/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/091208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 8, 2009, Vol. 13, No. 339 Headlines 1031 TAX: Trustee Sets Up Liquidation Trust for Distributions 20 BAYARD STREET: Files for Chapter 11 Bankruptcy 2630 HORIZON RIDGE: Case Summary & Unsecured Creditor 9 OM INTERACTIVE: Incurred $37.7 Million Net Loss in 2008 ACCENTIA BIOPHARMA: Wants Plan Filing Extended Until December 14 ACCURIDE CORP: Irell & Manella Representing Creditors Committee AGRIPROCESSORS INC: Cattle Sellers Subject to Preference Actions AGRIPROCESSORS INC: 30 Arrested Immigrants Face Deportation AGUA CALIENTE: Fitch Downgrades Issuer Default Rating to 'BB+' ALERIS INT'L: Seeks Plan Exclusivity Extension Until June 7 ALPINE SECURITIZATION: DBRS Rates Liquidity Facility at 'BB' AMERICAN INT'L: Pay Czar May Lift Salary Cap for Some Executives ATI ACQUISITION: Moody's Assigns 'B1' Rating on Senior Facilities AURORA PITTSBURGH: Case Summary & 16 Largest Unsec. Creditors AUTONATION INC: Moody's Affirms Corporate Family Rating at 'Ba1' BANK OF AMERICA: S&P Raises Preferred-Stock Ratings to 'BB' BASHAS' INC: Inks Deal With Union to End Negative Campaigns BERNARD KOSAR: Ex-Wife Seeks Non-Dischargeability Ruling BERRY PLASTICS: Beeler to Resign as Prez & COO; Becker Gets Post BIOLIFE SOLUTIONS: Reports $562,600 Net Loss for Sept. 30 Qtr BITHORN TRAVEL: Case Summary & 20 Largest Unsecured Creditors BUCKHEAD COMMUNITY: Delays Q3 Report, Expects $15.2-Mil. Net Loss BULLY'S SPORTS BAR: Case Summary & 20 Largest Unsecured Creditors BUMBLE BEE: Moody's Assigns Corporate Family Rating at 'B1' CANWEST GLOBAL: Applicants Get Nod for Bar Date Extension CANWEST GLOBAL: Asks for Ontario Court Nod to Sell Red Deer Land CANWEST GLOBAL: Reports C$110.7 Mil. Loss for August Quarter CARE FOUNDATION: Has Until March 30 to Solicit Acceptances of Plan CARNEROS III: DBRS Downgrades Series A, B, C & E Notes to 'C' CATHOLIC CHURCH: Jesuits Face 500 Claims Over Sexual Abuse CENTRAL VERMONT: Moody's Affirms 'Ba2' Preferred Stock Rating CHARLES DAVID MCINTYRE: Voluntary Chapter 11 Case Summary CHRYSLER LLC: To Settle Issues with 789 Discontinued Dealers CIRCLE BUILDING LLC: Voluntary Chapter 11 Case Summary COATES INT'L: Reports $688,830 Net Loss for September 30 Quarter COHARIE HOG: Has Until March 7 to File Plan of Reorganization COLONIAL BANCGROUP: Pursuing Right to Use More Cash CONNORS BROS: S&P Assigns Corporate Credit Rating at 'B+' COYOTES HOCKEY: Glendale Seeks to Convert Case to Chapter 7 COYOTES HOCKEY: Cardinals Opposes Glendale's Tax Assessment Idea CROSLAND: Puts Property Under Bankruptcy to Avert Foreclosure CRYOPORT INC: Reports $7.19-Mil. Net Loss for Sept. 30 Quarter CUMULUS MEDIA: S&P Downgrades Corporate Credit Rating to 'B-' DIAMOND RANCH: Posts $90,000 Net Loss for September 30 Quarter DRAGON PHARMACEUTICAL: Reports $2,196,000 Net Income for Q3 2009 E*TRADE FIN'L: Inks Employment Agreements with Executives EASTMAN KODAK: Settles Patent Suit with LG, Inks Licensing Deal EASTMAN KODAK: To Sell OLED Business to LG for Undisclosed Sum EAT AT JOE'S: Posts $172,000 Net Income for September 30 Quarter ERICKSON RETIREMENT: Gets Nod for DLA Piper as Counsel ERICKSON RETIREMENT: Gets OK for Houlihan as Investment Banker ERICKSON RETIREMENT: PNC Wants to Examine Directors of NSCI EXTENDED STAY: Lenders Agree to Payment Deferral FAIRPOINT COMMUNICATIONS: Says Maine Rebate Demand Violates Stay FAIRPOINT COMMUNICATIONS: Creditors Panel Opposes DIP Financing FERNANDO BETANCOURT: Case Summary & 20 Largest Unsecured Creditors FIRSTFED FINANCIAL: Taps Squar Milner as Outside Accountants FLEETWOOD ENTERPRISES: New Orleans Judge Moves Trial in FEMA Suit FLEETWOOD ENTERPRISES: Unit Authorized to Sell Indiana Facility FONTAINEBLEAU LV: Mechanics Lienholders Sue Banks FORD MOTOR: DBRS Hikes Issuer Rating to 'B' as Cash Burn Lowered FORD MOTOR: To Sell $1 Billion of Common Shares GARY SCHAEFFER: Case Summary & 20 Largest Unsecured Creditors GENERAL MOTORS: ENCORE & REALM Set February 1 Claims Bar Date GENERAL MOTORS: Offers Reprieve to Shut Dealers GENERAL MOTORS: Old GM Creditors Committee Members Dwindle to 10 GENERAL MOTORS: Old GM Proposes to Reject Class Action Settlements GENERATION BRANDS: Plan Gives 91% Stake to 2nd Lien Lenders GENMAR HOLDINGS: Platinum Offers $55 Million for Part of Business GOLDEN EAGLE: To Seek Shareholder OK of Reverse Split, Equity Plan GOTTSCHALKS INC: Files Liquidating Chapter 11 Plan GREDE FOUNDRIES: Wayzata-Led Auction on December 21 GRIZZLY EXCAVATION: Case Summary & 20 Largest Unsecured Creditors HALCYON HOLDING: May Sell Terminator Rights to Satisfy Creditors HANOVER INSURANCE: One Beacon Deal Won't Affect Fitch's BB+ Rating HEARTHSTONE RANCH: Taps McCormick Barstow as Bankruptcy Counsel HOLDER HOSPITALITY: NNAH to Auction Assets; 171 to Lose Jobs HOMELAND SECURITY: Posts $745,800 Net Loss in Sept. 30 Quarter IGD PROPERTIES LLC: Voluntary Chapter 11 Case Summary INDUS (ECLIPSE 2007-1): DBRS Downgrades Class D to 'CCC' INNOVATIVE COS: Can Access Citibank Cash Collateral Until Dec. 10 INTEGRAL VISION: Reports $753,000 Net Loss for Sept. 30 Quarter IPCS INC: Voluntarily Withdraws Listing of Common Stock on NASDAQ IPCS INC.: Sprint Nextel Completes Acquisition J2 INVESTMENTS: Parties-In-Interest Want Ch. 11 Trustee Appointed JG WENTWORTH: Employs More Than 50 Associates for Bryn Mawr JOHN VONTRAN: Files for Chapter 11 Bankruptcy in Maryland KNOWLEDGE LEARNING: S&P Gives Stable Outlook; Keeps 'B+' Rating LANDAMERICA FIN'L: Deregisters all Unissued Company Common Stock LANDAMERICA FIN'L: Deregisters all Unissued Securities Under S-3 LAS VEGAS SANDS: S&P Affirms Corporate Credit Rating at 'B-' LEO ROBBINS & SONS INC: Case Summary & 20 Largest Unsec. Creditors LEVI STRAUSS: Rogers Steps Down as Chairman; Kauffman Gets Post LEXICON UNITED: Reports $181,732 Net Loss for Sept. 30 Quarter M&I MARSHALL: Moody's Cuts Bank Financial Strength Rating to C MAGNITUDE INFORMATION: Posts $417,390 Net Loss for Sept. 30 Qtr MAJESTIC STAR: Investors, Trustees Appointed to 5-Member Panel MEG ENERGY: Moody's Downgrades Corporate Family Rating to 'B2' MEG ENERGY: S&P Assigns 'BB+' Rating on US$300 Mil. Term Loan METALINK LTD: Receives Delisting Notice From NASDAQ NALCO CO: S&P Assigns 'BB+' Rating on $300 Mil. Senior Loan NEILS JENSEN FARMS INC: Case Summary & 20 Largest Unsec. Creditors NEUMANN HOMES: Case Should be Converted to Chapter 7, Says Indymac NEW CENTURY COS: Seeks Shareholders' OK to Increase Shares Issued NEW CENTURY FIN'L: SEC Charges Former Officers With Fraud NEXPAK CORP: Plan Confirmation Hearing Postponed to January NOBLE INTERNATIONAL: Plan of Liquidation Effective NORANDA ALUMINUM: Reports $4,328,000 Net Income for Q3 2009 NORCRAFT COS: S&P Downgrades Rating on $180 Mil. Notes to 'B-' NORTEL NETWORKS: Cleary Gottlieb Bills $5.8MM for October Work NORTEL NETWORKS: Dec. 15 Bar Date Set for Select Creditors NORTEL NETWORKS: Gets Nod to Hire Global IP as Consultant NORTEL NETWORKS: Has Nod to Tap SCI for Legal Staffing Services NOVADEL PHARMA: Voluntarily Delists Shares From NYSE Amex NORWOOD PROMOTIONAL: Case Converted to Chapter 7 Liquidation NORWOOD PROMOTIONAL: Alfred Giuliano Appointed as Interim Trustee NTK HOLDINGS: Gets Court Nod to Hire Weil Gotshal as Attorneys NTK HOLDINGS: Gets Nod to Hire E&Y as Tax Advisor NTK HOLDINGS: Gets OK to Tap AlixPartners as Advisors NTK HOLDINGS: Has Nod to Tap Richards Layton as Co-Counsel NTK HOLDINGS: Cancels Registration of 10-3/4% Sr. Discount Notes PARALLEL PETROLEUM: Moody's Withdraws 'B3' Corporate Family Rating PENN TRAFFIC: Price Puts Off $12.3 Million Bid; Union in Limbo POWER EFFICIENCY: Reports $1.26-Mil. Net Loss for Sept. 30 Qtr PRIME STAR: Reports $2.68-Mil. Net Loss for 9 Mos. Ended Sept. 30 PRIMUS TELECOMMUNICATIONS: S&P Puts 'B-' Corporate Credit Rating QUARRY POND: Files Amended List of Largest Unsecured Creditors RAYMOND KELCH: Case Summary & 20 Largest Unsecured Creditors READER'S DIGEST: Landlord Opposes Move to Manhattan REGENT COMMUNICATIONS: May Face Delisting From NASDAQ RESERVE GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: 20 Major Creditors Assert $1.2BB in Claims ROTHSTEIN ROSENFELDT: Ch 11 Trustee Can Hire Special Counsel ROTHSTEIN ROSENFELDT: Federal Court to Consider Injunction Relief ROTHSTEIN ROSENFELDT: Herbert Stettin Named as Ch 11 Trustee ROTHSTEIN ROSENFELDT: List of 20 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Trustee Gets Interim OK for Counsel SALTON INC: S&P Withdraws 'B' Rating on $180 Mil. Senior Loan SEA CONTAINERS: Court Approves Final Fee Applications SEA CONTAINERS: Stipulation Discontinuing Suit Filed by L. Bloch SEA CONTAINERS: Two Entities Have $18.3MM Cash at End of Sept. SHANGDONG ZHOUYUAN: Delays Filing of Sept. 30 Quarterly Report SHAWNEE VILLAGE: Foreclosure Suit Prompts Chapter 11 Filing SMURFIT-STONE: Files Chapter 11 Plan & Disclosure Statement SMURFIT-STONE: Bid For Equity Panel Faces More Resistance SMURFIT-STONE: Proposes to Enter Into Hinrichs Non-Compete Pact SMURFIT-STONE: Seeks Summary Judgment on U.S. Bank Claim SPANSION INC: Files 1st Amended Plan And Disclosure Statement SPANSION INC: Proposes to Assume IBM Master Service Agreement SPANSION INC: Proposes to Form New Japanese Subsidiary SPARTA HOMES: Files for Chapter 11 Bankruptcy to Avert Foreclosure SPRINT NEXTEL: Completes Acquisition of iPCS Inc. STERLING MINING: Files Ch 11 Plan; Jan 5 Confirmation Hearing Set STEPHEN BISHOP: Case Summary & 17 Largest Unsecured Creditors STINSON PETROLEUM: Wants Ch. 11 Plan Filing Extended Until March 1 STOCK BUILDING: To Auction Commerce Park Property on December 15 STRIKEFORCE TECHNOLOGIES: Reports $552,158 Net Loss for Q3 2009 SUN COUNTRY: Plan Filing Extended to Feb. 2010; Buyer Shows Up TASC INC: S&P Assigns Corporate Credit Rating at 'B+' TECHNIPOWER SYSTEMS: Chapter 11 Petition Filed TEKOIL & GAS: Wants Proposed Disclosure Statement Approved TH PROPERTIES: Court Pushes Lift Stay Hearing to December 10 TRANSAX