95,000,000 DIP financing costs - Changes in working capital: Accounts receivable 5,000,000 Inventories 34,000,000 Other current assets (3,000,000) Accounts payable & accrued liabilities 84,000,000 Other, net (73,000,000) --------------- Net cash (used in) provided by operating activities (26,000,000) Cash Flows from Investing Activities: Cash invested in fixed assets (17,000,000) Dispositions of assets 49,000,000 Decrease (increase) in deposit requirements for letters of credit, net 21,000,000 Cash received in monetization of derivative financial instruments - --------------- Net cash provided by (used in) investing activities 53,000,000 Cash Flows from Financing Activities: Cash dividends to non-controlling interests - DIP financing 25,000,000 DIP financing costs 1,000,000 Term loan financing - Term loan payments - Short-term financing, net - Issuance of long-term debt - Payments of long-term debt - Payments of financing fees - --------------- Net cash provided by (used in) financing activities 26,000,000 --------------- Net increase (decrease) in cash & cash equivalents 53,000,000 Cash & cash equivalents: Beginning of period 132,000,000 --------------- End of period $185,000,000 =============== About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 29 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Bowater Inc. & BNS Report Q3 Results -------------------------------------------------------- BOWATER INCORPORATED AND BOWATER NEWSPRINT SOUTH LLC Combined Balance Sheet Information (Under Creditor Protection Proceedings as of April 16 & 17, 2009) As of September 30, 2009 ASSETS Current Assets: Cash and cash equivalents $384,000,000 Accounts receivable, net 372,000,000 Accounts receivable from affiliates 73,000,000 Inventories, net 297,000,000 Other current assets 79,000,000 --------------- Total Current Assets 1,205,000,000 Fixed assets, net 1,975,000,000 Goodwill 56,000,000 Other assets 240,000,000 --------------- Total Assets $3,476,000,000 =============== LIABILITIES AND DEFICIT Liabilities not subject to compromise: Current Liabilities: Accounts payable and accrued liabilities $242,000,000 Debtor-in-possession financing 206,000,000 Short-term bank debt 332,000,000 --------------- Total Current Liabilities 780,000,000 Pension & other postretirement projected benefit obligations 16,000,000 Other long-term benefits 41,000,000 Deferred income taxes 246,000,000 --------------- Total Liabilities Not Subject to Compromise 1,083,000,000 Liabilities Subject to Compromise 2,986,000,000 --------------- Total Liabilities 4,069,000,000 Commitments and Contingencies Deficit: Bowater Inc. and Bowater Newsprint South LLC shareholders' deficit: Common stock - Exchangeable shares 173,000,000 Additional paid-in capital 2,125,000,000 Note receivable from AbitibiBowater Inc. (746,000,000) Deficit (2,017,000,000) Accumulated other comprehensive loss (199,000,000) --------------- Total Bowater Inc. and Bowater Newsprint South LLC shareholders' deficit (664,000,000) Non-controlling interests 71,000,000 --------------- Total Deficit (593,000,000) --------------- Total Liabilities and Deficit $3,476,000,000 =============== BOWATER INCORPORATED AND BOWATER NEWSPRINT SOUTH LLC Combined Statements of Operations Information (Under Creditor Protection Proceedings as of April 16 & 17, 2009) Three Months Ended September 30, 2009 Sales $529,000,000 Cost and expenses: Cost of sales 389,000,000 Depreciation, amortization and cost of timber 67,000,000 Distribution costs 56,000,000 Selling and admin. expenses 18,000,000 Closure costs, impairment & other charges 36,000,000 Net gain on disposition of assets - --------------- Operating loss (37,000,000) Equity in loss of Abitibi-Consolidated Inc. - Interest expense (30,000,000) Other (expense) income, net 8,000,000 --------------- Loss before reorganization items & income taxes (59,000,000) Reorganization items, net (193,000,000) --------------- Loss before income taxes (252,000,000) Income tax (provision) benefit (7,000,000) --------------- Net loss including non-controlling interests (259,000,000) Net loss (income) attributable to non-controlling interests 5,000,000 --------------- Net loss attributable to Bowater Incorporated and Bowater Newsprint South LLC ($254,000,000) =============== BOWATER INCORPORATED AND BOWATER NEWSPRINT SOUTH LLC Combined Statements of Cash Flows Information (Under Creditor Protection Proceedings as of April 16 & 17, 2009) Three Months Ended September 30, 2009 Cash Flows from Operating Activities: Net loss including non-controlling interests ($259,000,000) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Share-based compensation 1,000,000 Depreciation, amortization and cost of timber 67,000,000 Closure costs, impairment and other charges 36,000,000 Write-downs of mill stores inventory 5,000,000 Deferred income taxes 14,000,000 Equity in loss of subsidiaries - Net pension contributions - Net gain on disposition of assets - Amortization of debt discount (premium), net 3,000,000 Loss (gain) on translation of foreign currency debt (2,000,000) Non-cash reorganization items, net 179,000,000 DIP financing costs - Interest receivable from AbitibiBowater Inc. - Changes in working capital: Accounts receivable (51,000,000) Inventories 29,000,000 Other current assets (2,000,000) Accounts payable & accrued liabilities 33,000,000 Other, net (19,000,000) --------------- Net cash (used in) provided by operating activities 34,000,000 Cash Flows from Investing Activities: Cash invested in fixed assets (10,000,000) Dispositions of assets 1,000,000 Increase in L/C deposit requirements, net 15,000,000 --------------- Net cash provided by (used in) investing activities 6,000,000 Cash Flows from Financing Activities: DIP financing - DIP financing costs (3,000,000) Short-term financing, net - Payments of long-term debt - Payments of bank credit facility fees - --------------- Net cash provided by (used in) financing activities (3,000,000) --------------- Net increase (decrease) in cash & cash equivalents 37,000,000 Cash & cash equivalents: Beginning of period 347,000,000 --------------- End of period $384,000,000 =============== About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 29 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Canada Agency Tackles C$1.3BB Pension Shortage ------------------------------------------------------------------ Canadian Federal Finance Minister Jim Flaherty is set to meet with the union and management of AbitibiBowater, Inc., to deal with a C$1.3 billion pension fund shortfall, Reuters reported. The meeting, which was confirmed by Ted Menzies, parliamentary secretary to the minister, in a meeting at the House of Commons on November 20, 2009, heeded to the request of New Democrat lawmaker John Rafferty. Mr. Rafferty disclosed that the shortfall puts at risk "the retirement income of more than 30,000 Canadian families," according to NetNewsledger.com. There was no confirmation that the meeting would happen before December 1, 2009, as requested, the report added. Mr. Rafferty confirmed before the House that AbitibiBowater's management and The Communications, Energy and Paperworkers Union in Canada "had agreed to a plan to overcome a C$1.3 billion -- or US$1.2 billion -- in pension shortfall, but it needed provincial and federal government action," according to Reuters. Mike Lambert of CEP emphasized that absent the plan, "everyone's going to take a haircut on their pension an average of 25%," St. Catharines Standard reported. "We have a joint proposal with the CEP and are now in dialogue with the various provincial governments -- Quebec and Ontario, among others," AbitibiBowater spokesman Jean-Philippe Cote confirmed to St. Catharines Standard. "And the next step will be to reach to the federal level," Mr. Cote added. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 29 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ACA REAL ESTATE: Oversec. Creditor Gets Default Rate Postpetition ----------------------------------------------------------------- WestLaw reports that for the period between the petition date and the effective date of the debtor's Chapter 11 plan, an oversecured creditor was entitled to interest at the default rate of 10%, as provided in the parties' promissory note, not at the pre-default rate. The creditor most likely would have received the default rate in a hypothetical Chapter 7 liquidation, the bankruptcy court reasoned. The debtor was solvent, and the plan provided for 100% payout to unsecured creditors, who would not be prejudiced by the oversecured creditor receiving the default rate. The court rejected the debtor's argument that the confirmed plan controlled the interest rate for the period in question, explaining that the 7% interest rate specified in the plan applied to postpetition periodic payments, not to the interest rate for the postpetition/pre-confirmation period. In re ACA Real Estate LLC, --- B.R. ----, 2009 WL 2046046 (Bankr. M.D.N.C.) (Stocks, J.). ACA Real Estate, LLC, owns an office building which it values at $2,200,000. ACA sought chapter 11 protection (Bankr. M.D.N.C. Case No. 08-51055) on June 26, 2009, prior to the completion of the foreclosure proceeding. On October 23, 2008, the Debtor filed a proposed plan of reorganization and a disclosure statement. Following several amendments, the disclosure statement was approved by an order entered on January 12, 2009. Following a contested confirmation hearing on March 5, 2009, an order was entered on March 17, 2009, confirming the Debtor's plan of reorganization with the modifications set forth in the confirmation order. ACA is represented by William P. Janvier, Esq., Everett, Gaskins, Hancock & Stevens, in Raleigh. ADELPHIA COMMS: Recovery Trust Has Settlement with Motorola ----------------------------------------------------------- The Adelphia Recovery Trust and Reorganized Adelphia Communications Corporation disclosed that a conditional settlement among the Trust, ACC and Motorola in the lawsuit entitled Adelphia Communications Corporation, et al. v. Motorola, Inc., et al., Adversary Case No. 06-01558- REG). The parties to the settlement do not include claim transferees who hold portions of the Motorola Claim asserted against ACC Debtors' estates. Under the terms of the settlement, if the settlement becomes effective, Motorola will make a payment to the Trust and ACC, respectively, and the portion of the Motorola Claim assigned to the claim transferees will be deemed to be an Allowed ACC Trade Claim, thereby entitling the claim transferees to a distribution consistent with distributions received by holders of Allowed ACC Trade Claims and future distributions, if any, from the Trust and ACC on a pari passu basis with other ACC Trade Creditors. The portion of the Motorola Claim still held by Motorola will be waived in its entirety. One of the conditions to the settlement is that the Bankruptcy Court enter an order that becomes final and non-appealable within 90 days to the effect that the Motorola Claim against the ACC Debtors' estates (including the portion held by claim transferees) is only allowable against ACC and not against any other Debtors' estates. That issue may be contested by the claims transferees. There can be no assurance that this and other conditions will be satisfied in order to effectuate the terms of the settlement. If the settlement becomes effective, it will resolve all claims pending in the bankruptcy action, between Motorola, on the one hand, and ACC and the Trust. A copy of the Rule 9019 motion for settlement approval is available in the "Important Documents Adelphia Recovery Trust" section of Adelphia's Web site at: http://www.adelphiarestructuring.com/ The settlement was negotiated under the supervision of the Honorable Daniel Weinstein (Ret.). The Trust in its discretion may retain some or all of its settlement proceeds for funding its operations, including expenses incurred to maintain and administer the Trust and prosecute Trust litigation, all subject to the terms and conditions of the Plan and the Declaration of Trust. No decision has been made by the Trust as to the amount or timing of any distributions to Trust interest holders. ACC, with the prior approval of the Trust, may also retain some or all of its settlement proceeds for funding its operations, including expenses incurred to maintain and administer the ACC Debtors' Estate. No decision has been made by ACC as to the amount or timing of any excess reserve distributions. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a cable television company. Adelphia served customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Managed Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. That plan became effective on Feb. 13, 2007. AMACORE GROUP: String of Losses Continue; Q3 Net Loss at $7.2MM --------------------------------------------------------------- The Amacore Group, Inc., reported a net loss of $7,269,405 for the three months ended September 30, 2009, from a net loss of $11,175,656 for the year ago period. The Company reported a net loss of $6,318,259 for the nine months ended September 30, 2009, from a net loss of $29,849,189 for the same period a year ago. Total revenues from commissions, marketing fees and materials, and membership fees, were $7,088,082 for the three months ended September 30, 2009, from $8,552,653 for the year ago period. Total revenues were $21,965,998 for the nine months ended September 30, 2009, from $21,239,593 for the same period a year ago. At September 30, 2009, the Company had $17,631,062 in total assets against $21,817,237 in total liabilities and $1,211,000 in Redeemable preferred stock -- Zurvita Holdings. At September 30, the Company had accumulated deficit of $129,443,586 and stockholders' deficit of $5,397,175. At September 30, 2009, the Company had positive working capital of roughly $866,000, an accumulated deficit and negative cash flows from operating activities of roughly $12.1 million. For the nine months ended September 30, 2009, the Company had an operating loss of roughly $17.4 million. Amacore Group posted a net loss of $905,276 for the three months ended June 30, 2009, from a net loss of $5,322,596 for the same period in 2008. The Company posted net income of $951,146 for the six months ended June 30, 2009, from a net loss of $18,673,719 for the same period a year ago. At June 30, 2009, the Company had $18,535,952 in total assets against $21,828,742 in total liabilities, resulting in $3,292,790 in stockholders' deficit. According to the Company's Form 10-Q report filed with the Securities and Exchange Commission, the Company is currently in default under: -- a Promissory notes payable to investors and shareholders; bearing interest ranging from 8% to 10% per annum; due December 2006. About $415,000 was due under the notes payable as of September 30; -- a Convertible promissory note payable to investor; bearing interest at 7.5% per annum; due December 2006. About $100,000 was due under the notes payable as of September 30; -- a Promissory notes payable to investors and shareholders; bearing interest of 1.53% per annum; due through June 2004, increasing to 15% thereafter. About $114,950 was due under the notes payable as of September 30. The Notes payable are unsecured obligations of the Company. The Company believes that existing cash resources, together with increasing revenue and the expected continued support of its majority stockholder, will be sufficient to sustain current planned operations for the next 12 months. The Company raised $18.5 million from its majority stockholder in four tranches completed in January 2009, March 2009, June 2009 and September 2009. Although management believes that the Company's current cash position and anticipated revenue will be sufficient to meet its current levels of operations, additional cash resources may be required should the Company not meet its sales targets, exceed its projected operating costs, wish to accelerate sales or complete one or more acquisitions or if unanticipated expenses arise or are incurred. The Company does not currently maintain a line of credit or term loan with any commercial bank or other financial institution and has not made any other arrangements to obtain additional financing. The Company can provide no assurance it will not require additional financing. Likewise, it can provide no assurance if it needs additional financing that it will be available in an amount or on terms acceptable to the Company, if at all. "If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations," the Company said. 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?4a7d About Amacore Group Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) -- http://www.amacoregroup.com/-- provides health-related membership benefit programs, insurance programs, and other innovative and high-quality solutions to individuals, families and employer groups nationwide. Through its wholly owned subsidiary, LifeGuard Benefit Solutions Inc., Amacore now has the ability to provide administrative and back-office services to other healthcare companies in addition to expanding its own call center capability through its wholly-owned subsidiary, JRM Benefits Consultants LLC and US Heath Benefits Group Inc., a call center-based marketing company. Zurvita Inc., Amacore's newly formed, wholly-owned subsidiary specializing in direct to consumer multi-level marketing, provides yet another channel for Amacore's ever-increasing range of healthcare and healthcare-related products. Going Concern Doubt McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial results for the year ended December 31, 2008. The auditors pointed that the Company has suffered recurring losses from operations and has negative working capital. ARCH ALUMINUM & GLASS: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Arch Aluminum & Glass Co., Inc. fka Trident Consolidated Industries dba Arch Mirror North fka Arch, Inc. dba Arch Mirror South dba Architectural Safety Glass dba Arch Mirror West fka Arch Tulsa Acquisition Co. dba Arch Tempered Glass Products dba Arch Deco Glass 10200 N.W. 67th Street Tamarac, FL 33321 Bankruptcy Case No.: 09-36232 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Arch Aluminum L.C. 09-36235 AWP, LLC dba Yale-Ogron 09-36234 Arch Aluminum and Glass International Inc. 09-36236 AAG Holdings, Inc. 09-36233 Chapter 11 Petition Date: November 25, 2009 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson About the Business: Debtors' Counsel: Paul J. Battista, Esq. Genovese Jblove & Battista, P.A. 100 SE 2 St #4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 Email: pbattista@gjb-law.com Debtors' Special Corp. Counsel: Schnader Harrison Segal & Lewis LLP Debtors' Restructuring Services Provider: Phoenix Management Services Vincen J. Colistra (CRO) Debtors' Inv. Bankers: Michael Dillahunt and Piper Jaffrey & Co. Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 Debtor's List of 20 Largest Unsecured Creditors: http://bankrupt.com/misc/flsb09-36232.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Pilkington North $6,715,001 America Inc. 811 Madison Ave Toledo, OH 43604 Guardian Industries $5,563,805 4681 Collection Center Drive Chicago, IL 60693 PPG Industries Inc. $1,968,149 PO Box 360175 Pittsburg, PA 15251 William Bonnell Co Inc. $1,660,044 25 Bonnell Street Newman, GA 30263 Zeledyne LLC $1,405,266 PO Box 841426 Dallas, TX 75284 Solutia Inc. $1,220,053 Box 75098 Charlotte, NC 28275 Hydro Aluminum $906,929 North America MP PO Box 2599 Carol Stream, IL 60132 Rockford Trading Co $845,660 124 N Water Street Rockford, IL 61107 AGC Industries $561,723 PO Box 533108 Charlotte, NC 28290 C.R. Laurence $535,120 PO Box 58923 Los Angeles, CA 90058 Allmetal $463,676 97142 Eagle Way Chicago, IL 60678 Spraylat Corporation $440,587 24268 Network Place Chicago, IL 60673 Penske $411,124 PO Box 827380 Philadelphia, PA 19182 Walker Glass Co Ltd $326,471 9551 Ray Lawson Blvd Montreal, QU H1J 1L5 Ryder Truck Rental $218,400 11690 NW 105th Street Miami, FL 33178 Fenzi USA Inc. $209,584 Ir Security & Safety $194,859 Global Door Control Inc. $158,259 Lockton Companies LCL $156,734 Industrial Control Development $142,502 The petition was signed by Leon Silverstein, authorized officer of the board. ASARCO LLC: Vedanta Seeks Return of $50MM Deposit, Reimbursement ---------------------------------------------------------------- Daily Bankruptcy Review reports Vedanta Resources Plc, the losing bidder for ASARCO LLC, is asking the Debtor to return a $50 million deposit and cover its legal fees steaming from a more-than-year-long bidding war. As reported by the Troubled Company Reporter on November 18, 2009, Judge Andrew S. Hanen of the U.S. District Court for the Southern District of Texas confirmed on November 13, the Plan of Reorganization submitted by Asarco Incorporated and Americas Mining Corporation for ASARCO LLC, Southern Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master, Inc. After months of battling to gain control of ASARCO LLC's business, which has been churning out profits despite being in bankruptcy, Judge Hanen chose the Parent's Plan backed by Grupo Mexico SAB de C.V. over the Debtors' Plan sponsored by Sterlite (USA), Inc., and Vedanta Resources plc, to the disappointment of the Debtors' workers, the United Steelworkers of America AFL-CIO- CLC, and several governmental agencies, who supported the Debtors' Plan. The TCR on November 20, 2009, citing Daily Bankruptcy Review and Dow Jones Newswires, said Grupo Mexico has called a December 4 shareholders meeting to seek approval of its restructuring plan for ASARCO LLC. Dow Jones' Ken Parks said Grupo Mexico's plan requires it to put up $2.2 billion in cash and issue a promissory note to ASARCO's asbestos creditors for $280 million. Grupo Mexico said that to finance the $2.2 billion cash contribution it has committed $800 million and lined up $1.4 billion in loans from four financial institutions, Mr. Parks reported. A full-text copy of 135-page District Court ruling on the ASARCO plan is available for free at: http://bankrupt.com/misc/ASARCO_Plan_Ruling_111309.pdf Bankruptcy Court Judge Richard S. Schmidt twice issued a report and recommendation for the District Court to confirm the Parent Plan. Judge Hanen, however, gave ASARCO and Sterlite a chance to defend their Plan. The Competing Plans provide full payment for all creditors. Judge Hanen also reaffirmed what Judge Schmidt has said before -- that "even if the Debtors' Post-Confirmation Plan were considered, the Parent's Plan remains superior under Section 1129(c) analysis." Among the major issues hurled against the confirmation of the Parent Plan is Plan's alleged violation of the special successorship clause of the 2007 collective bargaining agreement between the USW and ASARCO LLC. The SSC requires that in the event of a change of control, which is defined to include a plan of reorganization, the buyer must recognize the USW and negotiate a new CBA. Judge Hanen, however, opined that: (a) the lack of a CBA does not bar confirmation of the Parent's Plan; (b) the SSC does not apply because exigent circumstances exist; and (c) the possibility of a strike does not make the Parent's Plan infeasible. Reorganized ASARCO The Debtors will be deemed consolidated under the Parent's Plan, solely for the limited purposes of voting and distribution under the Parent's Plan. Mark Roberts of Alvarez & Marsal Holdings, LLC, is appointed to serve as the Parent's Plan Administrator. Carlos Ruiz Sacristan, Agustin Santamarina and Jorge Lazalde Psihas are appointed to serve as members of the Board of Directors of Reorganized ASARCO from and after the Plan Effective Date. The Board of Reorganized ASARCO is to be expanded to include a representative of USW, to be chosen by the USW, if USW elects to accept the Parent's offer to extend the Collective Bargaining Agreement through June 30, 2011. Manuel E. Ramos Rada and Oscar Gonzalez Barron are appointed to serve as officers of Reorganized ASARCO from and after the Effective Date. On the Effective Date, the Section 524(g) Trust will be established in accordance with the Parent's Plan Documents. To induce, preserve and promote the settlements contemplated by and provided for in the Parent's Plan, and pursuant to Section 524(g) of the Bankruptcy Code, all Asbestos Personal Injury Claims and Demands will be channeled to the Section 524(g) Trust, and all holders of Asbestos Personal Injury Claims and all Entities that have held or asserted any Asbestos Personal Injury Claim will be permanently and forever stayed, restrained and enjoined from taking any action against any ASARCO Protected Party with respect to the Asbestos Personal Injury Claim. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASSOCIATED BANC: S&P Shifts Counterparty Credit Ratings to 'BB+/B' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it has revised its counterparty credit ratings on Associated Banc Corp. to 'BB+/B' from 'BBB/A-2'. At the same time, S&P lowered its counterparty credit ratings on Associated Bank Minnesota N.A., Associated Bank Illinois N.A., and Associated Bank N.A. to 'BBB-/A-3' from 'BBB+/A-2'. The outlook is negative. "The ratings reflect S&P's belief that Associated's credit costs may further exceed S&P's expectations throughout 2009 and 2010. S&P expects that the company's loan portfolio could deteriorate further based on its current exposures to CRE and construction loans, as well as the worsening of its current loans into problem loan categories over the next several quarters. As a result, S&P believes the company's profitability and capital generation should remain weak over that period," said Standard & Poor's credit analyst Sunsierre Newsome. In S&P's view, Associated has a somewhat riskier loan portfolio than other regional banks, based on its loan mix. Its CRE and construction portfolios account for a high 37% of total loans and make up the majority of its NPAs. Management is shifting the portfolio away from CRE and construction lending and into commercial and industrial loans and high-quality residential lending. While S&P recognize Associated's efforts to identify and resolve problem loans, S&P believes that weak economic conditions, depressed real estate values, and waning consumer confidence may persist and present challenges for the bank. The persistent high NPA level leads us to believe that there remains a great deal of uncertainty embedded in its credit portfolio. Therefore, S&P expects net charge-offs to continue over the next several quarters. Additionally, on Nov. 5, 2009, Associated Bank entered into a memorandum of understanding with the comptroller of the currency - - its primary regulator -- invoking higher capital requirements and citing the need for the bank to improve the risk management of its loan portfolio. The ratings continue to be supported by Associated's good franchise in the Midwest, S&P's positive view of its management's conservative underwriting, and its good liquidity and funding. The outlook is negative. "S&P believes elevated credit losses could pressure earnings beyond S&P's expectations and erode tangible capital, in which case S&P may lower the ratings further. Although unlikely in the next few quarters, if the firm's asset quality metrics stabilize with a view toward minimal negative capital impact, the outlook could be revised to stable," Ms. Newsome added. AUTOBACS STRAUSS: Sues Pep Boys for Landlord Interference --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Autobacs Strauss Inc. sued Pep Boys-Manny, Moe & Jack, contending that the competitor was misusing confidential information and interfering in relations with landlords. According to the report, Strauss said it opened negotiations in late 2008 about a sale of the business to Pep Boys. At the time, Philadelphia-based Pep Boys signed a confidentiality agreement where it promised to destroy and not use any confidential information. The talks ended early this year. Strauss, Mr. Rochelle relates, says the success of its reorganization depends on the ability to negotiate lower rent from landlords. Strauss claims that Pep Boys "is engaging in a campaign to ensure Autobacs Strauss is unable to renegotiate its leases." Strauss has sought and obtained a temporary restraining order against Pep Boys. Strauss said Pep Boys contacted six landlords who thereafter terminated negotiations about revising leases. The parties will return to bankruptcy court on Dec. 3, when Strauss will be looking for a preliminary injunction extending the restraining order. Headquartered in South River, New Jersey, Autobacs Strauss Inc. -- http://www.straussauto.com/-- sells after-market automotive parts and accessories, and operate automotive service centers located in New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania. The Company operates 86 retail store locations and has about 1,450 employees. The Company filed for Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Case No. 09-10358). Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP, represents the Debtor in its restructuring efforts. As of January 3, 2009, the Debtor had total assets of $75,000,000 and total debts of $72,000,000. The Chapter 11 case is Strauss's third. The preceding Chapter 11 case ended with confirmation of a Chapter 11 plan in April 2007. The Company was then named R&S Parts & Service Inc. BERRY PLASTICS: Reports Third Straight Year of Losses ----------------------------------------------------- Berry Plastics Corporation reported a net loss of $26.2 million for the fiscal year ended September 26, 2009, from a net loss of $101.1 million for fiscal year ended September 27, 2008, and net loss of $116.2 million for fiscal year ended September 27, 2008. Berry Plastics Corporation reported net sales of $3.187 billion for the fiscal year ended September 26, 2009, from $3.513 billion for fiscal year ended September 27, 2008, and $3.055 billion for fiscal year ended September 27, 2008. At September 26, 2009, the Company had total assets of $4.401 billion against total liabilities of $4.079 billion, resulting in stockholders' equity of $321.7 million. During fiscal 2009, the Company announced its intention to shut down one manufacturing facility within its Flexible Films division located in Bloomington, Minnesota and one manufacturing facility within its Rigid Open Top division located in Toluca, Mexico. The Company recorded restructuring charges total $11.3 million in fiscal 2009. This charge included $7.8 million of non-cash asset impairment costs. The affected business accounted for approximately $65 million of fiscal 2008 annual net sales with the majority of the operations transferred to other facilities. Future costs associated with these rationalizations are not expected to be material. In September 2009, the Company announced the shut down of its Piscataway, New Jersey facility. The Company established opening balance sheet reserves associated with the Captive Plastics acquisition of $2.4 million for a facility shut down of which $1.5 million is expected to be paid in future periods. In October 2009, Berry Plastics announced its intention to acquire the equity of Pliant Corporation upon its emergence from reorganization pursuant to a proceeding under Chapter 11 of the Bankruptcy Code. If the acquisition is completed, Pliant would be a wholly owned subsidiary of Berry Plastics. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications with annual net sales of $1.127 billion in calendar 2008. Pliant manufactures key components in a wide variety of flexible packaging products for use in end-use markets such as coffee, confections, snacks, fresh produce, lidding, and hot-fill liquids as well as providing printed rollstock, bags and sheets used to package consumer goods. Pliant also offers a diverse product line of film industry-related products and has achieved leading positions in many of these product lines. In November 2009, to fund the $561.0 million Pliant acquisition estimated purchase price, two of Berry Plastics' unrestricted subsidiaries completed a private placement of $370.0 million aggregate principal amount of 8-1/4% First Priority Senior Secured Notes due on November 15, 2015 and $250.0 million aggregate principal amount of 8-7/8% Second Priority Senior Secured Notes due on September 15, 2014. In light of the conditions required to effect the proposed Pliant acquisition including customary antitrust approvals, the gross proceeds of $596.3 million, before fees and expenses, from this offering were placed into segregated escrow collateral accounts pending Berry Plastics' right to acquire Pliant equity upon emergence from bankruptcy. Therefore, if the Pliant acquisition does not occur prior to January 29, 2010, or such earlier date as Berry Plastics determines at its sole discretion that any of the offering escrow conditions cannot be satisfied, then these Notes will be subject to a special mandatory redemption at a price equal to 100% of the gross proceeds of such Notes, plus accrued and unpaid interest to, but not including, the date of redemption. As part of acquisition of Pliant, Berry Plastics expects to increase the amount of its lender commitments under its revolving credit facility by $100 million. In November 2009, Berry Plastics entered into a definitive agreement to acquire 100% of the outstanding common stock of Superfos Packaging, Inc., a manufacturer of injection molded plastic rigid open top containers and other plastic packaging products for the food, industrial and household chemical, building materials and personal care end markets which had 2008 annual net sales of $46.8 million. The purchase price is approximately $82 million and will be funded from cash on hand or existing credit facilities. Berry Plastics expects continued strength in its thermoforming product lines, which would have a positive impact on volumes in its Rigid Open Top segment. Berry Plastics expects its bottle business to continue to grow with an increasing amount of quoting activity and strong new product pipeline, which would have a positive impact in or Rigid Closed Top segment. Flexible segments continue to be extremely competitive as a result of excess capacity in the housing products markets. Berry Plastics anticipates continued softness in U.S. housing starts in 2010 that will impact in both the Tapes and Coatings and Flexible Films segments. Berry Plastics also anticipates continued softness in 2010 in North American automotive build rates which will impact various product lines in its Tapes and Coatings segment. Berry Plastics continually focuses on improving overall profitability by implementing cost reduction programs for its manufacturing, selling, general and administrative expenses on an annual basis. A full-text copy of Berry Plastic's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?4a94 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At June 27, 2009 the Company had 64 production and manufacturing facilities, with 58 located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates in four primary segments: Rigid Open Top, Rigid Closed Top, Flexible Films, and Tapes/Coatings. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. * * * As reported by the Troubled Company Reporter on June 10, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Berry Plastics Group to 'B-' from 'SD' and the senior unsecured debt rating to 'CCC' from 'D'. The recovery ratings on Group's senior unsecured debt remain unchanged at '6', indicating S&P's expectation for negligible recovery (0% to 10%) in a payment default. S&P affirmed all its ratings on Group's wholly owned operating subsidiary Berry Plastics Corp. The outlook is stable. BIOJECT MEDICAL: Registers 150,000 Shares Under Benefit Plan ------------------------------------------------------------ Bioject Medical Technologies Inc. filed with the Securities and Exchange Commission a Registration Statement to register 150,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-38206), Form S-8 (File No. 333-37017), Form S-8 (File No. 333-153195), and Form S-8 (File No. 333-158757) for issuance pursuant to the Bioject Inc. 401(k) Retirement Benefit Plan. A full-text copy of the registration statement is available at no charge at http://ResearchArchives.com/t/s?4a78 Bioject Medical Technologies Inc. (OTCBB: BJCT) -- http://www.bioject.com/-- based in Portland, Oregon, is an innovative developer and manufacturer of needle-free injection therapy systems. The Company is focused on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies. At September 30, 2009, the Company had $4,906,129 in total assets against total current liabilities of $2,727,421, deferred revenue of $1,276,879 and other long-term liabilities of $375,314. At September 30, the Company accumulated deficit of $121,793,922 and stockholders' equity of $526,515. The September 30 balance sheet also showed strained liquidity: The Company had $2,393,297 in total current assets against $2,727,421 in total current liabilities. Due to the Company's limited amount of additional committed capital, recurring losses, negative cash flows and accumulated deficit, the report of the Company's independent registered public accounting firm for the year ended December 31, 2008 expressed substantial doubt about the Company's ability to continue as a going concern. CAPMARK FINANCIAL: Committee Has Protocol for Sharing Information ----------------------------------------------------------------- Section 1102(b)(3) of the Bankruptcy Code provides, in relevant part, that an Official Committee of Unsecured Creditors in Capmark Financial Group Inc.'s cases will: (a) provide access to information for creditors who hold claims of the kind represented by the Committee and are not appointed to the Committee; (b) solicit and receive comments from the creditors; and (c) be subject to a court order that compels any additional report or disclosure to be made to the creditors. Jamie L. Edmonson, Esq., at Bayard, P.A., in Wilmington, Delaware, relates that the Bankruptcy Code requires the Committee to provide access to information, but does not establish guidelines for appropriate methods to provide access or the type, kind and extent of the information to be provided. Ms. Edmonson asserts that given the lack of discretion with respect to the interpretation of Section 1102(b)(3) of the Bankruptcy Code, the Committee may be in breach of its obligations. She notes that without clarification by the Court, the Committee's efforts may be frustrated because the Debtors may be hesitant to share confidential and sensitive information for fear that the shared information may be disseminated to members of the public, including competitors and interested buyers. Moreover, the Committee may be deterred from conducting its own independent investigations out of concerns that its findings may be disseminated to inappropriate parties. Requiring dissemination of that information to all creditors may undermine the Committee's efforts to maximize recoveries to its constituents given the attendant cots of those efforts, Ms. Edmonson adds. Thus, to facilitate its duties under Section 1102(b)(3), the Committee asks the Court to approve procedures in disseminating information. Among others, the Procedures authorize the Committee to provide general unsecured creditors access to information through the establishment and maintenance of a Web site and set forth that the Committee is neither authorized to disclose: (a) non-public information disclosed to the Committee or its representatives by the Debtors or their representatives; (b) information generated by the Committee, or by any of the Committee's professionals, or by any member; and (c) communications among Committee members, including information regarding specific positions taken by Committee members. A full-text copy of the Procedures is available for free at: http://bankrupt.com/misc/Capmark_CommitteeProc.pdf The Committee believes that the retention of The Garden City Group, Inc., to create and administer the Committee Web site would be beneficial to the estates. The Committee has selected GCG because of its experience in providing similar services to other Chapter 11 cases. The Debtors will pay GCG pursuant to the firm's current hourly rates: Administrative $45-$70 Data Entry Processors $55 Mailroom and Claims Control $55 Project Administrators $70-$85 Quality Assurance Staff $80-$125 Project Supervisors $95-$110 Systems & Technology Staff $100-$200 Graphic Support $125 Project Managers, Senior Project Managers, and Department Managers $125-$150 Directors, Senior Consultants, and Assistant Vice Presidents $175-$250 Senior Management $250-$295 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 Fr? res & 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) CAPMARK FINANCIAL: Consultants Want Prompt Decision on Agreement ---------------------------------------------------------------- Charles E. Dunleavy, Jr., and David Creamer separately ask the Court to compel Debtor Capmark Group Financial, Inc., to either assume or reject a Retirement and Consulting Agreement. The Agreement states that the Debtor desires to retain Messrs. Dunleavy and Creamer as consultants and that the Agreement was to go into effect upon the acquisition of certain portion of GMAC Commercial Holding Corp.'s stock by GMACCH Investor LLC, the predecessor of the Debtor. The Acquisition occurred on March 22, 2006. GMAC Commercial Holding Corp., the Debtor's predecessor entity, entered into the Agreement on March 21, 2006. The Agreement was subsequently assigned to the Debtor by GMAC Commercial Holding Corp., on March 22, 2006. Pursuant to the terms of the Agreement, the Debtor is obligated to pay Mr. Creamer $2,000,000 on March 21, 2010, in respect of the restrictive covenants contained in the Agreement and $500,000 in 2011. Messrs. Dunleavy and Creamer relate that pursuant to the Agreement, various restrictive covenants were agreed upon, whereby for a period of five years from the Acquisition date, they are required not to compete with the Debtor in exchange for certain other considerations contained in the Agreement. Messrs Dunleavy and Creamer assert that without having assumed or rejected the executory contract, they find themselves in a precarious position whereby they are unsure of their future status as consultants. Debtors to Walk Away From Agreements The Debtors tell the Court that they have determined the Agreements are not needed for the administration of their estates, are unrelated to any of their businesses, are unlikely to be wanted by any purchasers in connection with the various sales of their assets, and cannot readily be sold or transferred for the value to the Debtors' estates. Thus, the Debtors seek the Court's authority to reject the Agreements. The Debtors assert that immediate rejection of the Agreements will be more efficient and less costly by obviating the need for a further motion and hearing. 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 Fr? res & 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) CAPMARK FINANCIAL: Proposes KPMG as Accounting Advisor ------------------------------------------------------ Pursuant to Section 327(a) of the Bankruptcy Code, Capmark Financial Group Inc. and its units seek the Court's authority to employ KPMG LLP as their tax and accounting advisor, nunc pro tunc to the Petition Date. The Debtors have selected KPMG because of the firm's diverse experience and extensive knowledge in the fields of accounting, taxation, and operational controls for large sophisticated companies. The Debtors propose to employ KPMG to render these services: (i) Tax Advisory Services (a) Review and assist in the preparation of any tax returns; (b) Assist with general tax consulting advice, including, but not limited to, assisting with questions, responses to tax authorities, and issues related to income tax accounting; (c) Review and assist in the preparation of the amended federal and state corporate tax returns and supporting schedules for the years ended December 31, 2006, through December 31, 2008; (d) Assist regarding analysis of the nexus creating activities of the Debtors' nondebtor affiliate Capmark Bank and its affiliates with the objective of assisting the Debtors in determining which states may impose an income or franchise tax on the Debtors' nondebtor affiliate Capmark Bank as well as securing voluntary disclosure agreements or amnesty submissions as directed by management and assist with tax return preparation in compliance with the voluntary disclosure agreements or amnesty submissions; (ii) Tax Consulting Services (a) Advice with respect to the information that is necessary to calculate the outside tax basis calculations; (b) Assist with the interpretation of the rules and regulations related to the determination of stock basis; (c) Advice related to alternatives in situations in which information necessary to calculate stock basis is not available or is incomplete; (d) Consulting advice with respect to the Debtors' development of calculations to support the various outside basis calculations; (e) Assist with tax issues related to asset sales and dispositions; (f) Assist with the preparation or review of Internal Revenue Code Section 382 calculations and net operating loss calculations; (g) Assist with net unrealized built in gain or loss calculations; (h) Assist with calculation of asset basis; (i) Bankruptcy emergence planning; (j) Assist with cancellation of debt computations; (k) Consult with respect to income tax accounting issues; (l) Consult with respect to deductible of costs including interest and professional fees; (m) Assist with foreign tax credit planning; (n) Assist with state and local tax issues; (o) Assist with tax claims and other compliance matters; (iii) Advisory Services (a) Accounting research, analysis and documentation for current transactions, consisting primarily of asset sales, loan modifications, and consolidation/deconsolidation under FASB ASC 810; (b) Accounting analysis and documentation in support of the quarterly financial reporting process; (c) Assist in implementing new accounting guidance and in developing and updating accounting policies related to key business functions; (d) Project Management Advice including providing guidance during each step of the process and monitoring progress of the accounting and project management services project and coordination of the multiple workstreams; (e) Assist in the preparation of financial documents which could include monthly operating reports, court statements and schedules, disclosure statement and plan of reorganization; (f) Data gathering support based on Debtors' specified directions throughout the matter to populate financial documents and support accounting positions; (g) Bankruptcy accounting approach and work steps including providing authoritative guidance on the implementation of Topic 852; and (h) Researching and documenting to support the accounting and reporting conclusions reached in accordance with Topic 852. The Debtors tell the Court that they paid KPMG a retainer of $50,000 for prepetition services. The Debtors propose to pay KPMG based on the firm's discounted hourly rates: Tax Compliance Services Discounted Rate ----------------------- --------------- Partners $450 Managing Directors $400 Senior Managers $350 Managers $300 Senior Associates $220 Associates $170 Para-Professionals $125 Tax Consulting Services ----------------------- Partners $525-$550 Managing Directors $490-$500 Senior Managers $450 Managers $330-$350 Senior Associates $250 Associates $195 Para-professionals $145 Advisory Services ----------------- Partners/Managing Directors $375-$750 Directors/Senior Managers $325-$650 Managers $300-$550 Senior Associates $225-$480 Associates $150-$400 Para-Professionals $145 The Debtors will also reimburse KPMG for reasonable necessary expenses incurred, which will include meals, lodging, travel, photocopying, delivery service, postage, vendor charges, among others. Furthermore, the Debtors have agreed to indemnify, among others, KPMG and its divisions, affiliates, partners, members, agents or employees. As a condition of its retention, KPMG has agreed that the terms of its agreement with the Debtors be amended to incorporate the standard Delaware Bankruptcy Court provisions relating to indemnification of financial professionals. John Depman, a certified public accountant and partner of KPMG LLP, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code as modified by Section 1107(b). 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 Fr? res & 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) CAPMARK FINANCIAL: Proposes Lazard as Investment Banker ------------------------------------------------------- Capmark Financial Group Inc. and its units seek the Court's authority to employ Lazard Freres & Co., LLC as their investment banker, nunc pro tunc to the Petition Date. The Debtors aver that they have faced a number of challenges that, taken together, have had a negative impact on their overall financial performance, thereby necessitating the commencement of the bankruptcy cases. To address this growing crisis, the Debtors retained Lazard to provide investment banking and financial advisory services to the Debtors in connection with a possible restructuring of the Debtors. The Debtors have selected Lazard because of its extensive experience and excellent reputation for providing high quality financial advisory services to debtors and creditors in large and complex Chapter 11 cases and other debt restructuring and Lazard's familiarity with the Debtors' financial and business operations. As investment banker, Lazard will: (a) review and analyze the Debtors' business, operations, and financial projections; (b) evaluate the Debtors' financial debt capacity in light of projected cash flows; (c) assist in the determination of a capital structure for the Debtors; (d) assist in the determination of a range of values for the Debtors on a going concern basis; (e) advise the Debtors on tactics and strategies for negotiating with the stakeholders or potential counterparties; (f) render financial advice to the Debtors and participate in meetings or negotiations with the Stakeholders, potential counterparties, rating agencies or other appropriate parties in connection with any restructuring; (g) advise the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to the Restructuring; (h) advise and assist the Debtors in evaluating a potential financing transaction by the Debtors; (i) assist the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with the Restructuring; (j) assist the Debtors in identifying and evaluating candidates for a potential Sale Transaction, advise the Debtors in connection with negotiations and aid in the consummation of a Sale Transaction; (k) attend meetings of the Debtors' Board of Directors and its committees with respect to matters on which Lazard has been engaged to advise the Debtors; (l) provide testimony, as necessary, with respect to matters on which Lazard has been engaged to advise the Debtors in any proceeding before the Bankruptcy Court; and (m) provide the Debtors with other financial restructuring advice. The Debtors tell the Court that they have paid Lazard approximately $2.54 million in fees and expenses for the period from January 2009 through October 2009. The Debtors proposes to pay Lazard: (i) A monthly fee of $250,000, payable last November 1, 2009, and on the first day of each month thereafter until the earlier of the completion of the Restructuring or the termination of Lazard's engagement pursuant to Section 10 of the Retention Letter; (ii) A fee equal to $12,500,000, payable upon the consummation of a Restructuring; (iii) (a) If, whether in connection with the consummation of a Restructuring or otherwise, the Debtors consummate a Sale Transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Debtors, Lazard will be paid a fee equal to the Restructuring Fee; (b) If, whether in connection with the consummation of a Restructuring or otherwise, the Debtors consummate any Sale Transaction (1) the Debtors will pay Lazard a fee based on the Aggregate Consideration; provided that, in the event of a Minority Sale Transaction solely involving all or substantially all of the Debtors' United States commercial mortgage servicing and mortgage banking business assets, that Minority Sale Transaction Fee will be equal $3,500,000 rather than the Minority Transaction Fee that would otherwise be payable based on the Aggregate Consideration; (c) Any Sale Transaction Fee or Minority Sale Transaction Fee will be payable upon consummation of the applicable Sale Transaction; (iv) A fee, payable upon consummation of a Financing. Any Financing Fee paid will be credited in full against any Restructuring Fee or Sale Transaction Fee subsequently payable; (v) For the avoidance of any doubt, more than one fee may be payable; provided, that the aggregate fees payable will not exceed $12,500,000. (vi) In addition to any fees that may be payable to Lazard and, regardless of whether any transaction occurs, the Debtors will promptly reimburse Lazard for all: (A) reasonable expenses; and (B) other reasonable fees and expenses, including reasonable expenses incurred by counsel, if any; provided, however, that those reimbursable fees and expenses will not exceed $100,000 in the aggregate without prior written consent of the Debtors. (vii) As part of the compensation payable to Lazard under the Retention Letter, the Debtors have agreed to the terms of an Indemnification Letter; (viii) All amounts reflect the United States currency and will be paid promptly in cash after those amounts become due and payable. Pursuant to the Indemnification Letter, the Debtors have agreed to indemnify and hold harmless, and provide contribution and reimbursement to, Lazard, its affiliates, and its directors, officers, members, employees, agents, and controlling persons from, against and with respect to any losses, claims, damages, liabilities or expenses brought by any party, including the Debtors' securityholders and creditors, in connection with Lazard's engagement with the Debtors, except to the extent those claims result primarily from the bad faith, gross negligence, or willful misconduct or the Indemnified Parties. Frank A. Savage, a managing director of Lazard Freres & Co., LLC, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). 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 Fr? res & 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) CENTAUR PA: Valley View Downs Letter of Credit Maturity Extended ---------------------------------------------------------------- According to Bill Rochelle at Bloomberg News, Centaur PA Land LP and affiliate Valley View Downs LP secured an order extending a $50 million letter of credit deposited with Pennsylvania gaming regulators. Without the letter of credit, the companies couldn't apply for a state gaming license. Centaur LLC said its two affiliates filed voluntary bankruptcy petitions under Chapter 11 to preserve the status of the Valley View Downs & Casino project. Centaur said it will continue to operate Hoosier Park Racing & Casino in Anderson, Ind., and Fortune Valley Hotel & Casino in Central City, Colo., without disruption while also pursuing the launch of Valley View Downs & Casino in western Pennsylvania. Indiana-based Centaur LLC -- http://www.centaurgaming.net/-- is a privately held, business focused on bringing the entertainment and economic development benefits of gaming and horse racing to key communities across North America. The company now owns and manages Hoosier Park Racing & Casino in Anderson, Indiana, and Fortune Valley Hotel & Casino in Central City, Colorado, and has engaged an investment bank to develop strategies to launch Valley View Downs & Casino in western Pennsylvania. Centaur PA Land, LP, its affiliate Valley View Downs LP filed Chapter 11 petitions filed for Chapter 11 on Oct. 28, 2009 (Bankr. D. Del. Case No. 09-13760). Indiana-based Centaur and Valley View listed assets of $148 million and debt totaling $297 million. Judge Kevin J. Carey handles the case. Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serves as counsel. CHEMTURA CORP: Court Allows Fees Totalling $13.6 Million -------------------------------------------------------- U.S. Bankruptcy Judge Robert Gerber has granted the interim fee applications of more than 10 bankruptcy professionals in the Chapter 11 cases of Chemtura Corporation and its debtor affiliates for services rendered for the fee period from March 18, 2009, through June 30, 2009. The professionals are Akin Gump Strauss Hauer & Feld LLP; Allen & Overy LLP; Deloitte Tax LLP; DLA Piper LLP; Duane Morris LLP; FTI Consulting, Inc.; The Genetelli Consulting Group; Katten Muchin Rosenman LLP; Kirkland & Ellis LLP; KPMG LLP; Lazard Freres & Co. LLC; Ogilvy Renault LLP; and O'Melveny & Myers LLP. The Allowed Fees for the Interim Fee Period total approximately US$13,600,000 and GBP385,000, and the Allowed Expenses for the same Fee Period total about US$440,600 and GBP6,000. The Allowed Fees already take into consideration the reduction of amounts, totaling $119,300, for certain firms as resolution of certain objections raised by the United States Trustee. A chart of the Approved Fees and Expenses and the corresponding reductions is available for free at: http://bankrupt.com/misc/Chemtura_ApprvdIntFees_MartoJun2009.pdf CHEMTURA CORP: Sees Further Growth in Antioxidant Business ---------------------------------------------------------- Chemtura Corporation will further grow its global antioxidant business with an additional expansion of its capacity at Gulf Stabilizer Industries (GSI), its joint venture facility in Al Jubail, Saudi Arabia. The Company has commenced engineering work on an additional 4,000 metric tons of capacity. "We successfully expanded the Al Jubail facility in March with Chemtura's proprietary NDB III (non dust blend) production line, but we now need to invest further capacity to keep ahead of the growing demand for our products in the region. With this new investment, GSI will have reached critical mass and will be able to meet all of its customers' requirements in terms of quality, service and value," stated Fahad Al Zamil, Director of Al-Zamil Group, Chemtura's joint venture partner. The expansion will deploy the NDB technology, producing a one-pack product that provides customers with both efficiency and safety benefits over the use of single-powder components. "This expansion is part of our new global strategy and will support our customers' growth with the supply of unique and cost-advantaged products in countries worldwide," explained Peter Smith, General Manager of Chemtura's Antioxidant and UV Stabilizer worldwide operations. Total annual capacity at the Al Jubail site will increase to 21,000 metric tons. The new capacity will come on stream in 2010. About Al-Zamil Group Al-Zamil Group, a global investment company with diverse interests and capabilities in the industrial, petrochemicals and services sectors, is committed to supply its customer consistent quality, value-added products that satisfy their polymer additives needs and continuously meet their expectations by virtue of local reliable manufacturing capabilities. About GSI GSI, the joint venture of Chemtura and Al Zamil, is the sole manufacturer of antioxidants for use in the polymer market in the Middle East region. The company markets and sells a wide range of antioxidants, UV stabilizers and other chemical products. 