INT'L: Ticker Symbol Changed From "TNSX" to "TNSXE" TRONOX INC: Equity Panel Withdraws Exclusivity Termination Plea TRONOX INC: Huntsman-Led Auction Moved to December 21 TRONOX INC: Wants Exclusivity Extension as Outcome Still "Unknown" TRUMP ENTERTAINMENT: Noteholders Balk At Beal Plan TSG INC: Asks for Court OK to Access Cash Collateral TSG INC: Sec. 341 Creditors Meeting Set for January 7 TSG INC: Taps Benesch Friedlander as Bankruptcy Counsel UAL CORP: Has Separation & Release Deal with Former Exec Lovejoy VISKASE COMPANIES: Moody's Upgrades Corp. Family Rating to 'B2' VISKASE COS: S&P Raises Corporate Credit Rating to 'B-' WHITE ENERGY: Denied Third Extension of Plan Exclusivity WORLDSPACE INC: Plan Exclusivity Extended Until January 31 W.R. GRACE: Bank Lenders Reiterate Arguments on Impairment Issues W.R. GRACE: Gets Court Nod for Town of Acton Settlement W.R. GRACE: Libby Claimants, et al., Oppose Plan Confirmation * Bankruptcies on Pace to Rise 31.2% in 2009 * Economic Crisis Expected to End in 1st Qtr. 2010, Survey Reveals * U.S. Economy Sheds Fewer Jobs in November * Bankruptcy Attorneys Dominate at Brown Rudnick * Dickstein Lands White & Case Bankruptcy Veteran * Law360 Ranks Largest Bankruptcy Practices * Large Companies With Insolvent Balance Sheets ********* 1031 TAX: Trustee Sets Up Liquidation Trust for Distributions ------------------------------------------------------------- The Chapter 11 trustee for The 1031 Tax Group has set up the liquidation trust that will serve as his successor-in-interest to distribute the assets gathered and prosecute the remaining claims arising from the scandal-plagued financial firm's bankruptcy, according to Law360. Headquartered in Richmond, Virginia, The 1031 Tax Group LLC -- http://www.ixg1031.com/-- was a privately held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. The Company and 15 of its affiliates filed for Chapter 11 protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through 07-11462). Gerard A. McHale, Jr., was appointed Chapter 11 trustee. Jonathan L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the Chapter 11 trustee. Kurtzman Carson Consultants LLC acts as claims and notice agent. Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig, LLP, represent the Official Committee of Unsecured Creditors. As of Sept. 30, 2007, the Debtors had total assets of $164,231,012 and total liabilities of $168,126,294, resulting in a total stockholders' deficit of $3,895,282. Former CEO Edward H. Okun is in federal prison at Northern Neck Regional Jail in Warsaw, Virginia, after being convicted of mail fraud, among other charges. Mr. Okun allegedly engaged in several misappropriations of funds of 1031 Tax Group and other entities. The funds were used for Mr. Okun's lavish lifestyle including acquiring properties and luxury asset. 20 BAYARD STREET: Files for Chapter 11 Bankruptcy ------------------------------------------------- David Jones at The Real Deal Online says 20 Bayard Street filed for Chapter 11 bankruptcy, saying it owes more than $10 million to creditors. The reason for filing was unclear, Mr. Jones notes. The Company owes $325,000 to unsecured creditor Add Plumbing, a contractor at 120 Evergreen Avenue in Brooklyn, Mr. Jones citing papers filed with the court. Porzio, Bromberg & Newman represents the company, Mr. Jones notes. 20 Bayard Street operates a condominium in Williamsburg. 2630 HORIZON RIDGE: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: 2630 Horizon Ridge, LLC 52 Durango Station Henderson, NV 89012 Bankruptcy Case No.: 09-32799 Chapter 11 Petition Date: December 3, 2009 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: H Stan Johnson, Esq. Cjd Law Group, LLC 6293 Dean Martin Drive, Ste. G Las Vegas, NV 89118 Tel: (702) 220-7050 Fax: (702) 220-4577 Email: sjohnson@cjdnv.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor identified Clark County Assessor with assessed taxes claim for an unknown amount as its largest unsecured creditor. A full-text copy of the Debtor's petition, including a list of its largest unsecured creditor, is available for free at: http://bankrupt.com/misc/nvb09-32799.pdf The petition was signed by Stephen A. Crystal, managing member of the Company. 9 OM INTERACTIVE: Incurred $37.7 Million Net Loss in 2008 --------------------------------------------------------- Digeo Inc. has incurred $37.7 million net loss and $5.0 million in revenue for 2008, Multichannel News reported, citing a regulatory filing by Arris, who acquired all of the company's assets. According to Arris' filing, the Company listed $19.9 million in total assets and $145.7 million in liabilities including $100 million in notes payable. The Company has $554.0 million in accumulated deficit through June 30, 2009, source notes. The source relates the company reported $14.8 million and $3.2 million in revenue for the first six months of 2009. Digeo founded by Paul Allen in 1999 distribute DVRs through cable operators but found limited success. The Company filed for Chapter 11 protection on Nov. 3, 2009. Based in Seattle, Washington, Digeo, Inc., a Paul Allen- backed company, provides premium home entertainment products including digital video recorders (DVR). 9 OM Interactive LLC, formerly known as Digeo Interactive LLC, made a voluntary filing under Chapter 11 in the U.S. Bankruptcy Court for the Western District of Washington after Georgia-based ARRIS Group Inc. acquired some of the Debtor's assets, including its intellectual property portfolio, for $20 million in cash. In its petition, the Debtor listed assets of less than $50,000, and debts of between $10 million and $50 million. ACCENTIA BIOPHARMA: Wants Plan Filing Extended Until December 14 ---------------------------------------------------------------- Accentia Biopharmaceuticals, Inc., et al., ask the U.S. Bankruptcy Court for the Middle District of Florida to approve an extension of their exclusive period to file a Chapter 11 Plan until Dec. 14, 2009. Lenders Laurus Master Fund, Ltd., and its affiliates signed, for the third time, a stipulation consenting to an extension of Accentia's plan filing periods. Laurus agreed that if the Debtors file a plan of reorganization on or before Dec. 14, the Debtors will continue to have the exclusive rights to solicit acceptances of that plan until Jan. 31, 2010. Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq: ABPI) -- http://www.accentia.net/-- is biopharmaceutical company focused on the development and commercialization of drug candidates that are in late-stage clinical development and typically are based on active pharmaceutical ingredients that have been previously approved by the FDA for other indications. The Company's lead product candidate is SinuNase(TM), a novel application and formulation of a known therapeutic to treat chronic rhinosinusitis. The Company has acquired the majority ownership interest in Biovest International Inc. and a royalty interest in Biovest's lead drug candidate, BiovaxID(TM) and any other biologic products developed by Biovest. The Company also has a specialty pharmaceutical business, which markets products focused on respiratory disease and an analytical consulting business that serves customers in the biopharmaceutical industry. Accentia BioPharmaceuticals and nine affiliates filed for Chapter 11 protection on November 10, 2008 (Bankr. M.D. Fla., Lead Case No. 08-17795). Charles A. Postler, Esq., and Elena P. Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent the Debtors as counsel. Attorneys at Olshan Grundman Frome Rosenzweig, and Genovese Joblove & Battista PA, represent the official committee of unsecured creditors. The Debtors said assets totalled $134,919,728 while debts were $77,627,355 as of June 30, 2008. ACCURIDE CORP: Irell & Manella Representing Creditors Committee --------------------------------------------------------------- Irell & Manella LLP was named lead counsel for the Official Committee of Unsecured Creditors in the bankruptcy cases of Accuride Corporation and its affiliates. Accuride Corporation and its affiliated debtors in possession are among the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. The Company's products include wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components marketed under several well- recognized brands in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion and Highway Original. According to filings by Accuride, the Company is seeking to restructure in excess of $675 million in debt through its bankruptcy proceeding. The bankruptcy cases are pending in the United States Bankruptcy Court for the District of Delaware. Jeffrey M. Reisner and Tavi C. Flanagan, attorneys in Irell & Manella LLP's Newport Beach-based bankruptcy practice, will serve as lead counsel to the Official Committee of Unsecured Creditors in the affiliated debtors' bankruptcy cases. Mr. Reisner chairs the firm's bankruptcy practice. Kurt Gwynne of Reed Smith LLP will serve as Delaware counsel and Joel Dryer of Morris Anderson & Associates will serve as financial advisors to the Official Committee of Unsecured Creditors. The Chapter 11 filing includes Accuride Corporation and a number of subsidiaries and affiliates, including Accuride Cuyahoga Falls, Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie L.P., Accuride Henderson Limited Liability Company, AKW General Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating, Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc., Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite Corporation, Imperial Group Holding Corp. -1, Imperial Group Holding Corp. -2, Imperial Group, L.P., JAII Management Company, Transportation Technologies Industries, Inc., and Truck Components Inc. Irell & Manella LLP -- http://www.irell.com-- is a full service law firm with approximately 220 attorneys in offices in Los Angeles and Newport Beach, CA. Founded in 1941, Irell is nationally recognized for its tax, entertainment, intellectual property, corporate and litigation practices. Irell was named the Number 1 U.S. law firm for intellectual property by Chambers Global in 2005, 2006 and 2007 and was chosen among the finalists for IP Litigation Law Firm of the Year in 2008 by American Lawyer magazine. The firm's clients include Fortune 500 corporations, universities, and leading-edge entrepreneurial companies in aviation, life sciences and medical devices, telecommunications, gaming, finance, technology and consumer electronics, and entertainment. Irell & Manella LLP's Bankruptcy and Restructuring Group represents debtors, creditors, creditors committees, and bankruptcy trustees in legal cases throughout the United States. One of the leading law firms in the U.S., Irell & Manella was founded in Los Angeles in 1941. The firm currently has approximately 220 attorneys. AGRIPROCESSORS INC: Cattle Sellers Subject to Preference Actions ---------------------------------------------------------------- According to CATTLENETWORK, the Chapter 7 trustee for Agriprocessors Inc. serve a letter to those who sold cattle to the Company in the 90 days before the Chapter 11 filing. In the letter, it requested that 80% of the proceeds be returned to the bankruptcy trustee or the full amount. Entities who received one of those letters are encouraged to appear before the Court and argue why they should not be included in this preference. As reported by the TCR on November 18, 2009, Sholom Rubashkin, the former chief executive of kosher meat producer Agriprocessors Inc., was found guilty on more than 80 counts by a federal jury in Iowa. Convictions included counts for harboring undocumented aliens and creating false accounts receivable. Agriprocessors Inc.'s reorganization case has been converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee will now serve as trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operated a kosher meat and poultry packing processors located at 220 North West Street. The Company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The Company filed for Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08- 47472). The case, according to McClatchy-Tribune, has been transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represents the Company in its restructuring effort. In its petition, the Company listed assets of $100 million to $500 million and debts of $50 million to $100 million. AGRIPROCESSORS INC: 30 Arrested Immigrants Face Deportation ----------------------------------------------------------- The Des Moines Register in Iowa reports about 30 immigrants arrested in the May 2008 of kosher meat plant Agriprocessors Inc. are currently facing deportation now that they're no longer needed to testify against former Agriprocessors vice president Sholom Rubashkin. The Register says the immigrants were given temporary work visas so they could remain in Iowa and be available to testify in Mr. Rubashkin's second federal trial. The Wall Street Journal's Bankruptcy Beat relates federal prosecutors in November dropped all 72 federal immigration charges against Mr. Rubashkin, determining that the cost of a second trial wasn't necessary since Mr. Rubashkin was convicted of 86 counts of financial fraud and is facing more than 1,200 years in prison. The Register says advocates for the immigrants who were supposed to testify against Mr. Rubashkin say they are outraged that a federal jury will never hear about past abuses at the plant. Bankruptcy Beat notes 389 illegal immigrants were arrested in last year's raid. Agriprocessors officials were accused of falsifying documents to employ illegal immigrants, and most of the arrested workers were charged with identity theft and served five months in prison. About Agriprocessors Inc. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operated a kosher meat and poultry packing processors located at 220 North West Street. The Company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The Company filed for Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08-47472). The case was later transferred to the U.S. Bankruptcy Court for the Northern District of Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represents the Company in its restructuring effort. In its petition, the Company listed assets of $100 million to $500 million and debts of $50 million to $100 million. As reported by the Troubled Company Reporter on July 27, 2009, the Bankruptcy Court for the Northern District of Iowa approved the sale of most of the assets of Agriprocessors in exchange for $8.5 million in secured debt. The buyer purchased the two primary secured claims totaling over $26 million, Bill Rochelle at Bloomberg News said. Agriprocessors now operates under the name Agri Star. The TCR on October 15 said the bankruptcy case was converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee is serving as trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. AGUA CALIENTE: Fitch Downgrades Issuer Default Rating to 'BB+' -------------------------------------------------------------- Fitch Ratings downgrades The Agua Caliente Band of Cahuilla Indians' ratings: -- Issuer Rating to 'BB+' from 'BBB-'; -- Revenue bonds, series 2003 to 'BBB-' from 'BBB'; -- Senior secured notes, series 2006, 2007, and 2008 to 'BBB-' from 'BBB'. The Rating Outlook remains Negative. The ratings are downgraded as the result of the sustained poor operating trend exhibited by Agua's two casino properties since the second half of 2007, coupled with Fitch's belief that there is no apparent catalyst for improvement over at least the next two to three quarters. In fact, Fitch believes the 2010 outlook for the Southern Californian gaming markets is worse than that of most other regional markets nationwide, as recovery of employment and consumer spending will be hindered by lingering weakness in the residential housing sector. The primary credit strength supporting Agua's 'BB+' issuer rating is the credit's strong liquidity profile; despite the poor momentum of the operating trend, there is a high level of financial flexibility; both properties generate strong free cash flow in excess of the gaming division's fixed expenses, there are no significant near-term debt maturities, and no capital project development risk. Operating Outlook for Southern Californian Gaming Markets Poor in 2010; Supporting Negative Rating Outlook: The primary basis for the maintenance of the Negative Rating Outlook is Fitch's expectation that Agua Caliente's casinos will continue to face severe operational headwinds in 2010. Most importantly, although Fitch believes the broader U.S. economy is now at the beginning stages of a muted recovery, it expects that Southern California's regional economies will lag behind, taking longer to reach pre-recession peak employment levels, which will delay recovery of consumer spending. Given the depressed state of the region's local economies, Fitch believes the best case scenario for same-store gaming revenue trends in Southern California is stagnant to slight declines for 2010 and a return to slight positive growth beginning in 2011. Fitch does expect Southern California's gaming supply growth to be limited in the near-to-medium term. This represents a reversal of the trend seen in the early part of this decade, when many of the region's operators, including Agua Caliente, made sizeable investments in the expansion of their properties. A near-term slowing of growth is positive for operators as there is already significant supply in the highly competitive Riverside/Palm Springs and San Diego markets. Although it is difficult to obtain accurate numbers, Fitch estimates that there are approximately 32,000 Class III slot machines in the collective 15 casinos operating in region. Recent developments support Fitch's expectation of modest growth, including the under-subscription of requests by tribes for Class III slot licenses made available by the state government in October 2009 (of the 10,549 licenses made available a little more than 3,500 were requested). Also, although four Southern Californian tribes, including Agua Caliente, amended the terms of their state gaming compacts in 2008, allowing for an additional 19,500 Class III slots to be placed in their properties collectively, none have added substantial capacity to date. Poor Casino Operating Trends Offset by Strong Liquidity and Free Cash Flow Profile: While Agua Caliente is certainly no exception amongst California's Native American gaming operators that are experiencing a significant impact on top line revenues due to recessionary economic conditions, the credit's ability to generate free cash flow has been concurrently affected by increased operating expenses related to revenue sharing fees under the amended terms of its state gaming compact agreement, which took effect in early 2008, as well as a recently opened $400 million, debt funded expansion of its Agua Caliente Casino property in the midst of an extremely strained operating environment. Illustrating the combined impact of these various pressures, profitability is markedly decreased; the fiscal 2009 EBITDA margin for the two properties on a consolidated basis was down almost 15% from its historical run rate. Despite the positive cash flow impact of various operational cost saving initiatives implemented by management, EBITDA for Agua's fiscal year ended Sept. 30, 2009, tracked close to Fitch's stress case scenario for the year. The Spa Resort Casino, located in downtown Palms Springs, was much more heavily affected than the ACC property located in Riverside County on I-10, where the opening of the expansion project provided some positive offset. However, performance of the ACC property is indicative of the significant challenges management faced in the operational ramp-up of the project. Phase one, which included a 340-room luxury hotel and an expansion of the gaming floor, opened in April 2008, and phase two, which included an extensive renovation of the gaming floor, construction of a 2,000 