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) CHRYSLER LLC: Amends Newark Plan Purchase Agreement --------------------------------------------------- To recall, Chrysler LLC, now known as Old CarCo LLC, and its units obtained the Bankruptcy Court's authority to sell their Newark, Delaware assembly plant for $24,250,000 to the University of Delaware or an acquisition vehicle created by the University of Delaware, pursuant to a purchase agreement and Sections 105 and 363 of the Bankruptcy Code, free and clear of all liens, claims, interests and encumbrances. In connection with their request for authority to sell their Newark, Delaware assembly plant to the University of Delaware or an acquisition vehicle created by the University of Delaware, the Debtors filed with the Court an amendment to the parties' Purchase Agreement. Pursuant to the Amendment, subsequent to the execution of the Purchase Agreement, the Debtors, with the consent of the Purchaser, sold certain equipment previously included in the Purchase Agreement to Chrysler Group LLC for $25,000, which resulted in a corresponding reduction of the purchase price for the property from $24,250,000 to $24,225,000. Accordingly, the Amendment does not affect the net amount received by the Debtors for the Property. The Debtors also notify the Court and parties-in-interest that they caused the publication of a notice of the proposed sale in these newspapers: -- The Philadelphia Inquirer on October 29, 2009; and -- The News Journal on October 29, 2009. About Chrysler LLC Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Mopar(R) and Global Electric Motors (GEM) brand vehicles and products. With the resources, technology and worldwide distribution network required to compete on a global scale, the alliance builds on Chrysler's culture of innovation -- first established by Walter P. Chrysler in 1925 -- and Fiat's complementary technology -- from a company whose heritage dates back to 1899. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Gets Nod to Assume & Assign Crown Group's Sublease ---------------------------------------------------------------- Chrysler LLC, now known as Old CarCo LLC, and its units obtained the Court's authority, pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure, to assume and assign to Chrysler Group LLC a Sublease Agreement dated as of January 1, 2008, between The Crown Group, Inc., and Old Carco LLC, formerly known as Chrysler LLC. The Debtors also ask, by agreement with New Chrysler and the Sublessor, that the assumption and assignment be deemed effective as of October 1, 2009. Pursuant to the terms of the Sublease, the Sublessor leases to the Debtors warehousing spaces located in two buildings in the city of Detroit, in Wayne County, Michigan. The Sublease provides for a base monthly rent of $38,000, and its term extends through December 31, 2010. In connection with the Fiat Transaction, the Debtors and New Chrysler entered into a Transition Services Agreement, dated as of June 10, 2009. Pursuant to the TSA, the Debtors agreed to assume the Sublease and grant to New Chrysler a net license to use the Detroit Axle Warehouse, among other premises. In consideration of the receipt of the Net License, New Chrysler agreed to satisfy all obligations under the Sublease. After entering into the TSA, New Chrysler determined that it would like to seek certain amendments to the Sublease and assume the Sublease, rather than receive a license from the Debtors. As a result, New Chrysler requested that the Debtors delay in assuming the Sublease. Pursuant to the Court's order extending the Debtors' time to assume or reject unexpired leases of nonresidential real property, including the Sublease, the deadline to assume or reject the Sublease will be on November 26, 2009. Corinne Ball, Esq., at Jones Day, in New York, relates that New Chrysler now has completed negotiations with the Sublessor with respect to the Sublease, and the parties have agreed to the Amendments, which include, among other items, a reduction in the base rent and minimum space requirements. The Debtors submit that the Sublease is an unexpired lease within the meaning of Section 365 of the Bankruptcy Code, eligible for assumption by the Debtors and assignment to New Chrysler. Ms. Ball notes that the Sublessor has agreed to the Amendments and the Debtors' assumption and concurrent assignment of the Sublease to New Chrysler. She adds that New Chrysler has indicated to the Debtors its desire to take an assignment of the Sublease subject to the Amendments, and that New Chrysler and the Debtors have agreed to amend the TSA to effectuate the assumption and assignment of the sub-lease. A full-text copy of the proposed amendment to the TSA is available for free at: http://bankrupt.com/misc/Chrysler_TSA_AmendmentNo2_110509.pdf About Chrysler LLC Law360 reports that Old Carco LLC -- Chrysler LLC's castoff -- won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Mopar(R) and Global Electric Motors (GEM) brand vehicles and products. With the resources, technology and worldwide distribution network required to compete on a global scale, the alliance builds on Chrysler's culture of innovation -- first established by Walter P. Chrysler in 1925 -- and Fiat's complementary technology -- from a company whose heritage dates back to 1899. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler to Take Over CIC Contracts ----------------------------------------------------- Old CarCo LLC, formerly Chrysler LLC, and its debtor-affiliates ask the Court for authority to assume and assign four executory contracts with Chrysler Insurance Company to New Chrysler. The Four Contracts are: -- Administration and Claim Service Agreement between Chrysler Corporation (Chrysler Service Contract Division) and Chrysler Insurance Company, dated July 1, 1995; -- Mechanical Reimbursement Insurance Policy between DaimlerChrysler Service Contracts, Inc. and DaimlerChrysler Insurance Company, dated July 30, 2004; -- Reimbursement Insurance Policy - New and Used Vehicles between DaimlerChrysler Corporation and DaimlerChrysler Insurance Company, dated August 1, 2006; and -- Vehicle Service Contract Mechanical Reimbursement Insurance Policy between DaimlerChrysler Service Contracts, Inc., and DaimlerChrysler Insurance Company, dated November 1, 2006. About Chrysler LLC Law360 reports that Old Carco LLC -- Chrysler LLC's castoff -- won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Mopar(R) and Global Electric Motors (GEM) brand vehicles and products. With the resources, technology and worldwide distribution network required to compete on a global scale, the alliance builds on Chrysler's culture of innovation -- first established by Walter P. Chrysler in 1925 -- and Fiat's complementary technology -- from a company whose heritage dates back to 1899. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Settles Three Priority Tax Claims ----------------------------------------------- Pursuant to the Court-approved Tax Settlement Procedures, Old CarCo LLC and its units, among other things, are authorized to settle and pay any disputed claims entitled to priority under Sections 507(a)(2) or 507(a)(8) of the Bankruptcy Code, where the amount of the agreed payment is greater than $1 million. The Debtors notify the Court and parties-in-interest that they have negotiated a resolution of the three Priority Tax Claims filed by the Washington State Department of Revenue: Claim No. Asserted Amount --------- --------------- 1053 $12,792,953 1055 4,828,008 1052 51,100 The Claims are fully resolved as part of comprehensive settlement. Pursuant to a stipulation between Washington State and Debtors Old Carco Motors LLC and Old Carco LLC, Washington State has agreed to accept a payment of $2,500,000 in full and complete satisfaction of the Washington Claims and any other claims, disputes or causes of action of Washington State against the Debtors other than Debtors Global Electric Motorcars, LLC, and Old Carco Service Contracts Inc. Upon the Stipulation being deemed final, Washington State agrees to release all liens purportedly securing payment of the Washington Claims and fully releases and discharges the Debtors, other than the Unresolved Debtors, and their estates and assigns from all claims, demands and liabilities arising from or in connection with all prepetition claims that Washington has against the Debtors, other than the Unresolved Debtors. Washington State has agreed that it will not further amend the Washington Claims or file any additional proofs of claim against any of the Debtors, other than the Unresolved Debtors, or their bankruptcy estates with respect to the Washington Claims. Any objection to the settlement must be filed by December 1, 2009. About Chrysler LLC Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Mopar(R) and Global Electric Motors (GEM) brand vehicles and products. With the resources, technology and worldwide distribution network required to compete on a global scale, the alliance builds on Chrysler's culture of innovation -- first established by Walter P. Chrysler in 1925 -- and Fiat's complementary technology -- from a company whose heritage dates back to 1899. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CARABEL EXPORT: Plan Now with Creditors; Conf. Hearing on Feb. 22 ------------------------------------------------------------------ Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico approved the Disclosure Statement explaining the Chapter 11 Plan of Carabel Export and Import, Inc. The Debtor and parties-in-interest may solicit acceptances or rejections of the Debtor's Plan of Reorganization. The Court will consider the confirmation of the Plan on Feb. 22, 2010, at 10:30 a.m. at the U.S. Post Office and Courthouse Building, Courtroom 2, 300 Recinto Sur Street, Old San Juan, Puerto Rico. As reported in the Troubled Company Reporter on Oct. 30, 2009, under the Plan, retained professionals and the U.S. trustee fees will be paid in full. Other holders of administrative expense claims would only recover 45% of their claims and will be paid from the $300,000 carve out established by Continental Tiles Inc. and Westernbank Puerto Rico. Secured lender Westernbank Puerto Rico will receive the proceeds of the sale of Debtor's assets to Continental Tiles, Inc., amounting to $6,500,000, plus any funds arising from Debtor's accounts receivable and Debtor's balance of available cash, for an estimated 35% recovery. The balance of Westernbank's claim for $18,541,094 is dealt with under Class 5 as a General Unsecured Claim. As per the settlement agreement between Debtor and Firstbank Puerto Rico dated Aug. 13, 2009, Debtor agreed to surrender Firstbank's collateral thereto. Any deficiency in Firstbank's claim will be dealt with under Class 5 as a General Unsecured Claim. On or before the effective date, Debtor will surrender Popular Auto's collateral thereto. Any deficiency in Popular Auto's Claim will be dealt with under Class 5 as a General Unsecured Claim. Priority tax claims estimated to total $8,863,569 won't be paid. The holders of allowed general unsecured claims against Debtor also won't receive distributions and are deemed to reject the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CARABELEXPORT_DS.pdf Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba ItalCeramica, and its affiliates filed separate Chapter 11 petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No. 08-08956). The Hon. Enrique S. Lamoutte Inclan oversees the case. Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico, represents the Debtors. When it filed for bankruptcy, Carabel disclosed $14,544,289 in total assets, and $26,957,250 in total debts. CASCADIA PROJECT: Must Restructure $75MM Loan to Avert Liquidation ------------------------------------------------------------------ Mike Acrhbold at the News Tribune says Geoffrey Groshong, attorney of Cascadia, asked the Hon. Karen Overstreet of the U.S. Bankruptcy Court for the Western District of Washington for permission to restructure the $75.6 million in loans from HomeStreet Bank, which loan is now in default. Cascadia says that restructuring of the loan that will keep the Company's project is key to the overall plan for the Company to avoid liquidation. The Company has selected Obsidian Financial Group of Portland to review its options and recommend a detailed recovery plan, he adds. Mr. Acrhbold notes the bank is operating under the Federal Deposit Insurance Corporation. Cascadia Project LLC develops what was expected to be the largest master-planned community near Bonney Lake. CATALYST PAPER: S&P Downgrades Corporate Credit Rating to 'CC' -------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Vancouver-based Catalyst Paper Corp. three notches to 'CC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the company's senior unsecured debt to 'C' from 'CCC'. The recovery rating on the debt is unchanged at '5', indicating the expectation for modest (10%-30%) recovery in the event of a payment default. All ratings remain on CreditWatch with negative implications, where they were placed June 26, 2009. "The downgrade reflects Catalyst's announcement of an offer to exchange its existing senior unsecured notes with an 8.625% coupon due 2011 for new senior secured notes due 2016 and common shares," said Standard & Poor's credit analyst Jatinder Mall. If the exchange is successful, S&P understand it will ease Catalyst's debt burden. "We will likely lower the ratings on Catalyst to selective default upon completion of the exchange offer, as S&P views the offer as distressed because it represents a discount on the face value of the existing senior unsecured debt," Mr. Mall added. CINRAM INTERNATIONAL: Moody's Changes Default Rating to 'Caa1/LD' ----------------------------------------------------------------- Moody's Investors Service revised Cinram International Inc.'s probability of default rating to Caa1/LD from Caa1, with the "/LD" suffix signaling a "limited default." The rating action reflects Moody's view that Cinram's most recent debt repurchases of $25 million of its senior credit facility term loan for total proceeds of $20 million (completed subsequent to the quarter ended 30 September 2009), when considered in aggregate with debt repurchases completed earlier in the year (total of $71.9 million repurchased for $48.5 million through the third quarter ended 30 September 2009), effectively amount -- for rating purposes only -- to a distressed exchange tantamount to a limited default. In turn, this assessment is based on the company's fundamental need to reinvent itself as the financial viability of its core activity, CD and DVD replication, gradually wanes. Given the uncertain duration and magnitude of the technology tail, this matter implies that capital planning and future debt refinance activities are subject to significant uncertainty. The success of the discounted tender activities indicates that investors share this perspective. As creditors have chosen to accept a loss- certain over the past several months in lieu of an uncertain return when the company's debt facilities mature in 2011, the tender transactions -- in the aggregate -- suggest that a quasi restructuring is unfolding. This leads to their classification as a so-called "distressed exchange." Moody's notes that this action does not alter the existing views on Cinram's fundamental credit profile and accordingly the B3 CFR along with the negative outlook are affirmed. Existing instrument ratings on the company's term loan debts are also affirmed. The "/LD" suffix will remain for three days, after which it will be withdrawn and the PDR revised back to the Caa1 that existed prior to the limited default. While subsequent repurchase activity will likely continue the limited default, since they will be deemed to be part of the same over-all transaction, the PDR modification will be made only once. As well, with modest changes to Cinram's debt structure, loss given default point estimates are being adjusted as part of the rating action. Issuer: Cinram International Inc. Probability of Default Adjustment: -- Probability of Default Rating, Adjusted to Caa1/LD from Caa1 Loss Given Default Adjustment: -- Senior Secured Bank Credit Facility, Upgraded to LGD2, 28% from LGD2, 29% Moody's most recent rating action concerning Cinram was taken on 12 May 2009, at which time the company's CFR was downgraded to B3 from B2 concurrent with a repositioning of the PDR to Caa1 from B3, in light of weak results, expectations of continued deterioration in financial results and a lack of visibility relating when such performance might improve. The prevailing negative rating outlook was also affirmed. Toronto, Ontario, Canada, Cinram International Inc. is one of the world's largest independent manufacturers, replicators and distributors of DVDs and audio CDs. CIRTRAN CORP: Reports $1.2 Million Net Loss for Sept. 30 Quarter ---------------------------------------------------------------- CirTran Corporation reported a net loss of $1,208,140 for the three months ended September 30, 2009, from a net loss of $2,258,414 for the same period a year ago. The Company reported a net loss of $2,591,848 for the nine months ended September 30, 2009, from a net loss of $2,981,427 for the year ago period. Net sales were $2,690,941 for the three months ended September 30, 2009, from $3,102,414 for the year ago period. Net sales were $7,712,530 for the nine months ended September 30, 2009, from $10,202,998 for the year ago period. At September 30, 2009, the Company had $14,529,397 in total assets against $17,292,640 in total liabilities. The September 30 balance sheets showed strained liquidity: The Company had $9,219,607 in total current assets against $15,471,185 in total current liabilities. At September 30, 2009, the Company had accumulated deficit of $35,917,265 and stockholders' deficit of $2,763,243. The Company used cash in its operations in the amount of $2,468,658 and $3,361,754 during the nine months ended September 30, 2009 and 2008, respectively. CirTran said the sustained losses, accumulated deficit and cash used in operations raise substantial doubt about the Company's ability to continue as a going concern. The Company said it has several new programs in development. The programs represent a new direction for the Company into the beverage industry, and support ongoing efforts in the consumer products contract manufacturing and media marketing industries. The Company said the new programs have the potential to carry higher profit margins than electronic manufacturing, and as a result, the Company is investing substantial resources into developing these activities. 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?4a7e The September 10-Q report was filed on November 23, a week after the Company said it would delay the filing. The Company said the 10-Q report could not be filed without unreasonable effort or expense within the prescribed time period because management required additional time to compile and verify the data required to be included in the report. On November 2 and 16, the Company filed amendments to its annual report on Form 10-K for the year ended December 31, 2008, to file redacted copies of certain exhibits. The Company filed a copy of an International Distribution Agreement dated as of January 8, 2009, between Cirtran Beverage Corp., and Tobacco Holding Group Sh.p.k, an Albanian Company. The Company appointed Tobacco Holding as its exclusive distributor for its products in Albania. A redacted copy of the agreement is available at no charge at http://ResearchArchives.com/t/s?4a7f About CirTran Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC BB: CIRC) -- http://www.CirTran.com/-- is an international, full- service contract manufacturer. CirTran's operations include: CirTran-Asia, a subsidiary with principal offices in ShenZhen, China, which manufactures high-volume electronics, fitness equipment, and household products for the multi-billion-dollar direct response industry; CirTran Online, which offers products directly to consumers through major retail web sites, and CirTran Beverage, which has partnered with Play Beverages LLC to introduce the Playboy Energy Drink(TM). CLEM CARINALLI: AG Probes Loans Made by Sonoma University --------------------------------------------------------- The Press Democrat reports that the state attorney general is conducting an audit of the Sonoma State University Academic Foundation and its loans to former member Clem Carinalli, who received at lest $9.6 million in loans from the foundation. The source says the attorney general asked financial documents involving Mr. Carinalli. The foundation could be forced to return a $232,500 payment it made to Mr. Carinalli under a provision of bankruptcy code for the sole purpose to protect one creditor from receiving preferential treatment over another, source relates. About Clem Carinalli The U.S. Bankruptcy Judge Alan Jaroslovsky converted the Chapter 7 liquidation case of Clem Carinalli and his wife, Ann Marie, into Chapter 11 reorganization, at the behest of the Debtors. As reported by the TCR on September 17, 2009, a group of investors claiming that they are owed almost $1 million by Mr. Carinalli filed a petition to force him into Chapter 7 bankruptcy in the U.S. Bankruptcy Court in Santa Rosa. Mr. Carinalli owes creditors some $150 million. Exchange Bank President William Schrader said that the involuntary bankruptcy could delay loan payments to the bank and other institutions. Mr. Carinalli said that he was hoping to avert bankruptcy and instead negotiate privately with investors, as that would increase the odds of paying creditors back. Mr. Carinalli hired debt restructuring consultant Steve Huntley to negotiate with creditors. CLIFFORD ROBINSON: Files Amended List of Largest Unsec. Creditors ----------------------------------------------------------------- Clifford Ralph Robinson and Heather Lynn Robinson filed with the U.S. Bankruptcy Court for the District of Oregon their amended list of largest unsecured creditors. A full-text copy of the list is available for free at: http://researcharchives.com/t/s?4a88 Franklin Lakes, New Jersey-based Clifford Ralph Robinson and Heather Lynn Robinson, fka Lufkins, filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. D. Ore. Case No. 09-39160). William M. Parker, Esq., who has an office in Tigard, Oregon, 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. CONSECO INC: Paulson Discloses Ownership of 9.9% of Common Stock ---------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission on November 23, 2009, Paulson & Co., Inc., and its affiliates disclosed that collectively, they beneficially own 20,000,000 shares of Conseco Inc.'s common Stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Paulson & Co. Inc. 20,000,000 9.9% Paulson Advantage Master Ltd. 3,235,863 1.6% Paulson Advantage Plus Master Ltd. 6,994,010 3.5% Paulson Advantage Select Master Fund Ltd. 70,127 less than 0.1% Paulson Recovery Master Fund Ltd. 9,700,000 4.8% John Paulson 20,000,000 9.9% Each of Advantage Master, Advantage Plus Master, Select Master and Recovery Master may be deemed to have with Paulson & Co. and John Paulson shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of common Stock beneficially owned by it. A full-text copy of Paulson & Co. Inc.'s Schedule 13D is available for free at http://researcharchives.com/t/s?4a8b 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. * * * 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. CONSECO INC: Registers Proposed Public Sale of $230MM Common Stock ------------------------------------------------------------------ Conseco Inc. has filed a registration statement on Form S-1 for the proposed sale to the public of the Company's common stock, par value $0.01 per share (and associated preferred stock purchase rights, with a proposed aggregate offering price of $230,000,000. The Company disclosed that the proposed sale will commence as soon as practicable after the registration statement is declared effective. A full-text copy of the Company's Form S-1 is available for free at http://researcharchives.com/t/s?4a8c 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. * * * 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. CONSPIRACY ENTERTAINMENT: Swings to $5.3MM Net Loss for Q3 2009 --------------------------------------------------------------- Conspiracy Entertainment Holdings, Inc., swung to a net loss of $5,336,115 for the three months ended September 30, 2009, from net income of $4,875,822 for the same period a year ago. The Company posted a net loss of $4,973,226 for the nine months ended September 30, 2009, from net income of $353,701 for the year ago period. Net sales for the three months ended September 30, 2009, were $1,344,224 from $3,024,146 for the year ago period. Net sales for the nine months ended September 30, 2009, were $5,645,415 from $7,784,004 for the same period a year ago. The decrease in revenues was primarily attributable to last year's releases of Summer Athletics and Crashtime released on X360 and Wii as opposed to the sole new release of Real Heroes: Firefighter during the three months ended September 30, 2009. The Company swung to a net loss of $1,675,796 for the three-month period ended June 30, 2009, from net income of $7,870,778 for the same period a year ago. The Company posted net income of $362,889 for the six months ended June 30, 2009, from net loss of $4,516,370 for the same six-month period a year ago. At September 30, 2009, the Company had $4,189,118 in total assets, including $781,582 in total current assets, against $17,741,553 in total liabilities, all current; resulting in stockholders' deficit of $13,552,435. As of June 30, 2009, the Company had $3,578,903 in total assets and $11,795,223 in total liabilities, all current; resulting in $8,216,320 stockholders' deficit. As of September 30, 2009, the Company had an accumulated deficit of roughly $16,000,000, significant negative working capital, and is in default on its debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. "Recovery of the Company's assets is dependent upon future events, the outcome of which is indeterminable. Successful completion of the Company's development program and its transition to the attainment of profitable operations is dependent upon the company achieving a level of sales adequate to support the Company's cost structure. In addition, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the Company's ability to meet its financing requirements and the success of its plans to develop and sell its products. Management plans to issue additional debt and equity to fund the release of new products in 2009 and 2010 and to continue to generate cash flow from operations," Conspiracy Entertainment Holdings said. Earlier this month, the Company circulated an information sheet and notice seeking written consent from a majority of the holders of the Company's voting capital stock -- in lieu of a special meeting of the stockholders -- for these actions: 1. The filing of an amendment to the Company's Articles of Incorporation to increase the Company's authorized shares of common stock from 100,000,000 shares, par value $0.001 to 1,000,000,000 shares, par value $0.001; 2. To elect two directors to serve subject to the provisions of the By-laws, until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified; and 3. To ratify the selection of Chisholm, Bierwolf, Nilson & Morrill, LLC as the Company's independent auditor for the year ended December 31, 2009. 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?4a80 A full-text copy of the Company's information statement is available at no charge at http://ResearchArchives.com/t/s?4a81 The Form 10-Q report was filed November 23, six days after the Company said it would delay the filing of the report. The Company had said the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant period imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. About Conspiracy Entertainment Holdings Based in Santa Monica, California, Conspiracy Entertainment Holdings, Inc., develops, publishes and markets interactive entertainment software. The Company currently publishes titles for many popular interactive entertainment hardware platforms, such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy Color and Game Boy Advance as well as the next generation hardware platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC. COOPER-STANDARD: Plan Exclusivity Extended to March 31 ------------------------------------------------------ Bill Rochelle at Bloomberg reports that Cooper-Standard Automotive Inc. sought and obtained an extension until March 31 of its exclusive right to propose a reorganization plan. Cooper-Standard is facing litigation with Cooper Tire & Rubber Co. The suit will decide who's entitled to more than $100 million in Canadian tax refunds. The schedule now calls for discovery in the suit to continue until Dec. 18. Motions for the judge to rule without trial are due Jan. 6. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) COYOTES HOCKEY: Stotland Plans to Buy Coyotes, Won't Transfer Team ------------------------------------------------------------------ Mike Sunnucks at Phoenix Business Journal reports that Steve Stotland, a businessman in Montreal, and undisclosed local investors expressed their intention to purchase Phoenix Coyotes and keep them in Arizona. 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. As reported by the TCR on November 5, Judge Redfield T. Baum has 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. Coyotes was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. DANA HOLDING: Moody's Gives Stable Outlook, Affirms 'Caa2' Rating ----------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Dana Holding Corporation's to stable from negative. In a related action Moody's affirmed Dana's ratings: Corporate Family at Caa2, Probability of Default at Caa1, senior secured asset based revolving credit facility at B3 and senior secured term loan at Caa1. The Speculative Grade Liquidity Rating was also affirmed at SGL-3. The change in outlook to stable considers Dana's stabilized performance over the past two quarters which included improvement in operating margin and positive free cash flow generation on lower year-over-year revenues. This stabilized performance resulted from restructuring actions taken earlier in the year, such as headcount reductions, manufacturing efficiencies, and higher pricing. These actions also are expected to benefit the company's credit metrics as global industry conditions improve in 2010. While the overall market conditions for Dana's products are expected to strengthen over the near-term, the results will be uneven geographically and for each segment. Yet, expected improvements in financial covenant cushions resulting from Dana's debt pay down from its recent $263 million equity issuance and the company's high level of cash balances are expected to provide financial flexibility. Dana's PDR at Caa1 reflects ongoing pressures on the company's operations from an expected uneven recovery in the company's end markets. The North American automotive market is expected to improve 15% in 2010 over extraordinarily weak 2009 levels. Dana's North America revenues, the majority of which is light vehicle, represent about 51% of total revenues. While approximately 26% of Dana's 2008 revenues were from the Detroit-3, about two-thirds of this exposure was to Ford which has evidenced market share growth over the recent months. However, in contrast, Moody's believes that European automotive markets (about 8% of Dana's revenues) will decline by 9%. Further pressuring Dana's prospects is its platform mix weighting toward light trucks and SUV's that remain pressured by lackluster housing and construction markets and shifting consumer buying preferences. Moody's also continues to expect commercial vehicle and off-highway vehicle build rates to remain weak into 2010. The notching of Dana's CFR at Caa2 reflects Moody's concern that the company's end markets and the effect of expected ongoing restructuring may not fully support significantly improved EBITDA prospects and resulting enterprise multiples. These pressures continue to support Moody's employing a 40% family recovery rate in its Loss Given Default assessment for the company, which drives the notching of the CFR under the Loss Given Default Methodology. Moody's will continue to assess Dana's prospects and recovery rate expectations as the company's market conditions evolve. The Speculative Grade Liquidity Rating of SGL-3 continues to reflect adequate liquidity. Moody's expects Dana to still generate negative cash flow over the next four quarters largely due to seasonal working capital needs and the potential settlement payment for tax liabilities expected to be resolved from the company's emergence from Chapter 11 in January 2008. However, the company maintained strong cash balances of $814 million at September 30, 2009, aided in part by a portion of the proceeds from the equity issue. Further, Dana has access to external facilities. Availability under the $650 million asset based revolving credit at September 30, 2009 was approximately $178 million under borrowing based limitations and net of letters of credit, though effective availability is reduced to $136 million after consideration for financial covenant limitations. Dana also maintains a European receivables loan facility of Euro 170 million, maturing in July 2012, which had availability of $46 million. Alternative liquidity is limited as all of the company's domestic assets and 66% of the equity of the non-domestic subsidiaries secure the revolving credit and term- loan. There is capacity to incur up to $400 million of additional debt in the foreign subsidiaries, subject to financial covenant limitations. Ratings affirmed: -- Corporate Family Rating, at Caa2 -- Probability of Default Rating, at Caa1: -- $650 million senior secured asset based revolving credit facility, at B3 (LGD3, 43%); -- $1.0 billion (remaining amount) senior secured term loan, at Caa1 (LGD3, 46%); -- Speculative Grade Liquidity rating, SGL-3 The last rating action for Dana Holding Corporation was on August 7, 2009, when the Probability of Default Rating was revised to Caa1/LD. Dana, headquartered in Toledo, Ohio, is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal management products. The company's customer base includes virtually every major vehicle and engine manufacturer in the global automotive, commercial vehicle, and off-highway markets. The company employs approximately 23,000 people in 26 countries. Revenues in 2008 were $8.1 billion. DBSD NORTH AMERICA: DISH Network & Sprint Appeal Confirmation ------------------------------------------------------------- DISH Network Corp. and Sprint Nextel Corp. took an appeal with the District Court the Bankruptcy Court's order confirming the Chapter 11 plan of DBSD North America Inc. While confirmation of the Plan was supported by the bulk of the holders of the Debtors' second lien secured debt, first lien creditor DISH Network, which bought up all of the first lien secured debt in July, at par, and Sprint-Nextel Corporation, which has pending claims -- subject to asserted defenses -- against New DBSD Satellite Services G.P., one of the Debtors, had strongly objected to the confirmation of the Plan. DISH claimed that the Plan fails to satisfy the feasibility requirements of 11 U.S.C. Sec. 1129(a)(11). While their satellite has been launched, and is operational, the Debtors have no current source of revenue. The Debtors presently estimate that over the next four years, they will lose $25 million per year in startup costs. DISH and Sprint had also argued that the Plan fails to satisfy the "best interests of creditors requirement". Sprint said the Plan violates the absolute priority rule. The bankruptcy judge, however, held that the "Gifting" Doctrine -- under which senior secured creditors voluntarily offer a portion of their recovered property to junior stakeholders (as the senior noteholders did here) -- defeats Sprint's absolute priority rule objection. The Chapter 11 Plan As reported by the TCR on Oct. 28, 2009, Judge Robert E. Gerber wrote a bench decision saying he will confirm the Chapter 11 plan of reorganization for DBSD North America and its subsidiaries despite objections to the feasibility of the Plan. The Plan seeks, principally through substantial deleveraging and realignment of operations, to focus on the Debtors' core operations, to capitalize on opportunities in the future. The Debtors will reduce their funded debt and other financial obligations by converting all of their Second Lien Debt and general unsecured claims into equity of the reorganized Debtors. The Plan provides for the Debtors to continue to operate as a pre- revenue enterprise, implementing cost-saving initiatives until the Debtors obtain strategic partnerships with entities that are able to complement the Debtors' satellite offerings or obtain additional capital to continue funding the enterprise. Under the Plan, the Debtors will be deleveraged by over $600 million. The Plan currently contemplates that the Debtors will have $81 million in total debt at the Effective Date, and the total indebtedness can be projected to be in the range of $260 million by 2013. A copy of Judge Gerber's decision containing his Findings of Fact and Conclusions of Law is available for free at: http://bankrupt.com/misc/DBSD_Plan_Decision.pdf About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the proposed financial advisors to the Debtors. The Garden City Group Inc. is the court-appointed claims agent for the Debtors. When the Debtors sought for protection from their creditors, they listed between $500 million and $1 billion each in assets and debts. DELTA AIR LINES: Executives Dispose of Shares --------------------------------------------- In a regulatory filing with the Securities and Exchange Commission, Richard B. Hirst, senior vice president at Delta Air Lines, Inc., disclosed that on November 1, 2009, he disposed of 9,483 shares of Delta common stock, at $7.14 per share. According to Mr. Hirst, the shares were withheld for payment of tax liability upon vesting of 20% of a special one-time restricted stock award, in connection with Delta's merger with Northwest Airlines Corporation on October 29, 2008. He added that the withholding was approved by the Personnel & Compensation Committee of Delta's Board of Directors and is exempted from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e). Following the transaction, Mr. Hirst beneficially owned 325,054 Delta shares. Glen W. Hauenstein, executive vice president for Network Planning and Revenue Management at Delta Air Lines, Inc., reported on November 2, 2009, that he disposed of 16,874 shares of Delta common stock, at $7.14 per share. The shares were withheld for payment of tax liability upon vesting of 20% of a special one-time restricted stock award, in connection with Delta's merger with Northwest Airlines Corporation on October 29, 2008. Subsequently, Mr. Hauenstein became the beneficial owner of 344,672 Delta shares after the transaction. Delta Air Lines Senior Vice President and Chief Financial Officer Hank Halter notified that on November 1, he disposed of 13,175 shares of Delta common stock, at $7.14 per share, which were withheld for payment of tax liability upon vesting of 20% of a special one-time restricted stock award. The withholding is in connection with the Delta/NWA merger. The transaction left Mr. Halter with 231,000 shares of Delta common stock that he beneficially owned. Stephen E. Gorman, executive vice president and chief operating officer at Delta Air Lines, Inc., reported that on November 1, he disposed of 19,309 shares of Delta common stock, at $7.14 per share. Mr. Gorman noted that the shares were withheld for payment of tax liability upon vesting of 20% of a special, one-time restricted stock award granted in connection with the Delta/NWA merger. Following the transaction, Mr. Gorman is deemed to beneficially own 559,869 shares of Delta common stock. Michael H. Campbell, executive vice president for Human Resources & Labor Relations at Delta Air Lines, Inc., informed the Securities and Exchange Commission on November 2, 2009, that he disposed of 16,874 shares of Delta common stock, at $7.14 per share on November 1. The Shares were withheld for payment of tax liability upon vesting of 20% of a special, one-time restricted stock award granted in connection with Delta's merger with Northwest Airlines Corporation on October 29, 2008, as approved by the Personnel & Compensation Committee of Delta's Board of Directors and as exempted from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e). Mr. Campbell is deemed to beneficially own 316,382 shares of Delta common stock following the transaction. Michael J. Becker, executive vice president and chief operating officer of Northwest Airlines Corporation, reported that he disposed of 17,004 shares of Delta Air Lines, Inc. common stock, at $7.14 per share. According to Mr. Becker, the Shares were withheld for payment of tax liability upon vesting of 20% of a special, one-time restricted stock award granted in connection with Delta/NWA merger. Subsequently, Mr. Becker is deemed to beneficially own 461,239 shares of Delta common stock. Richard Anderson, chief executive officer of Delta Air Lines, Inc., disclosed that he disposed of a total of 64,524 shares of Delta Air Lines, Inc. common stock, at a price of $7.14 per share on November 1. The Disposed Shares were withheld for payment of tax liability upon vesting of 20% of a special, one-time restricted stock award granted in connection with Delta/NWA merger. Following the transaction, Mr. Anderson directly and beneficially owned 1,420,882 shares of Delta common stock. Edward H. Bastian, president and chief operating officer of Northwest Airlines Corporation, informed the Securities and Exchange Commission on October 29, 2009, and November 2, 2009, that he disposed of these shares of Delta Air Lines, Inc. on these dates: Transaction Disposed of Price Remaining Date Common Stock Per Share Shares ----------- ------------ --------- --------- 10/28/09 7,500 $7.42 645,219 11/01/09 39,903 $7.14 605,316 11/06/09 10,000 $7.581 595,316 In separate disclosures filed with the U.S. Securities and Exchange Commission dated October 29, 2009, these members of Delta Air Lines, Inc.'s Board of Directors disclosed that each of them disposed of 3,930 shares of Delta common stock on October 27, 2009. In 2009, these non-employee members of Delta's Board of Directors received the annual restricted stock award of $70,000, with a restricted stock award of $40,000 granted in June 2009. The Board Members' shares represent the remaining $30,000 of the annual restricted stock award to the Board Member based on the current market price. The Board Members are: Common Stock Transaction -------------------------- Board Member Date Disposed of Remaining ------------ ------------ ------------ ----------- Roy J. Bostock 10/27/09 3,930 27,478 John S. Brinzo 10/27/09 3,930 19,523 Daniel S. Carp 10/27/09 3,930 24,453 John M. Engler 10/27/09 3,930 24,728 Mickey P. Foret 10/27/09 3,930 24,728 David R. Goode 10/27/09 3,930 29,523 Paula Rosput Reynolds 10/27/09 3,930 19,523 Rodney E. Slater 10/27/09 3,930 24,728 Douglas Steenland 10/27/09 3,930 512,579 Kenneth Woodrow 10/27/09 3,930 19,523 Mr. Foret had indirect ownership of 35,073 Delta shares, as it relates to Aviation Consultants LLC, of which he is a sole member. 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 $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. For the third quarter ended Sept. 30, 2009, Delta Air Lines reported a net loss of $161 million, which reflect significant weakness in the airline revenue environment due to the global recession. 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. DR HORTON: S&P Affirms Corporate Credit Rating at 'BB-' ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on D.R. Horton Inc. In addition, S&P affirmed its 'BB-' rating and '4' recovery rating on the company's senior unsecured notes and S&P's 'B' rating and '6' recovery rating on the senior subordinated notes. The outlook remains negative. "D.R. Horton Inc.'s corporate credit rating reflects continued weak credit metrics and potential for additional inventory impairments and operating losses, despite recent improvements in order trends and margins," said Standard & Poor's credit analyst George Skoufis. "Offsetting these credit weaknesses has been the company's focus on maintaining liquidity throughout the housing downturn, as reflected in a currently strong cash position and manageable intermediate refinancing and capital investment needs, in S&P's view." S&P expects the difficult operating conditions in a number of D.R. Horton's markets to continue, which could continue to weigh on the company's already weak credit metrics and potentially drive additional impairments (given the company's long land position), thereby stalling a return to profitability. As such, D.R. Horton's cash position is a critical support to S&P's rating, which assumes that the company will maintain a significant cash position, of at least $1 billion, in the absence of a revolving credit facility. As long as market conditions remain difficult, S&P would lower S&P's ratings if D.R. Horton is unable to maintain this level of cash. S&P views an upgrade as unlikely in the near term unless the company significantly improves and sustains its profitability. DUBAI WORLD: Int'l Banks Exposed; Fire Sale of Assets Feared ------------------------------------------------------------ The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara Schaefer Munoz, citing a person familiar with the matter, report that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered PLC and ING Groep NV of the Netherlands, are among the international banks that have large exposure in Dubai World. RBS has lent roughly $1 billion to Dubai World, another person said, according to the Journal. Sources also told the Journal Barclays's exposure to Dubai World is roughly $200 million, and that exposure is effectively hedged. David Robertson at The (U.K) Times reports Credit Suisse has estimated that European banks could have EUR40 billion (GBP36 billion) in loans to Dubai and much of this could be at risk if the Gulf emirate defaults. "Banks including HSBC and Royal Bank of Scotland have helped to finance Dubai's acquisitions and are now on the hook if the state cannot repay its debts," Mr. Robertson says. The Journal says the banks with the greatest exposure to Dubai World are Abu Dhabi Commercial Bank and Emirate NBD PJSC, people familiar with the matter said. Executives at the two banks weren't available for comment Thursday, the Journal notes. Dow Jones Newswires' Margot Patrick relates that a report by the Emirates Banks Association said the top eight foreign banks in the United Arab Emirates by lending volume -- HSBC, Standard Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro, Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's Calyon, -- extended about $36 billion in loans in 2008 throughout the federation, without breaking down the loans by emirate or type of borrower. According to Ms. Patrick, Calyon in an email said it has a "small exposure" to Dubai World's debt, and that it doesn't think it has any cause to worry about the announced restructuring. Standard Chartered, according to Ms. Patrick, said it doesn't comment on specific clients and would make a statement if it had anything material to disclose. According to Ms. Patrick, Lloyds Chairman Win Bischoff said the bank has only a small exposure to Dubai that won't affect shareholders or operations. The other banks declined to comment on their Dubai exposure, she says. According to Ms. Patrick, banks that acted as arrangers or bookrunners on Dubai World's $5.5 billion loan facility in June 2008 include HSBC, RBS, Lloyds, ING Groep NV and Cayon, as well as Bank of Tokyo-Mitsubishi UFJ, Sumitomo Mitsui Banking Corp., Emirates Bank and Mashreq Bank. According to Ms. Patrick, ING said its exposure was small. The Asian and Middle Eastern banks couldn't immediately be reached, she says. Government and private-sector offices are closed throughout the Middle East for the Eid holiday. Dow Jones notes banks helping entities to place loans typically keep at least 10% of the total, while syndicating the rest to other banks and institutional investors. Dow Jones says it is possible some of the banks involved in the financing have no remaining exposure to Dubai World. Most of the banks have also worked on financing for other entities controlled by the city state. According to Ms. Patrick, citing Dealogic data, other banks who have worked on bond and loan financings for Dubai entities include Barclays, Citigroup, Credit Suisse Group, Deutsche Bank AG and UBS AG. According to Ms. Patrick, Credit Suisse said its exposure to Dubai World is "not material," while Swiss-based UBS said its exposure in Dubai is small and not material. A person familiar with the matter said Deutsche Bank's exposure to Dubai World wasn't noteworthy, according to Ms. Patrick. The Wall Street Journal says U.K. bank stocks took a beating Thursday, with Barclays, HSBC, Standard Chartered and RBS all tumbling. According to the Journal, Standard & Poor's put four Dubai's banks on credit watch because of their exposure to Dubai World. The cost of insuring against a Dubai default rose to $547,000 a year per $10 million in debt from $318,000 on Tuesday, according to CMA, a credit-data provider, the Journal adds. Holders of a $3.5 billion sukuk, or Islamic bond, issued by Dubai World property subsidiary Nakheel, due next month, face the most immediate threat, according to the Journal. Nakheel bonds dropped from about 110 cents on the dollar before the news Wednesday to about 70 cents, the Journal says. Fire Sale The (U.K) Times' Mr. Robertson reports the standstill raises the possibility that Dubai World could default on its debt. According to Mr. Robertson, the fear in Western markets is that banks risk losing billions, causing more paralysis in the lending markets. Dubai World's difficulties also raise the prospect that it may be forced into a fire sale of its assets. Mr. Robertson ran a list of certain assets acquired by Dubai World or its subsidiaries in recent years: (A) Leisurecorp unit -- bought golf course Turnberry for GBP55 million in 2008. -- owns the Chris Evert tennis centers and more than 200 golf courses across the U.S. (B) Istithmar investment fund -- has $3.5 billion in businesses, including Irish textbook publishers and aerospace companies. -- in 2008 bought a 20% stake in Cirque du Soleil; the Canadian circus performers have since established a permanent base in Dubai. (C) DP World -- acquired Peninsular & Oriental in 2006. -- owns Dubai's Jebel Ali port and various other container terminals around the world. -- operates container terminals at Tilbury, near London, and Southampton, and is building the London Gateway port. (D) Nakheel -- built the Palm Islands in the Gulf 6-Month Standstill The Troubled Company Reporter, citing The Wall Street Journal and Bloomberg News, yesterday ran a story about Dubai World seeking a six-month standstill on its debt obligations. In a statement obtained by the Journal and Bloomberg, the government of Dubai said it would restructure Dubai World and has appointed Deloitte LLP to lead the restructuring effort, naming an executive at the consultancy as the group's "chief restructuring officer." The standstill will immediately affect $3.52 billion of Islamic bonds due December 14 from the Company's property unit Nakheel PJSC. Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World has $59 billion in liabilities. Bloomberg said Dubai accumulated $80 billion of debt by expanding in banking, real estate and transportation before credit markets seized up last year. The Journal said Standard & Poor's in an October report estimated Dubai World could be responsible for as much as 50% of Dubai's total government and corporate debt load of some $80 billion to $90 billion. About Dubai World Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer in global investments. As a holding company it operates a highly diversified spectrum of industrial segments and plays a major role in the emirate's rapid economic growth. Dubai World's investment spans four strategic growth areas of 21st Century commerce namely, Transport & Logistics, Drydocks & Maritime, Urban Development and Investment & Financial Services. Dubai World's portfolio includes DP World, one of the largest marine terminal operators in the world; Drydocks World & Dubai Maritime City designed to turn Dubai into a major ship-building and maritime hub; Economic Zones World which operates several free zones around the world including Jafza and TechnoPark in Dubai; Nakheel the property developer behind iconic projects such as The Palm Islands and The World among others; Limitless the international real estate master planner with current development projects in various parts of the world; Leisurecorp a global sports and leisure investment group, reshaping the industry by unlocking value across investment, development and brand opportunities; Dubai World Africa which oversees the regional development and portfolio of investments in the African continent; and Istithmar World, the group's investment arm that has a global footprint in finance, capital, leisure, aviation and various other business ventures. The Sun Never Sets on Dubai World, its Web site says. DUBAI WORLD: Port Unit DP World Not Part of Restructuring --------------------------------------------------------- The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara Schaefer Munoz report Dubai World on Thursday said its cash- generating ports division, DP World, wouldn't be included in the restructuring. The Journal, citing a person familiar with the matter, said Dubai World is seeking a six-month moratorium on interest payments. During that time, it could negotiate with creditors a restructuring that would pare liabilities, which include $20 billion of loans and bonds coming due in the next 18 months, according to estimates. If the lenders don't agree, Dubai World will default on the notes, the person said, according to the Journal. David Robertson at The (U.K) Times reports DP World became the third-largest port operator globally after its acquisition of Peninsular & Oriental in 2006. DP World also owns Dubai's Jebel Ali port and various other container terminals around the world. It also operates container terminals at Tilbury, near London, and Southampton, and is building the London Gateway port, he says. Mr. Robertson says Dubai World ring-fenced DP World from the rest of the company's debts "to protect the profitable ports division from potential creditors." The Journal says Company executives and representatives didn't respond to requests for comment. According to the Journal, citing Zawya Dow Jones, Sheik Ahmed bin Saeed al Maktoum, head of Dubai's finance committee, said in a statement Thursday that "our intervention in Dubai World was carefully planned and reflects its specific financial position." "We understand the concerns of the market and the creditors in particular. However, we have had to intervene because of the need to take decisive action to address its particular debt burden," he said, promising more details next week, according to the Journal. The Troubled Company Reporter, citing The Wall Street Journal and Bloomberg News, yesterday ran a story about Dubai World seeking a six-month standstill on its debt obligations. In a statement obtained by the Journal and Bloomberg, the government of Dubai said it would restructure Dubai World and has appointed Deloitte LLP to lead the restructuring effort, naming an executive at the consultancy as the group's "chief restructuring officer." The standstill will immediately affect $3.52 billion of Islamic bonds due December 14 from the Company's property unit Nakheel PJSC. Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World has $59 billion in liabilities. Bloomberg said Dubai accumulated $80 billion of debt by expanding in banking, real estate and transportation before credit markets seized up last year. The Journal said Standard & Poor's in an October report estimated Dubai World could be responsible for as much as 50% of Dubai's total government and corporate debt load of some $80 billion to $90 billion. About Dubai World Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer in global investments. As a holding company it operates a highly diversified spectrum of industrial segments and plays a major role in the emirate's rapid economic growth. Dubai World's investment spans four strategic growth areas of 21st Century commerce namely, Transport & Logistics, Drydocks & Maritime, Urban Development and Investment & Financial Services. Dubai World's portfolio includes DP World, one of the largest marine terminal operators in the world; Drydocks World & Dubai Maritime City designed to turn Dubai into a major ship-building and maritime hub; Economic Zones World which operates several free zones around the world including Jafza and TechnoPark in Dubai; Nakheel the property developer behind iconic projects such as The Palm Islands and The World among others; Limitless the international real estate master planner with current development projects in various parts of the world; Leisurecorp a global sports and leisure investment group, reshaping the industry by unlocking value across investment, development and brand opportunities; Dubai World Africa which oversees the regional development and portfolio of investments in the African continent; and Istithmar World, the group's investment arm that has a global footprint in finance, capital, leisure, aviation and various other business ventures. The Sun Never Sets on Dubai World, its Web site says. EASTER SEALS: Two Day Care Centers Eye Property at Green Hills -------------------------------------------------------------- Natalie Mielczarek at Tennessean.com reports that an adult day- care and a child day care is mulling a purchase of a portion of Easter Seals Tennessee's 4.4-acre property off Woodmont Boulevard in Green Hills. Based in Nashville, Tennessee, Easter Seals Tennessee Inc. filed for Chapter 11 protection on May 17, 2009 (Bankr. M.D. Tenn. Case No. 09-05597). Glenn Benton Rose, Esq., Harwell Howard Hyne Gabbert et al., represents the Debtor. In its petition, the Debtor listed assets of between $1 million and $10 million, and debts of $10 million and $50 million. ENTERPRISE PRODUCTS: Moody's Puts Ba1 Rating on 7.00% Jr. Notes --------------------------------------------------------------- Moody's Investors Service assigned Baa3 ratings to approximately $1.66 billion of senior unsecured notes issued by Enterprise Products Operating LLC in exchange for TEPPCO Partners, L.P. notes in connection with the recently completed merger of the two partnerships. EPO is the primary operating subsidiary of Enterprise Products Partners L.P. that issues substantially all of Enterprise's debt. Moody's also assigned a Ba1 rating to approximately $286 million of junior subordinated notes issued by EPO in exchange for TEPPCO's junior subordinated notes. Since substantially all of TEPPCO's rated debt was exchanged for EPO debt, Moody's has withdrawn TEPPCO's Baa3 senior unsecured and Ba1 junior subordinated ratings. The new ratings assigned to the notes issued by EPO were: * $490.5 million 7.625% Senior Notes due 2012 -- Baa3 * $182.6 million 6.125% Senior Notes due 2013 -- Baa3 * $237.6 million 5.90% Senior Notes due 2013 -- Baa3 * $349.7 million 6.65% Senior Notes due 2018 -- Baa3 * $399.6 million 7.55% Senior Notes due 2038 -- Baa3 * $285.8 million 7.00% Junior Fixed/Floating Subordinated Notes due 2067 -- Ba1 The TEPPCO ratings withdrawn were: * $500 million 7.625% Senior Notes due 2012 -- Baa3 * $200 million 6.125% Senior Notes due 2013 -- Baa3 * $250 million 5.90% Senior Notes due 2013 -- Baa3 * $350 million 6.65% Senior Notes due 2018 -- Baa3 * $400 million 7.55% Senior Notes due 2038 -- Baa3 * $300 million 7.00% Junior Fixed/Floating Subordinated Notes due 2067 -- Ba1 The last rating actions on EPO and TEPPCO were on June 29, 2009, when Moody's commented that the proposed merger did not affect either partnership's Baa3 senior unsecured rating or stable outlook. Enterprise Products Operating LLC, headquartered in Houston, Texas, is the primary operating subsidiary of Enterprise Products Partners L.P., a publicly-traded midstream energy master limited partnership. Enterprise's operations include natural gas gathering, processing, transportation and storage; natural gas liquids fractionation, transportation and storage; oil pipelines; offshore production platform services; and petrochemical services. Through its acquisition of TEPPCO Partners L.P., Enterprises has added operations that include transportation and storage of refined products and gathering, transportation, marketing and storage of crude oil. EPIC AIRCRAFT: Has Four Potential Bidders for Assets ---------------------------------------------------- KTVZ.com says four unnamed bidders, which one is an established aircraft maker, are seeking to purchase Epic Aircraft out of bankruptcy. Bend, Oregon based Epic Aircraft -- http://www.epicaircraft.com/- - makes six-seat aircraft jets. Epic Air sold a $1.8 million kit to build a six-seat turboprop aircraft called the LT. But the doors were shut by August, with a note on the front door claiming the owner failed to pay rent and the landlord, ER1, a Delaware limited liability firm, had taken possession of the property. Workers, which totalled 200, later were allowed in to retrieve their tools. ESCADA AG: US Unit Extends Removal Period Until February 10 ----------------------------------------------------------- Judge Bernstein extended the period within which Escada (USA) Inc. may remove actions pursuant to Section 1452 of the Judiciary and Judicial Procedures Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure, through and including February 10, 2010. The Debtor maintained that the Removal Period Extension will provide it with the necessary time to consider and make informed, deliberate decisions concerning the removal of any Action. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: US Unit Proposes Dec. 24 Claims Bar Date --------------------------------------------------- Escada (USA) Inc. sought and obtained a Court ruling for the establishment of deadlines to file proofs of claim against the Debtor in the Chapter 11 case. Judge Bernstein specifically established: (1) December 24, 2009, at 5:00 p.m. Prevailing Pacific Time, as the deadline for persons or entities to file a proof of claim based on prepetition claims, as defined under Section 101(5) of the Bankruptcy Code, including secured claims and priority claims; and (2) February 12, 2010, at 5:00 p.m. Prevailing Pacific Time, as the deadline for Governmental Units, as defined under Section 101 (27) of the Bankruptcy Code, to file proofs of claim. The Court vacates and supersedes a Prior Order it entered which established December 22 as the General Claims Bar Date, Judge Bernstein clarified. Judge Bernstein also approved the Debtor's proposed Proof of Claim Form and the procedures for claim filing. Proofs of claim must conform substantially to Form No. 10 of the Official Bankruptcy Forms and filed either overnight mail, first class mail or by hand delivery to: Escada USA Inc. Claims Processing Center c/o Kurtzman Carson Consultants, LLC 2335 Alaska Avenue El Segundo, CA 90245 (866) 967-0490 or United States Bankruptcy Court Southern District of New York One Bowling Green, Room 534 New York, New York 10004-1408 The official noticing and claims agent in the Debtor's Chapter 11 case, Kurtzman Carlson Consultants LLC, will not accept Proofs of Claim sent by facsimile, telecopy or transmission. Proofs of Claim will be deemed filed only when received by KCC or by the Clerk of the Bankruptcy Court on or before the Bar Date. Proofs of claim must (i) be signed by the individual to whom service of any papers relating to the claim will be directed; (ii) include supporting documentation or an explanation as to why documentation is not available; (iii) be written in the English language; (iv) include a claim amount denominated in United States currency; (v) set forth with specificity the legal and factual basis for the alleged claim, and (vi) conform substantially with the proof of claim form. These persons or entities need not file a proof of claim on or prior to the Bar Date: -- any person or entity that has already filed a proof of claim in a form substantially similar to Official Bankruptcy Form No. 10; -- any person or entity whose claim is listed on the schedules of assets and liabilities filed by the Debtor, provided that (i) the claim is not scheduled as "disputed," "contingent" or "unliquidated," and (ii) the claimant does not disagree with the amount, nature and priority of the claim as set forth in the Schedules; -- any holder of a claim that has been allowed by the Court; -- any person or entity whose claim has been paid in full by the Debtor; -- any holder of a claim for which specific or separate deadlines have previously been fixed by the Court; -- any holder of a claim allowable under Sections 503(b) and 507(a) of the Bankruptcy Code as an expense of administration; and -- any current employee of the Debtor. Any person or entity that holds a claim that arises from the rejection of an executory contract or unexpired lease, must file a proof of claim based on the Rejection on or before the Bar Date. Similarly, holders of equity security interests in the Debtor need not file proofs of interest. If any equity holder asserts a claim against the Debtor, a proof of claim must be filed on or prior to the Bar Date. If the Debtor amends or supplements the Schedules to (i) designate a claim as disputed, contingent, unliquidated or undetermined, (ii) change the amount of the claim, or (iii) add a claim amount that was not listed on the Schedules, the Debtor will give notice of any amendment or supplement to the holders of claims affected by the Amendments and provide the claimholders 30 days to file their proofs of claim. Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York, avers that establishing the Bar Dates will enable the Debtor to receive, process, and begin its analysis of creditors' claims in a timely and efficient manner and proceed to expeditiously conclude the administration of its Chapter 11 case. Judge Bernstein directed the Debtor, pursuant to Rule 2002(f) of the Federal Rules of Bankruptcy Procedure, to publish a notice of the Bar Date in Women's Wear Daily at least 25 days prior to the Bar Date. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Gets Final Nod to Honor Employee Obligations ------------------------------------------------------------- Fairpoint Communications Inc. and its units won final approval from the Bankruptcy Court to honor their prepetition employee obligations: 1. Wages and Commissions. The Debtors' average monthly compensation for Employees, including wages, salaries, commissions and bonuses is approximately $24 million. About 2,970 Employees are paid one week in arrears, while 1,170 Employees are paid on a current basis. FairPoint Logistics, Inc. and FairPoint Communications process and administer the payroll for all of the Debtors' Employees. The Debtors also utilize a commission program for about 200 employees in their sales and client relations department. Sales commissions are earned when sales and call-center Employees sell communication services to new and existing customers. A total of about $450,000 monthly is paid under the Commission Program. Under the Rewards Program, some of the Debtors' employees are eligible for discretionary performance rewards based on sales achievement. The Reward Program costs the Debtors $2.6 million annually. 2. Bonus Programs. Pursuant to the Collective Bargaining Agreements, certain employees of the Debtors are entitled to a Guaranteed Minimum Bonus of $700 per eligible employee, adjusted for overtime and other benchmarks. About 200 technicians are also eligible for Referral Bonuses. 3. Independent Contractor Compensation. The Debtors work with 20 Independent Contractors and pay about $115,000 in contractor compensation per month. 4. Payroll Taxes and Deductions. The Debtors withhold federal, state, and local income taxes as required by applicable law, to pay all employment, unemployment, social security, and similar taxes whether withheld from wages or paid directly by the Debtors to governmental authorities, as well as make other payroll deductions, including retirement and other employee benefit plan contributions, union dues, garnishments, and voluntary deductions. The Debtors' bi- weekly liability for Payroll Taxes as of the Petition Date is about $4 million. 5. Other Compensation. The other forms of compensation the Debtors provide to their Employees are vacation pay, sick leave and personal time-off pay and severance. The Debtors are also prohibited from making payments on account of Employee Wage Obligations or Independent Contract Compensation to any Employee in excess of $10,950 in the aggregate. The Debtors' Severance Program is approved. The Debtors are authorized, but not required, to honor (i) prepetition severance obligations to the extent that the former Employee would otherwise be entitled to receive payment priority under Section 507(a)(4), and (ii) future severance payment obligations to current Employees, provided that the Severance Payments are allowed to be paid pursuant to Section 503(c)(2). The Debtors are also authorized, but not required, to pay all costs in connection with maintaining administration or paying third parties to provide record-keeping relating to the various Employee benefit programs and any related trusts that may be outstanding as of the Petition Date in the ordinary course of business. All applicable banks and financial institutions are authorized and directed, when requested by the Debtors in their sole discretion to honor all checks drawn on or direct deposit and funds transfer instructions relating to the Debtors' accounts and any other transfers that are related to Employee Obligations; provided that sufficient funds are available in the accounts to make those payments. Other First Day Motions The Debtors also won permission, on a final basis, to continue their workers' compensation program. Employees who hold claims under the Workers Compensation Programs are authorized, at the Debtors' direction, to proceed with their workers' compensation claims in the appropriate judicial or administrative forum under the Workers Compensation Program, the Court ruled. The Debtors obtained permission to continue to honor their prepetition customer obligations. The Debtors may perform obligations under their Customer Programs in the ordinary course of business without regard to whether those obligations arose before or after the Petition Date; provided that the Debtors may issue billing credits only to the extent they relate to invoices issued by the Debtors on or after February 1, 2009. The Debtors are allowed, on a final basis, to pay their prepetition taxes and fees. The Court also entered an order prohibiting the Debtors' utility providers from discontinuing service to the Debtors solely on the basis of the Debtors' bankruptcy filing. An updated list of the Debtors' Utilities is available for free at http://bankrupt.com/misc/FairPt_updatedUtilityList.pdf 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) FAIRPOINT COMMS: Net Loss at $77.3 Million at Third Quarter ----------------------------------------------------------- FairPoint Communications Inc. and its affiliates filed with the U.S. Securities and Exchange Commission on November 20, 2009, its financial results for the third quarter ending September 30, 2009. FairPoint reported decreased revenues by $60 million to $268.3 million in the third quarter of 2009 compared to 2008. FairPoint Chief Financial Officer Alfred C. Giammarino said the Company's revenues have been impacted by weakness in the economy during recent months, which has caused a decrease in discretionary customer spending and resulted in an increase in access line losses and a decrease in usage. He added that revenues have also been adversely impacted by the effects of a competition and technology substitution. The Company's net loss for the three months ended September 30, 2009, was $77.3 million compared to a net loss of $25.1 million for the same period in 2009. Mr. Giammarino noted that the difference in net income between 2009 and 2008 is a result of certain factors, which include the fact that compared to the same period in 2008: -- cost of services and sales decreased $24 million to $128.6 million in the third quarter of 2009; -- selling, general and administrative expenses increased $15.7 million to $120.4 million in the third quarter of 2009; -- interest expense increased $7.2 million to $56.9 million in the third quarter of 2009; -- FairPoint recognized non-cash losses of $11.5 million related to derivative financial instruments; and -- depreciation and amortization expense increased $7.8 million to $68.6 million in the third quarter of 2009. As of October 31, 2009, there was 90,015,551 shares of FairPoint common stock, par value $0.01 per share, outstanding. A full-text copy of FairPoint's 2009 Third Quarter Results on Form 10-Q is available for free at the SEC at: http://ResearchArchives.com/t/s?4a7c FairPoint Communications, Inc., and Subsidiaries Consolidated Unaudited Balance sheets As of September 30, 2009 Assets: Current Assets Cash $63,529,000 Restricted Cash 2,083,000 Accounts receivable, net 179,748,000 Materials and Supplies 30,314,000 Other 30,232,000 Deferred income tax, net 58,276,000 -------------- Total current assets 364,182,000 Property, plant and equipment, net 1,976,453,000 Intangible assets, net 217,462,000 Prepaid pension, asset 10,178,000 Debt issue costs, net 24,121,000 Restricted cash 825,000 Other assets 17,533,000 Goodwill 595,120,000 -------------- Total Assets $3,205,874,000 ============== Liabilities and Stockholders' Equity: Current portion of long term debt 2,505,538,000 Current portion of capital lease obligations 2,097,000 Accounts payable 130,775,000 Dividends payable - Accrued interest payable in cash 39,740,000 Accrued interest payable in kind 12,226,000 Interest rate swaps 74,360,000 Other non-operating accrued liability - Other accrued liabilities 80,441,000 -------------- Total current liabilities 2,845,177,000 Long term liabilities: Capital lease obligations 6,041,000 Accrued pension obligation 50,965,000 Employee benefit obligations 246,637,000 Deferred income taxes 118,411,000 Unamortized investment tax credits 4,930,000 Other long-term liabilities 16,786,000 Long term debt, net of current portion - Interest rate swap agreements - --------------- Total long-term liabilities 443,770,000 Stockholders' equity (deficit): Common stock 900,000 Additional paid-in capital 726,195,000 Retained earnings (deficit) (682,217,000) Accumulated other comprehensive loss (127,951,000) --------------- Total stockholders' equity (deficit) (83,073,000) --------------- Total liabilities and stockholders' equity $3,205,874,000 =============== FairPoint Communications, Inc., and Subsidiaries Consolidated Unaudited Statement of Operations For the Three Months Ended September 30, 2009 Revenues $268,284,000 Operating Expenses: Cost of services and sales, excluding depreciation and amortization 128,550,000 Selling general and administrative expense, including depreciation and amortization 120,391,000 Depreciation and amortization 68,570,000 --------------- Total operating expenses 317,511,000 --------------- Income (loss) from Operations (49,227,000) --------------- Other income (expense): Interest expense (56,874,000) Gain (loss) on derivative instruments (11,536,000) Gain on early retirement of debt - Other 214,000 --------------- Total other expense (68,196,000) --------------- Income (loss) before income taxes (117,423,000) Income tax (expense) benefit 40,120,000 --------------- Net Income (Loss) ($77,303,000) =============== FairPoint Communications, Inc., and Subsidiaries Consolidated Unaudited Statements of Cash Flows Nine months Ended September 30, 2009 Cash flows from operating activities: Net (loss) income ($103,898,000) --------------- Adjustments to reconcile net income to net cash provided by operating activities excluding impact of acquisitions: Deferred income taxes (59,089,000) Provision for uncollectible revenue 40,297,000 Depreciation and amortization 205,066,000 Non-cash interest expense 31,137,000 SFAS 106 post-retirement accruals 25,350,000 Gain on derivative instruments (8,595,000) Gain on early retirement of debt, excluding cash fees (12,477,000) Other non-cash items 11,616,000 Changes in assets and liabilities arising from operations: Accounts receivable (44,273,000) Prepaid and other assets 3,243,000 Accounts payable and accrued liabilities (49,953,000) Accrued interest payable 20,896,000 Other assets and liabilities, net (4,687,000) --------------- Total adjustments 158,531,000 --------------- Net cash provided by operating activities 54,633,000 Cash flows from investing activities: Acquired cash balance, net - Net capital additions (130,658,000) Net proceeds from sales of investments and other assets 1,246,000 --------------- Net cash used in investing activities (129,412,000) Cash flows from financing activities: Loan origination costs (2,153,000) Proceeds from issuance of long term debt 50,000,000 Repayments of long-term debt (20,848,000) Contributions from Verizon - Restricted cash 65,595,000 Repayment of capital lease obligations (1,615,000) Dividends paid to stockholders (22,996,000) --------------- Net cash provided by financing activities 67,983,000 --------------- Net increase (decrease) in cash (6,796,000) --------------- Cash, beginning of period 70,325,000 --------------- Cash, end of period $63,529,000 =============== 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) FAIRPOINT COMMS: Proposes Settlement With Capgemini --------------------------------------------------- By this motion, Fairpoint Communications Inc. and its units seek authority from the United States Bankruptcy Court for the Southern District of New York to assume certain agreements with Capgemini U.S. LLC. The Debtors also seek the Court's permission to enter into a settlement agreement with Capgemini. Capgemini was retained by the Debtors to help out in transition activities needed for their acquisition of Verizon Communications Inc.'s landline operations in the North New England region in March 2008. While Verizon remained responsible for certain critical business functions of the NNE Operations pending the closing of the business acquisition, the Debtors needed the assistance of Capgemini to build the back-office infrastructure necessary to implement the transition of certain functions from Verizon's integrated systems to the Debtors' newly created systems or the "Cutover." The final Cutover date was January 2009. However, following the Cutover, the Debtors experienced increased processing time by customer service representatives for new orders, increased processing time for customer invoices, and an inability to execute automated collection treatment efforts. Those issues negatively impacted customer satisfaction and resulted in large increases in customer call volumes into the Debtors' customer-service centers. The Debtors note that while many of those issues were anticipated, the magnitude of the difficulties experienced was beyond their expectations. Ultimately, the Debtors withheld payment of approximately $50,000,000 invoiced by Capgemini for the services it rendered. By July 2009, Capgemini notified the Debtors that it considered the Debtors to be in breach of the parties' agreement. Capgemini further advised the Debtors that absent cure of the alleged breach, it was entitled to terminate its services to the Debtors by August 3, 2009. Following Capgemini's termination notice, the parties' senior management negotiated in good faith in an attempt to resolve the pending disputes. By October 2009, the parties exhausted the dispute resolution process without success and Capgemini noted it was prepared to terminate its services. The Debtors note that in the event Capgemini terminated its services, they would incur considerable cost to replace Capgemini with an alternative service provider. Even if an alternative provider is, it would take approximately six months to make the transition to a new service provider, the Debtors point out. A transition, the Debtors aver, would likely result in a significant disruption to the business operations. Thus, in an effort to further explore a potential resolution of the parties' dispute, Capgemini agreed to toll its termination of services to allow for additional negotiations. Following a brief tolling period, the Debtors and Capgemini finally agreed that certain adjustments to their prior business relationship were required to reach an amiable and economically feasible resolution. Accordingly, on October 9, 2009, the Debtors entered into a Settlement Agreement and Release with Capgemini, which provides for the assumption of: 1. an Information Technology Services Agreement effective as of January 30, 2009, pursuant to which Capgemini agree to continue to provide development and operational support functions to the Debtors; 2. a Master Purchasing Agreement between Capgemini affiliate, Capgemini Technologies LLC, and FairPoint Communications, dated March 29, 2007; and 3. a Settlement Agreement that resolves the parties' disputes. The Debtors believe it is in their best interests to assume the 2009 IT Agreement and the 2007 Purchasing Agreement and consummate the Settlement Agreement. The salient terms of the parties' Settlement Agreement are: (a) Capgemini will to continue providing its services to the Debtors under the 2009 IT Agreement; (b) The Debtors will continue to pay Capgemini its ongoing fees for services performed in the ordinary course of business after October 9, 2009; (c) In addition to $15,000,000 the Debtors paid Capgemini upon execution of the Settlement Agreement, the Debtors will pay an additional $15,000,000 cure amount on December 31, 2009; (d) Capgemini will have an allowed unsecured claim against the Debtors for the remaining balance owed under the Capgemini Agreements of approximately $19,800,000; (e) The Debtors will seek to assume the Capgemini Agreements in accordance with Section 365 of the Bankruptcy Code within 20 days of the Petition Date and that assumption must be granted pursuant to a final order of the Court within 65 days of the Petition Date; (f) Other than the Cure Amount, no further payment of cure to Capgemini will be required in order for the Debtors to assume the Capgemini Agreements pursuant to Section 365; (g) To the extent the Debtors comply with the material terms of the Settlement Agreement and the 2009 IT Agreement, as amended and the Debtors' plan of reorganization meets the conditions delineated in the Settlement Agreement, Capgemini will vote in favor of that plan when solicited and not support or vote in favor of any other plan; and (h) The Debtors and Capgemini will exchange mutual releases of claims or causes of action each party may have against the other. The Court will convene a hearing to consider the Debtors' Motion on January 13, 2010, at 10:00 a.m. Objections are due no later than January 6. 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) FIRST REGIONAL: Receives Nasdaq Non-Compliance Notice ----------------------------------------------------- First Regional Bancorp reported it was contacted by the Nasdaq Stock Market, on November 24, 2009, regarding its listing status under Marketplace Rule 5450(a)(1) because its common stock was below Nasdaq's minimum bid price of $1.00 per share for 30 consecutive business days. The notification has no effect on the listing of the company's common stock at this time. If, by May 24, 2010, the bid price of the company's shares closes at $1.00 per share or more for a minimum period of time, as determined by Nasdaq (usually 10 consecutive business days), Nasdaq will provide the company written confirmation that the company's shares will not be delisted. If the company does not regain compliance by May 24, 2010, Nasdaq will provide written notification that the company's shares are subject to delisting. At that time, the company may appeal Nasdaq's delisting determination, and may submit a plan for regaining compliance with the rule (for example, by effecting a reverse stock split). Alternatively, the company could apply to transfer its common stock to The Nasdaq Capital Market (formerly the Nasdaq SmallCap Market) prior to that date if it satisfies all of that market's initial listing requirements, other than the minimum bid price requirement. If the company applies for such transfer and is approved, then the company would have an additional 180 days to regain compliance with the minimum bid price rule while listed on The Nasdaq Capital Market. First Regional Bancorp is a bank holding company headquartered in Century City, California. Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent. FLYING J: To Sell Oil & Gas Production Biz to Citation for $92MM ---------------------------------------------------------------- Daily Bankruptcy Review reports Flying J Inc. is seeking approval from the U.S. Bankruptcy Court for the District of Delaware to sell its stake in its oil and gas production business to an affiliate of Citation Oil & Gas Corp. for $92 million. On Tuesday, the Troubled Company Reporter said Flying J has agreed to sell its insurance subsidiary, Flying J Insurance Services, for an undisclosed sum to The Buckner Co., based in Salt Lake City, Utah. According to Paul Beebe at The Salt Lake Tribune, Buckner will buy Flying J Insurance Services on January 1. According to Salt Lake Tribune, Flying J in October placed its crude-oil refinery in North Salt Lake up for sale. Flying J also has sold its Longhorn subsidiary, put its refinery in Bakersfield, California, up for sale, and announced plans to merge its Flying J truck stops with rival Pilot Travel Centers. Flying J Insurance and other subsidiaries were not included in the parent's bankruptcy filing. The TCR also said Flying J sought and obtained from the Court an extension of their exclusive periods to file a Chapter 11 plan until February 28, 2010, and solicit votes on that Plan until April 28, 2010. The Debtors said the extension will enable them to finalize a plan of reorganization. The extension will also provide the Debtors and their stakeholders with adequate time to analyze and refine the treatment of the Debtors' creditor constituencies and develop a fair and reasonable distribution scheme. About Flying J Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FOUNTAIN POWERBOAT: Plan Offers 5% to 18% Recovery for Unsecureds ----------------------------------------------------------------- Beth Rosenberg at Trade Only Today reports that Fountain Powerboat Industries files a plan of reorganization, wherein holders of allowed unsecured claims will receive a share of $1 million in full satisfaction of their claims. All unsecured claims are expected to recover between 5% and 18% under the Plan, Ms. Rosenberg notes. The Plan calls for the company founder Reggie Fountain to be president of the reorganized company; Irving Smith as chief financial officer; Carol Price as secretary treasurer; and William Gates as sole director. Ms Rosenberg relates that, according to the disclosure statement, the Plan contemplates that the best opportunities for creditors lies in: * continued operation of the business; * modification and restructuring of the existing secured debt; and * satisfaction of the unsecured claims by means of one cash payment from a capital advance funded by the party acquiring the new equity interests in the reorganized debtors According to the Troubled Company Reporter on Nov. 13, 2009, FB Investment LLC wanted the company's exclusive period to file a plan terminated, saying that it has a superior plan. The exclusive period for management to propose a Plan sets to expire on Dec. 22, 2009. Fountain and Liberty Associates, which is working with the Company's reorganization, objected to FB Investment's termination request, arguing that it threatens to block the Company's confirmation of its plan through extensive litigation that will deplete funds. Fountain Powerboat Industries filed for Chapter 11 bankruptcy protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09- 07132). The Company's affiliates -- Fountain Powerboats, Inc., Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain, Inc., also filed for bankruptcy. John A. Northen, Esq., and Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist Fountain Powerboat in its restructuring efforts. Fountain Powerboat listed $3 in assets and $19,619,331 in liabilities. FOUNTAIN VILLAGE: Beardsley Faces Lawsuit Over Default ------------------------------------------------------ John Beardsley, owner of Fountain Village Development, is facing a complaint sought by plaintiffs for defaulting on a Juneau airplane hanger and owes $1.6 million, according to OregonBusiness. Based in Portland, Oregon, Fountain Village Development filed for Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Ore. Case No. 09-39718). Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., Tonkon Torp LLP, represent the Debtor. In its petition, the Debtor listed assets of between $50 million and $100 million, and debts of between $50 million and $100 million. FOURTH QUARTER 118: Has Until December 4 to File Schedules ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia extended until December 4, 2009, Fourth Quarter Properties 118, LLC, et. al.'s time to file their schedules, statements, lists and initial reports to the U.S. Trustee. Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The Rim, operates a real estate business. The Company filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D. Ga. Case No. 09-13960). James P. Smith, Esq., at Stone & Baxter, LLP, assists the Company in its restructuring efforts. The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. FOURTH QUARTER XLVII: Has Until December 4 to File Schedules ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Georgia extended until December 4, 2009, Fourth Quarter Properties XLVII, LLC's time to file its schedules, statements, lists and initial reports to the U.S. Trustee. The Debtor has asked for an extension until December 17. Fourth Quarter Properties XLVII, LLC, which operates a real estate business, filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D. Ga. Case No 09-13959). The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. FREEDOM COMMUNICATIONS: Appeals Denial of Houlihan Lokey Fixed Fee ------------------------------------------------------------------ According to Bill Rochelle at Bloomberg News, Freedom Communications Inc. is appealing a ruling by the bankruptcy judge who insisted on the right to determine how much compensation will be paid to Houlihan Lokey Howard & Zukin Capital Inc., the company's investment banker and financial adviser. Under the proposal Freedom presented for approval to U.S. Bankruptcy Judge Brendan L. Shannon, Houlihan Lokey was to be paid a fixed fee of $200,000 a month plus $6 million when Freedom completes a recapitalization or restructuring of the existing credit facility. The Bloomberg reports that Judge Shannon, while allowing Houlihan Lokey to work for Freedom, insisted on the right to determine how much the investment banker should be paid considering a range of factors, including the value of the services to the Company. Houlihan Lokey will receive the $200,000 monthly fee, and the transaction fee was reduced to $5 million. Unless Freedom wins the appeal, the bankruptcy judge can decide if the fees are reasonable when the case is finished, Mr. Rochelle says. According to the report, Freedom contends the bankruptcy judge made a mistake by not approving the fixed fees. The Official Committee of Unsecured Creditors had opposed the fixed fees when it was presented for approval with the Bankruptcy Court. The firm's $7.2 million are "grossly excessive" for what amounts to a "straightforward . . . debt-for-equity plan," the creditors committee argued. The creditors committee also pointed out that Houlihan Lokey has a conflict of interest in the case, since its $6 million transaction fee will come before the claims of unsecured creditors. The Chapter 11 Plan Pre-bankruptcy, Freedom Communications reached agreement with its lenders on a restructuring of the Company's debt under Chapter 11. Pursuant to the plan support agreement, lenders owed $771 million will receive $325 million in two secured term loans plus 100% of the stock, subject to dilution. Unsecured creditors would split $5 million in cash if they don't object to the plan, and nothing if they object. Suppliers who continue to provide goods and services will receive full payment for their prepetition claims. Existing stockholders would get 2% of the new stock, along with warrants for 10%, if they don't object to the plan. The Plan Support Agreement will be terminated by the lenders if the Debtors do not obtain confirmation of the Plan within five months. Deadline to consummate the Plan is 11 months after the Petition Date. About Freedom Communications Freedom Communications, headquartered in Irvine, Calif., is a national privately owned information and entertainment company of print publications, broadcast television stations and interactive businesses. The company's print portfolio includes approximately 90 daily and weekly publications, including approximately 30 daily newspapers, plus ancillary magazines and other specialty publications. The broadcast company's stations -- five CBS, two ABC network affiliates and one CW affiliate -- reach more than 3 million households across the country. The Company's news, information and entertainment Web sites complement its print and broadcast properties. Freedom Communications filed for Chapter 11 on Sept. 1, 2009 (Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11 counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as financial advisor while AlixPartners LLC is restructuring consultant. Logan & Co. serves as claims and notice agent. Freedom Communications had $757,000,000 in assets against debts of $1,077,000,000 as of July 31, 2009. FREEDOM COMMUNICATIONS: Sets to Sell Tribune to Thirteenth Street ----------------------------------------------------------------- Freedom Communications said it is ironing out the sale of the operating assets and liabilities of East Valley Tribune to Thirteenth Street Media of Boulder, Colorado, according to eatvalleytribune.com. Randy Miller, president of Thirteenth Street, expects to retain a substantial number of East Valley Tribune employees, source says. The transaction was facilitated by Dirks Van Essen & Murray. About Freedom Communications Freedom Communications, headquartered in Irvine, Calif., is a national privately owned information and entertainment company of print publications, broadcast television stations and interactive businesses. The company's print portfolio includes approximately 90 daily and weekly publications, including approximately 30 daily newspapers, plus ancillary magazines and other specialty publications. The broadcast company's stations -- five CBS, two ABC network affiliates and one CW affiliate -- reach more than 3 million households across the country. The Company's news, information and entertainment Web sites complement its print and broadcast properties. Freedom Communications filed for Chapter 11 on Sept. 1, 2009 (Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11 counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as financial advisor while AlixPartners LLC is restructuring consultant. Logan & Co. serves as claims and notice agent. Freedom Communications had $757,000,000 in assets against debts of $1,077,000,000 as of July 31, 2009. GENERAL MOTORS: Labor Chief Klaus Franz Says Opel Unacceptable -------------------------------------------------------------- Daily Bankruptcy Review reports the labor chief of General Motors Co.'s European division Klaus Franz said Wednesday that the parent company's plan to restructure its Opel and Vauxhall brands isn't acceptable. As reported by the Troubled Company Reporter-Europe on Nov. 19, 2009, the Financial Times said GM planned to cut capacity by 20% to 25% and headcount by 9,000 to 10,000 at its European brands Opel and Vauxhall. The FT disclosed Mr. Reilly said the carmaker hoped to have agreement in principle on loans or guarantees from governments where it has plants within three weeks, and a restructuring plan implemented by the end of this year. GM, however, denied it would engage in a "bidding war" over jobs with European governments from which it is seeking aid, the FT noted. Mr. Reilly, as cited by the FT, said Opel had about US$2.5 billion of liquidity on hand, enough to last "well into the first quarter of next year". 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: Saab Union Dismayed on Koenigsegg Deal Collapse --------------------------------------------------------------- Daily Bankruptcy Review reports that union leaders at Saab Automobiles AB expressed frustration Wednesday at the collapse of talks between Koenigsegg Group AB and General Motors Co. to sell the Swedish auto maker. DBR says the union, however, remained optimistic that a favorable outcome could be found. The Wall Street Journal reported Koenigsegg Group AB said Tuesday it was backing out of the deal to acquire General Motors Co.'s Saab brand, citing a series of costly delays in closing its planned purchase. The Journal's John D. Stoll said the agreement with Koenigsegg, a Swedish maker of exotic cars, had won financial backing from the Swedish government, but in the end, taking on Saab proved to be too costly for a boutique car maker with no high-volume manufacturing experience. The New York Times reported that GM said Tuesday its board planned to determine next week what to do with Saab. Closing the brand, as GM initially planned to do if it could not find a buyer, is a strong possibility, two people with direct knowledge of the company's plans said, according to NY Times. The people spoke on condition of anonymity because the board had not made its decision. NY Times said other options for GM are to seek another buyer or keep Saab, though both those steps are considered less likely. NY Times notes that when Penske Automotive terminated its deal to buy Saturn in September, GM immediately announced that the brand and its dealerships would close. The Journal reported officials of the Swedish government, currently the only source of financing for a Saab restructuring, said the future of the operation and its 4,000 workers hinges on another buyer surfacing. In an interview Tuesday, Saab Managing Director Jan-Ake Jonsson said it is "premature" to speculate on the company's fate, Mr. Stoll relates. "Mr. Jonsson said he was informed of Koenigsegg's decision late Monday. Because he had been dealing exclusively with Koenigsegg and its partner, China's Beijing Automotive Industry Holding Co., for the past several months, he said it is impossible to gauge whether there remains an appetite among other investors for Saab," according to Mr. Stoll. According to the Journal, many industry observers say the emergence of another buyer for Saab is unlikely amid the car business' historic downturn. Mr. Stoll said the surprise collapse of the Saab deal means GM and its newly formed board of directors are faced with yet another tough decision on the company's global product portfolio. In recent months, the board approved, then ultimately reversed, Chief Executive Frederick "Fritz" Henderson's plan to sell majority control of GM's Germany-based Opel unit. As part of its downsizing, GM also is phasing out its Pontiac brand, the Journal notes. "If GM chooses to keep Saab, it may have to find a way to replace at least part of the EUR400 million ($598 million) loan from the European Investment Bank that the Swedish government guaranteed to Saab. Under its terms, Saab needs to find a private investor to take it over," according to Mr. Stoll. According to the Journal, with projected sales of fewer than 50,000 vehicles globally this year, Saab represents less than 1% of GM's total sales. Revamping its aging vehicle lineup and retooling its plants could consume billions of dollars. NY Times said GM paid $600 million for half of Saab in 1990 and $125 million for the rest in 2000. Terms of the deal with Koenigsegg have not been revealed, but it was contingent on $600 million of financing from the European Investment Bank and Swedish government guarantees, NY Times says. GM, the Journal recalled, purchased half of Saab about 20 years ago for $500 million, and picked up the other half a decade later for under $200 million. GM has said Saab recorded only one year of black ink during that period. According to NY Times, analysts believe closing Saab would cost GM considerably less than it is spending to shut down Saturn, and failing to sell Saab is not expected to affect GM's post- bankruptcy recovery. 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: Wood Can Use Cash Collateral Until January 15 -------------------------------------------------------------- The Hon. Dennis O'Brien of the U.S. Bankruptcy Court for the District of Minnesota authorized Wood Manufacturing Company, Inc., a debtor-affiliate of Genmar Holdings, Inc.: -- to use cash, including cash collateral, that is subject to the liens of the secured lenders, Textron Financial Corporation, and other parties, until Jan. 20, 2010; and -- grant adequate protection to Textron and secured lenders. Upon the agreement of Textron and secured party lenders, the Debtors are authorized to use cash collateral until Feb. 15, 2010, without further order of the Court. The Debtors related that their primary financing was through a credit facility with Wells Fargo, N.A., and Fifth Third Bank, with obligations totaling $70,800,000 plus accrued costs as of June 1, 2009. The Debtors added that the financing sources previously available to them and their dealers became more restrictive and, in some cases, unavailable. The Debtors have concluded that financing will only be available through the debtor-in-possession loan process, and sought relief through Chapter 11. Wood entered into a receivables financing agreement dated Dec. 17, 2008, with Textron as the lender. As of Sept. 30, 2009, the face value of the scheduled receivables totaled $1,785,996. As of Sept. 30, 2009, the outstanding amount of Wood's obligations to Textron was $5,088,118. Of that amount, $2,748,753 represented Textron Financial Collateral. The remaining $2,339365 represented unscheduled receivables. As adequate protection for the use of cash collateral, Wood will grant replacement liens to Textron, or any other entity with a security interest in specific receivables. Wood will use the cash collateral to fund its operations. About Genmar Holdings, Inc. 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. Manchester Companies, Inc., was named Chief Restructuring Officer of Genmar and approved by the Bankruptcy Court in June and has been managing the company's restructuring process since then. GLASSLINE PARTNERSHIP: Files Schedules of Assets and Liabilities ---------------------------------------------------------------- Glassline Partnership Ltd. filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $18,000,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,390,607 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,004,825 ----------- ----------- TOTAL $18,000,000 $11,395,432 Houston, Texas-based Glassline Partnership Ltd. filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. S.D. Tex. Case No. 09-38397). Matthew Hoffman, Esq., at Law Offices of Matthew Hoffman, p.c., assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. GLOBAL ENERGY: To Liquidate Non-Core Assets in Bankruptcy --------------------------------------------------------- Global Energy Holdings Group Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Court for the District of Delaware to protect its assets and restructure, and liquidate non- core assets of its business. Affiliates included in the filing are Augusta Biofuels LLC, GES- Live Oak Hickory Ridge LLC, Spring Hope Biofuels LLC and Xethanol Biofuels LLC, according to TradingMarkets.com The Associated Press says the Company has $28 million in assets and $3.7 million in liabilities. J. Scott Trubey, staff writer at Atlanta Business Chronicle, relates recession and fallout of high corn prices on the ethanol industry affected the company. About Global Energy Global Energy Holdings Group, Inc. -- http://www.gnhgroup.com/-- is a diversified renewable energy company based in Atlanta, Georgia. Global develops renewable energy projects, including biomass gasification and landfill-gas-to-energy projects. Global also coordinates and implements energy-efficiency projects, such as cogeneration and heat recovery, for organizations that include government agencies and the U.S. military. Global provides tailored solutions that capitalize on the nation's need for diverse energy resources, while investing in promising innovations to help power the future. GLOBAL ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Global Energy Holdings Group, Inc. fdba Xethanol Corporation 3348 Peachtree Road NE, Suite 250 Atlanta, GA 30326 Case No.: 09-14192 Chapter 11 Petition Date: November 25, 2009 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge:?Peter J. Walsh Debtor's Counsel: Charles J. Brown, Esq. Archer & Greiner, P.C. 300 Delaware Avenue, Suite 1370 Wilmington, DE 19801 Tel: (302) 777-4350 Fax: (302) 777-4352 Email: cbrown@archerlaw.com Total assets: $10.30 million as of Sept. 30, 2009 Total debts: $5.27 million as of Sept. 30, 2009. The petition was signed by Jimmy L. Bobo, the company's chief executive officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Frazier & Deeter LLC $140,000 Gary Klein $60,204 Geoplasma, LLC $10,000,000 c/o Richard L. Robbins 999 Peachtree Street, NE Suite 1120 Atlanta, GA 30309-3996 Georecoverlive Oak, LLC $10,000,000 c/o Richard L. Robbins 999 Peachtree Street, NE Suite 1120 Atlanta, GA 30309-3996 Global Energy and Management, LLC $250,000 c/o Robert A. Vort, LLC 2 University Plaza Hackensack, NJ 07601 Greenberg Traurig LLP $96,752 Imowitz Koenig & Co. LLP $159,229 Jacoby Energy Development, $10,000,000 Inc. c/o David Roland Hughes 2300 Marquis Two Tower 285 Peachtree Street, NE Atlanta, GA 30303 Kathy Robb $56,967 MACTEC Engineering & $92,009 Consulting Nelson Mullins Riley & $335,062 Scarborough 999 Peachtree Street NE 14th Floor Atlanta, GA 30309-3964 Paduano & Weintraub LLP $214,616 Randal White $57,976 Randall D. Quintrell P.C. $225,000 Shiboleth LLP $81,621 Sutherland Asbill & Brennan $33,988 LLP The Legacy Group $56,250 Transwestern Tower Place $134,787 200 LLC Weinberg, Wheeler $185,833 William Haynes $55,232 GOLDEN EAGLE: Posts $619,000 Net Loss for September 30 Quarter -------------------------------------------------------------- Golden Eagle International, Inc., reported a net loss of $619,470 for the three months ended September 30, 2009, from a net loss of $381,562 for the year ago period. Golden Eagle reported a net loss of $1,568,808 for the nine months ended September 30, 2009, from a net loss of $1,096,108 for the year ago period. Golden Eagle said revenues were $5,494 for the three months ended September 30, 2009, from $55,518 for the year ago period. Golden Eagle reported revenues of $4,179,260 for the nine months ended September 30, 2009, from $55,518 for the year ago period. At September 30, 2009, the Company had total assets of $7,204,602 against $2,971,043 in total liabilities. Going Concern "Our auditors issued a going concern opinion on our audited financial statements for the fiscal year ended December 31, 2008 as we had a significant working capital deficit and we had substantial losses since our inception. These and other matters raise substantial doubt about our ability to continue as a going concern. Due to our working capital deficit of ($1,187,790) at September 30, 2009 and ($1,117,600) at December 31, 2008, we are unable to satisfy our current cash requirements for any substantial period of time through our existing capital. We anticipate total operating expenditures of approximately $1,000,000 as well as contractual commitments of approximately $2,800,000, pending adequate financing over the next twelve months for general and administrative expenses. If we do not raise adequate financing to meet our obligations, we may not be able to continue as a going concern," Golden Eagle said. "Our cash balance of $5,127 as September 30, 2009, is insufficient to meet these planned expenses. In order to continue to pay our expenses, we hope to generate revenue from our contract to operate the Jerritt Canyon mill and may seek to raise additional cash by means of debt and/or equity financings. We have substantial commitments . . . that are subject to risks of default and forfeiture of property and mining rights," Golden Eagle said. The Company noted if it is unable to meet its obligations, or negotiate satisfactory arrangements, it may have to liquidate its business and undertake any or all these steps: -- Significantly reduce, eliminate or curtail business operating activities to reduce operating costs; -- Sell, assign or otherwise dispose of assets, if any, to raise cash or to settle claims by creditors; -- Pay liabilities in order of priority, if the Company has available cash to pay such liabilities; -- If any cash remains after the Company satisfies amounts due to creditors, distribute any remaining cash to shareholders in an amount equal to the net market value of the Company's net assets; -- File a Certificate of Dissolution with the State of Colorado to dissolve the corporation and close the business; -- Make the appropriate filings with the Securities and Exchange Commission so that the Company will no longer be required to file periodic and other required reports with the Securities and Exchange Commission; and -- Make the appropriate filings with FINRA to affect a de-listing of the Company's stock. Bankruptcy Warning "If we have any liabilities that we are unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter 7 bankruptcy petition. If our creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will take priority over our stockholders. If we fail to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such creditors may institute proceedings against us seeking forfeiture of our assets, if any. At the date of this filing, we have not contemplated seeking any protection in bankruptcy and have always been able to resolve our pending liabilities satisfactorily. However, we cannot guarantee that this will always be the case in the future," the Company said. "We do not know and cannot determine which, if any, of these actions we will be forced to take. If any of these foregoing events occur, investors could lose their entire investment in our shares," it added. 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?4a84 The Form 10-Q was filed on November 23, one week after the Company said it would delay the filing of the report. The Company had said the Form 10-Q could not be filed without unreasonable effort or expense due to compliance standards required of both the U.S. parent company, as well as its wholly owned Bolivian subsidiary, by recent legislation. About Golden Eagle Headquartered in Salt Lake City, Utah, Golden Eagle International, Inc., (OTCBB: MYNG) is engaged in contract gold milling operations in the state of Nevada in the United States. It has also been involved in the business of minerals exploration, mining and milling operations in Bolivia through its Bolivian-based wholly owned subsidiary, Golden Eagle International, Inc. (Bolivia); however it is engaged in no operations in Bolivia at this time as certain of those operations are suspended pending changes in the social/political and mine taxing environments in Bolivia while the Company has terminated its interest in other Bolivian projects. The Company has entered into an agreement with Queenstake Resources USA, Inc., a wholly owned subsidiary of Yukon-Nevada Gold Corp., to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada. GRAHAM PACKAGING: Closes $253.3MM Offering of 8-1/4% Senior Notes ----------------------------------------------------------------- Graham Packaging Holdings Company on November 24, 2009, said its wholly owned subsidiary, Graham Packaging Company, L.P., completed its offering of $253,378,000 aggregate principal amount of 8-1/4% senior notes due 2017. Graham Packaging used the net proceeds from the offering, along with cash on hand, to fully discharge its obligations with respect to its $250 million aggregate principal amount of existing 8.5% senior unsecured notes due 2012. The redemption is expected to be completed on December 24, 2009. The 8-1/4% Notes were co-issued with Graham Packaging Company, L.P.'s subsidiary, GPC Capital Corp. I, and guaranteed by Graham Packaging and certain domestic subsidiaries of Graham Packaging Company, L.P. The Company announced the Notes offering on November 18, saying its Graham Packaging Co. unit would offer $250 million of the Notes. The 8-1/4% Notes mature on January 1, 2017. The Notes were issued pursuant to an indenture, dated November 24, 2009, with The Bank of New York Mellon, as trustee. Interest on the 8-1/4% Notes will be payable in cash on January 1 and July 1 of each year, commencing on July 1, 2010. The Notes were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for the branded food and beverage, household, personal care/specialty and automotive lubricants product categories. As of September 30, 2009, the Company operated a network of 84 manufacturing facilities throughout North America, Europe and South America. Graham Packaging's consolidated balance sheets at September 30, 2009, showed $2.067 billion in total assets and $2.937 billion in total liabilities, resulting in a $869.6 million partners' deficit. GREEKTOWN HOLDINGS: Noteholders Amend Alternative Plan ------------------------------------------------------ An ad hoc group of prepetition secured lenders whose members are the holders of a majority of the beneficial interests in outstanding debt under the Debtors' Prepetition Credit Agreement, asked Judge Shapero to adjourn the confirmation hearing on the Debtors' Plan to allow parties-in-interest an opportunity to review the alternative Chapter 11 Plan submitted by MFC Global Investment Management (U.S.) LLC and certain other noteholders. Representing the Ad Hoc Lender Group, C. David Bargamian, Esq., at Barris Sott Denn & Driker PLLC, in Detroit, Michigan, notes that the Noteholder Plan Proponents were able to get the support of the Ad Hoc Lender Group and the Official Committee of Unsecured Creditors for their Alternative Chapter 11 Plan. He tells the Court that after extensive negotiations, the Noteholder Plan Proponents and the Ad Hoc Lender Group agreed on Nov. 13, 2009, to various modifications to the Noteholder Plan, which enabled the Ad Hoc Lender Group to add their support for the Alternative Plan. The modifications are described more fully in a letter agreement between the Noteholder Plan Proponents and the Ad Hoc Lender Group. Among other things, the Letter Agreement provides that: * The Ad Hoc Lender Group will support the Noteholder Plan, subject to the Noteholder Plan Proponents meeting certain enumerated "milestone" dates for confirmation and emergence; * The Noteholder Plan Proponents will not object or interfere with the Debtors' Plan if a "Milestone Failure Event" occurs. A "Milestone Failure Event" is defined in the Letter Agreement as (i) the failure of the Noteholder Plan to be confirmed on or prior to January 31, 2010 or, in the event a third party files a competing plan of reorganization, March 31, 2010, or (ii) the failure of the effective date of the Noteholder Plan to occur by June 30, 2010; * The Noteholder Plan Proponents and the Ad Hoc Lender Group will provide the Debtors with replacement debtor-in- possession financing of up to $200,000,000, to refinance the Debtors' current debtor-in-possession credit agreement while the Noteholder Plan Proponents solicit votes for their Chapter 11 plan; and * To ensure adequate liquidity for the Debtors post-emergence, the Ad Hoc Lender Group will commit to purchase $185 million of the senior secured notes to be issued under the Noteholder Plan on the terms set forth in the Letter Agreement and the Noteholder Plan Proponents will commit to purchase $200 million of senior secured notes on the same terms. Mr. Bargamian asserts that the Noteholder Plan, as will be amended to reflect the agreements set forth under the Noteholder- Ad Hoc Lender Group Letter Agreement, represents a markedly better alternative for the Debtors and their creditors than the Debtors proceeding with confirmation alone. "At the very least, this deal ensures that the Debtors can emerge from chapter 11 in the near term without the time and expense of protracted litigation with the bondholders," Mr. Bargamian points out. For these reasons, the Ad Hoc Lender Group asserts that the Noteholder Plan should be permitted to proceed to confirmation before the Court takes up confirmation of the Debtors' Plan. The Ad Hoc Lender Group thus asks the Court to adjourn the confirmation of the Debtors' Plan until January 31, 2010, or March 31, 2010, if a third party files a competing plan. "Proceeding with a contested confirmation fight on the Debtors' Plan at this time is unnecessary and would be extraordinarily wasteful in light of the fact that the Debtors' key creditor constituencies all support the Noteholder Plan," Mr. Bargamian contends. Debtors Also Support Noteholder Plan Charles M. Moore of Conway MacKenzie Inc., a turnaround expert employed by the Debtors, disclosed in an interview with The Detroit Free Press that Greektown Casino "is very supportive of [the Noteholder] plan." In the same Detroit Free Press interview, Mr. Moore said that "it has been a very lengthy negotiating process, but it is being done." He added that "all parties are aiming toward the same goal, which is to speed the casino's exit from bankruptcy." Greektown Casino apparently has changed its position on the Noteholder Plan. The Company said in early November that it believed the Noteholder Plan is an effort to delay the confirmation hearing. Representing the Noteholders, Allan Brilliant, Esq., at Goodwin Proctor LLP, in New York, related in a Bloomberg News interview that all major parties support the Noteholder Plan because "the reality is it's a higher and better offer." Parties Agree on Plan Hearing Dates, Noteholder Modify Plan In a Court-approved stipulation, the Debtors, Merrill Lynch Capital Corporation, as administrative agent for the Prepetition Lenders, the DIP Lenders, the Official Committee of Unsecured Creditors, the Noteholder Plan Proponents, Deutsche Bank Trust Company Americas, as Indenture Trustee, and the Ad Hoc Lender Group agreed that: (a) the hearing to consider the Noteholder Disclosure Statement will be on December 4, 2009, and the hearing to consider confirmation of the Noteholder Plan will be on January 12, 2010; (b) the confirmation hearing on the Debtors' Plan will be adjourned to a date to be determined by the Court at a hearing which may be held on an expedited basis, which will take place after a "Milestone Failure Event"; (c) the Noteholders will modify the Noteholder Plan and Disclosure Statement to provide: -- an increase in recovery to non-noteholder unsecured creditors to $10 million in a manner acceptable to the Committee; -- payment of reasonable indenture trustee fees and expenses; -- resolution of avoidance action treatment as agreed with the Indenture Trustee and the Committee; -- releases and exculpation on the same terms as exculpation and releases granted to the Committee, the Indenture Trustee, and the Noteholders for: (1) all current and former officers and members of the board of directors or board of managers, as applicable, of each of the Debtors; (2) all current and former employees of each of the Debtors, in each case in their capacities, and (3) members of any committee of the board of directors or managers, as applicable, of each of the Debtors, and their heirs, personal