seat entertainment venue, and a 600 space parking garage, opened in February 2009. The project did not generate incremental positive cash flow in fiscal 2009; ACC property EBITDA was 2.6% below fiscal 2008's level. Despite the impact of these operating pressures, Agua Caliente does maintain significant financial flexibility, supporting the 'BB+' issuer rating. The credit's liquidity profile is solid. Near term uses of cash are minimal as there are no bullet maturities due to the level annual debt service payment structure and capital expenditure requirements are limited. Sources of cash include only cash flow of the gaming division and cash on the balance sheet, as the credit does not maintain access to a committed source of external liquidity. Mitigating risk related to lack of access to external capital, the casinos generate ample free cash flow. Even in a Fitch stress case scenario assuming a significant EBITDA decline in Agua's fiscal 2010 before a moderation in the operating trend in fiscal 2011, the credit maintains more than 2.0 times coverage of its maximum annual debt service requirement. As is the case for many tribes with casino gaming operations, Agua Caliente distributes nearly all residual free cash flow after meeting fixed expenses at the casinos to the government, with only a small amount retained for cage cash purposes. Although Agua Caliente's debt agreements require that debt service is met from casino cash flow prior to distribution to the tribe, Fitch considers the level of financial flexibility present at the tribal government to be an important rating factor. Positively, Agua Caliente's governmental services budget is small relative to the residual casino free cash flow available for distribution, even in a fairly severe operational stress scenario. The government maintains solid financial flexibility due to its conservative financial policy of building cash reserves to support debt service in the event of a drop in the casino cash flow distributed to the government. The tribe did use a portion of the reserve for the October 2009 bond principal payment in order to support member per capita payments, the level of which are variable based on the amount of the casino cash distribution. Commitment by the tribe's leadership to maintain a solid level of financial flexibility at the tribal government will be necessary to support the 'BB+' issuer rating in the event the poor casino operating trend persists. Specifically, if the tribe again elects to use cash reserves for the October 2010 principal payment to support per capita payments, it could result in downward pressure on the rating. Credit Metrics and Debt Covenants: Credit metrics, including debt/EBITDA and EBITDA/ debt service carrying charges, have deteriorated due to a reduction in free cash flow since Fitch initially revised the credit's Rating Outlook to Negative from Stable in November 2008. Based on latest 12-month Sept. 30, 2009 results, debt/EBITDA equaled 2.9x and EBITDA/maximum annual debt service equaled 2.5x. Assuming a flat to slightly declining EBITDA trend, debt leverage relative to EBITDA would decline in the absence of additional debt capital raising activity, due to the annual principal amortization requirement of the bonds and notes. The primary financial maintenance covenant in the debt agreements requires 2.0x coverage of maximum annual debt service relative to EBITDA, tested on a rolling quarterly basis, to avoid a technical default. Based on LTM Sept. 30, 2009 EBITDA, the credit does have a solid cushion relative to the covenant; EBITDA would have to decline by 19% to trip the covenant. However, given Fitch's expectation of continued operational headwinds in 2010, its operational stress case assumes continued declines in EBITDA over the next few quarters will continue to erode the cushion relative to the covenant level, which could trigger another ratings downgrade. Potential Rating Drivers: The Rating Outlook is Negative because Fitch believes the near-to- medium term outlook for the gaming operating trend in the Southern Californian regional markets is poor. Additional downgrades of Agua Caliente's rating could be the result of some combination of these events: -- Regional economic conditions in the Southern Californian gaming markets continue to deteriorate, rather than stabilizing and beginning a muted recovery, and there continues to be no clear catalyst providing an expectation of near-term improvement in Agua Caliente's casino operating results; -- Further deterioration in EBITDA over the next several quarters erodes the cushion relative to the 2.0x debt service coverage financial maintenance covenant to a level where there is increased concern that the credit will violate the covenant; -- The tribe elects to continue to use cash reserves to support per capita payments. Transaction Ratings Downgraded to 'BBB-': The bonds and notes and rank pari passu with respect to bondholders' security interest in the cash flows of the tribe's casino gaming operations. A 'BBB-' rating is assigned to debt secured by a lien on the gaming enterprise cash flows. The transactions are rated one notch above the issuer rating of 'BB+' due to credit enhancement provided by security covenants included in the legal documents associated with the transactions. The 2003 bonds and 2006, 2007 and 2008 notes have term maturities in 2015, 2016 and 2021. Principal payments on the notes began in 2008 and will ramp up through 2010. ALERIS INT'L: Seeks Plan Exclusivity Extension Until June 7 ----------------------------------------------------------- Aleris International Inc. is asking the Bankruptcy Court for a June 7 extension of its exclusive period to propose a plan of reorganization, Bloomberg News' Bill Rochelle reported. According to the report, Aleris says it needs additional time to nail down "a substantial investment of new capital" to underlay a plan that would allow "right-sizing" the capital structure. A hearing on the request for a second extension is scheduled for January 11. Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALPINE SECURITIZATION: DBRS Rates Liquidity Facility at 'BB' ------------------------------------------------------------ DBRS has confirmed the rating of R-1 (high) for the Commercial Paper (CP) issued by Alpine Securitization Corp. (Alpine), an asset-backed commercial paper (ABCP) vehicle administered by Credit Suisse, New York branch. In addition, DBRS has confirmed the ratings and revised the tranche sizes of the aggregate liquidity facilities (the Liquidity) provided to Alpine by Credit Suisse. The $8,075,134,535 aggregate liquidity facilities are tranched as follows: -- $7,691,607,636 rated AAA -- $85,710,285 rated AA -- $56,699,557 rated A -- $86,959,509 rated BBB -- $71,177,466 rated BB -- $31,087,007 rated B -- $51,893,075 unrated The ratings are based on September 30, 2009 data. The CP rating reflects the AAA credit quality of Alpine's asset portfolio. The updated credit quality aspect of the CP rating is based on both the portfolio of assets and the available program- wide credit enhancement (PWCE). The rationale for the CP rating is based on the updated AAA credit quality assessment as well as DBRS' prior and ongoing review of legal, operational and liquidity risks associated with Alpine's overall risk profile. The ratings assigned to the Liquidity reflect the credit quality of Alpine's asset portfolio based on an analysis that assesses each transaction to a term standard. The tranching of the Liquidity reflects the credit risk of the portfolio at each rating level. The tranche sizes are expected to vary each month based on changes in portfolio composition. For Alpine, both the CP and the Liquidity ratings use DBRS' simulation methodology, which was developed to analyze diverse ABCP conduit portfolios. This analysis uses the DBRS CDO Toolbox simulation model, with adjustments to reflect the unique structure of an ABCP conduit and its underlying assets. DBRS determines attachment points for risk based on an analysis of the portfolio and models the portfolio based on key inputs such as asset ratings, asset tenors and recovery rates. The attachment points determine the portion of the exposure rated AAA, AA, A through B as well as unrated. DBRS models the portfolio on an ongoing basis to reflect changes in Alpine's portfolio composition and credit quality. The rating results are updated and posted on the DBRS website. AMERICAN INT'L: Pay Czar May Lift Salary Cap for Some Executives ---------------------------------------------------------------- People familiar with the matter told Bloomberg News' Hugh Son that Kenneth Feinberg, the U.S. paymaster for rescued companies, will exempt some executives at American International Group Inc. from a $500,000 salary cap after at least five employees threatened to quit because of the limits. Those sources told Bloomberg Mr. Feinberg may issue a ruling as early as next week on pay limits for 75 of AIG's executives. Bloomberg and The Wall Street Journal's Deborah Solomon and Serena Ng report that five AIG executives last week notified AIG they were prepared to step down if their pay is significantly cut. The executives are Anastasia Kelly, AIG's general counsel; Rodney Martin, who handles one of AIG's international life-insurance businesses that is slated for an initial public offering or sale; William Dooley, who has been overseeing the financial-services division; Nicholas Walsh, vice chairman and head of AIG's international property-and-casualty-insurance businesses; and John Doyle, who heads the U.S. property-casualty business. The Journal notes Mr. Dooley's division includes AIG Financial Products, whose credit-derivative trades were the biggest reason for AIG's 2008 financial problems. The other four executives weren't involved in the problems that sank the company, the Journal adds. The Journal says the five executives are worried that their 2009 pay will be cut, and that they will be subject to