representatives, guardians, custodians and personal administrators; (4) the DIP Agent; (5) the Prepetition Lenders; and (6) the DIP Lenders, provided that the parties that are excluded from the definition of "Released Parties" will not be exculpated and released; and -- for modifications, if any, that are needed to confirm the Noteholder Plan pursuant to the terms of the Noteholder-Ad Hoc Lenders Group Letter Agreement. In a separate order, the Court directed the Noteholder Plan Proponents to file their Modified Plan by November 20, 2009. Accordingly, the Noteholder Plan Proponents submitted an Amended Noteholder Plan and Noteholder Disclosure Statement as scheduled on November 20. The Amended Noteholder Plan calls for a $200 million equity offering, the issuance of as much as $400 million of new secured notes, and a higher recovery for general unsecured creditors, according to Bloomberg News. The Amended Noteholder Plan contemplates the execution of these transactions: (1) Greektown Holdings LLC, Greektown Casino LLC, Contract Builders Corporation, and Realty Equity Company, Inc. will continue to exist as Reorganized Holdings, Reorganized Casino, Reorganized Builders, and Reorganized Realty. Each entity will retain all of the assets held by the predecessor entity as of the date of Confirmation. (2) A new holding company classified as a corporation for U.S. federal income tax purposes will be formed, which will hold, either solely or together with a newly formed subsidiary 100% of the equity interests in Reorganized Holdings; (3) With the exception of certain causes of action, all assets of each of the Non-reorganizing Debtors will be transferred to Reorganized Casino, free and clear of all claims and encumbrances, and as soon thereafter as practicable, each of the Non-reorganizing Debtors will be dissolved. The Non-reorganizing Debtors' Causes of Action will be transferred to and vest in Reorganized Holdings. (4) Except as otherwise provided, all agreements, instruments, and other documents evidencing any equity interest in Holdings, or in any of the Non-reorganizing Debtors, and any right of any Holder, including any related Claim, will be deemed cancelled, discharged, and of no force or effect. (5) The Holders of DIP Facility Claims will be paid in Cash in full satisfaction of their allowed claims from the proceeds of the Rights Offering and Exit Facility. (6) The Holders of Prepetition Credit Agreement Claims will be paid in Cash in full satisfaction of their Allowed Claims from the proceeds of the Rights Offering and the Exit Facility. (7) A new company will issue 140,000 shares of New Common Stock to be distributed to the Bondholders on a pro rata basis. (8) Holders of Bond Claims will be allowed to subscribe to the Rights Offering on a pro rata basis and purchase Rights Offering Securities of Newco as provided for in the Amended Noteholder Plan. The "Put Parties" will purchase any Rights Offering Securities not purchased and certain Put Parties will purchase an additional 150,000 Rights Offering Securities so that Reorganized Greektown will realize a $200 million equity infusion. The Put Parties will receive certain fees in exchange for their commitment. (9) Holders of Allowed Claims in the General Unsecured Classes will receive their pro rata portion of $10,000,000 in Cash plus a share of the Litigation Trust Interests. (10) Reorganized Greektown will obtain an exit financing, including a $30 million revolving line of credit, approximately $385 million of New Senior Secured Notes, or any other credit facility, subject to certain limitations and approval by the Noteholder Plan Proponents and, to the extent required under the terms of a Letter Agreement. (11) Monroe Partners, L.L.C., and Kewadin Greektown Casino, L.L.C., will not be reorganized, and will remain in Chapter 11 until (i) they confirm their own plans of reorganization, or (ii) their Chapter 11 cases are dismissed or converted to Chapter 7 cases pursuant to Section 1112 of the Bankruptcy Code. Treatment of Claims under Amended Noteholder Plan The Amended Noteholder Plan divides all Claims and Interests, except Administrative Claims, Priority Tax Claims, and other Priority Claims, into various Classes. The recovery ranges under each Class are based on various assumptions, including assumptions about the total amount of Allowed General Unsecured Claims and assumptions concerning Reorganized Greektown's value. All Allowed Administrative Claims will be paid cash equal to the unpaid portion of the Allowed Administrative Claim or payment pursuant to an agreement with the Debtors. Priority Tax Claims will be paid in cash in the aggregate amount of the Claim plus simple interest at the rate required by applicable law on any outstanding balance from the Petition Date, or at a lesser rate as is set by the Bankruptcy Court or agreed to by the Holder of an Allowed Priority Tax Claim; or will be treated as is agreed to by the Holder of an Allowed Priority Tax Claim and the Debtors. The rest of the claims are classified into 27 classes: Class 1: Prepetition Lenders' Claims Against Holdings Class 2: Other Allowed Secured Claims Against Holdings Class 3: Bond Claims Against Holdings Class 4: General Unsecured Claims Against Holdings Class 5: Intercompany Claims Against Holdings Class 6: Interests in Holdings Class 7: Prepetition Lenders' Claims Against Casino Class 8: Other Allowed Secured Claims Against Casino Class 9: General Unsecured Claims Against Casino Class 10: Intercompany Claims Against Casino Class 11: Prepetition Lenders' Claims Against Holdings II Class 12: Other Allowed Secured Claims Against Holdings II Class 13: Bond Claims against Holdings II Class 14: General Unsecured Claims Against Holdings II Class 15: Intercompany Claims against Holdings II Class 16: Prepetition Lenders' Claims Against Builders Class 17: Other Allowed Secured Claims Against Builders or Builders Property Class 18: General Unsecured Claims Against Builders Class 19: Intercompany Claims Against Builders Class 20: Prepetition Lenders' Claims Against Realty Class 21: Other Allowed Secured Claims Against Realty or the Realty Property Class 22: General Unsecured Claims Against Realty Class 23: Intercompany Claims Against Realty Class 24: Prepetition Lenders' Claims Against Trappers Class 25: Other Allowed Secured Claims Against Trappers or Trappers Property Class 26: General Unsecured Claims Against Trappers Class 27: Intercompany Claims Against Trappers Claims in Classes 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24, and 25 are expected to receive a 100% recovery under the Amended Noteholder Plan. The claims under these Classes will be fully paid in cash. Claims in Classes 4, 5, 9, 10, 14, 15, 18, 19, 22, 23, 26, and 27 are expected have a 10% to 30% recovery. The claims under these Classes will either be paid by a distribution of cash from the "Unsecured Distribution Fund" or an interest-free note from the "Obligor Debtor" in a principal amount equal to a percentage of the total amount if the claim is an intercompany claim. Claims in Classes 3 and 13 expect are expected to have a 4.7% to 10% recovery. The recovery estimation does not include any value attributable to the right to participate in the Rights Offering or any proceeds from the Litigation Trust. The recovery will come in the form of the claim holders' pro rata share of 140,000 shares of New Common Stock from the Debtors; a share of the Holdings Litigation Trust Interest equal to the proportion that the Holder's Allowed Bond Claim bears to the aggregate amount of all Allowed Bond Claims and all Allowed General Unsecured Claims in Class 4; and the right to participate in the Rights Offering and purchase the Holder's Pro Rata share of Rights Offering Securities as provided under the Amended Noteholder Plan. Claims under Class 6 will not receive any distribution. Claim Holders in Classes 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24 and 25 are Unimpaired under the Plan and are deemed to accept the Plan. Claim and Interest Holders in Classes 5, 6, 10, 15, 19, 23 and 27 are wholly impaired and are deemed to reject the Plan. Accordingly, Claim and Interest Holders in Classes 1, 2, 5, 6, 7, 8, 10, 11, 12, 16, 17, 19, 20, 21, 23, 24, 25 and 27 are not entitled to vote on the Plan, and their votes will not be solicited. Only Claim Holders in Classes 3, 4, 9, 13, 14, 18, 22 and 26 may vote to accept or reject the Plan. Liquidation and Valuation Analyses under Amended Noteholder Plan The Noteholder Plan Proponents believe that the Amended Noteholder Plan will produce a greater recovery for Allowed Claim and Interest Holders than that which would be achieved in a liquidation under Chapter 7 of the Bankruptcy Code because of, among other things: (1) the additional Administrative Claims generated by conversion to Chapter 7 cases; (2) the administrative costs of liquidation and associated delays in connection with Chapter 7 liquidations; (3) the negative impact on the market for the Debtors' assets resulting from attempts to sell the assets in a short time frame; and (4) regulatory concerns and impairment of value in connection with Chapter 7 liquidations, each of which likely would diminish the overall value of the Debtors' assets available for distributions. The Noteholder Plan Proponents believe that the Debtors' prior valuation analysis and financial projections underestimate the value of Reorganized Greektown. The Noteholder Plan Proponents thus solicited the assistance of Charles S. Edelman LLC for the preparation of their own Valuation Analysis. The Noteholder Valuation Analysis is premised on the financial projections of the Debtors and the Creditors Committee's financial advisor, XRoads Solutions Group LLC; and is based on data and information as of October 16, 2009. The Noteholder Valuation Analysis indicates that the estimated reorganization value of Reorganized Greektown is within: -- a hypothetical range of $626.7 million to $696.2 million with a mid-point estimate of $662.7 million, when utilizing the Debtors' Financial Projections; and -- a hypothetical range of $677.6 million to $754.1 million with a mid-point estimate of $715.6 million, when utilizing XRoads' Financial Projections. Copies of the Amended Noteholder Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/GrktnAmNotPlan.pdf http://bankrupt.com/misc/GrktnAmNotDS.pdf Objections to the Amended Noteholder Plan and Disclosure Statement are due no later than December 1, 2009. Proposed Plan Schedule In light of the Alternative Plan filed with the Court, the Noteholder Plan Proponents ask the Court to approve the adequacy of the Disclosure Statement accompanying their proposed Chapter 11 Plan. The Noteholder Plan Proponents also ask the Court to: (1) fix December 1, 2009, as the record date to determine which creditors are entitled to receive a solicitation package; (2) approve the notice of the hearing and objection procedures in respect of confirmation of the Amended Noteholder Plan, and set January 12, 2010, as the date for the hearing on confirmation of the Amended Noteholder Plan; (3) approve the Noteholder Solicitation Packages and proposed procedures for distribution; (4) approve the forms of ballots and establish procedures for voting on the Amended Noteholder Plan; (5) approve the form of notice to non-voting classes under the Amended Noteholder Plan; and (6) approve the Subscription Forms and subscription procedures for purposes of the Rights Offering. Representing the Noteholder Plan Proponents, Allan S. Brilliant, Esq., at Goodwin Procter LLP, in New York, asserts that the Noteholder Disclosure Statement contains adequate information pursuant to Section 1125 of the Bankruptcy Code to enable a creditor to make an informed decision on the Noteholder Plan. The Noteholder Disclosure Statement, he maintains, is a detailed document setting forth, among other things, the Debtors' history and business operations, significant events in the Debtors' Chapter 11 cases, events leading to the proposal of the Noteholder Plan, the terms of the Noteholder Plan, voting on the Noteholder Plan, and the confirmation hearing and the income tax consequences of the Noteholder Plan. Much of the information contained in the Noteholder Disclosure Statement is based on or derived from facts contained in the Debtors' Disclosure Statement which the Court has already approved, Mr. Brilliant points out. The Noteholder Plan Proponents propose that the Noteholder Confirmation Hearing Notice be sent contemporaneously with the distribution of the solicitation packages by December 11, 2009. The Noteholders propose that the Debtors' claim and balloting agent, Kurtzman Carson Consultants LLC, send materials to: (a) Holders of Claims classified as Impaired Claims entitled to vote to accept or reject the Noteholder Plan. They will receive: * the Noteholder Plan; * the Noteholder Disclosure Statement; * the Solicitation Order, without exhibits; * the notice of the date of the hearing on Confirmation of the Noteholder Plan; * the appropriate Ballot and voting instructions; * a pre-addressed, postage pre-paid return envelope; * an appropriate cover letter describing the contents of the Noteholder Plan Solicitation Package; and * other materials as the Bankruptcy Court may direct. (b) Holders of Administrative Claims, Priority Tax Claims and the Holders of Claims and Interests in the Non-Voting Classes classified in Classes deemed to accept or reject the Noteholder Plan. They will receive: * the Noteholder Plan Confirmation Hearing Notice; and * a notice to the Claim Holder of the non-voting status for the Class. (c) Holders of Bond Claims in Classes 3 and 13. They will also receive the Subscription Form for purposes of the Rights Offering which will be mailed under a separate cover. The Noteholder Plan Proponents note that the Official Committee of Unsecured Creditors intends to later ask the Court to approve a certain letter to be included in the Solicitation Package. In order to be counted as a valid vote for the Noteholder Plan, the Noteholder Plan Proponents propose that each Ballot be properly executed, completed, and delivered to KCC or the Voting Nominee, as appropriate, so that it actually received by KCC no later than January 5, 2010. The Ballot may be delivered by first-class mail in the return envelope provided with each Ballot, by overnight courier, or by hand delivery. Solely for voting purposes, each Claim within a Class of Claims entitled to vote on the Noteholder Plan is temporarily allowed in an amount equal to the amount of the Claim; provided that: -- if a Claim is deemed allowed under the Noteholder Plan, the Claim is allowed for voting purposes in the deemed allowed amount; -- if a claim for which a proof of claim has been timely filed is, by its terms, contingent, unliquidated, or disputed, the claim is accorded one vote and valued at one dollar for voting purposes only, and not for purposes of allowance or distribution, unless the Claim is disputed; -- if a Claim has been estimated or otherwise allowed for voting purposes by order of the Bankruptcy Court, such Claim is temporarily allowed in the amount so estimated or allowed by the Bankruptcy Court for voting purposes only, and not for purposes of allowance or distribution; -- if a proof of Claim was timely filed in an amount that is liquidated, non-contingent, and undisputed, the claim is temporarily allowed in the amount set forth on the proof of claim, unless the Claim is disputed; -- if a Claim is listed in the Schedules as contingent, unliquidated, or disputed and a proof of Claim was not (a) filed by the applicable bar date for the filing of proofs of claims established by the Bankruptcy Court, or (b) deemed timely filed by an order of the Bankruptcy Court prior to the Voting Deadline, or that is against one of the Excluded Debtors unless the Debtors and the Noteholder Plan Proponents have consented in writing, the Claim is disallowed for voting purposes and for purposes of allowance and distribution pursuant to Rule 3003(c) of the Federal Rules of Bankruptcy Procedure; -- if a Claim is listed in the Debtors' Schedules or on a timely filed proof of claim as contingent, unliquidated, or disputed in part, the Claim is temporarily allowed in the amount that is liquidated, non-contingent, and undisputed for voting purposes only, and not for purposes of allowance or distribution; and -- if the Debtors or the Noteholder Plan Proponents have served an objection to or request for estimation of a Claim at least 10 days before the Voting Deadline, the Claim is temporarily disallowed for voting purposes only and not for purposes of allowance or distribution, except as ordered by the Bankruptcy Court before the Voting Deadline. With respect to the tabulation of Master Ballots and Ballots for the Bond Claims cast by Voting Nominees and beneficial owners, for purposes of voting, the amount that will be used to tabulate acceptance or rejection of the Noteholder Plan will be the principal amount held as of the Voting Record Date. Subscription Procedures Pursuant to the Noteholder Plan, each Holder of a Bond Claim in Classes 3 and 13 has the right to participate in the "Rights Offering" to purchase an amount equal to, or a portion of, its Pro Rata share of the Rights Offering Securities, on the terms and subject to the conditions of the Noteholder Plan. In order to facilitate the exercise of the right of a Holder of Bond Claims to participate in the Rights Offering, the Noteholder Plan Proponents seek the Court's authority to send master subscription forms to nominees and registered holders of the claims determined as of December 1, 2009, including brokers, banks, dealers, or other agents or nominees. Each Nominee will be entitled to receive reasonably sufficient copies of Beneficial Holder Subscription Forms, together with appropriate instructions for the proper completion, due execution, and timely delivery of the Beneficial Holder Subscription Form, for distribution to the beneficial owners of the Claims for whom such Nominee holds the Claims. The Noteholder Plan Proponents also propose that if the Rights Offering Agent, for any reason, does not receive from a Holder of Bond Claims a duly completed Beneficial Holder Subscription Form on or prior to the Subscription Expiration Date, the Holder will be deemed to have relinquished and waived its right to participate in the Rights Offering. Each Holder of Bond Claims, as of the Voting Record Date, intending to participate in the Rights Offering must affirmatively elect to exercise its right to participate in the Rights Offering on or prior to the Subscription Expiration Date. Each party that has exercised Subscription Rights will receive the Effective Date Notice at least 30 days prior to the Anticipated Effective Date, which will provide notice of the Rights Offering Funding Date. Each Holder of an Allowed Bond Claim that has exercised Subscription Rights is obligated pay to the Rights Offering Agent on or before the Rights Offering Funding Date a "Holder Purchase Payment" in accordance with the wire instructions set on the Effective Date Notice or by bank or cashier's check delivered to the Rights Offering Agent. If, on or prior to the Rights Offering Funding Date, the Rights Offering Agent for any reason does not receive from a given Holder of Subscription Rights the Holder Purchase Payment in immediately available funds, the Holder will be deemed to have relinquished and waived (i) its right under the Noteholder Plan to receive any of the distribution of New Common Stock provided to Holders of Allowed Bond Claims pursuant to the Noteholder Plan, and (ii) its right to participate in the Rights Offering; provided, however that the "Put Parties" have the right to bring an action in the Bankruptcy Court for specific performance and reimbursement of any costs and fees associated with the action, and all consequential damages arising from the breach, which consequential damages may exceed the amount of the Holder's Holder Purchase Payment, against any Holder that has exercised Subscription Rights but does not provide the Holder Purchase Payment in immediately available funds on or prior to the Rights Offering Funding Date. Following Confirmation, each party that has exercised Subscription Rights will receive the Effective Date Notice requiring payment on Rights Offering Funding Date. The Rights Offering Agent and the Noteholder Plan Proponents will undertake commercially reasonable efforts to provide at least 15 days notice of the Rights Offering Funding Date and to provide for the date to be as close as possible to the Effective Date. However, due to the various transactions contemplated under the Noteholder Plan, the Noteholder Plan Proponents cannot predict the occurrence of the Effective Date with any certainty. The Effective Date Notice will require that each party that has elected to receive Rights Offering Shares that, when added to the shares of New Common Stock received by that party pursuant to the Noteholder Plan, exceed 4.9% of total equity shares provide to the Rights Offering Agent documentation that the party is either (i) qualified according to the Michigan Gaming Control Board, or (ii) an Institutional Investor. In addition, the Effective Date Notice will require that each party that has elected to receive Rights Offering Shares that, when added to the shares of New Common Stock received by the party pursuant to the Noteholder Plan, exceed 14.9% of the Total Equity Shares provide to the Rights Offering Agent documentation that the party is MGCB Qualified. Should the Noteholder Plan be confirmed but not become effective, the Rights Offering Agent will return all Holder Purchase Payments received from Holders who elected to participate in the Rights Offering to the Holders. No further liability will attach to any of the Rights Offering Agent, the Noteholder Plan Proponents, or the Debtors. The Noteholder Plan Proponents submit that the Procedures will enable them to efficiently transmit to Holders of Bond Claims in Classes 3 and 13 the materials necessary to participate in the Rights Offering. In addition, the Noteholder Plan Proponents ask that the Court authorize them to adopt, as necessary, any additional detailed procedures consistent with the provisions of the Rights Offering. 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) GREEKTOWN HOLDINGS: Proposes to Extend FIB Letter of Credit Pact ---------------------------------------------------------------- To operate their businesses and manage their assets as debtors-in- possession, the Debtors are required to comply with Section 432.208a of the Michigan Gaming Control Act, which states that the Debtors must post a bond totaling $1,000,000. The bond will be used to guarantee that the Debtors will faithfully make the payments, keep books and records, make reports, and conduct their casino gaming business in conformity with the Gaming Control Act and the rules promulgated by the Michigan Gaming and Control Board. In connection with maintaining the required Bond, the Debtors obtained a letter of credit which is secured by a certificate of deposit, amounting to $500,000, from First Independence Bank. By this motion, the Debtors ask the Court for authority to enter into a proposed agreement to extend the term of the LOC Agreement with First Independence Bank through October 23, 2010. Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, contends that the Deposit is not subject to the liens of the DIP Lenders or Prepetition Lenders. He asserts that execution of the Extension Agreement is a reasonable and necessary means for the Debtors to remain in compliance with the Gaming Control Act. A list of the amended terms under FIB LOC Agreement is available for free at http://bankrupt.com/misc/GrktnFIBExt.pdf At the Debtors' behest, Judge Shapero has shortened the notice and response period on the Debtors' request and has set Nov. 30, 2009, as the hearing date to consider the FIB Extension Agreement. 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) GREEKTOWN HOLDINGS: Rejects Miller Parking Co. Contract ------------------------------------------------------- In a Bankruptcy Court-approved stipulation, Greektown Holdings LLC and Miller Parking Company LLC agreed that the parking management agreement they entered into is rejected effective November 29, 2009. Prior to the stipulation, Greektown Holdings filed a motion, seeking authority to reject the executory contract. The parties' Contract is a parking management agreement for a parking garage located at the Debtors' property whereby Miller is paid a management fee in exchange for managing parking operations. Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, contends that the Debtors no longer need to maintain the Contract because they believe another provider of parking services would better manage labor and operational costs, which would result in increased benefit to them. 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) GREENSHIFT CORP: Posts $3.46-Mil. Net Loss for Sept. 30 Quarter --------------------------------------------------------------- Greenshift Corporation reported a net loss of $3,464,149 for the three months ended September 30, 2009, from a net loss of $5,729,907 for the same period a year ago. Greenshift reported a net loss of $7,495,533 for the nine months ended September 30, 2009, from a net loss of $11,538,106 for the same period a year ago. Revenue for the three months ended September 30, 2009, was $927,817 from $2,494,602 for the year ago period. Revenue was $2,960,501 for the nine months ended September 30, 2009, from $11,352,176 for the year ago period. At September 30, 2009, the Company had $21,393,451 in total assets against $77,426,169 in total liabilities. At September 30, 2009, the Company had accumulated deficit of $144,698,118 and total deficit of $56,032,718. The Company had a working capital deficit of $66,705,102 at September 30, 2009, which includes convertible debentures and line of credit totaling $30,219,765, accrued interest payable of $8,626,962, related party debt of $51,500, related party convertible debentures of $5,219,438, and $3,979,437 in purchase obligations. The Company's working capital deficit net of these amounts is $18,608,000. The Company noted that despite their classification as current liabilities, current convertible debentures, line of credit and accrued interest ($38,846,727) are not serviceable out of the Company's cash flows (the terms of the convertible debt require repayment in shares of either GreenShift Corp. or GS AgriFuels Corporation common stock). The purchase obligations ($3,979,437), to the extent due, are tied to the earnings of the Company's equipment sales business and can only be serviced after the Company's senior secured debt has been serviced. Management intends to raise capital from debt and equity transactions to fund operations, to increase revenue and to cut expenses to reduce the loss from operations. There can be no assurances that the Company will be able to eliminate both its working capital deficit and its operating losses. 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?4a77 GreenShift Corporation develops and commercializes clean technologies that facilitate the efficient use of natural resources. The Company currently owns four corn oil extraction facilities based on its patented and patent-pending corn oil extraction technologies that are located at its licensee's ethanol plants in Oshkosh, Wisconsin, Medina, New York, Marion, Indiana, and Riga, Michigan. GREYSTONE PHARMACEUTICALS: Taps John Ryder as Bankruptcy Counsel ---------------------------------------------------------------- Greystone Pharmaceuticals, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee for permission to employ John L. Ryder and the firm of Harris Shelton Hanover Walsh, PLLC, as counsel. Mr. Ryder and the firm will: a. assist the Debtor in legal matters in performing its duties under the U.S. Bankruptcy Code; b. prepare the Disclosure Statement and Plan with the Debtor and advise the Debtor regarding same; c. represent the Debtor in any contested matters, or adversary proceedings before the Court; d. prepare on behalf of the Debtor any necessary applications, answers, orders, reports or other legal papers; and e. perform all other legal services necessary on behalf of Debtor. The hourly rates of the personnel are: John L. Ryder $400 Steven N. Douglass $300 Jonathan E. Scharff $300 Associates $150 Paralegals $65 To the best of the Debtor's knowledge, Mr. Ryder and the firm are "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ryder can be reached at: John L. Ryder, Esq. One Commerce Square, Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 About Greystone Pharmaceuticals, Inc. Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn. Case No. 09-32236). The Company listed in its bankruptcy petition $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. According to the schedules, the Company has assets of $25,467,546, and scheduled debts of $22,601,150. GREYSTONE PHARMACEUTICALS: Wants to Obtain DIP Loan from BLN ------------------------------------------------------------ Greystone Pharmaceuticals, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee for authority to: -- incur $300,000 in secured postpetition financing on an interim and final basis from BLN Capital Funding, LLC; and -- grant adequate protection to BLN. The Debtor relates that it could not obtain a postpetition credit facility to meet its working capital needs. BLN, the Debtor's primary prepetition secured lender is willing to lend money to the Debtor. In return for the line of credit, BLN will receive an equity interest in the Reorganized Debtor equal to 0.5% for making the loan available and an additional 0.5% if the Debtor draws more than $150,000; The debtor-in-possession loan will bear interest at 12% per annum, and will be repayable with interest only charges until the first quarter 2011. At that time, principal will be due in four equal quarterly payments; To secure repayment of the DIP loan, BLN will receive (i) a priority under Section 364 of the Bankruptcy Code; (ii) a senior lien on property of the estate (other than avoidance actions) that is not otherwise subject to a lien; (iii) a junior lien on property of the estate (other than avoidance actions) that is subject to valid, perfected and unavoidable liens; and (iv) a senior priming lien on property of the estate that is subject to a senior prepetition first lien in favor of BLN. About Greystone Pharmaceuticals Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn. Case No. 09-32236). John L. Ryder, Esq., who has an office in Memphis, Tennessee, assists the Company in its restructuring efforts. The Company listed in its bankruptcy petition $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. According to the schedules, the Company has assets of $25,467,546, and scheduled debts of $22,601,150. HERCULES CHEMICAL: Bankruptcy Court Hearing on Plan Dec. 22 ----------------------------------------------------------- The Bankruptcy Court will convene a hearing on December 22 to consider approval of Hercules Chemical Co.'s reorganization plan. The Plan, if approved, will then be sent to the District Court for approval, because it involves asbestos claims. The Chapter 11 plan is designed to rid the Company of present and future asbestos personal injury claims. The Plan will create a trust to pay all asbestos claims. Unsecured creditors with an estimated $1.8 million in claims are to split $720,000, resulting to a recovery of about 40%. The employee stock ownership plan trust is to remain the company's owner. Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy protection on September 18, 2008, with the U.S. Bankruptcy Court for the District of New Jersey (Case No. 08-27822), blaming the costs of asbestos-related lawsuits. The asbestos suits arose from a furnace cement product made between 1939 and 1983. The Debtor first filed for bankruptcy on August 22, 2008, before the U.S. Bankruptcy Court for the Western District of Pennsylvania (Case No. 08-25553)) but the case was transferred to New Jersey, where it is incorporated. Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed Smith LLP, represent the Debtor. Meyer, Unkovic & Scott LLP represents the Debtor's Future Asbestos Personal Injury Claimants. When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million. IMPERIAL INDUSTRIES: Posts $1.8MM Q3 Net Loss; CFO Resigns ---------------------------------------------------------- Imperial Industries, Inc., reported a net loss of $1,804,000 for the three months ended September 30, 2009, from a net loss of $1,810,000 for the year ago period. The Company reported a net loss of $4,238,000 for the nine months ended September 30, 2009, from a net loss of $4,596,000 for the year ago period. Net sales were $2,186,000 for the three months ended September 30, 2009, from $2,424,000 for the year ago period. Net sales were $6,864,000 for the nine months ended September 30, 2009, compared to $7,788,000 for the year ago period. At September 30, 2009, the Company had $9,042,000 in total assets against $7,819,000 in total liabilities. The September 30 balance sheet showed strained liquidity: The Company had $5,271,000 in total current assets against $6,681,000 in total current liabilities. Steven M. Healy resigned as the Company's Chief Financial Officer on November 16, 2009, to pursue other endeavors. Mr. Healy's resignation was not a result of any disagreement with the Company. Mr. Healy had been the Company's CFO since November 2005. S. Daniel Ponce, Imperial's Chairman of the Board, stated: "We face a challenging environment in the construction industry and are making every effort to continue to reduce costs and adjust our operating structure to best meet the reduced levels of product demand within the industry. While industry forecasts do not indicate any expected improvement in construction activity in the near term, we are focusing our efforts on addressing new marketing opportunities and broadening our geographic reach for certain of our products. We are continuing our search for new financing to gain the flexibility to sustain our operations through the current economic downturn and benefit from our market position when industry conditions improve." Going Concern The Company said the industry in which it is operating has been impacted by a number of adverse factors over the past three and a half years. As a result, the Company has incurred losses for the nine and three months ended September 30, 2009 and the year ended December 31, 2008. The Company said its independent registered public accounting firm issued its report dated March 27, 2009, in connection with the audit of its financial statements as of December 31, 2008, that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company's ability to continue as a going concern. The Company divested the entire Just-Rite operation as of June 11, 2009 via the Assignment which transferred all assets, subject to any liabilities thereof, of Just-Rite to the Assignee who is winding down, selling and liquidating the assets of Just-Rite for the benefit of creditors in accordance with the laws of the State of Florida. The Company no longer operates any of the assets or business of Just-Rite since the date of the Assignment. The Company said it has implemented more stringent credit and collection procedures and controls in an attempt to reduce days outstanding of trade accounts receivable and improve working capital. It also eliminated cash bonuses for all senior management in 2008 and reduced compensation for senior management and other employees in 2009. In addition, it has continued to make personnel reductions in its continued operations in 2009. The Company has consolidated its manufacturing operations by shifting Premix manufacturing in Pompano Beach, Florida to Winter Springs, Florida and moved its corporate office into the Premix distribution center in Pompano Beach to reduce costs. In addition, it is continuing to evaluate and implement cost reduction initiatives to reduce unnecessary costs in its operations and to conserve working capital. The Company is also seeking financing from other sources, including the possibility of an infusion of equity, to generate additional funds for operations and to take advantage of lower interest rates, including the retention of an investment banker to seek funding and evaluate other strategic alternatives. On November 6, 2009, the "Worker, Homeownership and Business Assistance Act of 2009" was signed into law. The Company said the new law extended the time-frame, for certain companies of which it believes it qualifies, to carry-back Net Operating Losses from 2 to 5 years. As a result, the Company said it may carry-back a portion of its 2008 and 2009 NOL to claim a refund of Federal taxes paid. Although the amount of the refund cannot yet be determined, the Company expects it to be no less than $800,000. Forbearance On June 10, 2009, the Company and Wachovia Bank, N.A., executed a Forbearance Agreement to the Company's Consolidating, Amended and Restated Financing Agreement dated as of January 28, 2000. Under the Forbearance Agreement, the Lender agreed to forbear from exercising any of their rights in response to the occurrence of certain events of default under the Line of Credit, subject to the Company's compliance with certain requirements set forth in the terms of the Forbearance Agreement. The Forbearance Agreement was amended for the third time on September 30, 2009. Among other things, the Forbearance Agreement was extended to November 30. As of the close of business on November 10, the outstanding balance on the line of credit was $124,000. 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?4a79 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4a7a About Imperial Industries Pompano Beach, Florida-based Imperial Industries, Inc. (Nasdaq CM: "IPII") -- http://www.imperialindustries.com/-- sells products primarily in the State of Florida and to a certain extent the rest of the Southeastern United States with facilities in the State of Florida. The Company is engaged in the manufacturing and distribution of stucco, plaster and roofing products to building materials dealers, contractors and others through its subsidiary, Premix-Marbletite Manufacturing Co. IMPERIAL INDUSTRIES: Receives Nasdaq Deficiency Notice ------------------------------------------------------ Imperial Industries, Inc., received a Nasdaq Staff Deficiency letter indicating that the Company has failed to comply with Listing Rule 5550(b)(1), which requires the Company to have a minimum of $2,500,000 in stockholders' equity, or $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year, or two of the three most recently completed fiscal years, for continued listing on the Nasdaq Capital Market. The Company has until December 3, 2009 to submit to Nasdaq Staff a plan to achieve and sustain compliance with the Nasdaq Capital Market listing requirements. The Company is attempting to develop a plan to submit to Nasdaq within the timeframe required. There can be no assurance that Nasdaq will accept the plan or if accepted, whether the Company will be able to achieve compliance thereafter. If the plan is not accepted, Nasdaq will provide written notification that the Company's common stock will be delisted. At that time, the Company may either accept the determination and be delisted or appeal to a Nasdaq Listing Qualifications Panel. Pompano Beach, Florida-based Imperial Industries, Inc. (Nasdaq CM: "IPII") -- http://www.imperialindustries.com/-- sells products primarily in the State of Florida and to a certain extent the rest of the Southeastern United States with facilities in the State of Florida. The Company is engaged in the manufacturing and distribution of stucco, plaster and roofing products to building materials dealers, contractors and others through its subsidiary, Premix-Marbletite Manufacturing Co. IPCS INC: Gabelli Funds Owns 5.81% of Outstanding Stock ------------------------------------------------------- Gamco Investors, Inc., et al., has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13D which was initially filed on November 16, 2009. Gamco Investors, Inc., et al., disclosed that they may be deemed to beneficially own shares of iPCS, Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Gabelli Funds, LLC 961,000 5.81% GAMCO Asset Management Inc. 60,700 1.54% Gabelli Securities, Inc. 225,929 1.37% The aggregate number of securities to which this amended Schedule 13D relates is 1,442,329 shares, representing 8.72% of the 16,539,190 shares outstanding as reported in IPCs Inc.'s most recent Form 10-Q for the quarterly period ended September 30, 2009. A full-text copy of Gamco Investors, Inc., et al.'s amended Schedule 13D is available for free at: http://researcharchives.com/t/s?4a8d A full-text copy of Gamco Investors, Inc., et al.'s Schedule 13D is available for free at http://researcharchives.com/t/s?49fb About iPCS, Inc. Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) - http://ipcswirelessinc.com/-- through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS' licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. At September 30, 2009, iPCS, Inc.'s consolidated balance sheets showed $559.2 million in total assets and $592.2 million in total liabilities, resulting in a $33.0 million shareholders' deficit. 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. IPCS INC: Sprint Nextel Files Amendment No. 4 to Tender Offer ------------------------------------------------------------- Ireland Acquisition Corporation and Sprint Nextel Corporation have filed Amendment No. 4 to the Tender Offer Statement which was filed with the Securities and Exchange Commission on October 28, 2009, as amended by Amendment No. 1 dated November 13, 2009, Amendment No. 2 dated November 17, 2009, and Amendment No. 3 dated November 18, 2009. Ireland Acquisition Corporation is a Delaware corporation and a wholly-owned subsidiary of Sprint Nextel. The Schedule TO relates to the offer by Ireland Acquisition to purchase all of the outstanding shares of common stock, par value $0.01 per share, of iPCS, Inc. for $24.00 per share, net to the seller in cash, less any required withholding taxes and without interest, upon the terms and conditions set forth in the Offer to Purchase, dated October 28, 2009, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B). A full-text copy of Amendment No. 4 is available for free at: http://researcharchives.com/t/s?4a90 A full-text copy of Amendment No. 3 is available for free at: http://researcharchives.com/t/s?4a8f A full-text copy of Amendment No. 2 is available for free at: http://researcharchives.com/t/s?49cb A full-text copy of Amendment No. 1 is available for free at: http://researcharchives.com/t/s?4974 Full-text copies of Exhibits (a)(1)(A) and (a)(1)(B) are available for free at: http://researcharchives.com/t/s?47e8 http://researcharchives.com/t/s?4976 About iPCS, Inc. Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) - http://ipcswirelessinc.com/-- through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS' licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. At September 30, 2009, iPCS, Inc.'s consolidated balance sheets showed $559.2 million in total assets and $592.2 million in total liabilities, resulting in a $33.0 million shareholders' deficit. 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. JDA SOFTWARE: S&P Affirms Corporate Credit Rating at 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on Scottsdale, Arizona-based JDA Software Group Inc. At the same time, S&P revised the outlook to positive from stable. "The outlook revision reflects S&P's belief that following the acquisition of Dallas-based I2 Technologies Inc. (unrated) for approximately $396 million, JDA will manage its operating lease- adjusted debt to EBITDA at a 3.0x threshold or lower," said Standard & Poor's credit analyst Philip Schrank. S&P had previously anticipated a leveraging transaction that would have possibly caused debt to EBITDA to spike to the 4.0x area. Pro forma for the I2 merger, S&P expects total debt to EBITDA to be in the 2.0x area. To finance the transaction, JDA will use existing cash, stock, and debt financing. The transaction is likely to close in the first quarter of 2010. KB TOYS: U.S. Trustee Objects Ch. 11 Dismissal Bid -------------------------------------------------- An acting U.S. trustee has objected to KB Toys Inc.'s attempt to dismiss its Chapter 11 cases after distributing funds to claim holders and releasing parties from liability outside the purview of a court-approved reorganization plan, according to Law360. Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. -- http://www.kbtoys.com/-- operated a chain of retail toy stores. On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for protection under Chapter 11 of the Bankruptcy Code, which were administratively consolidated under Case No. 04-10120. Two of the 200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of Massachusetts Inc. In connection with the emergence of KB Toys from bankruptcy in August 2005, and the subsequent organizational restructuring, the assets and operations of many of these prior debtors were transferred among then existing debtor entities and consolidated with KB Toys Group. Furthermore, most of the entities involved were either dissolved or were merged into surviving entities, and several of them changed their names. The company, together with eight of its affiliates, again filed for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269). Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Wilmer Cutler Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting Inc. as financial and restructuring advisor, and Epiq Bankruptcy Solutions LLC as claims and noticing agent. According to Bloomberg, KB listed assets of $241 million against debt totaling $362 million in its Chapter 11 petition filed on December 11. The debts include $143 million in unsecured claims; and $200 million in secured claims, including $95.1 million owed to first-lien creditors where General Electric Capital Corp. serves as agent; and $95 million owed to second-lien creditors. As reported by the Troubled Company Reporter on December 22, 2008, the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware allowed KB Toys Inc. to start going-out-of-business sales. LANDAMERICA FIN'L: OneStop Proposes Dec. 13 Claims Bar Date ----------------------------------------------------------- At the behest of Capital Title Group, Inc., and LandAmerica OneStop, Inc., the Court established: (a) 4:00 p.m. of December 13, 2009, as the deadline for all persons and entities, including individuals, partnerships, corporations, joint ventures and trusts that, assert a prepetition claim against CTG and OneStop to file a proof of claim; (b) April 12, 2010, as the deadline for any governmental unit that asserts a Prepetition Claim against CTG to file a proof of claim; and (c) May 4, 2010, as the deadline for any governmental unit that asserts a Prepetition Claim against OneStop to file a proof of claim. Proofs of claim must conform substantially to Official Form No. 10. They must (i) be signed, (ii) include supporting documentation, if voluminous, a summary must also be attached, or an explanation as to why documentation is not available, (iii) be in the English language, and (iv) be denominated in United States currency. Proofs of claim must also specify the name and case number of the relevant Bar Date Debtor. Proofs of claim must be filed with Epiq Bankruptcy Solutions, LLC, the Debtors' Claims Agent, at either of these addresses: If Delivered by Mail: LandAmerica OneStop, Inc. and Capital Title Group, Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5285 New York, NY 10150-5285 If Delivered by Overnight or Hand Delivery: LandAmerica OneStop, Inc. and Capital Title Group, Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 Proofs of claim will be deemed filed only when actually received by the Claims Agent on or before the applicable Bar Date. The Claims Agent will not accept Proofs of Claim sent by facsimile, telecopy, or electronic mail transmission. These persons or entities are not required to file Proofs of Claim on account of their prepetition claims: * Any person or entity that has already properly filed, with the Clerk of the United States Bankruptcy Court for the Eastern District of Virginia or the Claims Agent, a proof of claim against the correct Bar Date Debtor utilizing a claim form that substantially conforms to Official Form No. 10; * Any person or entity (i) whose claim is set forth on the Debtors' schedules of assets and liabilities, (ii) whose claim is not described as "disputed," "contingent," or "unliquidated," and (iii) who does not dispute the amount or type of the claim for that person or entity as set forth on the Schedules; * Claims allowed by order of the Court entered on or before the applicable Bar Date; * Claims that have been paid by a Bar Date Debtor; * Claims of any Debtor against a Bar Date Debtor; and * Claims allowable under Sections 503(b) and 507(a) of the Bankruptcy Code as an administrative expense. Any claim arising solely from, or as a consequence of, the rejection of an unexpired lease or executory contract of a Bar Date Debtor must be filed by the later of (i) 20 days following the date of any order of the Court authorizing the Debtors to reject the unexpired lease or executory contract; (ii) the date set by any other order of the Court; or (iii) the General Bar Date, or, if applicable, the Governmental Unit Bar Date. All other claims with respect to a lease or contract are required to be filed on or before the applicable Bar Date. If the Debtors amend or supplement the Schedules subsequent to the entry of the Order, the Debtors will give written notice of any amendment or supplement to the holders of claims affected thereby, and the holders will be afforded 30 days from the date of the notice to file proofs of claim in respect of their claims or be barred from doing so, provided they are given notice of the deadline. Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure, all holders of claims that fail to comply strictly with the Order by timely filing a proof of claim in the appropriate form, unless explicitly excepted from filing the claim, will not be treated as a creditor with respect to the claim for the purposes of voting and distribution. A notice of the Bar Date is deemed adequate and sufficient notice of the General Bar Date and the Governmental Unit Bar Dates if served, together with the Proof of Claim form, by first- class mail to these creditors or potential parties-in-interest: (a) the United States Trustee for the Eastern District of Virginia; (b) all persons or entities that have requested notice of the proceedings in the Debtors' Chapter 11 cases; (c) all persons or entities that have filed proofs of claim; (d) all known holders of claims listed on the Schedules; (e) all parties known to the Debtors as having potential claims against the Debtors' estates but who are not listed on the Schedules; (f) all counterparties to the Debtors' executory contracts and unexpired leases; (g) all parties to litigation with the Debtors; (h) all state attorneys general and state departments of revenue for states in which the Debtors conduct business; (i) the District Director of the Internal Revenue Service in Washington, D.C.; (j) the Pension Benefit Guaranty Corporation; (k) the Environmental Protection Agency; (l) all relevant state and local environmental agencies; (m) the Securities and Exchange Commission; (n) the Federal Bureau of Investigation; (o) the United States Attorney for the Eastern District of Virginia and the Department of Justice in Washington, D.C.; (p) all governmental units applicable to the Bar Date Debtors' business, to the extent not listed in the foregoing clauses; and (q) all parties who have filed requests for service of pleadings pursuant to Rule 2002 as of the date of the mailing of the Bar Date Notice. The Debtors will publish notice of the Bar Dates once in the Richmond Times Dispatch not later than 20 days prior to the General Bar Date. Orange Coast Title raised an oral objection to the CTG/OneStop Bar Date Motion. The Court, however, have overruled the objection. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LANDAMERICA FIN'L: OneStop Proposes Transition Agreement -------------------------------------------------------- LandAmerica OneStop, Inc., sought and obtained from the Court an order approving a transition agreement, dated as of October 16, 2009, and related power of attorney by and between the Debtor and Default Services Company, and UTLS DFS, LLC, formerly known as ManagementCo Acquisitions, LLC. OneStop entered into an agreement for the sale of its Default Services, Origination Services and MSTD divisions on October 1, 2009. By October 13, 2009, OneStop sold substantially all of the assets of its Default Services, Originations and MSTD divisions for $2.8 million to UTLS, OriginationsCo Acquisition LLC and TechnologyCo Acquisition, LLC. In connection with the sale of the Default Services Division, OneStop and DSC entered into a Transition Agreement with UTLS to ensure, among other things, an orderly transition of certain non- judicial foreclosure proceedings that were pending as of the closing. In addition, OneStop granted UTLS an irrevocable power of attorney solely with respect to processing the Foreclosures. Pursuant to the Transition Agreement, OneStop agreed to: (a) authorize UTLS to process the Foreclosures in California and Nevada under OneStop's name; and (b) in the event OneStop files a voluntary petition under the Bankruptcy Code, file a motion requesting approval of the Transition Agreement and the Power of Attorney. In addition, UTLS: (a) deposited $250,000 into an escrow account to be available to reimburse OneStop, and to indemnify, defend and hold harmless OneStop, its officers, affiliates and employees, from any claims damages arising with respect to any Foreclosure or any act or failure to act by UTLS in connection the Agreement, including, any action or inaction by UTLS in processing any of the Foreclosures or UTLS' breach of the Transition Agreement; (b) agreed to process the Foreclosures, including the conduct of trustee sales and the execution and recording of trustee deeds upon sale; and (c) agreed to add OneStop as an additional named insured under the respective E&O policies of UTLS, effective as of the date of the Transition Agreement. As of October 16, 2009, as part of its default management business, OneStop was still processing certain Foreclosures. A full-text copy of the Transition Agreement is available for free at http://bankrupt.com/misc/OneStop_TransitionAgreement.pdf Orange Coast Title raised an oral objection at the hearing to consider the Motion. The Court, however, overruled the objection. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: HKMA Says 334 Cases Set for Further Action ----------------------------------------------------------- The Hong Kong Monetary Authority announced November 13 that so far 766 Lehman-Brothers-related non-minibond complaint cases have led to disciplinary consideration. These cases have gone through detailed investigation by the HKMA. Up till now, the HKMA has referred a total of 334 Lehman-Brothers- related non-minibond cases to the Securities and Futures Commission (SFC) for further action. These cases have been reviewed by the HKMA, which has determined that there are sufficient grounds for referring them to the SFC to facilitate its investigations into banks. The HKMA has, up to 12 November 2009, received 21,747 complaints concerning Lehman-Brothers-related products, of which 7,714 relate to non-minibond products. Of the Lehman-Brothers-related non- minibond complaints, 7,698 cases have gone through the preliminary assessment process and, as a result, the HKMA is currently investigating 3,085 cases and seeking further information on 1,321 cases. A total of 2,526 Lehman-Brothers-related non-minibond complaints have been closed as there was not sufficient prima facie evidence found after the preliminary assessment process or no sufficient grounds and evidence found after detailed investigations. A total of 766 Lehman-Brothers-related non- minibond complaint cases have led to disciplinary consideration. Of the minibond complaints, 13,033 cases are eligible for the Lehman-Brothers Minibonds Repurchase Scheme or the voluntary offer made by the distributing banks to customers with whom they had reached settlements before the Scheme was introduced. Nine hundred and sixteen minibond complaints involving customers who are not eligible for, or have indicated that they do not accept, the repurchase offer under the Scheme or whose cases require clarification from the banks will continue to be handled by the HKMA if the complaints cannot be resolved by the enhanced complaint handling system introduced by the distributing banks as agreed by the regulators. Since 7 August 2009, 16 minibond distributing banks have begun the issue of repurchase offer letters to eligible customers (about 25,000 customers) under the Scheme. Up to 11 November 2009, 24,553 customers have responded to the repurchase offers, of whom 24,306 customers or 99.0% have accepted the offers. As of 31 October 2009, for customers who had accepted the offer, 99.8% of them already received payment from the banks concerned, while the remaining payments will be settled soon (in any case no later than 30 days after having received the duly completed acceptance forms from these customers). Separately, about 4,800 customers who had reached settlements with the banks prior to the introduction of the Scheme are eligible to the voluntary offer made by the banks, with a view to bringing them in line with the eligible customers who accept the repurchase offer under the Scheme. For customers whose previous settlement amount was less than 60% (for customers aged below 65) or 70% (for customers aged 65 or above) of the principal invested, 98% of them already received top-up payments from the banks concerned as of 31 October 2009. 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 US$639 billion in assets and US$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: Seeks to Collect Unpaid Employee Loans ------------------------------------------------------- Lehman Brothers Holdings Inc. and James W. Giddens, as trustee for the Securities Investor Protection Act of 1970 liquidation of the business of Lehman Brothers Inc. have signed a stipulation in connection with the collection of more than $51 million in loans the Lehman entities gave to former employees. LBI is listed as the holder of certain promissory notes, evidencing certain loans that were made to certain employees of LBHI and/or LBI in the course of their employment. LBHI and the Trustee agree that it is in their collective interest to commence the process of collecting any amounts outstanding under the Promissory Notes from Subject Employees. In order to facilitate the collection process, the Trustee has agreed to assign to LBHI any and all rights LBI may have to collect amounts outstanding under the Promissory Notes. 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 US$639 billion in assets and US$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 dollars plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Still Fixing Discrepancies in Securities Data -------------------------------------------------------------- In a regulatory filing with the U.S. Securities and Exchange Commission, Lehman Brothers Holdings Inc. said that the bank and its unit, Lehman Brothers Inc., cannot yet compile an accurate accounting of Section 13(f) securities held due to the sale of their assets comprising their business since September 15, 2008. LBHI also blamed the filing of various administrative and civil rehabilitation proceedings of subsidiaries comprising parts of its European and Asian businesses, which it said, have resulted in portions of the securities trading records and systems of the bank and LBI unavailable to and non-accessible. "As a result of the sale and actions taken by certain creditors with respect to Section 13(f) securities that had been pledged by the [companies] or their affiliates as collateral to those creditors, the [companies] cannot compile an accurate accounting of Section 13(f) securities held," the SEC filing said. LBHI said that they are currently reconciling discrepancies in information they have with respect to Section 13(f) securities. 