even tougher restrictions in 2010, including a prohibition against collecting so-called golden-parachute severance payments that they are currently eligible for. Messrs. Walsh and Doyle have since rescinded their notices. The reports say Ms. Kelly has hired Washington-based law firm Dickstein Shapiro LLP to represent executives concerned about their ability to collect severance payments. Michelle Rodgers, a spokeswoman for the law firm, didn't immediately return calls for comment, Bloomberg says. Bloomberg also notes a person close to Mr. Feinberg said the exceptions allowing for salaries greater than $500,000 were unrelated to the five executives' threats to leave. About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. ATI ACQUISITION: Moody's Assigns 'B1' Rating on Senior Facilities ----------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to the proposed senior secured credit facilities of ATI Acquisition Company. Concurrently Moody's assigned B2 Corporate Family and Probability of Default ratings to ATI. The outlook for the ratings is stable. Along with a Caa1-rated $65 million mezzanine tranche and an additional equity contribution, the capital will finance the acquisition of ATI Enterprises, Inc. by a BC Partners, Inc. fund. The ratings are constrained by ATI's limited scale and diversification in comparison to other, national for-profit higher education companies, relatively high financial leverage, expectations of weak free cash flow generation (defined as cash from operations less capital expenditures) in the near term, and the potential for reversals in recent growth as the economy strengthens. Moody's believes that part of the growth experienced by ATI in late 2008 and fiscal 2009 is attributable to high unemployment. Given difficult employment conditions, prospective workers are opting for a vocational diploma or associate degree, instead of a prolonged job search. The ratings are further constrained by the regulated nature of for-profit higher education, and intensifying scrutiny by the Department of Education on for-profit colleges that benefit from student loan guarantees under Title IV. Although the government has demonstrated its commitment to the program throughout the credit crisis, the company's heavy reliance on student loans would present material risks if that were to change. Nonetheless, the Corporate Family Rating of B2 is supported by ATI's recent record of strong execution, increases in enrollments, relatively high placement rates for its students and declining cohort default rates, albeit from very high levels. The company has benefited from increasing leads and conversion rates over the last three years, which attest to marketing and execution strength over, for example, community colleges and other competitors. The company's value proposition to students involves offering primarily one-year diploma courses (hence lower cost), reinforced by hands-on training and placement services. The ratings also reflect a significant equity contribution, inclusive of management roll-over equity. Moody's assigned these ratings: * B2 Corporate Family Rating; * B2 Probability of Default Rating; * B1 (LGD 3, 35%) rated $35 million revolving credit facility due 2014; * B1 (LGD 3, 35%) rated $165 million term loan B due 2014; and * Caa1 (LGD 5, 88%) rated $65 million senior subordinated facility due 2015. The ratings outlook is stable. The transaction is expected to be completed in December 2009. The ratings are contingent upon the receipt of executed documentation in form and substance acceptable to Moody's. This is the first time ratings were assigned to ATI by Moody's. ATI, based in North Richland Hills, Texas, is a postsecondary education company focused on vocational programs that operates 24 career training centers and schools in Texas, Florida, New Mexico, Arizona, and Oklahoma with approximately 15,500 expected enrolled students by the end of 2009. AURORA PITTSBURGH: Case Summary & 16 Largest Unsec. Creditors ------------------------------------------------------------- Debtor: Aurora Pittsburgh, LLC 575 Lexington Avenue New York, NY 10022 Bankruptcy Case No.: 09-28916 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Aurora Pittsburgh II, LLC 09-28919 Aurora Pittsburgh III, LLC 09-28920 Chapter 11 Petition Date: December 3, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: M. Bruce McCullough Debtor's Counsel: Robert O. Lampl, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 Email: rol@lampllaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 16 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/pawb09-28916.pdf The petition was signed by Lorenzo Cesare, manager of the Company. AUTONATION INC: Moody's Affirms Corporate Family Rating at 'Ba1' ---------------------------------------------------------------- Moody's Investors Service affirmed AutoNation, Inc.'s Ba1 Corporate Family and Probability of Default Ratings and the SGL-2 speculative grade liquidity rating and changed the outlook to stable from negative. The change in outlook to stable reflects AutoNation's solid operating performance for the past three quarters, which has resulted in improved debt protection measures and a stronger credit profile. AutoNation's Ba1 rating reflects its position as the largest auto retailer in the U.S., its good liquidity and solid credit metrics. The rating also considers the difficult macroeconomic-driven sales environment, AutoNation's relatively high concentration of domestic vehicles in its sales mix, and its regional concentrations in economically-challenged California and Florida. "AutoNation has done a solid job of navigating the difficult macroeconomic environment by reducing costs and paying down debt", stated Moody's Senior Analyst Charlie O'Shea. "Management was very proactive with this strategy early in the downturn, which minimized deterioration in credit metrics, and has set the stage for what Moody's expects to be continued improvement". The SGL-2 speculative grade liquidity rating, representing good liquidity, reflects Moody's expectation that AutoNation will be able to fund the majority of its operating cash flow requirements out of internally generated cash, with only minimal reliance on its revolving credit facility. Ratings affirmed and LGD point estimates adjusted include: * Corporate Family Rating at Ba1; * Probability of Default Rating at Ba1; * $700 million senior unsecured revolver due 2012 at Ba2 (LGD 5, 83% from LGD 5, 82%); * $600 million senior unsecured term loan due 2012 at Ba2 (LGD 5, 83% from LGD 5 82%); * $300 million senior unsecured notes due 2014 at Ba2 (LGD 5, 83% from LGD 5, 82%); * $300 million senior unsecured notes due 2013 at Ba2 (LGD 5, 83% from LGD 5, 82%), and * Speculative grade liquidity rating at SGL-2. The last rating action for AutoNation, Inc., was the December 5, 2008, affirmation of the Ba1 Corporate Family and Probability of Default ratings, affirmation of the Ba2 senior unsecured revolver, term loan, and note ratings, the downgrade to SGL-2 of the speculative grade liquidity rating, and change in outlook to negative. AutoNation, Inc., headquartered in Fort Lauderdale, FL, is the largest dedicated retailer of automobiles, with annual revenues of around $11 billion. BANK OF AMERICA: S&P Raises Preferred-Stock Ratings to 'BB' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its preferred-stock ratings on Bank of America Corp. to 'BB' from 'B'. S&P also raised its preferred-stock ratings on BofA's bank subsidiaries to 'BB+' from 'B'. All other ratings, including the 'A/A-1' counterparty credit rating, are affirmed. The outlook is stable. The rating action follows BofA's announced regulatory approval to repay $45 billion in U.S. Treasury Troubled Asset Relief Program funds. Funding for the repayment will likely consist of a mix of existing cash and new issuances of common stock equivalents, which in S&P's view is a significantly positive step. S&P expects the proceeds for the repayment to come from internal resources, a significant new equity raise, and disposal of noncore assets. S&P estimate that the risk-adjusted capital ratio under its proprietary risk-adjusted capital framework would increase to about 7.9% pro forma from 6.7% as of Sept. 30, 2009. "We view the successful implementation and completion of the plan as a significant positive development from a ratings perspective," said Standard & Poor's credit analyst John K. Bartko, C.P.A. S&P did not include proceeds from the TARP funds in its calculations of capital adequacy because S&P considers these funds to be temporary. Thus, S&P believes refinancing with more- permanent equity benefits BofA's capital adequacy and quality. S&P further believe the enhanced common equity position lessens the likelihood of payment deferral on preferred securities. Nevertheless, the preferred ratings remain noninvestment-grade. BofA's stand-alone credit profile remains three notches below the 'A' rating on the holding company. The SACP is unchanged because of ongoing uncertainty regarding the company's strategic direction and continued credit quality issues that S&P believes will lead to weak operating performance. Specifically, BofA's performance lags other peers' in certain important business lines such as consumer lending. Revenue constraints and S&P's expectation for higher credit costs lead us to expect continued weak earnings performance. Moreover, the firm remains in strategic flux as it is seeking a CEO. S&P considers BofA to be highly systemically important and therefore continue to believe that BofA would receive extraordinary government support if necessary, though S&P does not believe such support will be needed. Indeed, in S&P's opinion, the extension of the $45 billion in TARP provided BofA the necessary time required to begin to retool its operations to better position itself for a different operating environment. The outlook is stable. "The current rating takes account of S&P's expectation that financial performance will remain pressured during the rest of 2009 and into 2010, with moderate net losses possible. However, S&P could raise the SACP if profitability recovers to more normalized levels. Conversely, if operating performance weakens, S&P could lower the SACP. At this time, the outlook on S&P's 'A' rating on the holding company is stable. The outlook incorporates BofA's presumed successful execution of capital-raising plans as presented by the company," Mr. Bartko added. BASHAS' INC: Inks Deal With Union to End Negative Campaigns ----------------------------------------------------------- Max Jarman at The Arizona Republic says Bashas' Inc. and the United Food and Commercial Union Workers union agreed to call off their negative informational campaigns against one another, and settle a raft of lawsuits that allege defamation and harassment. The agreement, which is subject to court approval, would hasten the Company's exit from Chapter 11 bankruptcy protection, the report says. The deal required both side to (i) terminate hostile public campaigns and the use of Websites supporting these campaigns, and use their best efforts to obtain the prompt dismissals of pending lawsuits and administrative complaints, he notes. According to the Company, it has prepared a tentative reorganization plan that calls for the Basha family to continue to operate the business and, possibly, closes more stores. Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail stores located throughout Arizona. It is doing business as National Grocery, Bashas Food, Bashas' United Drug, Food City, Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas' Distribution Center, Sportsman's, and Bashas' Dine. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050). Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., assists the Debtors in their restructuring efforts. Michael W. Carmel, Ltd., is the Debtors' co-counsel. Deloitte Financial Advisory LLP serves as financial advisors. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. In its bankruptcy petition, Bashas' listed $100 million to $500 million each in assets and debts. BERNARD KOSAR: Ex-Wife Seeks Non-Dischargeability Ruling -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Babette Kosar, the former wife of Bernard Kosar, has commenced an adversary proceeding, asking the Bankruptcy Court to find that a $3 million obligation plus monthly child support payments won't be discharged in the former professional quarterback's Chapter 11 case. Ms. Kosar says an agreement accompanying the divorce called for a $1 million payment up front, $1 million two years later, plus another $1 million in the third year, all for support and maintenance. In addition, Mr. Kosar owes $15,000 a month in child support. Mr. Rochelle notes that bankruptcy law doesn't permit individuals in Chapter 7 or Chapter 11 to escape obligations for child support or maintenance of a former spouse. On the other hand, marital property settlements are unsecured claims that can be wiped out in bankruptcy and treated like other unsecured claims. Bernard J. Kosar, Jr., is a former Cleveland Browns and University of Miami quarterback. He lives in the Fort Lauderdale suburb of Weston. Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr. S.D. Fla. Case No. 09-22371). Julianne R. Frank, Esq., represents Mr. Kosar. Mr. Kosar listed assets listed $9.2 million in assets and $18.9 million in debt. A trustee was appointed to take over Mr. Kosar's bankruptcy estate. BERRY PLASTICS: Beeler to Resign as Prez & COO; Becker Gets Post ---------------------------------------------------------------- Berry Plastics Corporation has received notice from R. Brent Beeler regarding his intention to retire as President and Chief Operating Officer of the Company and its affiliates effective December 31, 2009. The Company and Mr. Beeler have reached an agreement pursuant to which Mr. Beeler will continue to serve in a consulting role for the Company. Randall Becker will assume the role of President and Chief Operating Officer of the Company effective December 31, 2009. Mr. Becker currently serves as Executive Vice President of Operations in the Company's Rigid Open Top Division and has been with the company for more than 20 years. 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. 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. Berry Plastics 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. * * * 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. BIOLIFE SOLUTIONS: Reports $562,600 Net Loss for Sept. 30 Qtr ------------------------------------------------------------- BioLife Solutions, Inc., reported a net loss of $562,621 for the three months ended September 30, 2009, from a net loss of $662,825 for the year ago period. BioLife reported a net loss of $2,413,118 for the nine months ended September 30, 2009, from a net loss of $1,970,847 for the year ago period. Total revenue from product sales and licensing revenue was $447,360 for the three months ended September 30, 2009, from a net loss of $307,870 for the year ago period. Total revenue was $1,101,000 for the three months ended September 30, 2009, from a net loss of $903,466 for the year ago period. At September 30, 2009, the Company had total assets of $1,310,008 against total liabilities of $8,808,608, resulting in $7,498,600 in stockholders' deficit. The Company has been unable to generate sufficient income from operations to meet its operating needs and has an accumulated deficit of approximately $50 million at September 30, 2009. This raises substantial doubt about the Company's ability to continue as a going concern. The Company expects that it may need additional capital to reach a sustainable level of positive cash flow. Although the Investors who have provided the amended Multi-Draw Term Loan Facilities historically have demonstrated a willingness to grant access to the Facilities and renegotiate terms of previous credit arrangements, there is no assurance they will continue to do so in the future, or that they will provide an extension of repayment date of January 11, 2010. If the investors were to become unwilling to provide access to additional funds through the amended Multi-Draw Term Loan Facilities, or demand repayment on January 10, 2010, the Company would need to find immediate additional sources of capital. There can be no assurance that such capital would be available at all, or, if available, that the terms of such financing would not be dilutive to other stockholders. If the Company is unable to secure additional capital as circumstances require, it may not be able to continue its operations. BioLife Solutions, Inc., develops, manufactures, and markets patented hypothermic storage and cryopreservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. Its proprietary HypoThermosol(R) ,CryoStor(TM), and BloodStor(TM) biopreservation media products are marketed to companies, laboratories, and academic institutions engaged in research and commercial clinical applications. The Company's line of serum-free and protein-free biopreservation solutions are fully defined and formulated to reduce preservation-induced, delayed-onset cell damage and death. This platform enabling technology provides academic and clinical researchers significant improvement in biologic source material shelf life and also post-thaw isolated cell, tissue, and organ viability and function. BITHORN TRAVEL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bithorn Travel Corporation A&M Tower Suite 700 207 Del Parque Street San Juan, PR 00912 Bankruptcy Case No.: 09-10387 Chapter 11 Petition Date: December 3, 2009 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Carlos Rodriguez Quesada, Esq. Law Office Of Carlos Rodriguez Ques Po Box 9023115 San Juan, PR 00902-3115 Tel: (787) 724-2867 Email: cerqlaw@coqui.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $7,609,900 and total debts of $5,049,460. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/prb09-10387.pdf The petition was signed by Pablo Morales Padillo, president of the Company. BUCKHEAD COMMUNITY: Delays Q3 Report, Expects $15.2-Mil. Net Loss ----------------------------------------------------------------- Buckhead Community Bancorp, Inc., failed to file its Quarterly Report on Form 10-Q by the November 16, 2009 deadline. Buckhead said it could not file the document without unreasonable effort or expense, because it has been unable to complete the preparation of its financial statements for the quarter ended September 30, 2009 within the prescribed time period. Buckhead said the delay in completing the financial statements is primarily due to an ongoing internal analysis of a portion of the loan portfolio of the Company's wholly owned banking subsidiary, The Buckhead Community Bank to accurately quantify the degree to which these assets are impaired in the context of a corresponding evaluation of the appropriateness of the Bank's loan loss reserve. Once this review and evaluation have been completed and the Company's financial statements are prepared, the Company's independent auditors will be given the opportunity to complete a review of the Company's financial statements. The Company continues to dedicate significant resources to the preparation of its financial statements. On Monday, the Troubled Company Reporter said The Buckhead Community Bank, in Atlanta, was closed December 4 by the Georgia Department of Banking and Finance, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with State Bank and Trust Company, Macon, Georgia, to assume all of the deposits of The Buckhead Community Bank. The Company said in a November filing it expects to report a net loss for each of the three and nine months ended September 30, 2009. While the exact magnitude of this loss can not be determined prior to the completion of the review and evaluation, the Company anticipates a loss of at least $15.2 million, or a loss of $2.38 per diluted share, for the quarter ended September 30, 