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 US$639 billion in assets and US$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: Blames LBO Litigation for Plan Delay ------------------------------------------------------- Lyondell Chemical Co. asks the Court to extend its exclusive period to solicit acceptances of its proposed Chapter 11 plan until September 6. Lyondell Chemical Co. and its units say their "inability to have concluded negotiations" on debt and equity financing "is not of their own making." The Debtors filed a reorganization plan on September 11, 2009. 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, if the parties fail to reach a settlement. Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, asserts, "because the Debtors' inability to move forward towards confirmation flows not from their own failure to get parties to coalesce around a consensual plan of reorganization but from the Committee Litigation itself, the Debtors should not be deprived of the exclusive right to solicit votes on their otherwise timely- filed plan (as the same may be amended or supplemented). Mr. Troop notes that during the ten months that the Chapter 11 cases have been pending, the Debtors have worked diligently (a) to meet the milestones under their postpetition credit agreements, (b) to prosecute their operational reorganization through the tools provided by the Bankruptcy Code and (c) to formulate a plan of reorganization around which key constituencies have coalesced. A full-text copy of the Joint Plan is available for free at http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf 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) US$100 million issued by Lyondell Chemical Company, as predecessor-in-interest of ARCO Chemical Chemical Company, and (ii) US$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) MASTEC INC: Moody's Affirms Corporate Family Rating at 'Ba3' ------------------------------------------------------------ Moody's Investors Service affirmed MasTec, Inc.'s Ba3 corporate family rating and the B1 rating on its senior unsecured notes. The ratings outlook remains stable. The ratings affirmation follows the company's recent announcement that it completed the acquisition of Precision Pipeline, LLC, a privately owned oil and gas construction company. The acquisition was funded with $32 million in cash, $100 million of 4.25% senior convertible notes due 2014 (unrated), the assumption of $34 million of Precision's debt and a five-year earnout equal to 30% of Precision's EBITDA in excess of $35 million per year. The rating is supported by the strategic benefits of the acquisition that provides MasTec with a full spectrum of natural gas capabilities, including large diameter transcontinental pipeline projects, whereas it currently focuses on the construction of gathering systems, processing and compressor facilities and midstream projects. The acquisition also diversifies the company's customer base while enhancing its presence in the natural gas industry that may have favorable long- term growth fundamentals. Additionally, similar to Wanzek, Moody's believes that the acquisition does not hurt credit metrics as MasTec's debt to EBITDA stays at 3.2 times on a pro forma basis as of September 30, 2009 (including Moody's standard analytical adjustments), when factoring in Precision's estimated 2010 EBITDA of $40 million and transaction related debt. Moody's notes that earnout provisions in the acquisition agreement reduce initial funding requirements, thus limiting the stress on credit metrics. Notwithstanding the benefits of the acquisition, Moody's is concerned over MasTec's ongoing acquisition activity that has resulted in significantly higher debt levels. Because of Precision, Wanzek and other recent acquisitions, balance sheet debt increases to approximately $450 million as of September 30, 2009 from $304 million and $163 million as of 2008 and 2007 year- end respectively. Given increasing debt levels and challenging market conditions, the rating allows for limited shortfalls in earnings expectations and cash flow. Furthermore, Precision, as well as other recent acquisitions, increases the company's exposure to less stable construction-oriented activities relative to its traditional maintenance business. Moody's is also concerned that increasing emphasis on energy infrastructure, which is more dependent on energy/commodity prices, could result in greater earnings volatility. For instance, Precision's sales are currently projected to decline to $300 million in 2009 from $500 million in 2008. This rating was affirmed: -- Corporate family rating at Ba3; -- Probability-of-default rating at Ba3; -- $150 million senior unsecured notes due 2017 at B1 (LGD5, 70%). Point estimate revised from (LGD5, 71%). The stable ratings outlook reflects Moody's expectation that operating results will meaningfully improve in 2010 due to contributions from acquisitions combined with potential improvements in certain end-market conditions (such as wireless and energy), such that, barring additional acquisitions, debt-to- EBITDA will decline below 3.0 times over the and free cash flow to debt will exceed 10%. On January 13, 2009, Moody's affirmed MasTec's Ba3 corporate family rating and the B1 rating on its senior unsecured notes. The ratings outlook remained stable. The ratings affirmation followed the company's completion of the Wanzek acquisition. MasTec, Inc., headquartered in Coral Gables, Florida, is a leading specialty contractor operating mainly in the United States. The company generated revenues of approximately $1.5 billion for the twelve months ended September 30, 2009. MDWERKS INC: Reports $2.3 Million Net Loss for Sept. 30 Qtr. ------------------------------------------------------------ MDwerks Inc. said net loss attributable to common shareholders was $2,377,364 for the three months ended September 30, 2009, compared to net loss of $2,545,094 for the year ago period. MDwerks posted a net loss of $8,187,550 for the nine months ended September 30, 2009, from a net loss of $8,666,262 for the same period a year ago. Total revenue -- from service fees, financing income and claims purchase revenue -- was $93,300 for the three months ended September 30, 2009, compared to $236,650 for the year ago period. Total revenue was $366,283 for the nine months ended September 30, 2009, compared to $702,360 for the year ago period. At September 30, 2009, the Company had $4,921,273 in total assets against $8,312,966 in total liabilities and $7,620,835 in Mandatorily Redeemable Convertible Series B Preferred Stock. The Company has suffered losses that raise substantial doubt about its ability to continue as a going concern. While the Company is attempting to attain revenue growth and profitability, the growth has not been significant enough to support the Company's daily operations. Management may need to raise additional funds by way of a public or private offering and make strategic acquisitions. While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its new business plan and generate revenue. 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?4a85 The Form 10-Q was filed on November 23, one week after the Company said it would delay the filing of the report. The Company had said it was not able to file its Form 10-Q by the prescribed due date because it would not be able to collect all necessary information to complete its consolidating and consolidated financial statements for the period ended September 30, 2009. Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK) -- http://www.mdwerks.com/-- provides healthcare professionals with automated electronic insurance claims management solutions and advance funding of medical claims. Going Concern Doubt On April 2, 2009, Sherb & Co., LLP, in Boca Raton, Florida, raised substantial doubt about MDwerks' ability to continue as a going concern after auditing its financial results for the periods ended December 31, 2008, and 2007. The auditors pointed that the Company has suffered recurring losses from operations; the Company has a stockholders' deficiency of $6,138,432 and a working capital deficiency of $1,504,676 at March 31, 2009. MERUELO MADDUX: Exclusive Plan Proposal Period Expires Nov. 30 -------------------------------------------------------------- The Hon. Kathleen Thompson of the U.S. Bankruptcy Court for the Central District of California extended the exclusive periods of Meruelo Maddux Properties Inc. and its debtor-affiliates to file a Chapter 11 Plan and to solicit acceptances of the Plan until November 30, 2009, and January 28, 2010. This is the second extension granted to the Debtors. Based in Los Angeles, California, Meruelo Maddux Properties, Inc. -- http://www.meruelomaddux.com/-- and its subsidiaries engage in commercial and residential property development predominantly in downtown Los Angeles and other densely populated urban areas in California. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Peter C. Anderson, the United States Trustee for Region 16, appointed five creditors to serve on the Creditors Committee. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Professional Corporation, represent the Creditors Committee as counsel. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MERUELO MADDUX: Pushes One-Day Auction on Building -------------------------------------------------- Meruelo Maddux asked the Bankruptcy Court for permission to proceed with a one-day auction of 28 of 214 units of 705 W. Ninth building in Los Angeles, saying it wants to turn it to a condo project, according to Curbed.com. The Company estimates that the units could sell for between $415 and $500 per square foot, source says. The sale could raise at least $22.3 million, it notes. The source relates Canyon Capital Realty of Century City that provided $84 million in loan to the project wants to seize the building. Canyon Capital has asked for relief from automatic stay to allow it to foreclose on the property. About Meruelo Maddux Based in Los Angeles, California, Meruelo Maddux Properties, Inc. -- http://www.meruelomaddux.com/-- and its subsidiaries engage in commercial and residential property development predominantly in downtown Los Angeles and other densely populated urban areas in California. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Peter C. Anderson, the United States Trustee for Region 16, appointed five creditors to serve on the Creditors Committee. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Professional Corporation, represent the Creditors Committee as counsel. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MOONLIGHT BASIN: Can Access $1.4 Million to Conduct Business ------------------------------------------------------------ The Associated Press says a federal judge authorized Moonlight Basin to use the proceeds from a sale of $1.4 million to conduct business as usual at the resort. Company official said the ruling will ensure that lifts will be running this December, AP notes. Without the money from the sale, the Company said it would have to discontinue operation immediately. The judge allowed the Company to use funds in its bank account, and between $152,000 and $180,000. A hearing, AP notes, set for Dec. 7, 2009, to consider approval of $23 million loan from a hedge fund in Connecticut sought by the Company. Based in Ennis, Montana, Moonlight Basin Ranch LLP -- http://www.moonlightbasin.com/site/index.html-- operates resort with 5500 acre ski resort, Jack Nicklaus 18-hole golf course, spa and lodge. The company and its affiliate filed for Chapter 11 protection on Nov. 18, 2009 (Bankr. D. Montana Lead Case No. 09- 62327). Craig D. Martinson, Esq., and James A. Patten, Esq., at Patten, Peterman, Bekkedahl & Gree PLLC, represent the Debtors in their restructuring efforts. In its petition, the Debtor listed assets of between $100 million and $500 million, and $50 million and $100 million. MOONLIGHT BASIN: Files Schedules of Assets & Liabilities -------------------------------------------------------- Moonlight Basin Ranch LP filed with the U.S. Bankruptcy Court for the District of Montana, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $121,000,000.00 B. Personal Property $45,418,483.40 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $94,189,619.06 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $1,142,554.32 -------------- ------------- TOTAL $166,418,483.40 $95,332,173.38 Ennis, Montana-based is a golf and ski resort in Montana. The Company field for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Debtor in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62329). The company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MOONLIGHT BASIN: Sec. 341 Meeting Set for December 9 ---------------------------------------------------- U.S. Trustee for Region 18 will convene a meeting of Moonlight Basin Ranch LP's creditors on December 9, 2009, at 10:00 a.m. at 400 North Main Street, 2nd FL CRTRM, Butte, MT 59701. 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. Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski resort. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 petition on November 18, 2009 (Bankr. D. Mont. Case No. 09-62329), listing $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MOONLIGHT BASIN: Taps Browning Kaleczyc as Special Counsel ---------------------------------------------------------- Moonlight Basin Ranch, L.P., has asked for permission from the U.S. Bankruptcy Court for the District of Montana to hire Browning, Kaleczyc, Berry & Hoven, P.C., as special legal counsel. Browning Kaleczyc will, among other things, provide the Debtor special counsel and representation before the Court in connection with the claims brought by, and to be made against Lehman entities and third parties. Browning Kaleczyc will also provide the Debtor general bankruptcy representation. Browning Kaleczyc will be paid based on the hourly rates of its professionals: Stanley T. Kaleczyc $225 Kimberly A. Beatty $225 Chad Vanisko $150 Christy McCann $140 Kati Kintli $140 Jessie Luther $130 Genevieve Hanson $100 Stanley T. Kaleczyc, et al., attorneys at Browning Kaleczyc, assure the Court that the firm doesn't have interests adverse to the interest of the Debtor's estates or of any class of creditors and equity security holders. The attorneys maintain that Browning Kaleczyc is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. Ennis, Montana-based is a golf and ski resort in Montana. The Company field for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Debtor in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62329). The company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MOONLIGHT BASIN: Wants to Hire Patten Peterman as Bankr. Counsel ---------------------------------------------------------------- Moonlight Basin Ranch L.P. has sought the approval of the U.S. Bankruptcy Court for the District of Montana to employ James A. Patten and the Patten, Petterman, Bekkedahl & Green law firm as bankruptcy counsel. Patten Peterman will, among other things, provide the Debtor general counseling and representation before the Court in connection with the Debtors' Chapter 11 case. Patten Peterman will be paid based on the hourly rates of its professionals: James A. Patten $275 Patricia D. Peterman $275 Bruce O. Bekkedahl $275 W. Scott Green $275 Craig D. Martinson $275 Juliane E. Lore $130 Amanda R. Lenning $130 Diane S. Kephart $110 Valerie Cox $110 Phyllis Dahl $110 Marcia Berg $110 Leanne Beatty $110 April J. Schueler $110 James Patten, attorneys at Patten Peterman, assures the Court that the firm doesn't have interests adverse to the interest of the Debtors' estates or of any class of creditors and equity security holders. The attorneys maintain that Patten Peterman is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. Ennis, Montana-based is a golf and ski resort in Montana. The Company field for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Debtor in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62329). The company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MPM TECHNOLOGIES: Reports $350,000 Net Loss for Sept. 30 Quarter ---------------------------------------------------------------- MPM Technologies, Inc., reported a net loss of $348,832 for the three months ended September 30, 2009, from a net loss of $399,501 for the year ago period. The Company reported a net loss of $1,103,326 for the nine months ended September 30, 2009, from a net loss of $1,210,318 for the year ago period. Total revenues -- projects and parts and services -- were $182,245 for the three months ended September 30, 2009, from $246,351 for the year ago period. Total revenues were $542,885 for the nine months ended September 30, 2009, from $473,867 for the year ago period. At September 30, 2009, the Company had total assets of $1,297,899 and total liabilities of $14,081,656, all current, resulting in stockholders' impairment of $12,783,757. The Company said it has not been able to generate any significant revenues and has a working capital deficiency of $13,993,344 at September 30, 2009. These conditions raise substantial doubt about the Company's ability to continue as a going concern without the raising of additional debt or equity financing to fund operations. 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?4a79 About MPM Technologies Headquartered in Parsippany, N.J., MPM Technologies Inc. (OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM Mining Inc. During the year ended Dec. 31, 2007, AirPol was the only revenue generating entity. AirPol operates in the air pollution control industry. It sells air pollution control systems to companies in the United States and worldwide. The company through its wholly owned subsidiary NuPower is engaged in the development and commercialization of a waste-to-energy process known as Skygas. These efforts are through NuPower's participation in NuPower Partnership, in which MPM has a 58.21% partnership interest. NuPower Partnership owns 85% of the Skygas Venture. In addition to its partnership interest through NuPower Inc., MPM also owns 15% of the Venture. MSGI SECURITY: Posts $3.2MM Net Loss at Sept. Qtr; Has $223 Cash ---------------------------------------------------------------- MSGI Security Solutions, Inc., said net loss for the fiscal first quarter ended September 30, 2009, widened to $3,248,936 from $396,994 for the same period a year ago. The Company reported $0 revenue. At September 30, 2009, the Company had total assets of $1,773,652 against total liabilities of $16,635,939. At June 30, 2009, the Company had total assets of $2,046,211 against total liabilities of $15,099,057. The Company had stockholders' deficit of $14,862,287 at September 30, from $13,052,846 at June 30. The Company said it currently has limited capital resources, has incurred significant historical losses and negative cash flows from operations and has no current period revenues. At September 30, 2009, the Company had $223 in cash and no accounts receivable. The Company believes that funds on hand combined with funds that will be available from its various operations will not be adequate to finance its operations requirements and enable the Company to meet any of its financial obligations, including its payments under convertible notes and promissory notes for the next 12 months. The Company said certain promissory notes in the amount of $960,000 were due February 28, 2009, $1,500,000 due March 31, 2009, $250,000 due on June 17, 2009 and $240,004 due on August 31, 2009. These notes are technically in default, but none of the lenders have made a claim of default and the Company is in the process of negotiating extended terms for each of the debt instruments. Other promissory notes in the amount of $1,000,000 are due on December 13, 2009 and $400,000 is due on December 31, 2009. All other convertible notes are due prior to June 30, 2010 and the Company does not have the funds to repay such notes. "Further, there is uncertainty as to timing, volume and profitability of transactions, if any, that may arise from our relationship with The National Aeronautics and Space Administrations (NASA) and others. There can be no assurance as to the timing of when or if we will receive amounts due to us for products shipped to customers prior to June 30, 2008, which transactions have not yet been recognized as revenue," the Company said. The Company has ceased its business relationship with both Hyundai Syscomm Corp. and Apro Media Corp. and a legal action has been filed in the State of California naming both, among others, as defendants. "There are no assurances that any further capital raising transactions will be consummated. Although certain financing related transactions have been successfully closed, failure of our operations to generate sufficient future cash flow and failure to consummate our strategic transactions or raise additional financing could have a material adverse effect on the Company's ability to continue as a going concern and to achieve its business objectives.These conditions raise substantial doubt about the Company's ability to continue as a going concern. If the Company is unable to raise additional funds, it may be forced to further reduce, or cease operations, liquidate assets, or renegotiate terms with lenders and others of which there can be no assurance of success," the Company said. As of September 30, 2009, the Company was authorized to issue 100,000,000 shares of common stock. "If the holders of the convertible promissory notes outstanding elect to convert their holdings into common stock, and the holders of the stock options and warrants outstanding elect to exercise their rights to purchase common stock, the Company is obligated to have issued approximately 109,000,000 shares of commons stock, which is in excess of what we currently have authorized. We plan to ask the Company's shareholders to authorize the issuance of additional shares or reverse split our common stock at our annual meeting. However there is no guarantee that we will be able to obtain the votes needed to obtain the additional authorized shares," the Company said. 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?4a7b The 10-Q report was filed November 23, a week after the Company indicated it would delay the filing. The Company had said the compilation, dissemination and review of the information required to be presented in the Form 10-Q cannot be completed by the November 16 filing date, without undue hardship and expense to the Company. MSGI Security Solutions, Inc. (Other OTC: MSGI) -- http://www.msgisecurity.com/-- is a provider of proprietary solutions to commercial and governmental organizations. The Company is developing a global combination of innovative emerging businesses that leverage information and technology. The Company is headquartered in New York City where it serves the needs of counter-terrorism, public safety, and law enforcement and is developing new technologies in nanotechnology and alternative energy as a result of its recently formed relationship with The National Aeronautics and Space Administration (NASA). NATIONAL CONSUMER: Fitch Downgrades Issuer Default Rating to 'B' ---------------------------------------------------------------- Fitch Ratings has downgraded the long-term Issuer Default Rating of National Consumer Cooperative Bank and its subsidiary NCB, FSB to 'B' from 'BB-' and the ratings remain on Rating Watch Negative following the review of the company's recent financial disclosure showing substantial asset quality deterioration. Approximately $1.5 billion of debt is affected by this action. A complete list of ratings is provided at the end of this release. Fitch's downgrade reflects severe asset quality deterioration that has occurred over the past quarter, increased provisioning driving a net loss of $21.7 million on a consolidated basis for the three months ended Sept. 30, 2009 versus breakeven for the comparable period in 2008 and a negative trend in capitalization. Fitch is concerned that the company's weak profitability will make addressing impaired loans more challenging. Total criticized loans increased to $210.1 million at Sept. 30, 2009, from $120 million at Dec. 31, 2008. In addition, non-performing assets increased to $100.6 million at Sept. 30, 2009 from $17.4 million at Dec. 31, 2008. Fitch believes based on current capital levels and asset quality deterioration NCB will need to raise capital but could be challenged based on the cooperative business model and current capital market condition. Near-term operating performance is expected to continue to be negative as impaired loans continue to be a drag on earnings. In the current economic environment, many middle market businesses that NCCB lends to in the healthcare, franchise, and hardware markets are facing financial difficulties. NCCB's overall portfolio is expected to shrink reducing net interest income, while the provision for losses is expected to remain high relative to historical levels. This increases the likelihood of another unprofitable year and further reduction of capitalization in 2010. FSB's current capital ratios are comparable to other similarly rated banks and remains 'Well Capitalized' in accordance with regulatory guidelines. Fitch has downgraded the Individual ratings of NCCB and FSB to 'D/E' and 'D', respectively. The Individual ratings of NCCB and FSB have been differentiated primarily to reflect the better funding and capitalization profile of FSB relative to NCCB. Although NCCB is a government sponsored enterprise, Fitch does not consider the potential for support in the rating. The downgrade of the trust preferred rating to the 'CC/RR6' level reflects Fitch's view that the risk of deferral is heightened as a result of increased capital needs. On Nov. 16, 2009, NCCB entered into amendments of the forbearance agreements which extended the forbearance period through Feb. 17, 2010. Fitch understands that the company is working on potential solutions to the forbearance but the longer the resolution takes the increased probability of potential default exists. Based on the amount of assets available for repayment on the debt under forbearance, Fitch views the prospects for recovery in the 90%- 100% range and assigns a Recovery Rating of '1' to the secured debt. Fitch will resolve the Negative Rating Watch upon satisfactory resolution of the forbearance which is expected early February 2010. Further negative rating actions could result from continued deterioration in asset quality, lack of improvement in capitalization ratios and/or negative liquidity needs driven by resolution of forbearance. Until a further agreement is reached with the banks under the revolving credit facility, NCB does not have access to the revolving line of credit. FSB continues to have access to Federal Home Loan Bank Advances and the Federal Reserve. Fitch has downgraded these ratings and the ratings remain on Rating Watch Negative: National Consumer Cooperative Bank -- Long-term IDR to 'B' from 'BB-'; -- Individual to 'D/E' from 'D'. NCB, FSB -- Long-term IDR to 'B' from 'BB-'; -- Long-term deposit obligations to 'B+/RR3' from 'BB+'; -- Individual to 'D' from 'C/D'. NCB Capital Trust I -- Trust preferred stock to 'CC/RR6' from 'CCC'. Fitch also rates these ratings which remain on Rating Watch Negative: National Consumer Cooperative Bank -- Senior secured debt 'BB/RR1' -- Short-term IDR 'B'. NCB, FSB -- Long-term deposits 'BB+'; -- Short-term IDR 'B'; -- Short-term deposit obligations 'B'. Fitch rates these: National Consumer Cooperative Bank -- Support '5'; -- Support floor 'NF'. NCB, FSB -- Support '5'; -- Support floor 'NF' NATIONAL GOLD: Ch. 11 Trustee Seeks to Sell Hockey Season Tickets ----------------------------------------------------------------- Daily Bankruptcy Review's Bankruptcy Beat reports Joseph J. Luzinski, the Chapter 11 trustee for National Gold Exchange Inc., is seeking to sell its season tickets for Tampa Bay Lightning games in the National Hockey League. DBR says the move is part of the Chapter 11 Trustee's effort to sell assets to repay creditors. But Mr. Luzinski said chances of getting full price for the $101.75 per seat tickets are slim, according Individual game "tickets can be sold for anywhere between 30% and 70% below face value," Mr. Luzinski said in bankruptcy-court papers, according to DBR. Mr. Luzinski also noted that it appears many other season ticketholders are trying to sell their seats and that tickets typically are available at the box office on the day of the game, DBR continues. According to DBR, Mr. Luzinski suggested the company try to hawk the Lightning tickets on eBay or Craigslist because listings on those Web sites are free. A classified ad in the in the Tampa Tribune would cost the company $150, he said. DBR notes that the Lightning in 2004 became the southernmost team ever to win hockey's Stanley Cup. As defending NHL champions, the Lightning ranked second in total attendance. This season, according to DBR, the second-place Lighting sell only 74% of their seats on average, according to ESPN. That ranks second worst in the 30-team league. Phoenix Coyotes bring up the rear, selling only 56% of their seats. According to the Troubled Company Reporter on November 20, 2009, James Thorner, staff writer at St. Petersburg Times, said National Gold Exchange aims to emerge from bankruptcy as early as March. The Company made the announcement after it reached a tentative deal with its largest creditor Sovereign bank, Mr. Thorner reported. Under the deal, Mark Yaffee will liquidate his 30,000 square foot mansion in Tampa, sell off part of his antique music machines, and turn over future profits to creditors. Mr. Thorner reported the company has 60 days to come up with a new reorganization plan to satisfy the bank. A hearing is set for March 3, 2010, to confirm the plan. Robert Soriano represents the bank and Richard McIntyre represents Mr. Yaffe, Mr. Thorner noted. Tampa, Florida-based National Gold Exchange, Inc., operates a gold and silver rare coin wholesaler. The Company filed for Chapter 11 bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No. 09-15972). Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides & Eleff, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in debts. NEW ORIENTAL: Receives Non-Compliance Notice From Nasdaq -------------------------------------------------------- New Oriental Energy & Chemical Corp. reported that it received notification from the NASDAQ Listings Qualification Department that the Company's stockholders' equity of $7,214,000, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, that it filed with the Securities and Exchange Commission, does not comply with the minimum stockholders' equity requirement of $10,000,000 for continued listing on The NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(b)(1)(A). As a result, the Listing Qualifications Staff is reviewing the Company's eligibility for continued listing on The NASDAQ Global Market. The Company has until December 4, 2009, to provide to the Listing Qualifications Staff a definitive plan to achieve and sustain compliance with NASDAQ Global Market listing requirements. If the plan is accepted, NASDAQ may grant the Company an extension of up to 105 calendar days to regain compliance. If the Listing Qualifications Staff determines that the Company has not presented an adequate plan, the Staff will provide written notice to the Company that its common stock will be delisted from The NASDAQ Global Market. In such event, the Company may appeal the Staff's decisions to a NASDAQ Listing Qualifications Panel. Alternatively, the Company could apply to transfer its listing from The NASDAQ Global Market to The NASDAQ Capital Market, if it meets all requirements for continued listing on that market. About New Oriental Energy & Chemical Corp. New Oriental Energy & Chemical Corp., listed on the NASDAQ Global -- http://www.neworientalenergy.com/-- is an emerging coal-based alternative fuels and specialty chemical manufacturer based in Henan Province, in the PRC. The Company's core products are Urea and other coal-based chemicals primarily utilized as fertilizers. Future growth is anticipated from its focus on expanding production of coal-based alternative fuels, in particular, methanol, as an additive to gasoline and dimethyl ether (DME), which has been a cheaper, more environmentally friendly alternative to LPG for home heating and cooking, and diesel fuel for cars and buses. All of the Company's sales are made through a network of distribution partners in the PRC. NOBLE INTERNATIONAL: Creditors File Objection to Liquidation Plan ----------------------------------------------------------------- Magna Exteriors and Interiors and Magna Structure Systems filed an objection with the U.S. Bankruptcy Court to Noble International's First Amended Joint Plan of Liquidation. BankruptcyData repors that the Magna Entities, which assert claims against Noble, say the Plan does not expressly provide that any liquidation of any intellectual property assets will be subject to, among other things, all prior orders of the Court, including, without limitation, the rights granted to General Motors and Magna under an accommodation agreement and an equipment purchase agreement. The Chapter 11 Plan Noble International, Ltd., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Eastern District of Michigan fine-tuned their amended joint plan of liquidation and a disclosure statement explaining the plan. Noble International's plan contemplates the sale of substantially all of the Debtors' assets before the plan's effective date, free and clear of all liens, claims, encumbrances and interests. According to the disclosure statement, the plan, on the effective date, any proceeds generated by the sale of the assets, after satisfaction of all claims entitled to payment, will be transferred to the liquidating trust. A full-text copy of the Debtors' amended Disclosure Statement is available for free at http://researcharchives.com/t/s?4a2d A full-text copy of the Debtors' amended Plan of Liquidation is available for free at http://researcharchives.com/t/s?4a2e About Noble International Headquartered in Warren, Michigan, Noble International, Ltd. -- http://www.nobleintl.com/home.html/-- provides flat, tubular, shaped and enclosed formed structures to automotive original equipment manufacturers and their suppliers, for use in automobile applications, including doors, fenders, body side panels, pillars, bumpers, door beams, load floors, windshield headers, door tracks, door frames, and glass channels. Noble International and its affiliates filed for Chapter 11 protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09- 51720). The Debtors proposed Foley & Lardner LLP as their general bankruptcy counsel. Conway Mackenzie, Inc., has been tapped as the Debtors' financial advisors. The official committee of unsecured creditors is represented by Jaffe Raitt Heuer & Weiss, P.C. The Debtors disclosed total assets of $190,763,000 and total debts of $38,691,000, as of January 10, 2009. NOVADEL PHARMA: Receives $113,944 From Sale of Shares to Seaside ---------------------------------------------------------------- NovaDel Pharma Inc. on November 20, 2009, had its ninth closing of an offering pursuant to which Seaside 88, LP, purchased 500,000 shares of the Company's Common Stock at a price per share of $0.24 having an aggregate value of approximately $117,515, and, the Company received net proceeds of approximately $113,944, after deducting commissions and $1,500 in non-accountable expenses, pursuant to the terms of the parties' Common Stock Agreement. In June 2009, NovaDel Pharma entered into the Common Stock Purchase Agreement with Seaside, whereby the Company agreed to issue and sell to Seaside 500,000 shares of the Company's common stock, $0.001 par value per share, once every two weeks for 26 closings over a 52-week period. Pursuant to the terms of the Agreement, at the initial closing, the offering price of the Common Stock equaled 87% of the volume weighted average trading price of the Common Stock during the trading day immediately prior to the initial closing date. At each subsequent closing, on each 14th day thereafter, the offering price of the Company's Common Stock will equal 87% of the volume weighted average trading price of the Common Stock for the 10-day trading period immediately preceding each subsequent closing date. If, with respect to any subsequent closing, the volume weighted average trading price of the Company's Common Stock for the three trading days immediately prior to such closing is below $0.25 per share, then the particular subsequent closing will not occur and the aggregate number of Shares to be purchased shall be reduced by 500,000 shares of Common Stock. 3rd Quarter Results On November 16, 2009, NovaDel Pharma reported that for the quarter and nine months ended September 30, 2009, net loss was $1.4 million, or $0.02 per share, and $5.2 million, or $0.09 per share, respectively, compared to a net loss of $2.5 million, or $0.04 per share, and $7.7 million or $0.13 per share, respectively, for the quarter and nine months ended September 30, 2008. For the quarter ended September 30, 2009, the loss from operations was $1.4 million as compared to $2.5 million for the quarter ended September 30, 2008. The decrease of $1.1 million is attributable to further reductions in overall spending as the Company has postponed project related activities due to resource constraints. As of September 30, 2009, the Company had $2.27 million in total assets against $9.67 million in total liabilities, resulting in stockholders' deficit of $7.40 million. As of September 30, 2009, NovaDel's cash and cash equivalents were $300,000. The Company had negative working capital of ($4.2) million as of September 30, 2009, as compared to working capital of $100,000 as of December 31, 2008, representing a net decrease in working capital of approximately ($4.3) million, principally due to the net cash used in operations of ($3.6) million, the $1.0 million payment to ProQuest against the First Tranche Notes slightly offset by the proceeds of $700,000 received from Seaside 88, LP related to the stock purchase agreement dated June 26, 2009. On November 16, the Company announced an exclusive license and distribution agreement with ECR Pharmaceuticals Company, Inc., a wholly owned subsidiary of Hi-Tech Pharmacal Co., Inc. to commercialize and manufacture ZolpiMist(TM) in the United States and Canada. ZolpiMist(TM) is the Company's oral spray formulation of zolpidem tartrate approved by the FDA in December of 2008. Under the terms of the agreement, ECR paid NovaDel $3 million upon the execution of the agreement. ECR will assume responsibility for manufacturing and marketing the product in the United States and Canada. In addition, ECR will pay royalties of up to 15% on net sales of ZolpiMist as well as an additional milestone payment if sales reach a specified level. On October 27, 2009, the Company entered into a licensing agreement with privately held Mist Acquisition, LLC, to manufacture and commercialize the NitroMist lingual spray version of nitroglycerine, a widely prescribed and leading short-acting nitrate for the treatment of angina pectoris. Under the terms of the agreement, the Company received a $1,000,000 licensing fee upon execution of the agreement, and will receive milestone payments totaling an additional $1,000,000 over the next 12 months and ongoing performance payments of up to 17% of net sales. Steven B. Ratoff, Chairman and Interim CEO said, "We believe that these two agreements will allow us to initiate further development of our product pipeline utilizing our patented NovaMist(TM) oral spray technology." 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?4a87 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4a86 About Novadel Pharma Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD) -- http://www.novadel.com/-- is a specialty pharmaceutical company developing oral spray formulations for a broad range of marketed drugs. The Company's proprietary technology offers, in comparison to conventional oral dosage forms, the potential for faster absorption of drugs into the bloodstream leading to quicker onset of therapeutic effects and possibly reduced first pass liver metabolism, which may result in lower doses. Oral sprays eliminate the requirement for water or the need to swallow, potentially improving patient convenience and adherence. The Company filed with the Securities and Exchange Commission its Annual Report for the year ended December 31, 2008, which included an audit opinion with a "going concern" explanatory paragraph. The going-concern explanatory paragraph from NovaDel's independent registered public accounting firm -- J.H. Cohn LLP in Roseland, New Jersey -- expressed substantial doubt, based upon current financial resources, as to whether NovaDel can continue to meet its obligations beyond 2009 without access to additional working capital. NORTEL NETWORKS: Workers Lose Appeal for Severance Pay ------------------------------------------------------ Joe Schneider at Bloomberg News reports that the Court of Appeal for Ontario dismissed appeals by the Canadian Auto Workers union, representing employees who retired from Nortel, and by former workers who were fired, for entitlement of retirement and severance payments. According to the report, the workers claimed that Nortel is breaking Canadian labor laws by refusing to pay termination, severance and vacation pay to the former employees. The union also argued that its labor agreement, covering 45 current employees at Nortel, applies to workers who have retired and are entitled to additional periodic payments under the company's retirement plans as well as termination and severance payments. Judge Stephen Goudge, however, ruled that the labor agreement applies only to the current employees. "Can it be said that the payment required for the services provided by the continuing employees of Nortel also extends to encompass the periodic payments to the former employees" Judge Goudge wrote. "The answer is clearly no." Nortel has declined to make severance and termination payments, saying that under bankruptcy protection those are unsecured claims. The former workers have to line up together with unsecured creditors before being paid under a recovery plan to be approved by the Courts. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for our customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NUTRACEA: U.S. Trustee Appoints 5-Member Creditors Committee ------------------------------------------------------------ Ilene J. Lashinsky, the U.S. Trustee for Region 14, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Nutracea. The Creditors Committee members are: 1. BRYCON Corporation Attn: Jim Michaels 6150 W. Chandler Blvd., No. 39 Chandler, AZ 85226 Tel: (480) 785-9911 Ext. 112 Fax: (480) 785-9858 2. Farmers Rice Milling Company, Inc. Attn: Jeffrey Peters P. O. Box 788 Baton Rouge, LA 70821 Tel: (225) 922-4665 Fax: (225) 922-5120 3. MSS Technologies, Inc. Attn: Jack Trierweiler 1555 E. Orangewood Ave. Phoenix, AZ 85020 Tel: (602) 387-2110 Fax: (602) 256-6040 4. Trea, Inc. Attn: Peter Karegrannes 4216 S. 36th Place Phoenix, AZ 85040 Tel: (602) 438-1572 Fax: (602) 438-1573 5. Wellington Foods, Inc. Attn: Tony Harnack, Jr. 3250 E. 29th Street Long Beach, CA 90806 Tel: (562) 989-0111 Fax: (562) 989-9322 The official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Nutracea Phoenix, Arizona-based Nutracea, a California corporation, filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D. Ariz. Case No. 09-28817). S. Cary Forrester, Esq., at Forrester & Worth, PLLC, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PACIFIC ETHANOL: Prepares to Resume Ops. at Magic Valley Facility ----------------------------------------------------------------- Pacific Ethanol, Inc., is preparing to resume production of ethanol at its 60 million gallon per year Magic Valley facility located in Burley, Idaho. In February 2009, the Company suspended production at the Magic Valley facility due to extended unfavorable market conditions. In May 2009, the Company's subsidiaries which own its four ethanol production facilities, including the Magic Valley plant, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware in an effort to restructure their indebtedness. Market conditions for producing ethanol have improved and the Company plans to restart the Magic Valley facility in January 2010, subject to approval by the bankruptcy court, final documentation and a number of other conditions, including rehiring and training staff and restocking corn and other raw materials. The bankruptcy court is expected to consider the planned restart at a hearing on December 14, 2009, at which the lenders providing debtor-in-possession financing for the Magic Valley facility are expected to support the initiative. About Pacific Ethanol, Inc. Pacific Ethanol is the largest West Coast-based marketer and producer of ethanol. Pacific Ethanol has ethanol plants in Madera and Stockton, California; Boardman, Oregon; and Burley, Idaho. Pacific Ethanol also owns a 42% interest in Front Range Energy, LLC, which owns an ethanol plant in Windsor, Colorado. Pacific Ethanol has achieved its goal of 220 million gallons per year of ethanol production capacity in 2008. In addition, Pacific Ethanol is working to identify and develop other renewable fuel technologies, such as cellulose-based ethanol production and bio-diesel. The Company has assets of $548,063,000 against total debts of $362,630,000 as of September 30, 2009. It has $11,336,000 in cash and cash equivalents as of Sept. 30. Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc. -- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC, Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a voluntary petition for relief under Chapter 11 of the Bankruptcy Code before the United States Bankruptcy Court for the District of Delaware on May 17, 2009. Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PACIFIC LIFESTYLE: Unsecured Creditors to Recover 12% of Claims --------------------------------------------------------------- Pacific Lifestyle Homes, Inc., filed with the U.S. Bankruptcy Court for the Western District of Washington its Plan of Reorganization dated November 17, 2009. According to the Plan, each holder of an allowed priority tax claim will be paid the full amount of its allowed priority tax claim, on the effective date. With respect to holders of other claims and interests, only priority claims surety bond claims are not impaired. The Plan will be funded by a combination of the Debtor's cash on hand as of the effective date, including all amounts in the segregated DIP accounts, the exit financing, the equity contribution and cash that is collected or generated by the reorganized Debtor after the effective date. A full-text copy of the Plan of Reorganization is available for free at http://researcharchives.com/t/s?4a89 Treatment of Claims and Interests Class 1 Priority Claims -- each holder of an allowed priority claim will be entitled to receive cash in an amount sufficient to render the allowed priority claim unimpaired, in full settlement, release and discharge of the allowed priority claim. Class 2 BofA Secured Claim -- the entire principal and interest then outstanding on the BofA Note will be paid in full at the time as all lots have been constructed and buyer has closed escrow but in any event before the fifth anniversary of the effective date of this Plan. Class 3 KeyBank Secured Claim -- the Reorganized Debtor will pay to KeyBank (i) commencing on the tenth of each month thereafter until the KeyBank Note is fully paid or satisfied, the amount of interest that accrues on the unpaid principal balance of the KeyBank Note at the KeyBank Interest Rate through the last day of the month immediately preceding the month in which the payment is due. Class 4 West Coast Bank Secured Claim -- interest will accrue on the principal balance of the WCB Note at the WCB Interest Rate from the effective date until the principal balance is paid in full. Class 5 Oregon Lien Claims -- the Reorganized Debtor will pay to each holder of an Allowed Class 5 Claim, in cash from the proceeds of the collateral securing the claim, the allowed amount thereof pursuant to the terms of the Oregon Lien Order. All Allowed Class 5 Claims will bear interest at the base interest rate from the date of perfection of the statutory lien until payment. Class 6 Washington Lien Claims -- in the event that there are proceeds in excess of all amounts owed to BofA, KeyBank or WCB, as the case may be, from the sale of any Home in the state of Washington, the Reorganized Debtor will pay to each holder of an Allowed Class 6 Claim, in cash from the proceeds of the collateral securing the claim, the allowed amount thereof on the later of ten business days after entry of a final order determining the validity, priority and extent of the Class 6 Claim or after an agreement is reached among the holder, the Reorganized Debtor and the holder of the claim that is secured by a recorded trust deed lien on the property on which the holder asserts a statutory lien as to the allowed amount of the Class 6 Claim. Class 7 Property Tax Lien Claims -- the Reorganized Debtor will pay to each holder of an Allowed Class 7 Claim, in cash on the effective date from the appropriate Segregated DIP Account. Class 8 Surety Bond Claims -- the rights of the creditors holding Class 8 Claims will remain unaltered. Class 9 Warranty Claims -- the claims will be paid within 90 days of the effective date or repairs will be commenced within 90 days or as they come due to the extent that they have not otherwise been paid or otherwise satisfied prior to the effective date. Class 10 Small Unsecured Claims -- the Reorganized Debtor will pay to each holder of a small unsecured claim, in cash, an amount equal to 40% of the allowed amount thereof on the effective date or soon thereafter as the allowed amount is determined. Class 11 Other Unsecured Claims -- all other unsecured creditors will receive an aggregate distribution of 12% of their allowed claim, which distribution will be paid annually, on the anniversary of the effective date for the next five years. The distributions will be made as: (i) 10% of the distribution amount in 2011, which will be paid on the first anniversary of the effective date; (ii) 15% of the distribution amount in 2012, which will be paid on the second anniversary of the effective date, (iii) 20% of the distribution amount in 2013, which will be paid on the third anniversary of the effective date; (iv) 25% of the distribution amount in 2014, which will be paid on the fourth anniversary of the effective date; and (v) 30% of the distribution amount in 2015, which will be paid on the fifth anniversary of the effective date. Class 12 Existing Interests -- the current holder of the interests will be entitled to retain the interests in exchange for the equity contribution to be made by Wann. About Pacific Lifestyle Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a homebuilder throughout Southwest Washington and Northern Oregon. The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. Wash. 08-45328). Brian A. Jennings, Esq., at Perkins Coie LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg, Esq., at Perkins Coie LLP, in Portland, Oregon, represent the Debtor in the Chapter 11 case. John R. Knapp, Jr., Esq., at Cairnross & Hempelmann PS, represent the official committee of unsecured creditors. When the Debtor filed for protection from its creditors, it listed between $50 million and $100 million each in assets and debts. PENN TRAFFIC: Asks Court to Extend Filing of Schedules by 45 Days ----------------------------------------------------------------- The Penn Traffic Company and its units have asked the U.S. Bankruptcy Court for the District of Delaware to move the deadline for the filing of schedules of assets and liabilities and statements of financial affairs by an additional 45 days. Because the Debtors have more than 200 creditors, the deadline for the filing of the Debtors' schedules and statements of financial affairs is automatically extended to 30 days after the petition date. The Debtors say that an additional 45-day extension is needed due to the Debtors' substantial size, scope and complexity of their Chapter 11 cases and the volume of material that must be compiled and reviewed by the Debtors in order to complete the schedules. The request, if granted by the Court, will allow the Debtors to file the Schedules on the 75th day after the Petition Date. Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PENN TRAFFIC: Sec. 341 Meeting Set for December 23 -------------------------------------------------- U.S. Trustee for Region 3 will convene a meeting of The Penn Traffic Company's creditors on December 23, 2009, at 1:00 p.m. at the J. Caleb Boggs Federal Building, 844 King Street, 2nd Floor, Room 2112, Wilmington, DE 19801. 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. Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PENN TRAFFIC: Taps Haynes and Boone as Bankruptcy Counsel --------------------------------------------------------- The Penn Traffic Company, et al., have sought the permission of the U.S. Bankruptcy Court for the District of Delaware to hire Haynes and Boone, LLP, as bankruptcy counsel, nunc pro tunc to the Petition Date. Haynes and Boone will, among other things: a. advise the Debtors concerning, and assisting in, the negotiation and documentation of financing agreements and debt restructurings; b. counsel the Debtors in connection with the formulation, negotiation, and consummation of a possible sale of the Debtors or their assets; c. review the nature and validity of agreements relating to the Debtors' interests in real and personal property and advise the Debtors of their corresponding rights and obligations; d. advise the Debtors concerning preference, avoidance, recovery, or other actions that they may take to collect and to recover property for the benefit of the estates and their creditors, whether or not arising under Bankruptcy Code Chapter 5; e. prepare on behalf of the Debtors necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and review all financial and other reports to be filed in these bankruptcy cases; f. counsel the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents or other liquidation of the estates; g. work with and coordinating efforts among other professionals to attempt to preclude any duplication of effort among those professionals and to guide their efforts in the overall framework of Debtors' reorganization or liquidation; and h. work with professionals retained by other parties in interest in these bankruptcy cases to attempt to structure a consensual plan of reorganization, liquidation, or other resolution for Debtors. The Debtors, by a separate application, are seeking to retain and employ Morris, Nichols, Arsht & Tunnell LLP as Delaware co- counsel, and Conway, Del Genio, Gries and Co., LLC, to perform restructuring management services. Haynes and Boone, Morris Nichols and Conway will make every effort to avoid and minimize duplication of services in these cases. Haynes and Boone will be paid based on the hourly rates of its professionals: Lenard M. Parkins, Partner $895 Michael E. Foreman, Of Counsel $650 Abigail Ottmers, Associate $445 Matthew Russell, Associate $425 David Liebenstein, Associate $390 Paul Fabsik, Paralegal $240 The Debtors assure the Court that Haynes and Boone doesn't have interests adverse to the interest of the Debtors' estates or of any class of creditors and equity security holders. The Debtors maintain that Haynes and Boone is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PENN TRAFFIC: Wants to Hire Morris Nichols as Co-Counsel -------------------------------------------------------- The Penn Traffic Company and its debtor-affiliates seek permission of the U.S. Bankruptcy Court for the District of Delaware to employ Morris, Nichols, Arsht & Tunnell LLP as Delaware Co- Counsel, nunc pro tunc to the Petition Date. Morris Nichols will, among other things: (a) perform all necessary services as the Debtors' Delaware bankruptcy co-counsel, including, without limitation, providing the Debtors with advice and preparing necessary documents on behalf of the Debtors in the areas of restructuring and bankruptcy; (b) take all necessary actions to protect and preserve the Debtors' estate during the Chapter 11 cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved and objecting to claims filed against the estates; and (c) prepare or coordinate preparation on behalf of the Debtors necessary motions, applications, answers, orders, reports and papers in connection with the administration of these Chapter 11 cases. By separate application, the Debtors are seeking to retain and employ the law firm of Haynes and Boone, LLP, as counsel, and Conway, Del Genio, Gries and Co., LLC, to perform restructuring management services. Haynes and Boone, Morris Nichols and CDG will make every effort to avoid and minimize duplication of services in these cases. Gregory W. Werkheiser, a partner at Morris Nichols, will be paid based on the hourly rates of its professionals: Partners $480 to $725 Associates $265 to $445 Paraprofessionals $190 to $205 Case Clerks $125 Mr. Werkheiser assures the Court that Morris Nichols doesn't have interests adverse to the interest of the Debtors' estates or of any class of creditors and equity security holders. Mr. Werkheiser maintains that Morris Nichols is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PETTERS WORLDWIDE: Court Approves Payouts to Five Firms ------------------------------------------------------- A bankruptcy court authorized Petters Group Worldwide to pay $419,328 in fees and $2,393 in expenses to Linduqist and Vennum; $567,908 in fees and $18,141 in expenses to Fafinski Mark & Johnson; $10,000 in fees to Minneapolis lawyer Kevin Short; $47,819 in fees and $1,398 in expenses to Moss & Barnett, Minneapolis, reports Katharine Grayson, staff writer at St. Paul Business Journal. 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. PILGRIM'S PRIDE: USDA Challenged Firm's Reorganization Plan ----------------------------------------------------------- The U.S. Department of Agriculture is objecting to the confirmation of the reorganization plan of Pilgrim's Pride Corp., claiming the Plan provides releases to the Company that could wrongly excuse it from federal industry regulations. The USDA objects to the discharge, injunction, exculpation, and release terms and provisions of the Plan as being over-broad in their application to the USDA and other agencies. "There is no authority to excuse non-compliance by the Debtor and the Reorganized Debtor with applicable federal law and regulations or to excuse, release, or bar appropriate actions by those agencies under federal law and regulations," the USDA said. Distributions Under Ch. 11 Plan Pilgrim's Pride is scheduled to present its plan for confirmation on December 8, 2009. The deadline for ballots to be received by the voting agent is December 1, 2009. Pilgrim's Pride sees emergence from bankruptcy before the end of December. Under terms of the joint plan of reorganization, Pilgrim's Pride has entered into an agreement to sell 64% of the new common stock of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million in cash. The Plan, as amended, October 19, 2009, will be financed in part by the sale of 64% of the stock to JBS for US$800 million, leaving the remaining 36% of the stock, presumptively worth US$450 million, for existing equity holders. All creditors will be paid fully either in cash or through issuance of new debt. Proceeds from the sale of the new common stock of the reorganized Pilgrim's Pride to JBS will be used to fund cash distributions to allowed claims under the plan. Under the terms of the plan, all creditors of the Debtors holding allowed claims will be paid in full. The Amended Plan also offers to pay priority tax claims with postpetition interest, if applicable. All existing Pilgrim's Pride common stock will be cancelled and existing stockholders will receive the same number of new common stock shares, representing 36% of the reorganized Pilgrim's Pride in aggregate. The plan also calls for an exit facility for senior secured financing in an aggregate principal amount of at least US$1.65 billion. Since the proposed plan of reorganization represents a "100% plan," with creditors being repaid in full, shareholders represent the only impaired class and will be the only group entitled to vote on the plan of reorganization. The Equity Committee supports the Plan, noting that the Plan results in an initial recovery to equity holders valued at upwards of $450 million, with the potential to enjoy further appreciation of their interests in the Reorganized Debtors (or a successor) should their businesses continue to prosper. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: American Appraisal Hired as Valuation Consultant ----------------------------------------------------------------- Pilgrim's Pride Corp. and its units sought and obtained the Court's authority to employ American Appraisal Associates, Inc., as valuation consultant nunc pro tunc to September 16, 2009. William Snyder, the Debtors' chief restructuring officer, tells the Court that the Debtors seek to employ American Appraisal for the purpose of valuing the Debtors' tangible and intangible assets to assist with establishing an opening balance sheet as of the date of the Debtors' emergence from chapter 11. The Debtors have selected American Appraisal because of its extensive experience and knowledge in the field of valuation consulting services and because of its expertise in valuing business enterprises. As valuation consultant, the Debtors anticipate that American Appraisal will provide these services, among others: (a) perform calculation of the business enterprise value and undiscounted cash flows expected to result from the use and eventual disposition of Pilgrim's Pride Corporation's operating assets; (b) identify and valuing intangible assets and estimating the remaining life of each intangible assets; (c) value the personal property and real estate related to the idled facilities listed in the Engagement Letter; (d) value the personal property and real estate related to the operating facilities listed in the Engagement Letter; (e) review lease data for leased real property to assess the potential significance of any leasehold interests; (f) review and analyzing market data regarding assets and liabilities comparable to that of the Debtors'; and (g) provide such other valuation services for the Debtors as may be necessary or desirable, to the extent permitted under professional standards and as agreed to between the Debtors and American Appraisal. The Debtors will pay American Appraisal a flat rate fee of $493,000. The Debtors will also reimburse the firm of necessary expenses incurred to be paid in installments on a monthly basis. The fee is comprised of: (i) $115,000 for services provided in assisting the Debtors with complying with accounting standards under SFAS 144 - the impairment analysis; and (ii) $378,000 for performing services required under SOP 90-7 - the fresh start accounting services. In the event that there is a change in scope of the services required by the Debtors, a delay in the confirmation process or any other similar event that requires additional services by American Appraisal, American Appraisal will discuss these additional services and confirm in writing with the Debtors any additional necessary fee. At the Debtor's request, American Appraisal will bill any additional services on a flat fee basis or an hourly basis as may be appropriate. In the event the Debtors request additional services to be billed on an hourly basis, American Appraisal will do so at these rates: Professional Hourly Rate ------------ ----------- Managing Director $435 to $575 Director $340 to $445 Senior Manager $265 to $350 Manager $225 to $240 Senior Consultant $185 to $200 Consultant $150 to $165 Associate $135 to $145 American Appraisal's fees will be subject to review pursuant to Section 330 of the Bankruptcy Code. Christopher L. Rexroat, Esq., general counsel of American Appraisal Associates, Inc., informed the Court that the firm provides certain valuation services to the Debtors as an "ordinary course professional" during the early months of the Debtors' Chapter 11 cases. American Appraisal has been paid in full for its rendered services to the Debtors pursuant to the OCP Order. Mr. Rexroat assured the Court that American Appraisal is a "disinterested person" as that term is defined in Section 101(14) as modified by Section 1107(b) of the Bankruptcy Code. Furthermore, American Appraisal does not hold interest materially adverse to the interests of the Debtors' estates, creditors or equity security holders, Mr. Rexroat maintained. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: Equity Panel Has OK for Houlihan as Fin'l Advisor ------------------------------------------------------------------ The Official Committee of Equity Security Holders in Pilgrim's Pride Corp.'s cases obtained the Court's authority to retain Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor, nunc pro tunc June 22, 2009. Pursuant to an engagement letter entered into between the Equity Committee and Houlihan Lokey, the firm has agreed to: (a) analyze business plans and forecasts of the Debtors; (b) evaluate the assets and liabilities of the Debtors; (c) assess the financial issues and options concerning (i) the sale of the Debtors, either in whole or in part, and (ii) the Debtors' Chapter 11 plan of reorganization or liquidation or any other Chapter 11 plan; (d) analyze and review the financial and operating statements of the Debtors; (e) provide other financial analyses as the Committee may require in connection with the bankruptcy cases; (f) assist in the determination of an appropriate capital structure for the Debtors; (g) assist with a review of the Debtors' employee benefit programs, including key employee retention, incentive, pension and other post-retirement benefit plans; (h) analyze strategic alternatives available to the Debtors; (i) evaluate the Debtors' debt capacity and enterprise valuation in light of their projected cash flows; (j) assist in the review of claims and with the reconciliation, estimation, settlement, and litigation with respect thereto; (k) assist the Committee in identifying potential alternative sources of liquidity in connection with any debtor-in possession financing, any Chapter 11 plan or otherwise; (l) represent the Committee in negotiations with the Debtors and third parties; (m) provide testimony in court on behalf of the Committee; and (n) provide other financial advisory and investment banking services as may be agreed on by Houlihan Lokey and the Committee. Houlihan Lokey will be paid postpetition under the terms of the Engagement Agreement as follows: -- $150,000 per month in cash from the Effective Date through termination of the Engagement Agreement. The firm Monthly Fees will be paid on the first date permitted by the Court, and then on each monthly anniversary of the Effective Date; plus -- a cash fee of $1,750,000, earned and payable on the earlier to occur of (a) the date of receipt of initial distributions by the Equity Holders, and (b) the effective date of a "transaction." "Transaction" will mean the first to occur of (a) the confirmation of a Chapter 11 plan; (b) any merger, consolidation, reorganization, recapitalization, business combination, or other similar transaction; (c) the acquisition by a purchaser in a single transaction or a series of transactions of all or substantially all of the Debtors' assets or all or substantially all of the outstanding or newly-issued shares of any Debtor's capital stock; and (d) the closing of any other sale, transfer or assumption of all or substantially all of the assets, liabilities, or stock of the Debtors. Houlihan Lokey will also be reimbursed for any necessary out-of- pocket expenses. The Engagement Letter also provides for the Debtors to indemnify and hold harmless Houlihan Lokey from and against all losses, claims, damages or liabilities arising from the firm's engagement under the Engagement Letter. Adam L. Dunayer, managing director of Houlihan Lokey Howard & Zukin Capital, Inc., assures the Court that his firm does not represent any interest adverse to the Equity Committee, the Debtors, and their estates. Mr. Dunayer also assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. * * * Judge Michael Lynn ruled that: * Houlihan Lokey's compensation will be subject to approval by the Court; * in determining the reasonableness of the Deferred Fee, the Court will consider all applicable factors established by Section 330 of the Bankruptcy Code and being binding precedent; assessment of the Deferred Fee under Section 330(a)(3)(F) of the Bankruptcy Code will be based upon whether the Deferred Fee is comparable to the range of fees paid to investment bankers in comparable transactions both in and outside of bankruptcy court in this and other districts; and provided the number of hours spent by Houlihan Lokey's personnel during its engagement or during any given monthly period thereof will not be the sole factor in itself in determining the reasonableness of the Deferred Fee or the Monthly Fee; and * the Debtors are authorized and required to indemnify, hold harmless, provide contribution to and reimburse Houlihan Lokey, pursuant to the Indemnification Provisions of the Engagement Letter. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: Has OK to Tap Guantao for Anti-Dumping Probe ------------------------------------------------------------- Pilgrim's Pride Corp. and its units seek the Court's authority to employ the Guantao Law Firm as special counsel nunc pro tunc to September 29, 2009, to represent the Debtors in the Anti-Dumping and Countervailing Investigations. Guantao is headquartered in Beijing. It is one of the very few Chinese law firms with substantial experience in representing both domestic and foreign clients in anti-dumping, countervailing, antitrust and government investigations, compliance program and counseling projects. Guantao's lawyers have worked extensively with Chinese anti-dumping authorities, including the Ministry of Commerce of the Peoples' Republic of China (MOFCOM), the National Development and Reform Commission and the State Administration for Industry and Commerce. This experience enables Guantao lawyers to serve the clients with the most updated advice on the prevailing policies and to develop solutions for matters like the Anti-Dumping and Countervailing Duty Investigations. The professional legal services that Guantao will render to the Debtors with respect to the Anti-Dumping and Countervailing Duty Investigations will include: (a) Submitting registration documents to MOFCOM on behalf of the Debtors; (b) Assisting the Debtors to fill in the MOFCOM questionnaires and submit the responses to MOFCOM; (c) Assisting the Debtors to provide responses to MOFCOM supplementary questions; (d) Participating in the hearings, if any, held by MOFCOM on behalf of the Debtors; (e) Assisting the Debtors in the on-site verifications held by MOFCOM to the Debtors; (f) Communicating with MOFCOM on behalf of the Debtors during the investigation process as requested by the Debtors; and (g) Performing other work as requested by the Debtors in connection with the Anti-Dumping and Counterveiling Duty Investigations. For its services, the Debtors propose to pay Guantao on an hourly basis, plus reimbursement of actual, necessary expenses that Guantao incurred in representing the Debtors. Guantao's current hourly rates are: Professional Hourly Rate ------------ ----------- Partners RMB 2500 Associates RMB 1800 Translation Services RMB 500 per page Guantao assisted Pilgrim's Pride Corporation as soon as the Anti- Dumping and Countervailing Duty Investigations were initiated. However, the preparation of the employment application has been slightly delayed due to a mandatory Chinese Holiday that commenced on October 1 and ended on October 8, 2009. Shaosong Sun, Esq., a partner of the Guantao Law Firm, in Beijing, China, assures the Court that Guantao is a "disinterested person" as defined by the Bankruptcy Code and does not hold an interest adverse to the Debtors' estates. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: Sues Old Republic on Letter of Credit Dispute -------------------------------------------------------------- Pilgrim's Pride Corporation has provided a letter of credit to Old Republic Risk Management, Inc., to secure PPC's deductible and other obligations in connection with "tail loss" under certain expired Insurance Policies provided by ORRM to Gold Kist Inc. The Letter of Credit, which is currently in the amount of $41.3 million, far exceeds the amount of security needed to cover PPC's outstanding obligations under the Insurance Policies, according to Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas. The Debtors, Mr. Sosland relates, have asked since October 2008, that ORRM reevaluate the Letter of Credit. Since that time, the Debtors estimate that they have paid almost $500,000 in interest on that portion of the Letter of Credit that was in excess of the Debtors' actuary's contemporaneous estimate of PPC's outstanding obligations under the Insurance Policies. Although ORRM finally provided a new estimate of the Debtors' future obligations under the Insurance Policies on September 8, 2009, that estimate, according to Mr. Sosland, continues to exceed the amount of security needed to cover the Debtors' outstanding obligations under the Insurance Policies by nearly $10 million. Moreover, although ORRM has conceded that it holds excessive security, it has failed to execute the necessary documents to reduce the amount of the Letter of Credit as it is required to do under its agreement with PPC, Mr. Sosland adds. The Letter of Credit expired on November 2, 2009. Upon information and belief, ORRM intends to draw on the Letter of Credit in an amount that far exceeds the amount of security needed to cover PPC's outstanding obligations under the Insurance Policies, Mr. Sosland tells the Court. Moreover, ORRM has rejected PPC's last offer -- that in exchange for ORRM's agreement to limit its draw on the Letter of Credit to an amount that does not exceed its alleged estimate of expected loss, as well as its agreement to cooperate with PPC with regard to determining the amount of collateral required in the future, PPC would agree to provide new security to ORRM upon emergence from bankruptcy in an amount that reasonably estimates the expected loss applicable to PPC's deductible obligations. Drawing on the existing Letter of Credit in an amount that far exceeds any good faith estimate of PPC's future obligations under the Insurance Policies implicates the resources of the Debtors' bankruptcy estates, Mr. Sosland asserts. If ORRM was to consummate its intended course of action, it would wrongfully increase the amount of the Debtors' indebtedness to their prepetition lenders, and thus the amount the Debtors will be required to pay on the effective date of the Proposed Plan, if that plan is confirmed in its present form, by up to $30 million, Mr. Sosland tells the Court. Accordingly, the Debtors file an adversary proceeding against ORRM seeking declaratory relief and damages. Specifically, the Debtors ask the Court: (a) for a declaration (i) as to the amount of the Collateral Requirement, (ii) that the Defendant is not entitled under the Program Agreement to hold security in excess of 70% of the Collateral Requirement, (iii) that ORRM has breached the Program Agreement by failing to reduce the Letter of Credit, and (iv) that ORRM's conduct has breached the implied covenant of good faith and fair dealing; (b) for damages for breach of contract in the amount of the sum of (i) all interest and other fees the Debtors wrongfully paid on the Letter of Credit, (ii) the amount of any draw ORRM makes on the Letter of Credit in excess of $11.3 million, (iii) the pre- and post-judgment interest, attorneys' fees, and expenses, and (iv) any other economic damages to be proved at trial; (c) for damages for breach of the implied covenant of good faith and fair dealing in the amount of the sum of (i) all interest and other fees the Debtors wrongfully paid on the Letter of Credit, (ii) the amount of any draw ORRM makes on the Letter of Credit in excess of $11.3 million, (iii) the pre- and post-judgment interest, attorneys' fees, and expenses, and (iv) any other economic damages to be proved at trial; (d) for disgorgement, to the extent that ORRM draws on the Letter of Credit in an amount that exceeds $11.3 million; and (e) for other and further relief as the Court deems equitable, proper, and just under the circumstances. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PIXMAN NOMADIC: Expects to File Annual Fin'l Statements by Dec. 18 ------------------------------------------------------------------ Pixman Nomadic Media Inc. updates on the delay in producing its annual audited financial statements, management discussion and analysis for the financial year ended June 30, 2009, as well as corresponding Chief Executive Officer and Chief Financial Officer certifications. On October 27, 2009, Pixman announced that the filing of the Annual Documents would be delayed beyond the prescribed time limit. This delay is attributable to a delay in the preparation of an external auditor's report required in the production and auditing of its annual financial statements. Due to the restructuring previously announced on October 7, 2009 and the need to devote its energy and resources in furtherance of its recapitalization process and the development of its new applications for mobile devices, the Corporation announced it now expects to file the Annual Documents on or before December 18, 2009. The temporary layoffs completed in the restructuring process have furthermore reduced the staff allocated to the preparation of financial statements to a minimum. For the same reasons, the Corporation moreover estimates that the filing of the financial statements, management discussion and analysis for the interim period ended September 30, 2009, as well as corresponding Chief Executive Officer and Chief Financial Officer certifications will be pushed beyond the delay prescribed under applicable securities law. The Corporation plans to file the First Quarter Documents during the month of January 2010. As of November 3, 2009, and as a consequence of the default in filing the Annual Documents within the prescribed delay, the Autorite des marches financiers issued a cease trade order on the shares of Pixman. Trading of Pixman shares on the TSX Venture Exchange was consequently suspended. Pixman is working closely with its auditors towards completing the audit of its annual financial statement for the year ended June 30, 2009 and to file is financial statements for the interim period ended September 30, 2009 as soon as possible. Pixman Nomadic Media Inc. -- http://www.pixmen.com-- is a Canada- based media company offering a variety of nomadic multimedia solutions and services to clients and agencies around the world. The Company has two reportable segments: Nomadic Media Services and International Licensing. The Nomadic Media Services segment provides and resells turnkey media services in North America and Europe, including event planning, Pixman System deployment and content development to customers seeking to promote brands, companies and products. The International Licensing segment designs, manufactures, licenses and sells or leases Pixman Systems. Its subsidiaries include Pixman Europe S.L. and Pixman USA Inc. In September 2008, the Company acquired Pixnet Inc., owner of a proven technological platform in the area of mobile content and digital signage management. In December 2008, the Company acquired Pixnet Inc. RAHAXI INC: Sept. 30 Balance Sheet Upside Down by $4,051,640 ------------------------------------------------------------ Rahaxi Inc. filed two earnings reports for the past couple of weeks: The Company filed its annual report on Form 10-K for the fiscal year ended June 30, 2009, on November 13 and its quarterly report for the quarter ended September 30, 2009, on November 23. The 10Q report was originally due November 16. The Company said it was in the process of preparing and reviewing the financial and other information for the 10-Q report. The Company said the Form 10-Q could not be completed on or before the November 16 prescribed due date without unreasonable effort or expense. The Company posted a net loss of $1,132,279 for the fiscal first quarter ended September 30, 2009, from $3,351,972 for the same period a year ago. Total revenue -- from transaction processing, consulting services, and hardware and related items -- was $1,237,942 for the September 30 quarter, compared to $1,246,485 for the year ago period. At September 30, 2009, the Company had $3,209,612 in total assets against $6,689,067 in total liabilities, resulting in stockholders' deficiency of $4,051,640. The Company posted a net loss of $17,983,146 for the fiscal year ended June 30, 2009, from $23,150,901 for fiscal 2008. Total revenue -- from transaction processing, consulting services, and hardware and related items -- was $5,225,160 for fiscal 2009, compared to $6,259,707 for fiscal 2008. At June 30, 2009, the Company had $3,223,447 in total assets against $5,690,333 in total liabilities, resulting in stockholders' deficiency of $2,999,671. In its November 13, 2009 audit report on the Company's 10-K, RBSM LLP in New York, noted the Company is experiencing difficulty in generating sufficient cash flow to meet it obligations and sustain its operations, which raises substantial doubt about its ability to continue as a going concern. In its 10-Q report, the Company said it believes that anticipated revenues from operations will be insufficient to satisfy its ongoing capital requirements for the next 12 months. If the Company's financial resources are insufficient, the Company will require additional financing to execute its operating plan and continue as a going concern. "The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion, repay its debt obligations as they become due, or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations," the Company said. Management intends to raise financing through the sale of the Company's stock in private placements to individual investors. Management may also raise funds in the public markets. Management believes that with this financing, the Company will be able to generate additional revenues that will allow the Company to continue as a going concern. This will be accomplished by hiring additional personnel and focusing sales and marketing efforts on the distribution of product through key marketing channels currently being developed by the Company. The Company may also pursue the acquisition of certain strategic industry partners where appropriate, and may also seek to raise funds through debt and other financings. 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?4a82 A full-text copy of the Company's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?4a83 Rahaxi, Inc., provides payment services and processing. Its principal offices are in Wicklow, Ireland; the Company also has offices in Helsinki, Finland; and Santo Domingo, the Dominican Republic. PROTOSTAR LTD: Wants Exclusivity Extension Until February --------------------------------------------------------- ProtoStar Ltd. asks the Bankruptcy Court to extend the exclusive periods during which only it may file a Chapter 11 plan and solicit acceptances of the plan until February 25 and April 26, respectively. ProtoStar says it is seeking a three-month extension as a precautionary measure. It is confident that its plan will be confirmed on schedule. The hearing to consider the adequacy of the disclosure statement explaining ProtoStar's Chapter 11 plan has been adjourned to a "date to be determined". The ProtoStar disclosure statement was vague about creditors' recoveries because the second of two satellites won't be sold at auction until Dec. 15. As reported by the TCR on Nov. 12, ProtoStar has won approval to sell the ProtoStar I satellite and related equipment for $210 million to an affiliate of Intelstat Holdings Ltd. The auction of the ProtoStar II satellite is set for Dec. 15. The hearing for approval of the sale is Dec. 18. The Official Committee of Unsecured Creditors has a suit pending where it contends secured lenders don't have valid liens securing aUS$10 million working capital loan and US$183 million in 12.5% and 18% secured notes. The creditors believe the noteholders and working capital lenders filed notices of their security interests in the wrong place, as a result invalidating their liens. If the Creditors Committee wins the lawsuit, the lenders would have an unsecured creditor status and they won't be paid ahead of other creditors. About ProtoStar Ltd. Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite operator formed in 2005 to acquire, modify, launch and operate high-power geostationary communication satellites for direct-to- home satellite television and broadband internet access across the Asia-Pacific region. The Company and its affiliates filed for Chapter 11 on July 29, 2009 (Bankr. D. Del. Lead Case No. 09-12659.) The Debtor selected Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of Appleby as their Bermuda counsel; UBS Securities LLC as financial advisor & investment banker and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors have tapped UBS Securities LLC as investment banker and financial advisor. In their petition, the Debtors listed between US$100 million and US$500 million each in assets and debts. As of December 31, 2008, ProtoStar's consolidated financial statements, which include non- debtor affiliates, showed total assets of US$463,000,000 against debts of US$528,000,000. READER'S DIGEST: Asks for Plan Exclusivity Until Feb. 22 -------------------------------------------------------- Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has the exclusive right to file a plan of reorganization for a period of 120 days after the Petition Date. If a debtor files a plan within that 120-day exclusivity period, Section 1121(c)(3) provides 60 additional days during which the debtor has exclusive right to solicit votes with respect to that Plan. The period during which only the Debtors may file a Plan will expire on December 22, 2009, and the period during which only the Debtors' Plan may be considered for acceptance or rejection will expire on February 20, 2010. By this motion, the Debtors ask the Court to extend the deadline within which they may exclusively: (i) file a Plan through February 22, 2010, and (ii) the period within which they may solicit acceptances of that Plan through April 22, 2010. James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, tells the Court that the request is precautionary, insofar as the Debtors filed their plan of reorganization and disclosure statement shortly after filing the Chapter 11 cases, and anticipate that solicitation on the Plan will have commenced as of the hearing date on the request. He adds that the Debtors are moving expeditiously towards emergence with a scheduled confirmation hearing date of January 15, 2010. Against this backdrop, Mr. Sprayregen avers that it is the Debtors' intention and hope not to have to utilize an extension of the Exclusive Periods to file another Plan or solicit votes. Nevertheless, because the present Exclusive Filing Period expires on December 22, 2009, he asserts that prudence dictates seeking an extension of the Exclusive Periods in the event additional time is needed to obtain confirmation of the Plan. The Debtors assert that ample cause exists to extend the Exclusive Periods because within approximately three months since commencing the Chapter 11 cases, they have (i) made significant good-faith progress on important procedural, financial and operational initiatives, (ii) filed a Chapter 11 Plan that effects a highly complicated de-leveraging transaction, including the elimination of approximately $1.6 billion of debt, and (iii) prepared to emerge from Chapter 11 with a de-levered capital structure and the enhanced ability to achieve further growth. Mr. Sprayregen also points out that since the Petition Date, the Debtors have, among other things: -- worked diligently to address myriad creditor concerns occasioned by the commencement of the bankruptcy cases; -- prepared and filed their statement of financial affairs and schedules of assets and liabilities; -- established November 16, 2009 as the claims bar date for the filing of prepetition claims and successfully implemented Court-approved noticing of the Bar Date; -- addressed key operational restructuring issues by obtaining authority to: * assume, on amended terms, the sublicense agreement related to the Time Life business; * assume certain executory contracts; and * reject certain executory contracts and unexpired leases; -- negotiated, prepared and filed their Plan and Disclosure Statement; -- prepared and filed the motion to approve, among other things, the Disclosure Statement and the Debtors' solicitation and tabulation procedures for voting on the Plan; and -- negotiated an agreement establishing the discovery protocol and scheduling in connection with confirmation of the Plan with the Official Committee of Unsecured Creditors and the Reader's Digest Retiree Group. A hearing will be held on December 7, 2009, to consider the request. Objections are due December 2. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Proposes to Enter Into 2 Corporate Office Leases ----------------------------------------------------------------- The Reader's Digest Association, Inc., and its Debtor affiliates seek the Court's authority to enter into two new non-residential leases of real property for their corporate offices, pursuant to Section 363(b) of the Bankruptcy Code. The New Leases are for properties located at: (1) 750 Third Avenue, in New York, New York, pursuant to an agreement between Reader's Digest, as sub-tenant, and Advance Magazine Publishers, Inc., as sub-landlord; and (2) 44 South Broadway, in White Plains, New York, pursuant to an agreement by and between Reader's Digest, as tenant, and 44 South Broadway Property LLC, as landlord. James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, contends that entry into the New Leases is critical to implementing the Debtors' long-term space planning initiatives, pursuant to which the Debtors expect to generate annual cash savings over $4.5 million and, over the terms of the New Leases, total cash savings with a net present value of $17.1 million, through the consolidation and relocation of their primary corporate offices and global headquarters. As of the Petition Date, the Debtors were party to 23 domestic leases in 14 states, occupying a total of 887,000 square feet. As a result of various prepetition and ongoing cost saving initiatives and other strategic plans designed to increase profitability and optimize the cost structure of the Debtors' business, including workforce reductions, business dispositions, outsourcing initiatives and consolidation of various operations to reduce corporate overhead, the Debtors have significant excess space per person relative to industry standard metrics. Accordingly, as part of their long-term strategic business planning efforts, the Debtors implemented a real estate and space planning initiative with the goal of reducing occupied square footage and annual facilities costs through rejecting burdensome real property leases and relocating to new leased property more appropriate for the Debtors' current and post-emergence needs. As part of their Space Planning Initiative, the Debtors also considered the tangible and intangible benefits of consolidating and relocating their primary corporate offices to more functional office space in urban environments to encourage productivity and attract talent. Because the vast majority of the Debtors' excess space is concentrated in the New York metro area, with two-thirds of the Debtors' domestic employees located in three New York area properties governed by five leases, the Debtors have spent significant time evaluating their options with respect to their current New York area leases, mindful of the fortuitous intersection of favorable market conditions for commercial property lessees and the opportunity to reject burdensome leases afforded by these Chapter 11 cases. The Debtors currently maintain their primary corporate offices and global headquarters in Chappaqua, New York, and maintain offices for editorial, advertising and sales functions, among other things, in connection with their Reader's Digest and Every Day with Rachael Ray magazines New York City. In Chappaqua, the Debtors are tenants under two separate leases for various spaces at their primary corporate headquarters location. In New York City, the Debtors operate their Every Day with Rachael Ray business and conduct editorial, advertising and sales functions for the Reader's Digest magazine from two separate locations pursuant to two separate lease agreements and a sub-lease. The Debtors and their real estate broker have identified and evaluated more than 90 potential options in three states and conducted 34 site visits. As a result of the efforts, the Debtors have identified an opportunity to enter into a sub-lease at the new location in New York City that will allow the Debtors to consolidate their current New York City operations under one roof and relocate members of the Debtors' senior management and supporting staff, and some editorial functions, to the city. The Debtors have also identified a new lease location in White Plains, New York, that is appropriate for the corporate support functions currently performed at the Debtors' Chappaqua offices and which provides an efficient corridor, by train, to the new global headquarters location. Mr. Sprayregen tells the Court that the New Leases reflect favorable agreements for the Debtors. He relates that the Debtors' expected capital outlays associated with the moves and build out of the new premises are approximately $8.9 million. The Debtors estimate, however, that their relocation and consolidation plan will allow the Debtors to realize average cash-flow savings of approximately $4.5 million per year. Thus, the Debtors expect to realize a return on the one-time, upfront capital expenditure and move costs required to complete the relocation and consolidation in slightly over two years. Full-text copies of the summary of the salient terms of the New Leases are available for free at: http://bankrupt.com/misc/RDA_NewYork_Leases.pdf http://bankrupt.com/misc/RDA_WhitePlains_Leases.pdf Thomas A. Williams, Reader's Digest's chief financial officer and senior vice president, and Mitchell Konsker, vice chairman of Cushman & Wakefield, Inc., file separate declarations in support of the request. The Court will commence a hearing on December 7, 2009, to consider the request. Objections are due December 2. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Proposes to Pay Seiden Krieger ----------------------------------------------- The Reader's Digest Association Inc. and its units notify the Court and parties-in-interest that they will present on December 7, 2009, a request for authority to pay for the services of Seiden Krieger Associates, Inc., for assisting the Debtors and their prepetition lenders in the process of identifying individuals to serve as members of the board of directors of The Reader's Digest Association, Inc., after the Debtors emerge from Chapter 11. Objections to the request are due December 2. Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the identities of the members of the post-emergence Board of the reorganized Debtors along with certain related information are required to be disclosed prior to confirmation of a plan of reorganization. James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, notes that the Debtors' proposed plan of reorganization provides, in part, that the initial Board of Reorganized RDA Holding, Inc., and Reorganized Reader's Digest, which will initially be mirror boards, will consist of seven directors. In the weeks leading to the commencement of their Chapter 11 cases, the Debtors engaged in extensive negotiations with their prepetition secured lenders regarding a comprehensive debt restructuring and, ultimately, prepetition secured lenders holding more than 80% of the Debtors' prepetition bank debt executed a restructuring support agreement -- RSA -- setting forth the terms of a proposed restructuring plan that provides for the conversion of approximately $1.2 billion of prepetition secured debt into nearly 100% of the equity in the Reorganized Debtors. The Board selection process was agreed upon in connection with the execution of the RSA. The Debtors, JPMorgan Chase Bank, N.A., as the Prepetition Agent, and an informal steering committee of Prepetition Lenders concluded that Seiden Krieger is best suited to provide the specialized services required in selecting the New Board. The terms of the Seiden Krieger employment arrangement are set forth in an engagement letter. Seiden Krieger will assist in identifying and selecting potential individuals to serve as members of the New Board and may further advise on certain other matters related to the formation of the New Board. In light of the services Seiden Krieger will provide, the Debtors do not believe that Seiden Krieger is a "professional" within the meaning of Sections 327(a), 328(a) and 1103(a) of the Bankruptcy Code. Moreover, the Prepetition Agent on behalf of the Prepetition Lenders -- and not the Debtors -- is the entity retaining Seiden Krieger, although the Debtors' estates will pay for Seiden Krieger's services, Mr. Sprayregen says. Thus, the Debtors believe that Seiden Krieger's services are more appropriately authorized and paid for pursuant to Section 363 of the Bankruptcy Code, to the extent applicable. By this motion, the Debtors seek the Court's authority, to the extent required, to have Seiden Krieger retained, pursuant to Section 363 and consistent with the terms of the RSA. The Debtors believe that employing Seiden Krieger is in the ordinary course of business. However, in an abundance of caution, the Debtors ask the Court's approval of the employment arrangement, to the extent required under Section 363. Since its founding in 1984, Mr. Sprayregen relates that Seiden Krieger has become one of the top boutique executive search firms, having been named several times by respected industry observers as among the leading executive search firms in North America. Seiden Krieger will be paid a flat fee of $125,000 for its services, which fee is payable in three installments: (i) due at the commencement of the assignment, (ii) due upon the commencement of interviewing candidates, and (iii) due when the search has been concluded or terminated by the Prepetition Lenders. Seiden Krieger will also be entitled to receive prompt reimbursement of all reasonable out-of-pocket, recruiting-related expenses Seiden Krieger incurs in connection with the services it provides. The Debtors submit that the proposed compensation arrangement is comparable to other similar engagements entered into by Seiden Krieger and other executive search consultants both in and out of Chapter 11. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Wants March 22 Lease Decision Deadline ------------------------------------------------------- Section 365(d)(4) of the Bankruptcy Code provides that a debtor's unexpired lease of nonresidential real property will be deemed rejected if the trustee does not assume or reject the unexpired lease by the earlier of (i) the date that is 120 days after the order for the relief, or (ii) the date of entry of an order confirming a plan. Section 365(d)(4) provides, however, that the court may extend the period prior to the expiration of the 120-day period for 90 days on the debtor's motion for cause. As of the Petition Date, the Debtors were tenants under 23 non- residential real property leases across 14 states. Generally, the Debtors do not own the property from which they conduct their operations; instead, they lease nonresidential real property, some of which has been subleased to third parties. The Debtors' real property leases are assets of the bankruptcy estates and an important element to the continued operation of their businesses, James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, tells Judge Drain. In connection with their ongoing restructuring efforts, the Debtors have eliminated burdensome leases and sub-leases, Mr. Sprayregen relates. Due to the size and complexity of the Debtors' businesses, however, he asserts, the Debtors are still involved in a careful and comprehensive evaluation of these remaining 16 nonresidential real property leases and have not yet completed their review process: Lease Debtor/Party Counterparty Expiration Date ------------ ------------ --------------- Reader's Digest Sales 100 Bush Corporation 09/30/2011 & Services, Inc. The Reader's Digest 260/261 Madison 07/31/2012 Association, Inc. Equities Corp. AllRecipes.com, Inc. 3317 3rd Ave S. 10/31/2010 Limited Partnership Compass Learning, Inc. CR IV Industrial, L.P. 04/30/2011 World Almanac Duke Construction 08/15/2016 Education Group, Inc. Limited Partnership World Almanac aNETorder, Inc. 08/15/2016 Education Group, Inc. Reiman Media Grandhaven LLC 01/31/2010 Group, Inc. Direct Holdings KBS Capital Advisors LLC 02/28/2015 Americas, Inc. The Reader's Digest Makovsky and Company Inc. 03/31/2010 Association, Inc. Reader's Digest Sales Parkway 233 North 02/28/2010 & Services, Inc. Michigan, LLC Home Service Roseville Properties 10/31/2013 Publications, Inc. Management Company, Inc. The Reader's Digest SG Chappaqua A LLC 12/21/2024 Association, Inc. The Reader's Digest SG Chappaqua B LLC 09/21/2017 Association, Inc. Weekly Reader 1050 Taylors Lane 12/31/2011 Corporation Associates, L.P. Reader's Digest Sales Timberland One LLC 01/31/2012 & Services, Inc. The Reader's Digest Wohio Holding Inc. 04/30/2017 Association, Inc. As the Debtors continue to look for ways to enhance the competitiveness of their global operations to achieve the necessary cost savings and operational effectiveness envisioned in their revised strategic business plan, they may well require use of the tools afforded a Chapter 11 debtor, including modifying or eliminating burdensome leases, Mr. Sprayregen tells the Court. In the meantime, he reveals, the Debtors are currently paying and will continue to pay for the postpetition rent obligations that arise under the Unexpired Leases. By this motion, the Debtors ask the Court, pursuant to Section 365(d)(4) of the Bankruptcy Code, to extend their time to decide whether to assume or reject the Unexpired Leases through March 22, 2010, which date reflects a 90-day extension of the current lease disposition deadline of December 22, 2009. Mr. Sprayregen says the relief sought is precautionary. He notes that the Debtors are moving expeditiously to accomplish their reorganization. While the Debtors are continuing their strategic review of unexpired real property leases, he contends that they may not complete their review or be in a position to determine whether to assume or reject all of the Unexpired Leases by the expiration of the current deadline. The Debtors, he asserts, therefore, require additional time to complete their analysis and make a determination with respect to each of the Unexpired Leases. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Bear Stearns, et al., Transfer Claims to Chase Lincoln ----------------------------------------------------------------- Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure, Bear Stearns Investment Products Inc., Bear Stearns & Co., Inc., and Bear Stearns Investment Products Inc., disclosed in separate filings that they transferred a total of 33 claims to Chase Lincoln First Commercial Corp., aggregating $318,592,983: Transferred Claim No. Transferred Claim Amount ----------- ------------------------ 11229 $153,585,649 11460 43,321,401 9344 41,678,077 9454 27,222,787 11463 13,865,562 11462 6,694,485 8038 5,026,911 12290 4,877,910 11551 3,395,701 9938 2,473,118 520 2,308,823 12033 1,743,831 11461 1,616,343 8039 1,280,832 11556 1,169,250 8498 1,158,152 11464 1,040,818 11466 1,003,174 11553 886,196 32 698,503 9879 669,199 5058 653,263 9923 486,271 9935 350,609 11557 329,402 9858 329,640 11465 189,575 9934 179,540 9881 177,877 9941 66,393 11433 61,158 11434 35,202 9856 17,331 Claim Liquidation Corp. also transferred 16 claims, totaling $208,350,340, to Chase Lincoln: Transferred Claim No. Transferred Claim Amount ----------- ------------------------ 14251 $65,518,141 10125 50,740,450 10079 22,971,000 11037 16,737,000 13000 11,277,504 13277 12,339,131 13912 10,261,000 10471 7,967,683 12315 4,211,887 10730 2,699,077 13002 1,906,208 10472 800,165 9973 602,283 10470 184,653 10476 121,251 9968 12,907 Meanwhile, Morgan Stanley Senior Funding, Inc., informed the Court and parties-in-interest that on November 18, 2009, Nikko Future Funds disclosed that it transferred Claim No. 10015 for $1,355,107. Morgan Stanley's disclosure is in accordance with Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company has operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Stipulation Reducing GECC Claims to $588,000 ------------------------------------------------------- Albert Togut, solely as Chapter 7 trustee for the estate of Refco, LLC, and GE Capital, entered into a stipulation resolving Claim Nos. 431, 432, 433, 434, 435, 436, 437, 438, 439, 440, 441, 442, 443, 444, 445, 446 and 447 filed by GE Capital. As previously reported, GE Capital filed 17 claims, aggregating $767,413, in connection with the rejection of certain equipment leases. Mr. Togut sought to reduce the GE Claims, disputing GE Capital's allegation that it was entitled to payment based on the residual value of leased equipment, sales tax, other asserted payment arrears and damage calculations. Mr. Togut further contended that GE Capital had not satisfied its burden of mitigating its alleged damages following the return of the leased equipment. To resolve the GE Claims and the Claims Objection, the Chapter 7 Trustee and GE Capital stipulate that the GE Claims will be allowed in the Chapter 7 case in the reduced amount of $588,000. Allowance of the GE Claim as reduced under the terms of the Stipulation will be in full and final satisfaction of any and all claims of GE Capital against the Chapter 7 Debtor's estate. The Chapter 7 Trustee and GE Capital agree to release all claims or causes of action that they may own against each other. However, the Stipulation will not release or discharge the Chapter 7 Debtor's estate and the Trustee from any obligation. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company has operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REMEDIATION FINANCIAL: Court Continues DS Hearing on January 6 -------------------------------------------------------------- The Hon. Charles G. Case II of the U.S. Bankruptcy Court for the District of Arizona will continue the hearing on RFI Realty, Inc., et al.'s amended disclosure statement on January 6, 2010, at 10:00 a.m. The hearing will be held at Courtroom No. 601, 230 N First Ave., Phoenix, Arizona. According to the Disclosure Statement, the Plan implements, and continues to abide by, several major settlements and agreements entered into by the Debtors during the proceedings. The Debtors believe that, together, the agreements and the Plan provide the most efficient and cost-effective means for payment of claims through sale of the Debtors' most valuable assets -- the real property and entitlements, and associated claims and other assets. The Plan implements the key agreements, which create a very substantial fund for the remediation of the real property, provide for the sale of substantially all of the Debtors' assets, and otherwise settle and resolve claims. The Plan provides for the payment in full of all administrative claims and expenses and all other claims. Sale proceeds will be used to pay past or future priming liens as may be necessary to fund operating and administrative payments. The necessity for the priming liens is reduced to the extent that administrative and operating expenses are able to be funded from unencumbered sources and from the buyer's periodic payments made under SunCal Santa Clarita, L.L.C. PSA. The Debtors expect to need to draw a priming lien to the extent that unencumbered sources and the interim payments under the SunCal PSA are insufficient to provide for adequate budgeted reserves, and meet administrative and operating obligations. The Posta Bella Lenders Settlement has budgeted for operating and administrative expenses and provided sources for the expenses both in the monthly budget and budgeted from the sales proceeds at closing of a sale of a real property. Claims for remediation, as the claims of the Castaic Lake Water Agency litigation settlement Agreement Plaintiffs and The California Department of Toxic Substances Control are to be funded as directed and provided in the CCSA and CLWA settlement from the funds om deposit in SF Escrow 1 and SF Escrow 2 and other sources for remediation. The Plan does not provide for any distribution on account of claims made by insider unsecured creditors. The Plan allocates an amount for unsecured claims that are not for remediation in the Santa Clarita, L.L.C. estate as a percentage (3.28%) of funds remaining, which are funds available for distribution after payment of higher priority claims. The Debtors estimate that the allocation with produce funds totaling $1 million to non-insider SCLLC unsecured claims. The Debtors do not believe that non-insider SCLLC allowed claims will be paid in full. The Plan provides for no distribution to holders of interests. The Plan provides for interests to remain subject to the voting trust until the bankruptcy cases are closed. Pursuant the CCSA, Bermite Recovery, L.L.C. has the right to borrow up to $7 million secured by a lien with priority over all existing liens. The Debtors have negotiated with First Credit Bank to provide a first position secured credit facility to Bermite for up to $7 million in the event the financing is necessary. The Debtors do not intend to draw the FCB line unless the buyer terminates the SunCal PSA. A full-text copy of the Disclosure Statement is available for free at http://researcharchives.com/t/s?4a8a The Court also extended the deadline for Debtors to circulate a redline of their amended disclosure statement until December 21, 2009. The deadline for filing statements of remaining unresolved issues with Debtors' amended disclosure statement is also extended to December 31, 2009. About Remediation Financial Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a real estate developer. Remediation Financial and Santa Clarita, L.L.C., filed for Chapter 11 protection on July 7, 2004 (Bankr. D. Ariz. Case No. 04-11910). RFI Realty Inc. filed on June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04- 17294). The cases are jointly administered under RFI Realty Inc. Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver, Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, represent the Debtors in their restructuring efforts. No official committee of unsecured creditors has been appointed in this case. When the Debtors filed for protection from their creditors, they listed assets of more than $100 million and debts of $10 million to $50 million. RESERVE PRIMARY: Court Orders Pro-Rata Distribution to Investors ---------------------------------------------------------------- U.S. District Judge Paul Gardephe in New York ordered the Reserve Primary Fund to distribute its assets equally among all shareholders. The judge agreed with the Securities and Exchange Commission and ordered a pro-rata distribution of almost all the fund's remaining assets. On May 5, 2009, the SEC filed fraud charges against several entities and individuals who operate the Reserve Fund for failing to provide key material facts to, and affirmatively misleading, investors and trustees about the fund's vulnerability as Lehman Brothers Holdings, Inc. sought bankruptcy protection. More significantly, in bringing the enforcement action, the SEC sought to expedite the distribution of the fund's remaining assets to investors by proposing a plan of liquidation. In its complaint, the agency asked the court to enter an order compelling a pro rata distribution of remaining fund assets, which would release money that is currently being withheld from investors pending the outcome of approximately 30 lawsuits against the Reserve Fund, the trustees and other officers and directors of the Reserve entities. All shareholders can expect to recover at least 98.75% of money held in the fund when it closed on Sept. 16, 2008, according to data compiled by Bloomberg. "We are pleased with the court's order adopting the SEC's distribution plan in the Reserve Primary Fund case. From the start, our goal was to return money to investors as quickly and fairly as possible and to avoid the extended quagmire of litigation that would have only served to deplete the finite pool of money used to pay investors," SEC Chairman Mary L. Schapiro said in a statement. "With this goal in mind, the SEC took the lead in proposing a just and equitable resolution and forging a consensus among the vast majority of investors who recognized the benefits of resolving this matter amicably. "The proposal by the SEC advocated a pro-rata distribution plan that provides an equal payout to all shareholders who have not had their redemption requests fulfilled, regardless of when they submitted those redemption requests. It is estimated by the Reserve Fund that the amount to be returned would be 99 cents on the dollar, or more. "Without this distribution plan, shareholders would have been racing to obtain judgments against the finite pool of funds, possibly leading to conflicting judgments by different courts and tapping into a $3.5 billion pot that had been set aside by the Fund to cover litigation costs. In fact, approximately 30 lawsuits already had been filed across the country at the time we proposed our plan. The SEC plan approved by the court eliminates these claims on the remaining assets, freeing up money to be returned to investors. "[The] ruling affirms our approach and should enable all investors to get back their money quickly." Winners, Losers According to Bloomberg, the judge rejected claims for full recovery by investors, such as Deutsche Bank AG and online broker E*Trade Financial Corp., that made withdrawal requests before the fund's shares fell below $1. That benefited a smaller group of investors, including Minneapolis-based Ameriprise Financial Inc., that were originally told they would shoulder the entire $785 million shortfall. The report adds that Ameriprise is among the biggest winners. It will end up losing about $41.6 million, about $78.4 million less than if the $1 receipts had been honored, according to Bloomberg calculations. Ameriprise had about $3.2 billion invested in Reserve Primary on behalf of more than 325,000 customers, and $128 million of its own capital. According to Bloomberg, the Lehman losses represented about 1.5% of the $51.2 billion in shareholder assets on Sept. 16, after the flurry of withdrawals. Returns from holdings have added about $235 million, while legal expenses and management fees amounted to $90 million, according to Reserve Management estimates. That leaves investors with about 98.75% of their principal. About Reserve Primary Fund Managed by Reserve Management Company, Inc., the Reserve Primary Fund is a large money market mutual fund that is currently in liquidation. On September 16, 2008, during the global financial crisis, it lowered its share price below $1 because of exposure to Lehman Brothers debt securities. This resulted in demands from investors to return their funds as the financial crisis mounted. The Reserve had multiple other funds frozen because of this failure. RETAIL PRO: Seeks Voluntary Conversion to Chapter 7 --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Retail Pro Inc. asked the Bankruptcy Court to convert its reorganization case to liquidation under Chapter 7. Retail Pro has $235,000 left, inadequate to fund a Chapter 11 plan. A hearing is scheduled for December 9. Retail Pro on June 26 completed the sale of the assets approved in April. The buyers were secured creditors including Laurus Master Fund Ltd. and Midsummer Investment Ltd., who together were owed $19.6 million. Laurus/Midsummer bought the assets for $400,000 in cash plus a credit bid using their secured claims. Retail Pro delayed the auction but still did not receive competing bids for its assets. About Retail Pro Based in La Jolla, California, Retail Pro Inc. -- http://www.retailpro.com-- operates a chain of retail stores. The Company and three of its affiliates filed for Chapter 11 protection on January 10, 2009 (Bankr. D. Del. Lead Case No. 09-10087). Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in their restructuring efforts. The Debtor proposed View Partners Capital LLC as their investment banker and Kurtzman Carson Consultants LLC as their notice, claims and solicitation agent. As of November 30, 2008, the Debtors have $24,652,353 in total assets and $28,867,462 in total debts. SAKS INCORPORATED: Fitch Affirms Issuer Default Rating at 'B-' -------------------------------------------------------------- Fitch Ratings has affirmed its ratings for Saks Incorporated: -- Long-term Issuer Default Rating at 'B-'; -- Senior secured bank credit facility at 'BB-/RR1'; -- Senior unsecured notes at 'B/RR3'. The Rating Outlook is Negative. Saks has amended and extended its $500 million credit facility, which was due to mature in September 2011, to November 2013. The extension of its credit facility follows other endeavors by the company to bolster liquidity such its $100 million equity offering on Sept. 30, 2009 and its $120 million convertible bond offering in May 2009. While these steps are viewed as a positive as it enables the company to deleverage its balance sheet in the near term, Fitch sees continued risk and pressure on operating margins, free cash flow and credit metrics over the next 12-18 months, given the continued weakness in luxury department store sales. Comparable store sales declined 18.5% for first nine months of the current fiscal year with a 10.1% decline in the third quarter given easier comparisons. Fitch expects comparable store sales could decline in the mid-to-high single digits for the fourth quarter and remain negative in the mid-single digits for 2010. As a result, even if gross margins improve on reduced inventory as anticipated, Saks' EBITDA and credit metrics could remain under significant pressure on lower revenues. Fitch expects 2009 EBITDA to be $50-$60 million and it could be lower in 2010 if comparable store sales trends remain negative. As a result, leverage as measured by adjusted debt/EBITDAR is expected to be 9.0 times at the end of 2009 versus 13.0x at the end of 2008, but could return to the 12.0-13.0x range in 2010. Fitch's expectations assume that the gross margin rate will be similar to 2009 and selling, general and administrative expenses in dollars will remain essentially flat going forward versus the $100 million reduction this year. Therefore, the key to EBITDA growth will be Saks' ability to drive top line and leverage fixed expenses. From a liquidity perspective, Saks had $7 million in cash and no outstanding borrowings under its credit facility as of Oct. 31, 2009, versus borrowings of $156.7 million at the end of 2008. Fitch expects cash positions to be higher at the end of the year with no outstanding borrowings on the credit facility. However, Fitch anticipates that Saks will need to use its credit facility to fund operations and working capital needs in 2010, given the continued pressure on sales and modest EBITDA expectations in 2009 and 2010. Fitch expects that Saks can pay down the $23 million of debt maturing in 2010. In 2011, the company is expected to refinance most of the $142 million of debt maturing in October. The amended facility is not subject to any financial covenants unless the availability falls below $87.5 million versus $60 million in the prior facility. At that time, it is subject to a fixed charge coverage ratio of at least 1:1. The amended facility will provide more flexibility in terms of debt incurrence and asset sales. The facility has a specific carveout to sell or otherwise encumber up to $400 million of real estate during the term of the agreement. This is on top of the $50 million (and 50% of the unused portion from the prior year) per year, and $250 million in aggregate, in asset sales already allowed under the credit facility. The company has also increased the percent of voting stock that would constitute a change of control (and trigger an event of default) from over a 20% ownership to over 40%. The ratings on the company's $500 million secured bank facility and the senior unsecured notes are derived from the IDR and the relevant Recovery Rating. Fitch's recovery analysis assumes a liquidation value in a distressed scenario of approximately $900 million. Saks' senior credit facility, which is secured by inventories and certain receivables, is rated 'BB-/RR1', indicating outstanding (90%-100%) recovery prospects. Given Saks' fixed charge coverage ratio is below 1.0x according to covenant calculations (and would likely be under 1.0x under a stressed scenario), the company is effectively limited to $412.5 million in credit facility borrowings assuming availability is not limited by its borrowing base. Given the significant decline in inventory receipts, the company's borrowing base could be lower than $500 million during seasonally low inventory periods. The senior unsecured notes are rated 'B/RR3', indicating good recovery prospects (51%-70%). Debt maturities are $0 in 2009, $23 million in December 2010 and $142 million in October 2011. Saks' properties remain unencumbered and its significant real estate ownership (the company owns 66% of its full-line square footage, including its Fifth Avenue New York City store), provide a source of liquidity for the company. SEMGROUP ENERGY: Vitol Deal Closes; To Change Name to Blueknight ---------------------------------------------------------------- SemGroup Energy Partners, L.P. said Vitol, Inc., part of the Vitol Group of companies, has completed its acquisition of the membership interests of SemGroup Energy Partners G.P., L.L.C., SGLP's general partner, and SGLP's subordinated units from Manchester Securities Corp., an affiliate of Elliott Management Corporation. In connection with the Vitol Change of Control, the board of directors of SGLP's general partner and the management team of SGLP's general partner were reorganized. Further, SemGroup, L.P., SGLP's former parent, no longer has any ownership interest in SGLP's general partner, and, SGLP will change its name to Blueknight Energy Partners, L.P. effective December 1, 2009. Mr. Miguel A. Loya, Vitol, Inc.'s President, stated, "We are pleased to have completed our acquisition of SGLP's general partner. This acquisition is the culmination of the efforts of many individuals, both from Vitol and SGLP, and we are grateful for these contributions. We look forward to new opportunities with SGLP." Reorganization of the Board In connection with the Vitol Change of Control, Messrs. Loya, Javed Ahmed, Christopher G. Brown, James C. Dyer, IV, Steven M. Bradshaw and John A. Shapiro were appointed to the Board. Messrs. Ahmed, Loya, Dyer and Brown are affiliated with Vitol. Messrs. Bradshaw and Shapiro will serve as independent members of the Board and will be members of the Conflicts Committee, Audit Committee and Compensation Committee of the Board. Mr. Bradshaw will chair the Conflicts Committee while Mr. Shapiro will chair the Compensation Committee. Mr. Duke R. Ligon will continue to serve on the Board and will remain as the Chairman of the Board, the chair of the Audit Committee and a member of the Compensation Committee and the Conflicts Committee of the Board. Messrs. Edward F. Kosnik, Gabriel Hammond, David N. Bernfeld and Dave Miller have resigned from the Board effective today. Mr. Bradshaw has over 30 years of experience in the global logistics and transportation industry and currently serves as the Managing Director at Global Logistics Solutions. Mr. Shapiro recently retired as an officer at Morgan Stanley & Co. where he had served for more than 24 years in various capacities, most recently as Global Head of Commodities. Mr. Ligon, Chairman of the Board of SGLP's general partner, stated, "We are grateful for the efforts of Ed Kosnik, Gabriel Hammond, David Bernfeld and Dave Miller in helping to stabilize SGLP's business during challenging times. Their contributions will be missed. At the same time, we are excited for the opportunity to continue to strengthen and rebuild SGLP's operations with Vitol as the owner of SGLP's general partner. We are pleased to have Steven Bradshaw and John Shapiro join as independent members of the Board. They each have extensive experience that will be invaluable as we continue to rebuild SGLP." Reorganization of the Management Team In connection with the Vitol Change of Control, Mr. J. Michael Cockrell was appointed as the President and Chief Operating Officer of SGLP's general partner. Mr. Cockrell has extensive experience in the crude oil industry and prior to joining SGLP's general partner served as Senior Vice President, Commercial Upstream, of the general partner of TEPPCO Partners, L.P. from February 2003 until November 2009. Previously he had served in various positions with the general partner of TEPPCO Partners, L.P. including serving as Vice President, Commercial Upstream. Mr. Ligon stated, "We look forward to Michael's leadership in directing SGLP's business. His knowledge of the industry and contacts with industry partners will add great value to SGLP's management team." In addition, Messrs. Kevin L. Foxx and Michael J. Brochetti have informed SGLP that they will be leaving the company to pursue other opportunities. Messrs. Foxx and Brochetti are stepping down from their current positions as President and Chief Executive Officer and Executive Vice President-Corporate Development and Treasurer, respectively, but are expected to remain as consultants to SGLP's general partner until March 1, 2010 to facilitate an orderly transition. Mr. Ligon explained, "Kevin Foxx and Mike Brochetti have led SGLP during a time of great challenge and worked to rebuild value in SGLP. Their diligent efforts during the transition of control to Vitol were instrumental in the successful conclusion announced today. We wish them success in their future opportunities." Name Change Effective December 1, 2009, the Board approved a change to the name of the Partnership from SemGroup Energy Partners, L.P. to Blueknight Energy Partners, L.P. The name change was effected by a Certificate of Amendment to the Certificate of Limited Partnership of the Partnership, as filed with the Secretary of State of the State of Delaware on November 19, 2009. Additionally, effective December 1, 2009, the General Partner approved a change to the name of the General Partner from SemGroup Energy Partners G.P., L.L.C. to Blueknight Energy Partners G.P., L.L.C. The name change was effected by a Certificate of Amendment to the Certificate of Formation of the General Partner, as filed with the Secretary of State of the State of Delaware on November 20, 2009. About Vitol Vitol Inc. is the principal U.S. subsidiary of the Vitol Group. Vitol is engaged in the global physical supply and distribution of crude oil, petroleum products, coal, natural gas, and other commodities. Vitol was founded in 1966, and is headquartered in the Netherlands. Vitol moves over 5 million barrels of crude oil and petroleum products every day throughout the world, charters more than 3000 ships annually and had annual revenues of $191 billion in 2008. About SemGroup Energy Partners LP Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and operates a diversified portfolio of complementary midstream energy assets consisting of roughly 8.2 million barrels of crude oil storage located in Oklahoma and Texas, roughly 6.7 million barrels of which are located at the Cushing, Oklahoma interchange, roughly 1,150 miles of crude oil pipeline located primarily in Oklahoma and Texas, over 200 crude oil transportation and oilfield services vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and Texas and roughly 7.4 million barrels of combined asphalt and residual fuel storage located at 46 terminals in 23 states. SGLP provides crude oil terminalling and storage services, crude oil gathering and transportation services and asphalt services. At September 30, 2009, the Company had total assets of $316.8 million against total current liabilities of $27.9 million, and long-term debt of $422.4 million, resulting in partners' deficit of $133.6 million. Going Concern Due to the events related to the bankruptcy filings of SemGroup, L.P., including decreased revenues in SemGroup Energy Partners' crude oil gathering and transportation and asphalt services segments, increased general and administrative expenses related to legal and financial advisors as well as other related costs, and uncertainties related to securities and other litigation, SemGroup Energy Partners continues to face uncertainties with respect to its ability to comply with covenants under its credit facility. These factors raise substantial doubt about SemGroup Energy Partners' ability to continue as a going concern. SEMGROUP ENERGY: Wachovia Credit Revolver Reduced to $40 Million ---------------------------------------------------------------- SemGroup Energy Partners, L.P., reports that -- as part of the completion of Vitol, Inc.'s acquisition of the membership interests of SemGroup Energy Partners G.P., L.L.C., SGLP's general partner, and SGLP's subordinated units from Manchester Securities Corp., an affiliate of Elliott Management Corporation -- SGLP entered into an Amendment to Credit Agreement with Wachovia Bank, National Association, as Administrative Agent to the lenders, on November 19, 2009. The Amendment allowed for the Vitol Change of Control. In addition, among other things, the Amendment (i) permanently reduced the Partnership's revolving credit facility under the Credit Agreement from $50.0 million to $40.0 million, (ii) requires the Partnership to make annual prepayments with 75% of excess cash flow, (iii) prohibits the Partnership from entering into any contract or arrangement for the purpose of hedging or speculating in the price of any commodity and (iv) eliminates the Partnership's ability to repurchase amounts outstanding under the Credit Agreement via a Dutch auction process. The Partnership paid the Lenders executing the Amendment a fee equal to 0.10% of the aggregate commitments of the Lenders under the Credit Agreement after the commitment reduction. After giving effect to the Amendment, the Partnership is expected to have $422.5 million in outstanding borrowings under its credit facility (including $22.5 million under its revolving credit facility and $400.0 million under its term loan facility), with an aggregate unused credit availability under its revolving credit facility and cash on hand of approximately $19.3 million. Amounts outstanding under the Partnership's revolving credit facility will never exceed $40.0 million. The members of the lending syndicate are: * Wachovia Bank, National Association, as L/C Issuer, Swing Line Lender and Lender; * ABN AMRO Bank N.V.; * Bank of America, N.A.; * The Bank of Nova Scotia; * Bank of Scotland PLC; * Blue Ridge Investments LLC; * BMO Capital Markets Financing Inc.; * Calyon New York Branch; * Citibank, N.A.; * Fortis Capital Corporation; * Guaranty Bank and Trust Company; * JPMorgan Chase Bank, N.A.; * GE Business Financial Services, Inc., fka Merrill Lynch Business Financial Services, Inc.; * One East Liquidity Master LP; * One East Partners Master LP; * Raymond James Bank FSB; * Royal Bank of Canada; * SunTrust Bank, N.A.; * UBS Loan Finance LLC; * Evergreen High Income Fund; * Evergreen Utilities & High Inc.; * Evergreen Income Advantage Fund; * Evergreen Multi-Sector Income; * Evergreen VA High Income Fund; * Solus Core Opportunities Master Fund; and * Woodlands Commercial Bank A full-text copy of the Amendment to Credit Agreement, dated as of November 19, 2009 -- by and among SemGroup Energy Partners, L.P., as Borrower, SemGroup Energy Partners Operating, L.L.C., SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C., SGLP Management, Inc., SemMaterials Energy Partners, L.L.C. and SGLP Asphalt, L.L.C., as Guarantors, Wachovia Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders party thereto -- as well as a schedule of each lender's commitment is available at no charge at http://ResearchArchives.com/t/s?4a96 Acceleration of Awards and Payments The Partnership also reports that the Vitol Change of Control constituted a change of control under the General Partner's Long- Term Incentive Plan, which resulted in the vesting of all outstanding awards under the LTIP at the time of the change of control. In addition, the Vitol Change of Control resulted in a change of control under the employment agreements of Kevin L. Foxx, Michael J. Brochetti, Schwiering, Alex G. Stallings and Jerry A. Parsons. Messrs. Foxx and Brochetti are stepping down from their current positions as President and Chief Executive Officer of the General Partner and Executive Vice President--Corporate Development and Treasurer of the General Partner, respectively, but are expected to remain as consultants to the General Partner until March 1, 2010, to facilitate an orderly transition. The General Partner expects to enter into consulting agreements with Messrs. Foxx and Brochetti in the near future. If within one year after the Vitol Change of Control any such officer is terminated by the General Partner without Cause (as defined in the employment agreements) or such officer terminates the agreement for Good Reason (as defined in the employment agreements), he will be entitled to payment of any unpaid base salary and vested benefits under any incentive plans, a lump sum payment equal to 24 months of base salary and continued participation in the General Partner's welfare benefit programs for the longer of the remainder of the term of the employment agreement or one year after termination. Upon such an event, Messrs. Foxx, Brochetti, Stallings, Schwiering and Parsons would be entitled to lump sum payments of $900,000, $600,000, $600,000, $500,000 and $500,000, respectively, in addition to continued participation in the general partner's welfare benefit programs and the amounts of unpaid base salary and benefits under any incentive plans. It is anticipated that Messrs. Foxx and Brochetti will be paid these amounts at the termination of their service as consultants to the General Partner on March 1, 2010. The Vitol Change of Control also constituted a change of control under the General Partner's 2009 Executive Cash Bonus Plan. As such, awards under the Executive Cash Bonus Plan will be determined on a pro-rata basis as of the date of the Vitol Change of Control with the actual earnings before interest, taxes, depreciation and amortization, and restructuring and certain other non-cash charges of the Partnership, the crude business and the asphalt business, respectively, being calculated as of the most recently completed month prior to the Vitol Change of Control for which financial statements are available and the target performance measures being adjusted for the Change of Control Period. The Partnership currently estimates such payments to be approximately $270,000, $180,000, $180,000, $193,750 and $150,000 to Messrs. Foxx, Brochetti, Stallings, Schwiering and Parsons, respectively. About SemGroup Energy Partners LP Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and operates a diversified portfolio of complementary midstream energy assets consisting of roughly 8.2 million barrels of crude oil storage located in Oklahoma and Texas, roughly 6.7 million barrels of which are located at the Cushing, Oklahoma interchange, roughly 1,150 miles of crude oil pipeline located primarily in Oklahoma and Texas, over 200 crude oil transportation and oilfield services vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and Texas and roughly 7.4 million barrels of combined asphalt and residual fuel storage located at 46 terminals in 23 states. SGLP provides crude oil terminalling and storage services, crude oil gathering and transportation services and asphalt services. At September 30, 2009, the Company had total assets of $316.8 million against total current liabilities of $27.9 million, and long-term debt of $422.4 million, resulting in partners' deficit of $133.6 million. Going Concern Due to the events related to the bankruptcy filings of SemGroup, L.P., including decreased revenues in SemGroup Energy Partners' crude oil gathering and transportation and asphalt services segments, increased general and administrative expenses related to legal and financial advisors as well as other related costs, and uncertainties related to securities and other litigation, SemGroup Energy Partners continues to face uncertainties with respect to its ability to comply with covenants under its credit facility. These factors raise substantial doubt about SemGroup Energy Partners' ability to continue as a going concern. SEMGROUP LP: Bettina Whyte Named Litigation Trustee Under Plan -------------------------------------------------------------- At SemGroup L.P.'s behest, Judge Shannon approved on November 5, 2009, the appointment of: (i) Bettina Whyte as litigation trustee, and (ii) John W. Woodiel, Harry T. Nullet, a duly authorized representative from Pacific Investment Management Company, LLC, and Chris Jacobs, or another authorized representative from Western Asset Management Company, as members of the Litigation Trust Board of the Debtors pursuant to the Fourth Amended Joint Plan of Reorganization. Pursuant to the Confirmation Order dated October 28, 2009, the Litigation Trustee and the Litigation Trust Board will be disclosed and approved by the Court prior to the effective date of the Amended Plan, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware said. Mr. Collins noted that in accordance with the Fourth Amended Plan, Ms. Whyte has been appointed to serve as the Litigation Trustee. Moreover, in accordance with the Amended Plan, the Lender Steering Committee selected Mr. Woodiel and Harry T. Nullet to serve as members of the Litigation Trust Board and the Official Committee of Unsecured Creditors selected the PIMCO Representative and the WAMCO Representative to serve as members of the Litigation Trust Board, he added. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Gets Nod to Pay $400,000 Bonus to Terry Ronan ---------------------------------------------------------- From March 1, 2008 through July 17, 2008, Terrence Ronan was employed as the senior vice president for finance of SemGroup, L.P. On July 17, 2008, he was appointed acting president of SemGroup and Chief Executive Officer of the Debtors. In that capacity, Mr. Ronan oversaw and continues to oversee, the operations, business and financial affairs of the Debtors during the course of their Chapter 11 cases. In addition, Mr. Ronan has made significant contributions to the Debtors' Chapter 11 cases, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, says. Despite the multitude of Mr. Ronan's contributions, neither the Employee Incentive Plan nor the Management Incentive Plan applied to Mr. Ronan, Mr. Collins tells the Court. For one, Mr. Ronan has participated in the development of numerous affirmative motions upon the Debtors' behalf, providing the Debtors' professionals with information necessary to understand the Debtors' business operations and financial affairs, Mr. Collins says. Moreover, Mr. Ronan has repeatedly acted in the best interests of the Debtors, their employees and their estates, regardless of his personal interest. When the Official Committee of Unsecured Creditors sought Mr. Ronan to remove himself from the Executive Incentive Plan, he did so immediately to obtain approval of the plan for the Debtors' other officers, Mr. Collins points out. Mr. Collins further notes that Mr. Ronan's management of the Debtors during the course of their Chapter 11 cases was instrumental to the Debtors' ability to successfully reorganize. Against this backdrop, the Debtors sought and obtained the Court's authority to pay a bonus for $400,000 to Mr. Ronan upon consummation of the Debtors' Fourth Amended Joint Plan of Reorganization. Mr. Collins asserts that the overwhelming benefits associated with Mr. Ronan's service to the Debtors far outweigh the costs of the Bonus Payment. The Bonus Payment is a small investment into the Debtors' reorganization efforts given the size of the Debtors' estates and Mr. Ronan's contributions over the course of the Debtors' Chapter 11 cases, Mr. Collins insists. In fact, as a percentage of his base salary or 66.7%, it is smaller than the target range for either senior officer under the Executive Incentive Plan, which is 100-150%, Mr. Collins notes. Mr. Collins assures the Court that the Bonus Payment satisfies Section 503(c) of the Bankruptcy Code because it is justified by the circumstances of the Debtors' Chapter 11 cases. The Lender Steering Committee and the Creditors' Committee have told the Debtors that they do not object to the Bonus Payment, Mr. Collins adds. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Proposes Settlement With Targa Liquids --------------------------------------------------- Debtor SemGas, L.P., ask the Court to approve a settlement it entered into with Targa Liquids Marketing and Trade. The settlement provides that: (a) Targa will pay SemGas $3,775,000; (b) the parties agree to mutually release each other of all claims arising from their purchase agreement; (c) the settlement, however, does not release Claim Nos. 5811 and 4243; and (d) upon entry of a final order approving the settlement, the Purchase Agreement is deemed to have terminated as of September 30, 2008. The settlement is a result of a confidential mediation between the parties in Houston, Texas that started in September 2009. Targa Entities Withdraw Plan Objections In separate filings, Sandbridge Energy Inc. and Targa Liquids Marketing and Trade and Targa Midstream Services, Limited Partnership withdrew their objections to the Debtors' Fourth Amended Joint Plan of Reorganization. SEMGROUP LP: Reaches Deal With BP Oil on Funds Release ------------------------------------------------------ To recall, SemGroup, L.P., has reached an agreement with the Official Producers Committee in its Chapter 11 proceedings on the terms of the company's Plan of Reorganization. In connection with a litigation involving certain producers, the Bankruptcy Court entered orders resolving the relative priority of the claims of producers as against claims of BofA and the Prepetition Lenders, which orders have been appealed by certain of the producers to the United States Court of Appeals for the Third Circuit. The United States Court of Appeals for the Third Circuit is scheduled to hear the appeals in October. J. Aron & Company, BP Oil Supply Company and ConocoPhillips Company commenced separate adversary actions seeking declaratory judgments that their tender of $89,776,874, $10,664,032 and $11,655,356, constitute full performance under their separate agreements with the Debtors. At the Debtors' behest, the Bankruptcy Court ordered the producers to turn over to the Debtors the amounts with: -- J. Aron turning over $89,776,874, -- BP Oil turning over $10,664,032, and -- ConocoPhillips turning over $21,634,821. The TurnOver Funds were deposited into interest bearing accounts subject to further order of the Bankruptcy Court. On behalf of the Debtors, Ian Connor Bifferato, Esq., at Bifferato LLC, in Wilmington, Delaware, notes that while the parties have reached an agreement during the Court-directed mediation, there are certain conditions to the agreement that must be met as expeditiously as possible. Against this backdrop, the release of the Tendered Funds is a critical component of the Agreement reached through the mediation and, to the Debtors' prospect for reorganization, he asserts. Thus, the Debtors ask the Bankruptcy Court to order (i) release the $122,075,727 Tendered Funds and (ii) distribution of the Tendered Funds to creditors in accordance with the Plan. Debtors and BP Oil Stipulate The Debtors, the Official Committee of Unsecured Creditors, Bank of America, N.A., administrative agent for a consortium of lenders, and BP Oil Supply Company and BP Products North America, Inc. entered into a stipulation resolving the Debtors' Motion to Release $122 million. The stipulation is substantially similar to the settlement agreement previously entered among the Debtors, the Creditors' Committee and BP Oil. Essentially, the parties agreed that the Debtors will have full use of $10,664,032 as net amount under a Trading Agreement with BP Oil as if these funds had been turned over to the Debtors pursuant to Section 542 of the Bankruptcy Code. BP Oil withdrew its motion to file under seal Kelley Drye & Warren LLP's time records and its related motion to shorten notice pursuant to the Settlement Agreement. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SHALAN ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors -------------------------------------------------------------- Debtor: Shalan Enterprises, LLC 4515 Roma Court Attn: Alan Rapaport Marina Del Rey, CA 90292 Case No.: 09-43263 Chapter 11 Petition Date: November 25, 2009 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge:?Samuel L. Bufford Debtor's Counsel: Joseph A. Eisenberg, Esq. 1900 Ave Of The Stars 7th Flr Los Angeles, CA 90067 Tel: (310) 203-8080 Email: jae@jmbm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $12,540,000, and total debts of $7,426,313. The petition was signed by Allan Rapoport, the company's trustee. Debtor's List of 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ryan & Sari Steaffens Security Deposit $12,675 Thomas McGarry Security Deposit $2,128 Joe Conlon Security Deposit $1,425 Kaydi Truman-Zachery Elam Security Deposit $1,375 Theresa Costig Leila Mahanedi And Security Deposit $1,325 Shaun Frank Shaul Maouda Security Deposit $1,191 Valerie Freedman Security Deposit $975 Stratford Dews Security Deposit $875 Isaiah Cervantes Security Deposit $875 & Char-Leig Hoyes Deanna & Tony Cobb Security Deposit $800 Robert Walton Irina Security Deposit $750 And Emily Shikhvarger David Buelher and Security Deposit $675 Alec Buehler Myra Deck Security Deposit $575 Charles & Christina Security Deposit $575 Watanabe Eric Dillon Security Deposit $425 Joel Cohen Security Deposit $425 Debbie Lucas Security Deposit $350 Leslie Wise Security Deposit $75 SHERWOODCLAY-AUSTIN: Has Until November 30 to File Schedules ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Louisiana extended until November 30, 2009, Sherwood/Clay-Austin Lights LLC's time to file its schedules of assets and liabilities, current income and expenditures, executory contracts and unexpired leases and statements of financial affairs. As reported in the Troubled Company Reporter on Nov 11, 2009, the Debtor said that it doesn't anticipate having the schedules ready for filing due to the limited staff available and the fact that multiple entities are currently in pending bankruptcy proceedings with ongoing reporting requirements, and having filed plans and proceeding through the exit phases of the cases. Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. M.D. La. Case No. 09-11725). Douglas S. Draper, Esq., who has an office in New Orleans, Louisiana, 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. SILICON GRAPHICS: Terminates Registration of Common Shares ---------------------------------------------------------- Graphics Properties Holdings, Inc., has filed a notice of termination of registration on Form 15-12B of its public offer to sell common stock, par value $0.01 per share, under Rule 15d-6 of the Securities Exchange Act of 1934. The notice was signed by Barry Weinert, chief restructuring officer of the Company. A full-text copy of the Company's Form 15-12B is available for free at http://researcharchives.com/t/s?4a91 Headquartered in Sunnyvale, California, Silicon Graphics Inc. n/k/a Graphics Properties Holdings, Inc. -- http://www.sgi.com/-- delivers an array of server, visualization, and storage software. This is the second bankruptcy filing for Silicon Graphics. The Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977 through 06-10990). Gary Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. The Court confirmed the Debtors' Plan of Reorganization on September 19, 2006. When the Debtors filed for protection from their creditors, they listed total assets of $369,416,815 and total debts of $664,268,602. The Company and 14 of its affiliates filed for protection for the second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-11701). Mark R. Somerstein, Esq., at Ropes & Gray LLP, represents the Debtors in their restructuring efforts. The Debtors proposed AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. When the Debtors filed for protection from their creditors, they listed $390,462,000 in total assets and $526,548,000 in total debts as of 2008. On June 4, 2009, the Company amended its Amended and Restated Certificate of Incorporation pursuant to the Certificate of Amendment of Amended and Restated Certificate of Incorporation of Silicon Graphics, Inc., to change its name to Graphics Properties Holdings, Inc. SOUTH BEACH SECURITIES: Dist. Ct. Rejects Tax Avoidance Plan ------------------------------------------------------------ WestLaw reports that an Illinois bankruptcy court did not err in finding that tax avoidance was the principal purpose of the plan proposed by the Chapter 11 debtor, such that confirmation of the plan was prohibited by 11 U.S.C. Sec. 1129(d). The evidence showed that the debtor's disclosure statement explicitly stated that "the only way to monetize the sole valuable asset of the Debtor -- the NOLs [net operating losses] -- is [] for the Debtor . . . to utilize the tax benefits of the NOLs." The debtor asserted avoidance of litigation as the plan's principal purpose for the first time at the confirmation hearing, and only after the United States Trustee had objected to confirmation on this basis, by then two years after the petition was filed. Finally, even as late as the confirmation hearing, no litigation had been filed by the identified creditors against the debtor. In re South Beach Securities, Inc., --- B.R. ----, 2009 WL 2222778, 104 A.F.T.R.2d 2009-5663, Bankr. L. Rep. P 81,561 (N.D. Ill.). After the Bankruptcy Court granted a motion filed by United States Trustee to dismiss this corporate "shell" debtor's Chapter 11 case as having been filed other than in good faith was reversed by th District Court and the matter remanded to the Bankruptcy Court, 341 B.R. 853, the case was reopened, and debtor filed a plan of reorganization to which the Trustee objected. The Bankruptcy Court, A. Benjamin Goldgar, J., 376 B.R. 881, denied confirmation of the plan, and subsequently dismissed case. The Debtor and its sole creditor, Scattered, Inc., appealed. This time around, the Honorable Joan Humphrey Lefkow affirmed the Bankruptcy Court's ruling, holding that (1) the district court's prior decision did not preclude the bankruptcy court from considering whether debtor's plan was confirmable; (2) the bankruptcy court did not err in finding that creditor was an insider; (3) the bankruptcy court did not err in finding that tax avoidance was the principal purpose of the plan; and (4) the plan was not "otherwise confirmable." South Beach Securities, Inc., is wholly owned by NOLA, LLC, and was once registered as a securities broker dealer with the SEC, but never had any employees or assets other than $3.2 million in net operating losses. On April 27, 2005, South Beach and NOLA filed chapter 11 voluntary petitions (Bankr. N.D. Ill. Case Nos. 05-16679 and 05-16682). South Beach's schedules reflected no assets of any kind except the HRM stock with a value of $0. The Debtors disclosed Scattered as the only creditor, with an unsecured claim of $3.2 million. The Debtors are represented by Louis D. Bernstein, Esq., at Gould & Ratner in Chicago. SPRINT NEXTEL: Receives Regulatory Approvals for iPCS Acquisition ----------------------------------------------------------------- Sprint Nextel Corp. on November 25 received all regulatory approvals needed to complete the acquisition of iPCS, Inc. On November 24 the Federal Communications Commission approved the transfer of the spectrum license held by a subsidiary of iPCS. On November 23 the Public Service Commission of West Virginia granted the joint petition of Sprint Nextel and iPCS for prior consent and approval of the acquisition and ownership of iPCS by Sprint Nextel. No other state public service commission approval is required to satisfy the conditions to the tender offer. In addition, on November 10 the Hart-Scott-Rodino waiting period applicable to the transaction expired. All other terms and conditions of the tender offer for all outstanding shares of the common stock of iPCS, which is being conducted through a wholly owned subsidiary of Sprint named Ireland Acquisition Corporation, remain unchanged. The iPCS board has unanimously recommended that the iPCS stockholders accept the tender offer, tender their shares of iPCS common stock in the tender offer, and if necessary, adopt the merger agreement. The tender offer was scheduled to expire at midnight ET Wednesday. Upon the successful closing of the tender offer, stockholders of iPCS will receive $24.00 in cash for each share of iPCS common stock tendered in the tender offer, without interest and less any required withholding taxes. Following the completion of the tender offer and merger, iPCS will become a wholly owned subsidiary of Sprint Nextel. Sprint Nextel anticipates that the acquisition will be completed in the fourth quarter of 2009. This development comes on the heels of Sprint Nextel's closing of its acquisition of Virgin Mobile USA, Inc., on November 24, 2009. The November 26 edition of the Troubled Company Reporter ran a story on the Virgin Mobile deal. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of September 30, 2009, the company had $55.648 billion in total assets against $37.414 billion in total liabilities. As of September 30, 2009, the company had $5.9 billion in cash, cash equivalents and short-term investments and $1.6 billion in borrowing capacity available under its revolving bank credit facility, for total liquidity of $7.5 billion. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating. Standard & Poor's Ratings Services said its rating on Sprint Nextel (BB/Negative/--) is not affected by the company's definitive agreement to acquire iPCS Inc. STALLION OILFIELD: Texas Comptroller Objects to Plan ---------------------------------------------------- Texas' Comptroller of Public Accounts Susan Combs has objected to the confirmation of the proposed reorganization plan by Stallion Oilfield Services Ltd., saying the Company's plan is too short on details. The Texas Comptroller has a priority tax claim against Debtor Stallion Heavy Haulers LP, in the approximate amount of $76,000, based on an "IFTA" fuels tax audit. The Texas Comptroller says its claim is entitled to priority treatment pursuant to 11 U.S.C. Sec. 507(a)(8). The Texas Comptroller complains that the Plan is not clear that priority tax claims, which are not paid in full on the Effective Date, will accrue interest from the Effective Date as required by Sec. 1129(a)(9)(C). The Chapter 11 Plan Stallion Oilfield Services Ltd. and its debtor-affiliates obtained approval of the disclosure statement explaining their pre- negotiated Chapter 11 plan of reorganization. The Debtors will present their plan for confirmation January 12. Objections to the Plan are due December 29. Impaired creditors entitled to vote on the Plan must send their ballots by December 29. The Debtors will send the solicitation packages by November 25. According to the Disclosure Statement, the Plan is based on a consensual deal with the Debtors' key stakeholders and contemplates a significant de-leveraging of the Debtors' balance sheets and a full recovery for holders of allowed general unsecured claims, confirmation of the plan is expected to occur over a relatively short timeframe. The Debtors said that they agreed with the lenders and the holders of the Stallion equity interests with respect to a consensual restructuring on the terms set forth in the restructuring term sheet, and formalized by the restructuring and lock-up agreement dated Oct. 17, 2009. The Debtors related that they received an executed restructuring and lock-up agreement from holders of more than: -- 90% of the senior secured claims; -- 74% of the bridge loan claims; -- 88% of the notes claims; and -- 68% of the Stallion equity interests, which ensures that the plan has sufficient support to satisfy the confirmation requirements under section 1129 of the Bankruptcy Code. Under the plan, among other things, all holders of senior secured claims, totaling $245.9 million, will receive either: -- its pro rata share of the (i) senior secured paydown of $25 million cash and (ii) $220.9 million in first priority senior secured debt pursuant to the amended and restated senior secured credit agreement; or -- payment in full, in cash in the event that the Reorganized Debtors enter into new financing. Holders of unsecured debt comprising bridge loans aggregating $259.3 million and unsecured notes aggregating $283.9 million will receive 98% of the stock of reorganized Stallion Oilfield. Holders of general unsecured claims, that are not due and payable by the plan's effective date, will receive payment in full in cash of the unpaid portion of their allowed claim. Holders of interests in Stallion Oilfied Holdings GP, LLC, will receive 0.0002% of the new common stock, and warrants to purchase additional stock. Holders of interest in Stallion Oilfield Holdings, Ltd., will receive 1.9998% of the new common stock, plus warrants to purchase additional stock. A full-text copy of the disclosure statement filed November 18, 2009, is available for free at http://bankrupt.com/misc/StallionOilfield_DiscStatement_Nov18.pdf A full-text copy of the Plan filed November 18, 2009, is available for free at http://bankrupt.com/misc/StallionOilfield_Plan_Nov18.pdf About Stallion Oilfield Based in Houston, Texas, Stallion Oilfield Services Ltd. -- http://www.stallionoilfield.com/-- provides wellsite support services and production & logistics services to the oilfield with over 1,700 employees in 65 locations. The Debtors deliver products and services in the South Texas, Gulf Coast, Ark-La- Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as well as to the global offshore industry. The Company and its affiliates filed for Chapter 11 protection on Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562). The Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi, Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., as co-counsel; John R. Castellano, Managing Director of AP Services, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims agent. Stallion Oilfield listed both assets and debts between $500 million and $1 billion in its petition. STARCO VENTURES: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Starco Ventures, Inc. 13799 Park Blvd #263 Seminole, FL 33776 Case No.: 09-27105 Chapter 11 Petition Date: November 25, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Marshall G. Reissman, Esq. Law Offices of Marshall G. Reissman 5150 Central Ave St. Petersburg, FL 33707 Tel: (727) 322-1999 Fax: (727) 327-7999 Email: marshall@reissmanlaw.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 According to the schedules, the Company has assets of $66,090,000, and total debts of $66,412,860. The petition was signed by Jacques De Bruijn, the company's secretary. Debtor's List of 5 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ GEM Capital ltd. And $65,000,000 Bell Channel Inn Collateral: c/o Lizbeth Rutzou $0 PO Box F-43817 Kings Road Unsecured: Freeport/Lucaya, Bahamas $65,000,000 Oasys Mutual Fund Ltd./ $975,000 San Remo Vacation Club, Inc. Collateral: c/o Lizabeth Rutzou $0 PO Box F-43817 Kings Road Unsecured: Freeport/Lucaya, Bahamas $975,000 Pinellas County Property $400,000 Tax Collector Collateral: 315 Court Street, 3rd Floor $0 PO Box 1729 Unsecured: Clearwater, FL 33756 $400,000 Manatee County $27,262 Tax Collector Collateral: Tax Collector Ken Burton, Jr. $0 Unsecured: $27,262 Charlotte County $10,598 Tax Collector Collateral: $0 Unsecured: $10,598 STATION CASINOS: Claims Bar Date Extended to January 15 ------------------------------------------------------- The Bankruptcy Court has extended the deadline for non- governmental creditors to file proofs of claim in the Chapter 11 cases of Station Casinos Inc. to January 15, 2010. Prior to the Court's entry of the order, the Debtors informed the Court that no parties-in-interest have objected to the motion. The Official Committee of Unsecured Creditors has requested that the Debtors seek an extension of the bar date. In light of the recent filing of the Debtors' schedules of assets and liabilities, the Debtors have agreed to seek that relief. Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure and Rule 3003 of the Local Rules of the United States Bankruptcy Court for the District of Nevada authorize the Court to grant extensions of bar dates for cause shown. 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: Committee Reports LBO Was Not Fraudulent Transfer ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Station Casinos, Inc., delivered to the Court, on November 18, 2009, a status report to provide the Court, the Debtors, creditors, and other parties-in-interest a status of the Committee's investigation. The Status Report provides a summary of: (a) The Creditors' Committee's efforts to obtain responsive information to evaluate whether there are colorable claims of the Debtors' estates relating to the Leveraged Buyout Transaction and whether the Master Lease should be characterized as a "true" lease or a disguised secured financing; and (b) The Creditors' Committee's preliminary observations regarding the analysis and conclusions, by potential claim, contained in the report of the Special Litigation Committee. The Creditors' Committee has been analyzing the factual assumptions and legal conclusions contained in the SLC Report. In connection with the analysis, the Creditors' Committee has sought and obtained most of the documentary information made available to the SLC. Further, the Creditors' Committee has sought information from the Debtors, Deutsche Bank Trust Company America, and Colony Capital Partners, LLC. The Debtors and Deutsche Bank have provided some of the requested information, though not all. As of November 18, 2009, only Colony has not yet provided the requested information. The Creditors' Committee says its ability to fully analyze the LBO Investigation and review the SLC report has been hindered in part through the parties' reluctance to provide information. On behalf of the Creditors' Committee, Eric D. Winston, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, in Los Angeles, California, relates that notwithstanding the fact that the Committee has not been provided all of the information necessary to evaluate the LBO Transaction and the SLC report, the Committee has made preliminary observations regarding the SLC Report. Certain of the Creditors' Committee's observations are: (a) The SLC Report concludes that constructive fraudulent transfer claims are not likely to succeed because the LBO Transaction did not render the Debtors insolvent. However, the SLC Report's conclusions rest heavily on the fact that projections for 2008 and thereafter were allegedly reasonable when made. The Creditors' Committee believes that there is already substantial documentary evidence to suggest that the projections prepared in October 2007, that apparently were used in the LBO Transaction, were unreasonably optimistic. (b) The SLC Report relies on the fact that Bear Sterns "analyzed the projections and performed extensive due diligence (including a share price valuation of the Company using several different methodologies) in connection with the issuance of a fairness opinion ..." SLC Report at 58. The Bear Stearns fairness opinion has virtually no significance to the LBO Transaction that closed in November 2007, because it was prepared in February 2007 based on projections prepared in late 2006. (c) The SLC Report states that the Debtors' representatives believed that the "softening performance in late 2007" was merely a temporary decline. SLC Report at 59. The Creditors' Committee believes that there is substantial documentary evidence, available to the Debtors at and before the time of the LBO Transaction, that suggests the Debtors knew or should have known that the key economic considerations for a Las Vegas "locals" gaming business had been declining rapidly through 2007. (d) The SLC did not address in any meaningful way the fact that insiders, who stood to make nearly $1 billion if the LBO Transaction closed, never altered the pricing of the LBO Transaction in light of the changing economic climate. The insiders closed the LBO Transaction apparently knowing that there was substantial evidence that SCI's business was declining throughout 2007, that key economic factors were all pointing downward, and that LBO Transaction would shift the risk of failure from stockholders to SCI's unsecured creditors. (e) As was the case in TOUSA, certain of the Debtors' professionals who rendered fairness opinions, certain of the Debtors' insiders, and the Debtors' lenders stood to make millions in fees if the LBO Transaction closed. (g) No solvency opinion apparently was sought or rendered by the Debtors in connection with the LBO Transaction, even though solvency opinions often are obtained for the transactions, and, in the case of the Debtors' publicly available financial statements, the Debtors were insolvent on a GAAP-basis as of September 30, 2007. (h) The SLC report does not address at all that approximately $367 million paid to the Debtors' insiders with employment agreements may be avoidable under Section 548(a)(1)(B)(ii)(IV) of the Bankruptcy Code. (i) The SLC Report does not account for the fact that, while the LBO Transaction was designed not to trigger "change in control" covenants in unsecured note indentures, it nonetheless triggered apparently analogous "change in control" provisions in employment agreements with certain of the Debtors' insiders. This raises concerns, not addressed in the SLC Report, that the LBO Transaction may have been done with the intent to hinder, delay, or defraud creditors, or that directors and officers breached fiduciary duties owed to creditors. The Creditors' Committee intends to continue its investigation, including continuing to gather and review documentary evidence, conduct research, and form conclusions. The Creditors' Committee also anticipates interviewing witnesses of the Debtors, the SLC, Deutsche Bank, and Colony. The Creditors' Committee also anticipates seeking in the near term relief under Rule 2004 of the Federal Rules of Bankruptcy Procedures at least as to title insurers who underwrote the PropCo loans. The Creditors' Committee also anticipates being in position to determine whether it agrees with the SLC Report's conclusions or disagrees, in which case the Committee will seek standing as to those matters. The Committee says it is its intention to bring the matters to the Court's attention prior to the January 15, 2010 deadline; however, because of the delay in obtaining necessary information, the Committee reserves the right to seek additional time. A full-text copy of the Committee's Status Report is available for free at http://bankrupt.com/misc/SC_CommitteeReport1118.pdf 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: Plan Exclusivity Extended to Dec. 11 ----------------------------------------------------- Station Casinos, Inc., and its debtor affiliates have asked Bankruptcy Judge Gregg W. Zive to extend: (i) their exclusive period to file a plan or plans of reorganization through and including March 25, 2010; and (ii) their exclusive period to solicit acceptances of that plan through and including May 24, 2010. In an order issued on November 24, 2009, Bankruptcy Judge Gregg W. Zive extends the Debtors' exclusive period to file a plan of reorganization and solicit acceptances of that plan up to and through December 11, 2009. Judge Zive, however, will continue to hearing the Debtors' extension request and the objections to the request on December 11, 2009 at 10:00 a.m. Judge Zive notes that the entry of the Order will not prejudice the Debtors' ability to seek and obtain a further extension of the Exclusivity Periods at the December 11, 2009 continued hearing on the Motion or otherwise. The Debtors originally seek to extend their exclusive plan filing period through and including March 25, 2010, and their exclusive solicitation period through and including May 24, 2010. Judge Zive said during a November 20, 2009 hearing that the ultimate outcome of Station Casinos' bankruptcy case, and who gets to propose a plan of reorganization, is still an open question, Bloomberg News reported. Should the Station managers lose the exclusive right to reshape the company as they choose, a competing plan that includes a sale of casinos could be proposed by Boyd or the lenders, Bloomberg quoted Judge Zive as saying. "There is an underlying premise that this case is destined to be a sale," Judge Zive said, according to Bloomberg. "I don't know that this is the case." "We remain very interested in the Station's bankruptcy case and look forward to the next hearing on Dec. 11," Paul Kranhold, a Boyd spokesman, told Bloomberg. Responses to Plan Extension Boyd Gaming Corporation 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. The Independent Lenders composed of BNP Paribas; General Electric Capital Corporation; Genesis CLO; Natixis; Castlerigg Master Investments Ltd.; The Bank of Nova Scotia; Union Bank, N.A.; and U.S. Bank National Association, relate that noticeably absent from the Debtors' list of achievements listed in the Exclusivity Motion is any meaningful discussion of what progress the Debtors have made toward a plan of reorganization. The CMBS Lenders -- German American Capital Corporation as Collateral Agent for itself and JP Morgan Chase as lenders to debtor FCP PropCo, LLC and as lenders to FCP Mezzco Borrower I, LLC, and by Deutsche Bank, AG as counterparty to the interest rate swap agreement with PropCo -- tell the Court that they support the Debtors' request for extension of exclusivity so long as the Debtors perform their obligations under the Master Lease during the extension period. Deutsche Bank Trust Company Americas, as administrative agent, supports the Debtors' proposed extension of exclusivity for a limited and reasonable period of time. According to the Administrative Agent, the Chapter 11 Cases are complex and there are significant intercreditor issues that must be addressed in order for the Debtors to propose a consensual plan of reorganization. Debtors Address Objections Boyd Gaming purports to be a creditor of Station Casinos but its Opposition contains no evidence to support that assertion, Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California, argues. Even if Boyd has managed to purchase claims against SCI for the purposes of manufacturing "creditor" standing, Boyd's predominant interest in the bankruptcy cases is as a direct and primary competitor of SCI, not as a creditor aligned with SCI's legitimate creditor constituents, Mr. Aronzon asserts. Boyd's agenda, Mr. Aronzon contends, is not aligned with the interests of the estates' other stakeholders. With its Opposition, Boyd is attempting to bypass the reorganization, prematurely force a truncated sale process, and take control of the process for its own benefit -- all directly to the detriment of the estates' legitimate stakeholders, Mr. Aronzon tells the Court. The Debtors also argues that the mere fact that the Independent Lenders, the PropCo Lenders, and the Administrative Agent have all weighed in with differing views on the Exclusivity Motion demonstrates quite clearly that there are numerous active and well-represented creditor constituents ready, willing and able to advocate their own positions. The Debtors tell the Court that they take seriously their responsibility to understand, measure and balance those positions to formulate as consensual a plan as possible. As the only parties in the Cases that bear that responsibility, the Debtors believe that the requested extension of exclusivity should be granted in order to facilitate their ongoing efforts to do just that. The Debtors aver that premature termination or lapse of exclusivity can easily have the opposite, polarizing effect, because the threat of competing creditor plans can drive parties away from the bargaining table and into entrenched positions formulated to maximize litigation positions in competing plan scenarios rather than to explore potential consensual outcomes. The Debtors believe, at this early point in the Cases, that their requested extension of exclusivity will continue to facilitate the constructive plan discussions that are already ongoing with various stakeholders and that the lapse of exclusivity would be a polarizing event that could drive the parties away from the table and back to their respective comers, thereby greatly impeding the their efforts to arrive at consensual plan. 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: Records $455.4 Million Net Loss for Q3 ------------------------------------------------------- Station Casinos, Inc., announced the results of its operations for the third quarter ended September 30, 2009. The Company's net revenues for the third quarter ending September 30, 2009, were approximately $255.7 million, a decrease of 19% compared to the prior year's third quarter. The Company reported Adjusted EBITDA for the quarter of $61.4 million, a decrease of 43% compared to the prior year's third quarter. For the third quarter, the Company reported a net loss of $455.4 million as compared to a net loss of $23.4 million in the prior year's third quarter. In connection with the Chapter 11 case to reorganize, the company recorded reorganization items of $370.6 million in the third quarter. These reorganization items represent professional fees and other costs incurred as a direct result of the Chapter 11 cases of $51.6 million (of which $17.9 million were incurred during the third quarter), adjustment of swap carrying values of $94.0 million and losses of $185.7 million and $39.3 million, respectively, representing the write-off of unamortized debt discounts and debt issuance costs related to certain liabilities subject to compromise. In addition, during the third quarter, the Company incurred $6.1 million in write-downs and other charges, which included lease termination expenses, losses on asset disposals and severance expense. The Company also incurred $4.5 million in costs to develop new gaming opportunities, $2.1 million of expense related to equity-based awards, $1.1 million of preopening expenses including preopening expenses of its joint ventures, a reclassification of $7.5 million in legal fees related to the proposed debt restructuring to reorganization items, and a gain of $1.4 million related to its deferred compensation plan. The Company's third quarter earnings from its Green Valley Ranch joint venture were $2.1 million, which represents a combination of the Company's management fee plus 50% of Green Valley Ranch's operating income. For the third quarter, Green Valley Ranch generated Adjusted EBITDA before management fees of $8.5 million, a decrease of 57% compared to the same period in the prior year. Green Valley Ranch reported a net loss of $12.5 million for the third quarter as compared to a net loss of $0.3 million in the same period in the prior year. Las Vegas Market Results For the third quarter, net revenues from the Major Las Vegas Operations, excluding Green Valley Ranch and Aliante Station, were $231.9 million, a 19% decrease compared to the prior year's third quarter, while Adjusted EBITDA from those operations decreased 36% to $57.8 million from $90.5 million in the same period in the prior year. The Major Las Vegas Operations reported a net loss of $24.8 million for the third quarter as compared to a net loss of $5.7 million in the same period in the prior year. Adjusted EBITDA is not a generally accepted accounting principle ("GAAP") measurement and is presented solely as a supplemental disclosure because the Company believes that it is a widely used measure of operating performance in the gaming industry and is a principal basis for the valuation of gaming companies. Balance Sheet and Capital Expenditures Long-term debt was $5.9 billion as of September 30, 2009, of which $5.7 billion was classified as liabilities subject to compromise. Total capital expenditures were $18.4 million for the third quarter which consisted primarily of maintenance capital purchases and other projects. Equity contributions to joint ventures during the third quarter were $5.2 million. A full-text copy of Station Casinos, Inc.'s Third Quarter 2009 Financial Results on Form 10-Q filed with the Securities and Exchange Commission is available for free at: http://ResearchArchives.com/t/s?4a5e STATION CASINOS, INC. Unaudited Condensed Consolidated Balance Sheets As of Sept. 30, 2009 ASSETS Current assets: Cash and cash equivalents $225,310,000 Restricted cash 155,212,000 Receivables, net 44,104,000 Inventories 10,088,000 Prepaid gaming tax 18,070,000 Prepaid expenses 15,074,000 Due from unconsolidated affiliates - --------------- Total Current Assets 467,858,000 Property and equipment, net 2,946,949,000 Goodwill 366,484,000 Intangible assets, net 559,909,000 Land held for development 905,597,000 Investments in joint ventures 41,877,000 Native American development costs 218,148,000 Due from unconsolidated affiliate 5,198,000 Other assets, net 89,414,000 --------------- Total Assets $5,601,434,000 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Current portion of long-term debt $250,312,000 Accounts payable 17,806,000 Construction contracts payable 248,000 Accrued interest payable 1,359,000 Accrued expenses and other current liabilities 85,835,000 --------------- Total Current Liabilities 355,560,000 Long-term debt, less current portion 9,490,000 Deferred income tax, net 433,420,000 Other long-term liabilities, net 22,668,000 --------------- Total Liabilities 821,138,000 --------------- Commitments and contingencies Stockholders' deficit: Common stock - Non-voting common stock 417,000 Additional paid-in capital 2,947,084,000 Accumulated other comprehensive loss (3,972,000) Accumulated deficit (4,160,840,000) --------------- Total stockholders' deficit (1,217,311,000) --------------- Total liabilities and stockholders' deficit $5,601,434,000 =============== STATION CASINOS, INC. Unaudited Condensed Consolidated Statements of Operations Three Months & Six Months Ended September 30, 2009 Three Months Sixth Months Ended Sept. 30 Ended Sept. 30 -------------- -------------- Operating revenues: Casino $182,277,000 $575,887,000 Food and beverage 45,828,000 149,828,000 Room 19,350,000 63,428,000 Other 18,100,000 49,315,000 Management fees 13,245,000 39,543,000 -------------- -------------- Gross revenues 278,800,000 878,001,000 Promotional allowances (23,075,000) (72,367,000) -------------- -------------- Net revenues 255,725,000 805,634,000 -------------- -------------- Operating costs and expenses: Casino 79,653,000 244,720,000 Food and beverage 28,522,000 90,907,000 Room 8,487,000 25,918,000 Other 5,640,000 15,229,000 Selling, general and administrative 58,923,000 169,306,000 Corporate 951,000 25,644,000 Development 4,534,000 5,738,000 Depreciation and amortization 53,392,000 159,929,000 Preopening 946,000 4,108,000 Write-downs and other charges, net 6,134,000 11,974,000 -------------- -------------- 247,182,000 753,473,000 -------------- -------------- Operating income 8,543,000 52,161,000 Losses from joint ventures (3,526,000) (855,000) -------------- -------------- Operating income and earnings from joint ventures 4,981,000 51,306,000 -------------- -------------- Other (expense) income: Interest expense, net (56,911,000) (241,305,000) Interest and other expense from joint ventures (11,494,000) (33,769,000) Change in fair value of derivative instruments 1,479,000 35,060,000 Gain on early retirement of debt - 40,348,000 -------------- -------------- (66,926,000) (199,666,000) -------------- -------------- Income before income taxes (61,945,000) (148,360,000) Reorganization items (370,652,000) (370,652,000) -------------- -------------- Loss before income taxes (432,597,000) (519,012,000) Income tax (provision) (22,803,000) (35,428,000) -------------- -------------- Net loss ($455,400,000) ($554,440,000) ============== ============== STATION CASINOS, INC. Condensed Consolidated Statements of Cash Flows For The Six Months Ended Sept. 30, 2009 Cash flows from operating activities: Net loss ($554,440,000) --------------- Adjustments to reconcile net loss to net cash used in (provided by) operating activities: Depreciation and amortization 159,929,000 Change in fair value of derivative instruments (35,060,000) Gain on early retirement of debt (40,348,000) Amortization of debt discount and issuance costs 22,783,000 Share-based compensation 9,958,000 Loss from joint ventures 34,624,000 Reorganize items 370,652,000 Changes in assets and liabilities: Restricted cash (140,251,000) Receivables, net (1,833,000) Inventories and prepaid expenses 3,600,000 Deferred income tax 34,973,000 Accounts payable 4,189,000 Accrued interest 85,419,000 Accrued expenses and other current liabilities (26,064,000) Other, net (1,299,000) --------------- Total adjustment 481,272,000 --------------- Net cash (use in) provided by the operating activities (73,168,000) --------------- Net cash used for reorganization items (50,790,000) --------------- Net cash provided (used in) provided by operating activities (123,958,000) --------------- Cash flows from investing activities: Capital expenditures (49,596,000) Proceeds from sale of land, property and equipment 842,000 Investments in joint ventures (21,152,000) Distributions in excess of earnings from joint ventures 1,353,000 Construction contracts payable (9,180,000) Native American development costs (11,766,000) Other, net (12,128,000) --------------- Net cash used in investing activities (101,627,000) --------------- Cash flows from financing activities: Payments under Credit Agreement with maturity dates less than three months, net - Proceeds from issuance of land loan - Payments under Term Loan with maturity dates less than three months, net (1,875,000) Payments of financing costs (460,000) Redemption of senior subordinated notes (1,460,000) Other, net (3,374,000) --------------- Net cash (use in) provided by financing activities (7,169,000) --------------- Cash and cash equivalents: Decrease in cash and cash equivalents (232,754,000) Balance, beginning of period 458,064,000 --------------- Balance, end of period $225,310,000 =============== 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) STEWART & STEVENSON: S&P Corrects Press Release; Junks Rating ------------------------------------------------------------- The original version of this article, which was published on Nov. 24, 2009, contained an error in the headline. The headline has been corrected. Standard & Poor's Ratings Services said that on Nov. 24, 2009, it lowered its issue-level rating on Stewart & Stevenson LLC's (B/Negative/--) senior unsecured notes to 'CCC+' (two notches lower than the corporate credit rating) from 'B-'. At the same time, Standard & Poor's revised the recovery rating on this debt to '6' from '5'. A recovery rating of '6' indicates expectations of negligible (0-10%) recovery in the event of a payment default. "These rating actions reflect a lowering of S&P's estimated valuation given default in light of the extremely difficult operating conditions in the industry and uncertainty as to when these conditions might abate," explained Standard & Poor's credit analyst Kenneth Cox. The oilfield services company also has a $250 million asset-based revolving credit facility, which S&P does not rate. The updated recovery analysis will be published on RatingsDirect following release of this article. Ratings List Stewart & Stevenson LLC Corporate credit rating B/Negative/-- Ratings lowered Stewart & Stevenson LLC To From -- ---- Senior unsecured notes CCC+ B- Recovery rating 6 5 TALLYGENICOM LP: U.S. Case Dismissed This Month on Request ---------------------------------------------------------- TallyGenicom LP had its Chapter 11 case dismissed this month, Bloomberg News' Bill Rochelle reported. The case wasn't a complete wipeout for unsecured creditors, Mr. Rochelle said. Under a settlement with lenders, $300,000 was set aside in a trust for unsecured creditors. The Company said the remaining assets weren't sufficient to pay off the loan financing the reorganization. Dismissal therefore became the preferred ending. As reported by the Troubled Company Reporter on April 22, the Delaware Court approved the sale of U.S. based TallyGenicom LP's business to Printronix Inc. for US$36.6 million, including the assumption of US$23 million in secured debt, US$6.75 million in warranty claims and US$4 million in accounts payable. Michale Pluta, the preliminary insolvency administrator of TallyGenicom A.G. sought a stay of the sale pending its appeal, citing that it has rights to some of the property. The Delaware Court, however, refused to issue a stay order. About TallyGenicom L.P. Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide an array of business and industrial imaging devices and printer parts. TallyGenicom L.P. and two of its affiliates filed for Chapter 11 protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09- 10266). Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their restructuring efforts. The Debtors propose Proskauer Rose LLP as their special corporate counsel; CRG Partners Group LLC as financial advisor; and Donlin Recano & Company Inc. as their claims agent. Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., represent Printronix Inc., the stalking horse bidder. Randall L. Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, represent Dymas Funding Company LLC, agent to Printronix' lenders. When the Debtors filed for protection from their creditors, they listed assets and debts between US$10 million to US$50 million each. Tallygenicom AG is a Germany based subsidiary of TallyGenicom L.P. Its German liquidator filed a Chapter 15 petition for the comapny on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253). The petitioner, Michale Pluta is the Preliminary Insolvency Administrator and putative foreign representative of TallyGenicom AG under Germany's Insolvenzordnung Insolvency Act pending before the Amtsgericht, the Local Court of Ulm. The petitioner's counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston, Massachusetts. The company estimated assets and debts of US$10 million to US$50 million. TATANKA DEVELOPMENT: Sec. 341 Meeting Set for December 21 --------------------------------------------------------- U.S. Trustee for Region 19 will convene a meeting of Tatanka Development Company, LLC's creditors on December 21, 2009, at 3:00 p.m. at 308 West 21st Street, 2nd Floor, Cheyenne, WY 82001. 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. Jackson, Wyoming-based Tatanka Development Company, LLC, filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Wyo. Case No. 09-21174). Mark E. Macy, Esq., at Macy Law Office, P.C., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $11,501,174, and total debts of $6,231,627. TAYLOR-WHARTON: Court Extends Schedules Filing Until Jan. 18 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Taylor-Wharton International LLC, et al., the deadline for the filing of schedules of assets and liabilities and statements of financial affairs by an additional 30 days until January 18, 2010. The Schedules were initially due on December 18, 2009. The Debtors asked for the extension due to the number of the Debtors' creditors, the size and complexity of the Debtors' business, and the limited staffing available to gather, process, and complete the Schedules. Taylor-Wharton International LLC is a Delaware limited liability holding company that wholly owns, through separate Delaware corporations, five distinct subsidiary limited liability companies, each of which is engaged in specific manufacturing operations generally engaged in the filed of gas technology. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. Delaware Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These debtor-affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. TAYLOR-WHARTON: Taps Reed Smith as Bankruptcy Counsel ----------------------------------------------------- Taylor-Wharton International LLC and its affilaites have sought permission from the U.S. Bankruptcy Court for the District of Delaware to employ Reed Smith LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. Andrew Rahl, Jr., Esq., a partner at Reed Smith, said that the firm will, among other things: (a) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors' estates; and (b) prepare on behalf of the Debtors necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates. Mr. Rahl said that Reed Smith will be paid based on the hourly rates of its professionals: J. Andrew Rahl, Jr., Partner $875 Mark D. Silverschotz, Partner $710 Benjamin L. Brimeyer, Associate $470 Han J. Ahn, Associate $425 Katherine Matthews, Associate $420 Mark W. Eckard, Associate $360 Nina V. Ayer, Associate $335 John B. Lord, Paralegal $235 Evan Jaffee, Paralegal $150 Lisa A. Lankford, Paralegal $145 Mr. Rahl assures the Court that Reed Smith doesn't have interests adverse to the interest of the Debtors' estates or of any class of creditors and equity security holders. Mr. Rahl maintains that Reed Smith is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. Taylor-Wharton International LLC is a Delaware limited liability holding company that wholly owns, through separate Delaware corporations, five distinct subsidiary limited liability companies, each of which is engaged in specific manufacturing operations generally engaged in the filed of gas technology. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. Delaware Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These debtor-affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. THOMAS SCHULTHEIS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Joint Debtors: Thomas K. Schultheis Toni L. Schultheis 4455 Via Bendita Santa Barbara, CA 93110 Case No.: 09-14964 Chapter 11 Petition Date: November 25, 2009 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Robin Riblet Debtors' Counsel: Franklyn S. Michaelson, Esq. 7 W Figueroa Street 2nd Fl Santa Barbara, CA 93101-3191 Tel: (805) 965-1011 Email: kim@msmlaw.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 $34,888,100, and total debts of $10,450,000. The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by the Joint Debtors. TRILOGY DEVELOPMENT: KC Scaffold Seeks Payment for Lease -------------------------------------------------------- KC Scaffold Service is asking the U.S. Bankruptcy Court for the Western District of Missouri for permission to repossess its scaffolding or order Trilogy Development Co. LLC to pay $21,722 in rent, Steve Vockrodt, staff writer at Kansas City Business Journal reported. According to the report, KC Scaffold says its proposal, which is scheduled for hearing on December 15, is warranted because the Company has not taken steps toward reorganizing. Kansas City, Missouri-based Trilogy Development Company, LLC, was founded by advertising magnate Bob Bernstein to build his west edge project. The Company filed for Chapter 11 on May 15, 2009 (Bankr. W.D. Mo. Case No. 09-42219). Jonathan A. Margolies, Esq., and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan represent the Debtor in its restructuring efforts. In its petition, the Debtor disclosed assets and debts ranging from $100 million to $500 million. TROPICANA ENT: Adamar of NJ Proposes to Renew D&O Insurance ----------------------------------------------------------- Pursuant to Section 363(b) of the Bankruptcy Code, Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek the Court's authority to renew a directors and officers liability insurance policy covering Justice Gary S. Stein, as Trustee/Conservator, and pay the associate premium of $24,391, relating to the policy coverage through March 12, 2010. Adamar of New Jersey, Inc., purchased the D&O Policy on Dec. 12, 2007, under which Justice Stein is an "Insured Person." By Dec. 12, 2008, the D&O Policy was extended for an additional year. It is now currently set to expire on December 12, 2009. Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, recounts that the Court entered an order approving the Amended and Restated Purchase Agreement and sale of substantially all of the New Jersey Debtors' assets on November 4, 2009. Under the Amended Agreement, closing on the sale of all or substantially all of the New Jersey Debtors' assets is scheduled to occur on the fourth business day, or an earlier date as may be agreed to, after the date on which all conditions to Closing have been satisfied or, if permissible, waived by a party entitled to make a waiver or at other time as certain parties may agree. Subject to extension, the outside closing date under the Amended Agreement is January 31, 2010. Given the possibility that the Closing may not occur until after December 12, 2009, pursuant to a December 2007 Conservator Order of the New Jersey Casino Control Commission and N.J.S.A. 5:12- 130.1(f), Ms. Volkov points out that the New Jersey Debtors must renew the D&O Policy and make the Premium Payment. The New Jersey Debtors maintain that their renewal of the D&O Policy and making the Premium Payment arguably are ordinary course of business transactions, which do not require notice and a hearing pursuant to Section 363(c) of the Bankruptcy Code. To avoid any doubt or future controversy, however, the New Jersey Debtors seek the Court's permission to fulfill their obligations under the Casino Control Act and the Conservator Order by renewing the D&O Policy covering Justice Stein and making the Premium Payment. Failure to maintain the D&O Policy in violation of the Conservator Order and New Jersey law likely would cause Justice Stein to resign from his position as Trustee/Conservator, thereby jeopardizing the New Jersey Debtors' ability to operate a casino and to consummate the Amended Agreement, to which Justice Stein is a signatory in his capacity as Trustee/Conservator, Ms. Volkov tells Judge Wizmur. In separate filings, the New Jersey Debtors sought and obtained Judge Wizmur's approval of a shortened notice period for a hearing on the Motion. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: Atlantic City Purchase Price Stays at $200 Million ----------------------------------------------------------------- To recall, the New Jersey Casino Control Commission approved on August 27, 2009, an ownership structure for the Tropicana Casino and Resort Atlantic City to be placed under the control of a group of investors led by billionaire financier Carl C. Icahn. In June 2009, the U.S. Bankruptcy Court for the District of New Jersey approved the purchase of Tropicana Atlantic City by the Icahn investor group through a "credit bid," wherein the investors will cancel $200,000,000 in debt from a $1,400,000,000 mortgage the group holds on the property, in exchange for ownership of the casino. The Icahn investor group now seeks the New Jersey gaming regulators' approval to restructure the deal that would allow them to save on tax payment in the event they resell the property in the next few years, according to a November 12, 2009 report of pressofAtlanticCity.com. For tax purposes, the Icahn investor group prefers to complete the sale in a stock deal that would set the value of Tropicana Atlantic City to $700,000,000. However, the group "would not actually pay an extra $500,000,000 for the casino," PAC said. Jordan Bleznick, an attorney for the New York-based Icahn Associates, told PAC that "the purchase price remains at $200,000,000." Mr. Bleznick told the New Jersey Casino Control Commission that the Icahn investor group would "inherit" Tropicana Atlantic City's current $700,000,000 tax value instead of having the amount reduced to $200,000,000 to reflect the sale price, PAC reported. Mr. Bleznick added that the Icahn investor group has no plans to sell the Tropicana Atlantic City "in the near future," but noted that "ultimately, things are sold," according to PAC. PAC noted that the Icahn investor group "seems to be betting that Atlantic City's depressed casino market will recover in years to come" and that the group would be able to sell the casino for "a lot more than the steeply discounted price of $200,000,000" that they are paying. According to Mr. Bleznick, the sale is expected to close "within the next month or two." The NJ Commission subsequently approved the restructured purchase agreement that will enable the Icahn investor group to save on taxes if they resell Tropicana Atlantic City, the Associated Press reported on November 20, 2009. This will set the tax value for Tropicana Atlantic City at $700,000,000, but the purchase price will remain at $200,000,000. "The sale should close in December [2009] or January [2010]," according to AP. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: NJ Debtors Seek to Extend Cash Collateral Period --------------------------------------------------------------- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek a ruling from the U.S. Bankruptcy Court for the District of New Jersey for continued access to their Cash Collateral through January 31, 2010. The previously issued May 2009 Final Cash Collateral Order provides that the New Jersey Debtors' has authority to use the Cash Collateral through December 31, 2009, subject a further agreement of the concerned parties. The New Jersey Debtors, however, note that they need an extension of the Cash Collateral use to be able to pay the ordinary and necessary business expenses and administration costs of their Chapter 11 cases pending the closing of the sale of substantially all of their assets. The Asset Sale refers to an Asset Purchase Agreement approved by the Court in June 2009 for the sale of substantially all of the New Jersey Debtors assets, free and clear of all liens and encumbrances. The APA has been amended since then to effectuate a "G-Reorganization" pursuant to Section 368(a)(1)(G) of the Internal Revenue Code. The Court approved the Amended APA on November 4, 2009. By November 19, 2009, the New Jersey Casino Control Commission approved and authorized the Conservator, Justice Gary S. Stein, to execute the Amended Agreement. However, the parties must obtain additional regulatory approvals and waivers before a closing on the Amended Agreement can occur. The New Jersey Debtors understand that those regulatory approvals and waivers may not occur before the December 31, 2009 Cash Collateral Expiration Date, but are expected prior to January 31, 2010 Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, asserts that absent an agreed- upon extension and an order authorizing the continued use of Cash Collateral, the New Jersey Debtors face the potential cessation of their operations by the end of the year Ms. Volkov avers that the New Jersey Debtors' secured lenders have consented to the Debtors' continued use of Cash Collateral through January 31, 2010. According to Ms. Volkov, he terms, conditions, and provisions of the Final Cash Collateral Order will remain in full force and effect through January 31, 2010, except that the words "December 31, 2009" in paragraph 15(iv) of the Final Cash Collateral Order will be replaced with "January 31, 2010." Moreover, the adequate protection afforded the OpCo Lenders in exchange for the New Jersey Debtors' use of the Cash Collateral will remain unchanged through January 31, 2010. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: Beal to Present Outline of Own Plan Dec. 11 ---------------------------------------------------------------- Secured creditor Beal Bank -- which was previously working with shareholder Donald Trump and management of Trump Entertainment Resorts Inc. for a plan that would wipe out unsecured creditors -- is asking the Court to slightly modify the plan confirmation schedule so that it can propose its own plan for Trump Entertainment. The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the District of New Jersey has already approved the disclosure statements to the respective plans of Trump Entertainment Resorts Inc., et al., and of the ad hoc group of holders of 8-1/2% Senior Secured Notes due 2015. The confirmation hearing will be held at 10:00 a.m. (prevailing Eastern Time) on Jan. 20, 2010; and will be continued on Jan. 21-22, 2010, and Jan. 26-27, 2010, if necessary. Objections, if any are due Jan. 11, 2010, at 5:00 p.m. (prevailing Eastern Time.) The management plan is based on an agreement reached by Beal Bank and Donald Trump, which have agreed to a $100 million investment that would give them control of the Company upon emergence from bankruptcy. Mr. Trump, however, announced last week that he and his daughter would support a competing plan from noteholders. According to Beal's counsel, Brian W. Hofmeister, Esq., at Teich Groh, "Besides treating Beal Bank, as first lien lender, unfairly, Beal Bank continues to believe that the AHC Plan is neither favorable for the Debtors' estates nor confirmable as a matter of law." As a consequence, Beal Bank has offered the Debtors a proposal for a revised plan of reorganization that is "materially better for their stakeholders than either of the plans currently proposed." Simply, Beal Bank has offered to completely equitize its debt, which will permit the Debtors to exit chapter 11 debt free. Beal Bank has also offered to back stop a rights offering to permit other stakeholders to participate in the Beal Bank Plan on terms substantially superior to those offered by the Ad Hoc Committee under the AHC Plan and with a substantially reduced fee. In sum, the Beal Bank Plan will deleverage the Debtors' balance sheet, streamline the plan confirmation process and maintain or improve creditors' recoveries and opportunities to participate in the Reorganized Debtors' capital structure, Mr. Hofmeister relates. "The Debtors, however, have disregarded these benefits and have refused to consider Beal Bank's proposal." Beal Bank is now compelled to pursue its proposal by proposing and prosecuting its own plan of reorganization for the Debtors. Beal Bank asks the Court to convene a hearing on December 11, 2009, to consider approval of a disclosure statement to its own Plan, and temporarily temporarily suspend solicitation of the AHC Plan (and the Debtors' Plan to the extent the Debtors intend to pursue one) so that Beal Bank may proceed on the same schedule as the AHC Plan. Beal Bank vs. Unsec. Creditors In July 2009, Trump Entertainment management filed a Chapter 11 plan built around the proposed sale of the company to shareholder Donald Trump. Under the original plan, Donald J. Trump and BNAC, Inc., an affiliate of Beal Bank Nevada, will invest $100 million cash in the newly private company and become its owners. The original plan provides for a 94% recovery for Beal Bank, the secured creditor, and a wipe-out for lower ranked creditors. The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes Due 2015 filed a competing plan, which allows second lien noteholders and general unsecured claimants to have distributions in the form of 5% of the new common stock and subscription rights to acquire 95% of the new common stock. In September, Judge Judith Wizmur approved a request by the noteholders of an examiner to investigate the Company's decision to endorse a Chapter 11 plan backed by shareholder Donald Trump. The bondholders urged a probe as to whether the board acted in good faith as unsecured creditors will be wiped out under Donald Trump's plan while he would retain control of the Company. On November 16, Donald Trump sent a letter to the Company terminating their purchase agreement with BNAC, which was the backbone of the management-sponsored Plan. Mr. Trump said he has exercised his rights to terminate the deal on various grounds including as a result of the appointment of an examiner in the Company's Chapter 11 cases and as a result of the confirmation hearing in the bankruptcy cases being scheduled for after January 15, 2010, which is the deadline in the Purchase Agreement for confirmation of the Company's plan of reorganization. Mr. Trump and daughter Ivanka Trump, which own shares in Trump Entertainment, have also entered into an agreement with the holders of 61% of the partnership's outstanding 8.5% Senior Secured Notes due 2015. Under the deal, Mr. Trump and his daughter Ivanka have agreed to support the Chapter 11 plan proposed by the noteholders and permit the Company to continue to use the Trump name in connection with the Company's three casinos. Pursuant to such agreement, Mr. Trump will receive 5% of the new common stock in the Company to be issued under such noteholders' proposed Chapter 11 plan of reorganization and warrants to purchase up to an additional 5% of such common stock. Neither Beal Bank, the Company's senior lender, nor the Company, however, are parties to the settlement agreement among Mr. Trump and such noteholders. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. Garden City Group is the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels' obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. TRUMP ENTERTAINMENT: D. Trump Discloses Ownership of 8.29% Common ----------------------------------------------------------------- Donald J. Trump has filed Amendment No. 17 to his Schedule 13D which was initially filed with the Securities and Exchange Commission on June 22, 1995. Donald J. Trump and Ace Entertainment Holdings Inc. disclosed that they may be deemed to beneficially own shares of Trump Entertainment Resort, Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Donald J. Trump 2,745,758 8.29% Ace Entertainment Holdings Inc. 1,407 0.0% As of November 6, 2009, there were 31,690,106 shares of common stock outstanding, as reported by Trump Entertainment Resorts, Inc. in its Form 10-Q for the quarter ended September 30, 2009. A full-text copy of the Amendment No. 17 to the initial Schedule 13D is available for free at http://researcharchives.com/t/s?4a8e About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. Garden City Group is the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels' obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. UAL CORP: Wilmington Trust to Purchase $810.3MM of Equipment Notes ------------------------------------------------------------------ United Air Lines, Inc., and Wilmington Trust Company, as subordination agent and pass through trustee, under the two pass through trusts formed by United, entered into the Note Purchase Agreement, dated as of November 24, 2009. The Note Purchase Agreement provides for the issuance by United of equipment notes in the aggregate principal amount of $810,337,000. The payment obligations of United under the Equipment Notes are fully and unconditionally guaranteed by UAL Corporation. The Trustee agreed to purchase Equipment Notes issued under a Trust Indenture and Mortgage with respect to each aircraft, entered into by United and Wilmington Trust Company, as mortgagee. Each Indenture contemplates the issuance of the Equipment Notes in two series: -- Series A, bearing interest at a stated interest of 9.750% per annum in the aggregate principal amount equal to $697,731,000, and -- Series B, bearing interest at a stated interest of 12.000% per annum in the aggregate principal amount equal to $112,606,000. The Equipment Notes will be purchased by the Trustee for each Trust using the proceeds from the sale of pass through certificates, Series 2009-2A and Series 2009-2B. Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates were placed in escrow by the Trustee pursuant to a separate escrow and paying agent agreement for the benefit of the certificate holders of each Trust, each dated as of November 24, 2009, among Wilmington Trust Company, in its capacity as escrow agent in respect of each Trust and in its capacity as paying agent on behalf of the escrow agent, the Trustee and J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as the underwriters. The escrowed funds were deposited with JPMorgan Chase Bank, N.A. under a separate deposit agreement for each Trust, each dated as of November 24, 2009, between Wilmington Trust Company, as escrow and paying agent, and JPMorgan Chase Bank, N.A., as depositary, relating to the Certificates. The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on July 15, 2010. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 in certain years, beginning on July 15, 2010. The final payments will be due on January 15, 2017 in the case of the Series A Equipment Notes and January 15, 2016 in the case of the Series B Equipment Notes. The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by United to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving United. The Equipment Notes issued with respect to each aircraft will be secured by a lien on such aircraft and will also be cross-collateralized by other aircraft financed pursuant to the Note Purchase Agreement. The Certificates were offered pursuant to the Prospectus Supplement, dated November 16, 2009, to the Prospectus, dated June 19, 2007, which forms a part of the Company's and United's automatic shelf registration statement on Form S-3 (Registration No. 333-143865), filed with the Securities and Exchange Commission on June 19, 2007. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on January 20, 2006. The Company emerged from bankruptcy protection on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * UAL and United both carry a 'CCC' issuer default rating from Fitch Ratings. UAL carries a 'B-'' on 'watch negative', corporate credit rating from Standard & Poor's Ratings Services. VANGENT INC: S&P Downgrades Corporate Credit Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Arlington, Virginia-based Vangent Inc. to 'B' from 'B+'. The outlook is negative. At the same time, S&P lowered both the issue-level rating on the company's senior secured term loan one notch to 'BB-' from 'BB' and the issue-level rating on the $190 million senior subordinated notes to 'CCC+' from 'B-' as a result of the lowered corporate credit rating. The '1' recovery rating on the senior secured term loan and the '6' recovery rating on the senior subordinated notes remain unchanged. "The lowering of the corporate credit rating is based on deterioration in profitability, increasing leverage as measured by adjusted debt to EBITDA, and diminished headroom under the company's maximum leverage covenant," said Standard & Poor's credit analyst Jennifer Pepper. The negative outlook reflects covenant concerns given deterioration in EBITDA and an aggressive step-down schedule. WAVERLY GARDENS: Wants to Get DIP Loan Ext. from First Tennessee ---------------------------------------------------------------- Waverly Gardens of Memphis, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Western District of Tennessee for permission to obtain $50,000 postpetition financing from First Tennessee Bank National Association in the form of a revolving line of credit promissory note. The Debtors are in need of additional cash to maintain operations of the two senior living facilities consisting of a total of 248 units. The Debtors are unable to obtain unsecured credit and they said that the First Tennessee DIP Loan Agreement represents their best opportunity under the circumstances to obtain emergency postpetition financing necessary to fund Debtors' operations. As reported in the TCR on March 20, 2009, First Tennessee said that it is owed $8,494,044 by the Debtors. As security, the Debtors conveyed to First Tennessee a security interest in substantially of their assets, including cash collateral. First Tennessee has agreed to loan new money to Debtors, but only on these terms and conditions: -- The $50,000 will have an interest compounding monthly at First Tennessee's base commercial rate plus 2%, and maturing on the earlier of March 1, 2010, or confirmation of the plan of reorganization. -- The First Tennessee DIP Loan will be secured by a superpriority lien on all property of each of Debtor's estates. About Waverly Garden Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two senior living facilities consisting of a total of 248 units. Waverly Gardens consists of 196 rental units and is located at 6539 Knight Arnold Road, Memphis, Tennessee 38115. Kirby Oaks consists of 52 rental units and is located at 6551 Knight Arnold Road, Memphis, Tennessee 38115. The Debtors filed separate petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W. D. Tenn. Lead Case No. 08-30218). Michael P. Coury, Esq., and Robert Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens & Cannada, represent the Debtors as counsel. When Waverly Gardens filed for protection from its creditors, it listed assets of between $10 million to $50 million, and debts of $1 million to $10 million. When Kirby Oaks filed for protection from its creditors, it listed between $1 million and $10 million each in assets and debts. WORKSTREAM INC: Chairman Mullarkey Assumes President, CEO Roles --------------------------------------------------------------- Workstream Inc. said co-founder and Executive Chairman Michael Mullarkey has assumed the duties of President and Chief Executive Officer, effective immediately, replacing Steve Purello. Mr. Purello resigned as President and Chief Executive Officer of Workstream on November 2, 2009. "Michael is the architect of the Workstream brand and the visionary behind the unique customer experience integral to our company's success," said Thomas Danis, Lead Director of the Board. "The Board believes there is no better person to ensure that Workstream capitalizes on its opportunities and drives value for our shareholders. Furthermore, we remain encouraged by the improvement in the trends in our business as customers continue to respond favorably to our new product roll out." Michael Mullarkey, Chairman, President and Chief Executive Officer stated: "It is my firm belief that this company, now 10 years of age, has significant opportunities for substantial growth. The Board of Directors has asked me to return as our leader in order to accelerate the timelines for this growth, and for a return to long-term profitability, which our shareholders so rightfully expect. The Company is in the process of negotiating an employment agreement with Mr. Mullarkey. The terms of such agreements have not yet been finalized. Mr. Mullarkey joined Workstream in 2001 as Chief Executive Officer through December 2006. During this period, the Company enjoyed exceptional growth and developed a broad product portfolio that transformed the company into a leading provider in Human Capital Software and consulting services that now spans over 200 Fortune 2000 customers and helps thousands of people take the necessary steps for career transition. In connection with Mr. Purello's resignation, the Company and Mr. Purello are in the process of negotiating a separation agreement. "I would like to thank Steve for his many contributions," said Mr. Mullarkey. "He has been an outstanding member of our team and we wish him great success in his future endeavors." The Company said, "Also joining the company with Michael Mullarkey is Andrew Hinchliff, Senior Vice President of North American Sales. Andrew joins the team for a second round in leading our sales and marketing drive. From 2000-2003, Mr. Hinchliff held this position when the company was emerging; building and expanding our customer base by transforming businesses, one HR client at a time. Since then, Mr. Hinchliff's 20 year sales career broadened the scope of his experience at Yellow Pages Group, Iron Mountain and Candour Consulting. He returns to Workstream prepared and poised for new business." "Andrew and Michael have proven collaborative expertise in the sales and marketing arena, signaling their unswerving confidence in the right leadership. This will move the company forward and returns Workstream's focus to revenue growth, profitability and, exceeding our customer's expectation." As reported by the Troubled Company Reporter on Sept. 17, 2009, Cross, Fernandez & Riley, LLP, in Orlando, Florida, raised substantial doubt on the ability of Workstream Inc. to continue as a going concern. In its audit report dated September 14, 2009, on the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2009, said the Company is in default of its notes payable, has suffered recurring losses from operations and, at May 31, 2009, has deficiencies in working capital and equity that raise substantial doubt as to its ability to continue as a going concern. Workstream said its ability to continue as a going concern depends, primarily, upon its ability to successfully refinance approximately $20.2 million of its senior secured notes payable, including accrued interest thereon that went into default on May 22, 2009, due to the Company's suspension of trading on the NASDAQ Stock Market as a result of its stockholders deficit. Workstream's ability to continue as a going concern is also dependent upon its ability to generate positive cash flows from operations. About Workstream Inc. Maitland, Florida-based Workstream Inc. (Nasdaq: WSTM) is a provider of software and services for Human Capital Management through its Enterprise Workforce Services and Career Networks units. Workstream conducts its business primarily in the United States of America and Canada. YRC WORLDWIDE: Offers Non-Compete Agreement With Execs ------------------------------------------------------ YRC Worldwide Inc. has offered to enter into a Non-Competition, Non-Solicitation, Non-Disparagement and Confidentiality Agreement with each of the executive officers of the Company: -- Daniel Churay, Executive Vice President General Counsel and Secretary -- James Kissinger, Executive Vice President - Human Resources -- Sheila Taylor, Executive Vice President and Chief Financial Officer The Agreement provides, among other things, that each executive officer will agree for a period of three months following the officer's termination of employment not to compete with the business of the Company or induce or encourage any employees, consultants or contractors of the Company to leave their employment or service with the Company. In addition, each officer will agree not to disclose confidential information of the Company and to refrain from disparaging the Company and its officers and employees. In exchange, the Company will agree to pay the officer an amount equal to one-third of the officer's base salary on January 2, 2010; provided that the Company still employs the officer on January 2, 2010. If the officer's employment with the Company ends as a result of the officer's resignation or the officer's termination by the Company with Cause, in each case, before March 31, 2010, the Company will not be required to pay to the officer the January 2, 2010 payment, and the officer will be required to return the January 2, 2010 payment. If the Company terminates the officer's employment without Cause or by reason of the officer's death or permanent and total disability before the January 2, 2010 payment is made, the Company will pay to the officer or the officer's estate all unpaid Consideration on the date that is six months following the officer's termination by the Company without Cause; provided, that the officer has not breached any applicable provision of the Agreement, in which case the remaining payments of the Consideration will not be made, and the Company will withhold payment of the remaining payments of the Consideration as damages for any such breach. In December 2008, prior to Ms. Taylor's appointment as Chief Financial Officer, the Company had previously entered into a non- competition and retention agreement with her. Her Agreement will additionally provide that if she has not received Consideration of at least $159,024 on or before July 1, 2010, she will receive a payment, if any, equal to the excess of the Prior Agreement Amount over the amounts paid to her on or before July 1, 2010, so long as she remains employed with the Company on July 1, 2010; provided that if the Company terminates her without Cause or if she dies or becomes permanently and totally disabled before the July 1, 2010 payment is made, the Company will pay to her or her estate all unpaid Consideration on the date that is six months following her termination by the Company without Cause; provided, further, that she has not breached any applicable provision of the Agreement, in which case the remaining payments of the Consideration will not be made, and the Company will withhold payment of the remaining payments of the Consideration as damages for any such breach. If her employment with the Company ends as a result of her resignation or her termination by the Company with Cause, in each case, before July 1, 2010, the Company will not be required to pay to her the Excess Amount, and she is required to return the payment of the Excess Amount. Bankruptcy Warning As reported in the Troubled Company Reporter on November 11, 2009, YRC Worldwide told investors it would file for bankruptcy if it cannot complete a $536 million debt exchange offer that will enable it to tap into a $106 million revolver credit reserve. YRC said the uncertainty regarding its ability to generate sufficient cash flows and liquidity to fund operations raises substantial doubt about its ability to continue as a going concern. YRC reported a net loss of $158.7 million for the three months ended September 30, 2009, from a net loss of $720.8 million for the same period a year ago. The Company posted a net loss of 741.5 million for the nine months ended September 30, 2009, from a net loss of $731.4 million for the same period a year ago. At September 30, 2009, the Company had $3.281 billion in total assets against total current liabilities of $1.687 billion, long- term debt, less current portion of $892.0 million, deferred income taxes, net of $131.4 million, pension and post retirement of $384.9 million, and claims and other liabilities of $410.2 million, resulting in shareholders' deficit of $225.5 million. About YRC Worldwide Headquartered in Overland Park, Kansas, YRC Worldwide Inc. -- http://www.yrcw.com/-- a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and Reddaway. YRC Worldwide has the largest, most comprehensive network in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, YRC Worldwide offers industry-leading expertise in heavyweight shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. YRC WORLDWIDE: Sells Contract Carriage Biz for $34MM Cash + Debt ---------------------------------------------------------------- YRC Logistics Services, Inc., a subsidiary of YRC Worldwide Inc., closed on November 23, 2009, the sale of its U.S. dedicated contract carriage business to Greatwide Dedicated Transport, LLC, an affiliate of Greatwide Logistics Services, LLC, for $34 million in cash and the assumption of certain liabilities pursuant to an Asset Purchase Agreement dated as of November 23, 2009 by and between Logistics, as seller, and Greatwide, as buyer. Pursuant to the APA, Logistics sold most of the assets comprising the Business to Greatwide, including (i) the sale of equipment, vehicles and real property and (ii) the assignment of customer contracts and leases for equipment, vehicles and real property. Greatwide also assumed certain liabilities related to the Business, including certain accounts payable and accrued liabilities. Logistics received approximately $32 million of the purchase price at closing, net of closing expenses, with $750,000 held in escrow for working capital adjustments and $1 million held in escrow for possible indemnification of Greatwide by Logistics, including for any breach by Logistics of its representations and warranties and obligations under the APA. The APA contains customary representations and warranties by both Logistics and Greatwide. The sale of the Business is considered a "Permitted Disposition" as defined in the Company's Credit Agreement, dated August 17, 2007, among the Company, certain of its subsidiaries, JPMorgan Chase Bank, National Association, as agent, and the other lenders that are parties thereto. The required Lenders consented to the sale of the Business, and pursuant to the terms of the Credit Agreement, the Company prepaid outstanding revolver loans with 100% of the net cash proceeds received from Greatwide with a corresponding (i) decrease in the amount of Revolving Commitments (as defined in the Credit Agreement) available under the unblocked portion of the Credit Agreement and (ii) increase to the New Revolver Reserve Amount. The Permitted Disposition is not included in the determination of the Company's asset sales for purposes of the $400 million limit on assets sales in 2009, nor is it included in the determination of real estate or non-real estate assets sales. "This sale is a strategic move toward a more asset-light business model and aligns resources at YRC Logistics to focus on our core offerings, including transportation, distribution and global services," said John Carr, president of YRC Logistics. "We have met with the clients involved," Mr. Carr continued, "and their response has been very supportive. They realize the dedicated fleet service is an integral part of the Greatwide portfolio and they understand this decision is the right thing for everyone involved." There are approximately 600 employees involved in the transaction; Greatwide is working with YRC Logistics to simplify employee transition from one company to the other. The purchase price of $34 million will be used to pay down the company's revolving credit facility and, in accordance with the recent amendment, will be applied to the new revolver reserve. On Tuesday, YRC filed a supplement to its Exchange Offer prospectus. YRC said each of the exchange offers will expire at 11:59 p.m., New York City Time, on December 8, 2009, unless extended. With respect to any series of old notes, tenders may not be withdrawn after 11:59 P.M., New York City Time, on the expiration date. A full-text copy of the prospectus supplement is available at no charge at http://ResearchArchives.com/t/s?4a76 Bankruptcy Warning As reported in the Troubled Company Reporter on November 11, 2009, YRC Worldwide told investors it would file for bankruptcy if it cannot complete a $536 million debt exchange offer that will enable it to tap into a $106 million revolver credit reserve. YRC said the uncertainty regarding its ability to generate sufficient cash flows and liquidity to fund operations raises substantial doubt about its ability to continue as a going concern. YRC reported a net loss of $158.7 million for the three months ended September 30, 2009, from a net loss of $720.8 million for the same period a year ago. The Company posted a net loss of 741.5 million for the nine months ended September 30, 2009, from a net loss of $731.4 million for the same period a year ago. At September 30, 2009, the Company had $3.281 billion in total assets against total current liabilities of $1.687 billion, long- term debt, less current portion of $892.0 million, deferred income taxes, net of $131.4 million, pension and post retirement of $384.9 million, and claims and other liabilities of $410.2 million, resulting in shareholders' deficit of $225.5 million. About YRC Worldwide Headquartered in Overland Park, Kansas, YRC Worldwide Inc. -- http://www.yrcw.com/-- a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and Reddaway. YRC Worldwide has the largest, most comprehensive network in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, YRC Worldwide offers industry-leading expertise in heavyweight shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. ZAIS INVESTMENT: Receives Notice of Acceleration From Noteholders ----------------------------------------------------------------- Andrew Reierson at Bloomberg News reports that Zais Investment Grade Ltd. VIII received a notice of acceleration by holders of its notes, according to a regulatory filing. The collateral backing the asset-backed securities will be sold in public sales, the report says. * FDIC's Deposit Insurance Has Negative $8.2BB Balance at Sept. --------------------------------------------------------------- The Federal Deposit Insurance Corporation on November 24, 2009 said that as projected in September, its Deposit Insurance Fund balance -- or the net worth of the fund -- fell below zero for the first time since the third quarter of 1992. FDIC said the fund balance of negative $8.2 billion as of September already reflects a $38.9 billion contingent loss reserve that has been set aside to cover estimated losses over the next year. Just as banks reserve for loan losses, the FDIC has to set aside reserves for anticipated closings over the next year. Combining the fund balance with this contingent loss reserve shows total DIF reserves with a positive balance of $30.7 billion. FDIC Chairman Sheila Bair distinguished the DIF's reserves from the FDIC's cash resources, which stood at $23.3 billion of cash and marketable securities. To further bolster the DIF's cash position, the FDIC Board approved a measure on November 12 to require insured institutions to prepay three years worth of deposit insurance premiums -- about $45 billion -- at the end of 2009. "This measure will provide the FDIC with the funds needed to carry on with the task of resolving failed institutions in 2010, but without accelerating the impact of assessments on the industry's earnings and capital," Chairman Bair said. Total insured deposits increased by 10% ($491.5 billion), reflecting new data collected on the temporary increase in the standard maximum FDIC deposit insurance amount from $100,000 to $250,000. On Tuesday, FDIC said commercial banks and savings institutions it insured reported aggregate net income of $2.8 billion in the third quarter of 2009, but loan balances declined by the largest percentage since quarterly reporting began in 1984. Quarterly earnings were more than three times the $879 million the industry earned a year earlier and represented an improvement over the industry's $4.3 billion net loss in the second quarter of 2009. More than 26% of all insured institutions reported a net loss in the latest quarter, up slightly from nearly 25% a year earlier. "Today's report shows that, while bank and thrift earnings have improved, the effects of the recession continue to be reflected in their financial performance," said Chairman Bair. With regard to the decline in loan balances, Chairman Bair said, "There is no question that credit availability is an important issue for the economic recovery. We need to see banks making more loans to their business customers. This is especially true for small businesses that rely on FDIC-insured institutions to provide over 60% of the credit they use." Provisions for loan losses totaled $62.5 billion in the quarter, an increase of $11.3 billion (22.2%) over the third quarter of 2008. Net interest income was $4.6 billion (4.8%) higher than a year earlier, noninterest income increased by $4.0 billion (6.8%), realized losses on securities and other assets were $3.8 billion lower, and noninterest expenses declined by $1.6 billion (1.7%). The FDIC noted that indicators of asset quality continued to deteriorate during the third quarter; however, the pace of deterioration slowed for the second consecutive quarter. Both the quarterly net charge-off rate and the percentage of loans and leases that were noncurrent (90 days or more past due or in nonaccrual status) rose to the highest levels in the 26 years that insured institutions have reported these data. Insured institutions charged off $50.8 billion in uncollectible loans during the quarter, up from $28.1 billion a year earlier, and noncurrent loans and leases increased by $34.7 billion during the third quarter. At the end of September, noncurrent loans and leases totaled $366.6 billion, or 4.94% of the industry's total loans and leases. Total loans and leases declined by $210.4 billion (2.8%) during the quarter. Loans to commercial and industrial borrowers declined by $89.1 billion (6.5%), residential mortgage loan balances fell by $83.7 billion (4.2%), and real estate construction and development loans declined by $43.6 billion (8.1%). Total assets of insured institutions declined by $54 billion. Banks' balances with Federal Reserve banks increased by $142.4 billion (36.7%) during the quarter, and investments in U.S. Treasury securities rose by $28.6 billion (49.3%), as institutions increased their lower-risk assets. Among the other findings, net interest margins improved to a four- year high. The average margin (the difference between the average yield on interest-earning assets and the average interest expense of funding those assets) rose to 3.51% from 3.48% in the second quarter and 3.37% in the third quarter of 2008. Almost two-thirds of all institutions (62%) reported higher margins than in the second quarter. Net interest income totaled $99.9 billion in the quarter, up from $95.3 billion a year earlier. The number of institutions on the FDIC's "Problem List" rose to its highest level in 16 years. At the end of September, there were 552 insured institutions on the "Problem List," up from 416 on June 30. This is the largest number of "problem" institutions since December 31, 1993, when there were 575 institutions on the list. Total assets of "problem" institutions increased during the quarter from $299.8 billion to $345.9 billion, the highest level since the end of 1993, when they totaled $346.2 billion. Fifty institutions failed during the third quarter, bringing the total number of failures in the first nine months of 2009 to 95. "For now, the credit adversity we have been observing for some time remains with us, and we expect that it will be at least a couple of more quarters before we see a meaningful improvement in that trend," Chairman Bair added. "Despite the challenges, depending on the economy, I am optimistic that if we address these problems head-on we will see clear signs of improvement in bank earnings and lending in 2010." * Toss of Holland & Knight Malpractice Suit Affirmed ---------------------------------------------------- Law360 reports that a federal appeals court has affirmed the dismissal of malpractice claims against Holland & Knight LLP, saying a former client of the firm would not have been able to achieve a result better than a $5.6 million settlement in a lawsuit because he failed to list assets on a bankruptcy petition. * BOOK REVIEW: Corporate Players - Designs for Working and Winning Together ------------------------------------------------------------------ Author: Robert Keidel Publisher: Beard Books Softcover: 271 pages List Price: $34.95 Review by Henry Berry In American business, the metaphor of the sports team is commonly used for business groups of all sizes -- from ad hoc teams of a few members that deal with temporary problems to groups of executive managers who are responsible for long-term corporate survival and the profitability of an entire organization. The sports team is a favored metaphor because sports bring individuals with different talents and different responsibilities together to perform a particular activity and pursue a common objective. Within its framework, sports also allow for the outstanding performance of particular individuals and recognition of that performance. The sports team metaphor has become so common in business and so routinely applied to business teams of all sorts and sizes that little thought is usually given to its specifics. Corporate Players - Designs for Working and Winning Together takes a close look at what makes a sports team function effectively and win. The author then applies these observations to develop a plan for those in the corporate world to be as successful as those in the sports world. While a reprint of a 1988 book, the lessons in this book are timeless. Keidel identifies three main types of teams found in business: autonomy, control, and cooperation. The author relates each to a particular type of sports team: autonomy for baseball, control for football, and cooperation for basketball. A chart compares differences among the three with respect to organizational strategy, organizational structure, and organizational style. For instance, the organizational strategy for autonomy in baseball is "adding value through star performers"; while the organizational strategy for cooperation in basketball is "innovating by combining resources in novel ways." With a sharp analytic eye and decades of experience in different aspects of business, including academic and government positions, Keidel delves into the specifics of business groups as sports teams. A fundamental point often overlooked by businesspersons is that teams in different sports are different in significant ways. An understanding of these differences is crucial for executives, managers, and consultants who are responsible for conceptualizing a team in relation to a particular business matter and then bringing together a team of individuals. As such, executives, managers, and consultants have roles similar to a general manager and coach of a sports team. In some cases, they may also have the role of a player on the team. This chart and other aids, together with the author's engaging commentary and enlightening analyses, will help business leaders select the right personnel, assemble a team capable of performing the task at hand, and then coordinate all of the players to accomplish the desired objective. Robert W. Keidel has a Ph.D. from Wharton, and has also been a Senior Fellow at this top business school. An author of three other books and many articles, he teaches courses in business strategy, technology, and organization at Drexel University's LeBow College of Business. Robert Keidel Associates is his business consulting firm. ********* 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. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2009. All rights reserved. ISSN: 1520-9474. 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 **