2009, compared to losses of $1.6 million, or $.25 per diluted share, for the quarter ended September 30, 2008. The difference primarily relates to decreases in net interest income, provision for loan losses, and non-interest expenses directly related to non-performing assets. Depending on the level of impairment actually recognized and any corresponding adjustment to the Bank's loan loss reserve, the loss actually reported by the Company could be higher. As of November 6, 2009, The Buckhead Community Bank had total assets of approximately $874.0 million and total deposits of approximately $838.0 million. State Bank and Trust Company did not pay the FDIC a premium for the deposits of The Buckhead Community Bank. In addition to assuming all of the deposits of the failed bank, State Bank and Trust Company agreed to purchase essentially all of the failed bank's assets. The FDIC and State Bank and Trust Company entered into a loss- share transaction on approximately $692 million of The Buckhead Community Bank's assets. State Bank and Trust Company will share in the losses on the asset pools covered under the loss-share agreement. The loss-sharing transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $241.4 million. State Bank and Trust Company's acquisition of all the deposits was the "least costly" resolution for the DIF compared to alternatives. The Buckhead Community Bank is the 125th FDIC-insured institution to fail in the nation this year, and the 22nd in Georgia. BULLY'S SPORTS BAR: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Bully's Sports Bar & Grill, Inc. 3724 Lakeside Drive, Suite 200 Reno, NV 89509 Bankruptcy Case No.: 09-54325 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court District of Nevada (Reno) Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge St Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb09-54325.pdf The petition was signed by Paul Sonner, president of the Company. BUMBLE BEE: Moody's Assigns Corporate Family Rating at 'B1' ----------------------------------------------------------- Moody's Investors Service has assigned a B1 corporate family rating and B1 probability of default rating to Bumble Bee Foods, LLC. In addition, Moody's assigned a B2 rating to the proposed $220 million senior secured notes issuance of Bumble Bee Foods, LLC, Connors Bros. Clover Leaf Seafoods Company and Bumble Bee Capital Corp., as co-issuers and wholly owned subsidiaries of Connors Bros. Holdings, L.P., collectively referred to as Bumble Bee. The rating outlook is stable. The ratings are subject to review of final documentation. Proceeds from the notes offering combined with additional revolver borrowings will be used to redeem approximately $140 million of subordinated notes, repay $80 million of term loans and fund other costs associated with the refinancing, including prepayment premiums. The transaction is expected to initially increase the company's debt levels, however, it is expected to meaningfully reduce Bumble Bee's interest burden and mandatory debt repayments. The B1 CFR reflects Bumble Bee's top-tier position in the U.S. shelf-stable seafood category, particularly in shelf-stable tuna and salmon categories, and leading position in the Canadian shelf- stable seafood category. Moody's views Bumble Bee's categories as relatively stable, mature and supportive of long-term earnings and cash flow consistency. The company's performance benefits from higher margins on its albacore tuna sales (compared to lightmeat tuna), its global sourcing capabilities and ability to pass through fluctuations in fish prices. The ratings incorporate Bumble Bee's limited brand and category diversification outside of its shelf-stable seafood products, an increasingly competitive landscape with modestly declining volumes in the tuna category and its geographic concentration in North America. Bumble Bee's liquidity is considered to be adequate despite the company's heavy reliance on its revolver and limited cash balances. These concerns are somewhat allayed by the company's history of solid cash generation and the expectation for debt reduction to occur in the near-term. Moody's views Bumble Bee's credit metrics as well positioned in the rating category. However, the rating is currently constrained by leverage given Bumble Bee's limited product diversity, the commodity-like nature of canned fish products and the unproven financial policies related to debt reduction initiatives, liquidity and application of unrestricted cash. Bumble Bee's leverage is expected to exceed 4.3x upon completion of the refinancing, adjusted to include 75% of the preferred equity at the investor level above Connors Bros. Holdings, L.P. (approximately $40 million), operating leases and underfunded pension obligations. Positive ratings momentum could surface following a reduction in adjusted leverage to 3.25x, if viewed as sustainable over the long term and coupled with an enhanced liquidity profile. These ratings were assigned * Corporate Family Rating at B1; * Probability of Default Rating at B1; and * $220 million senior secured notes due 2015 at B2 (LGD5, 75%) This rating action assigns the initial ratings to the entities comprising Bumble Bee. Bumble Bee, headquartered in San Diego, California, is the largest producer and marketer of shelf-stable seafood in North America and maintains a leading share in virtually all segments of the U.S. and Canadian shelf-stable seafood categories. Products are sold under the Bumble Bee, Clover Leaf, Brunswick, Snow and Beach Cliff brands. Revenues for the twelve months ending October 3, 2009, were $970 million. CANWEST GLOBAL: Applicants Get Nod for Bar Date Extension --------------------------------------------------------- Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- sought and obtained from Honorable Justice Sarah E. Pepall of the Ontario Superior Court of Justice an order amending the Claims Procedure Order by: (a) setting the CMI Claims Bar Date for any CMI Known Creditor to whom a CMI Claims Package was sent after October 22, 2009, at December 17, 2009; (b) extending the deadline for the CMI Entities to deliver CMI Notices of Revision or Disallowance to CMI Unknown Creditors from November 30, 2009, to December 11, 2009; and (c) extending the deadline for the CMI Unknown Creditors to deliver CMI Notices of Dispute of Revision or Disallowance from December 10, 2009, to December 23, 2009. Lyndon A.J. Barnes, Esq., at Osler, Hoskin & Harcourt LLP, in Toronto, Ontario, relates that with the assistance of FTI Consulting Canada Inc., the Court-appointed monitor under the proceeding under Companies' Creditors Arrangement Act, the CMI Entities used their best efforts to deliver CMI Claims Packages to the CMI Known Creditors, including the CMI Employees, on or before October 22, 2009. On October 22, 2009, the Monitor sent out 1,416 CMI Claims Packages to CMI Known Creditors, other than the CMI Employees, and 1,989 CMI Claims Packages to CMI Employees. According to the Monitor, despite their best efforts to identify all CMI Known Creditors, the CMI Entities identified additional CMI Known Creditors after October 22, 2009. As soon as any additional CMI Known Creditors were identified, CMI Claims Packages were sent to these CMI Known Creditors. As a result, CMI Claims Packages were sent to 313 CMI Known Creditors between October 23, 2009, and November 19, 2009. In order to treat those CMI Known Creditors who were identified after October 22, 2009 equitably and fairly, the CMI Entities and the Monitor believe that any CMI Known Creditor to whom a CMI Claims Package was sent after October 22, 2009, should have at least the same number of days to deliver a CMI Notice of Dispute of Claim as those CMI Known Creditors to whom a CMI Claims Package was sent prior to or on October 22, 2009. Under the Claims Procedure Order, the CMI Known Creditors had from October 22, 2009, until November 19, 2009, or 28 days, to deliver a CMI Notice of Dispute of Claim. Accordingly, the Canadian Court ruled that the CMI Claims Bar Date for any CMI Known Creditor to whom a CMI Claims Package was sent after October 22, 2009, is set at 28 days after the last date on which the CMI Entities sent out CMI Claims Packages or December 17, 2009. The Monitor will deliver letters to all CMI Known Creditors to whom a CMI Claims Package was sent after October 22, 2009, to advise them of the extended CMI Claims Bar Date. Mr. Barnes relates that since the CMI Claims Bar Date, the Monitor has been diligently working to identify and sort the CMI Proofs of Claim and have commenced review of these with the CMI Entities. The CMI Entities and the Monitor are also investigating whether certain of the claims submitted as CMI Proofs of Claim ought to have been submitted as CMI Notices of Dispute of Claim and may, therefore, not require the CMI Entities to deliver CMI Notices of Revision or Disallowance in response the Claims. As of November 27, 2009, the CMI Entities and the Monitor have not reached a final determination of the issue. Despite their best efforts, the Monitor avers, it is apparent that the CMI Entities and the Monitor will be unable to adequately review all of the CMI Proofs of Claim that were received by the CMI Claims Bar Date sufficiently to make determinations on whether to accept, revise or reject the amount of each Claim for voting or distribution purposes by November 30, 2009. Accordingly, the Canadian Court ruled that the November 30, 2009, deadline to deliver CMI Notices of Revision or Disallowance is extended until December 11, 2009. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Asks for Ontario Court Nod to Sell Red Deer Land ---------------------------------------------------------------- Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- ask the Canadian Court for an order: (a) approving the Offer to Purchase and Interim Agreement by and between Canwest Television GP Inc. and Canwest Television Limited Partnership -- the Vendors -- and Jim Pattison Developments Ltd., delivered to the Vendors on November 26, 2009, and accepted by the Vendors on November 27, 2009, which provides for a sale of the real property located at 2840 Bremner Avenue in Red Deer, Alberta together with a building and related assets; (b) authorizing the Vendors and FTI Consulting Canada Inc., the Court-appointed monitor under the proceeding under Companies' Creditors Arrangement Act, to complete all requirements, conditions and transactions contemplated by the Offer to Purchase; (c) vesting all of the Purchased Assets in the Purchaser free and clear of any encumbrances, save and except for the Title Reservations, upon the delivery of an escrow certificate from the Monitor to the Purchaser confirming that all closing deliveries have been made and are being held in escrow pending registration and the registration of the Approval and Vesting Order at the Alberta Land Titles Office; and (d) sealing the confidential supplement to the Monitor's Eighth Report until further order of the Court. CTGP is the current legal owner of the Red Deer Property. CTGP holds title to the Red Deer Property on behalf of CTLP, which is the sole beneficial owner of the Red Deer Property. A single commercial building exists on the Red Deer Property. Until recently, the Vendors operated CHCA-TV out of the main floor of the Building. CHCA-TV was permanently closed on August 31, 2009. Since the closure of CHCA-TV, the Vendors have ceased regular operations at the Red Deer Property. The main floor of the Building is currently unoccupied. The upper level of the Building is currently occupied by Big 105FM Radio (CHUB), a division of Jim Pattison Industrial Ltd., pursuant to a lease agreement dated September 1, 2002, as amended by a lease amendment dated August 3, 2004. The Lease was set to expire on November 30, 2009. The Vendors commenced discussions with various real estate professionals regarding a potential sale of the Red Deer Property in February 2009, following the announcement that Canwest Global was beginning to explore its strategic options in relation to CHCA-TV and certain other E!-branded television stations. According to Lyndon A.J. Barnes, Esq., at Osler, Hoskin & Harcourt LLP, in Toronto, Ontario, in order to determine the fair market value of the Red Deer Property, the Vendors commissioned Colliers International Realty Advisors Inc. and Soderquist Appraisals Ltd. to conduct independent property appraisals. Mr. Barnes relates that a representative of the Jim Pattison Development contacted the Vendors to express interest in the Red Deer Property. Discussions continued over the following several months. Jim Pattison Development is an affiliate of Big 105FM Radio, Mr. Barnes says. Jim Pattison Development delivered an executed Offer to Purchase to the Vendors on November 26, 2009. The Vendors accepted the Offer to Purchase on November 27. Mr. Barnes relates that the Offer to Purchase provides that Jim Pattison Development offers and agrees to purchase the Red Deer Property, together with all buildings, structures, erections, improvements, appurtenances, and fixtures situated in or upon the Red Deer Property, including the transmitter tower and the Chattels, but excluding certain Excluded Improvements. Neither the Vendors nor any of the other CMI Entities have received any other formal expressions of interest in respect of the Red Deer Property or in respect of the related assets, Mr. Barnes tells the Canadian Court. Mr. Barnes notes that, based on current market conditions, the "fair market value" opinions expressed in the Colliers Appraisal and the Soderquist Appraisal, and the opportunity to avoid a lengthy listing period wherein the Building would be vacant or only partially occupied, the Offer to Purchase represents the best possible transaction in the circumstances for the benefit of the CMI Entities and their stakeholders. Mr. Barnes also warns that if the Appraisals or the unredacted copy of the Offer to Purchase are made available to the public and the Property Sale does not close, the CMI Entities will be at a competitive disadvantage, as disclosure of the appraised value of the Red Deer Property and the consideration that the Vendors are willing to accept for the Red Deer Property would significantly weaken the Vendors' ability to bargain with other third parties who may later express an interest in the Red Deer Property. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Reports C$110.7 Mil. Loss for August Quarter ------------------------------------------------------------ Canwest Global Communications Corp reported operating profits before restructuring, impairment and other one-time expenses of $462 million for its fiscal year ended August 31, 2009. The Company undertook extensive operational restructuring initiatives resulting in substantially reduced operating expenses during the year. The Company's operations are well positioned to benefit from an improving Canadian economy, relates an official statement from Canwest. For the fiscal year ended August 31, 2009, the Company's revenues decreased 8% to $2.87 billion and its operating profits before restructuring, impairment and other one-time expenses decreased by 25% to $462 million. For the twelve month period the Company reported a net loss of $1.69 billion including $1.42 billion in non-cash impairment losses on goodwill, intangible assets and property and equipment, interest rate and foreign currency swap losses of $150 million and foreign exchange gains of $278 million. The results reflect the impact of the extraordinary decline in advertising revenue. In fiscal 2009, the Company responded with restructuring and workforce reduction initiatives which reduced operating expenses by approximately $213 million, of which the Canadian operations accounted for $141 million. Through these actions and those taken with respect to the E! network the Company's Canadian workforce was reduced by 16% or 1,372 positions. For the three months ended August 31, 2009, revenues were $624 million compared to $721 million for the same period last year. Operating profit for the fourth quarter before restructuring and impairment expenses was $52 million compared to $60 million a year earlier. For the quarter, the Company reported a net loss of $111 million or a loss of $0.62 per share. In millions of dollars, except Three Months Ended Twelve Months Ended per share amts. August 31 August 31 --------------- ------------------ ------------------- 2009 2008 Change 2009 2008 Change ---- ---- ------ ---- ---- ------ Reported Results Revenues 624 721 (13%) 2,867 3,127 (8%) Operating profit before restructuring, 52 60 (14%) 462 616 (25%) impairments and other one time expenses Operating profit 25 60 (58%) 310 551 (44%) Net loss (111) (1,019) (1,689)(1,042) EPS (0.62) (5.74) (9.51) (5.87) "While the abrupt and unprecedented decline in advertising revenue had a significant impact on Canwest, most business units continued to perform better than the industry average with online and specialty television reporting growth even in the face of the recession," Canwest President and CEO Leonard Asper said. Mr. Asper added: "During this difficult time we have taken swift action to not only adjust our business model through aggressive cost reductions, but have taken actions including developing new online platforms, launched and rebranded new channels, that have allowed us to expand our audiences and position the business units to be even stronger competitors as the economy begins to rebound." Segment Results Publishing Revenues for the Company's publishing operations for the fourth quarter were $238 million, 20% lower than revenues of $299 million for the same period in fiscal 2008. Publishing operating profit of $25 million for the fourth quarter was down 54% from $54 million in fiscal 2008. For the twelve months ended August 31, 2009, revenues were $1,099 million and operating profit was $177 million down 15% and 40% respectively, from last year. The declines in revenues and operating profits, although partially offset by lower operating expenses, continue to reflect the impact of economic pressures felt across all markets. Canadian Television Combined (Canadian Television and CW Media) Canadian television operations, including the CW Media specialty television operations, reported fourth quarter revenues of $184 million, 11% lower than the same period in the previous year. Operating profit in the fourth quarter was $12 million, compared to a loss of $0.4 million the previous year. For the twelve months ended August 31, 2009, revenues were $1 billion, down 3%, and operating profit was $194 million, up 18%, from the prior year. These results continue to reflect the industry leading performance of the specialty television operations and continued focus on cost containment initiatives. Australian Television Network TEN's fourth quarter revenue of $171 million was down 3%, as compared to the same quarter in fiscal 2008. Network TEN's fourth quarter operating profit of $19 million was up 60% from $12 million a year earlier. For the twelve months ended August 31, 2009, reported revenues were $636 million and operating profit was $118 million, down 15% and 36% respectively, from last year. These results continued to be impacted by the difficult Australian advertising market and the effect of a weaker currency relative to the Canadian dollar throughout fiscal 2009. Highlights * On October 5, 2009, Canwest entered into a support agreement with the members of the ad hoc committee of 8% noteholders (the "Ad Hoc Committee") of Canwest Media Inc. ("CMI"), whereby, subject to certain conditions, the Ad Hoc Committee agreed to support a recapitalization plan in respect of CMI. As part of the implementation of the recapitalization plan, and in accordance with the support agreement, the Company together with certain of its subsidiaries, voluntarily filed for creditor protection under the Companies' Creditors Arrangement Act (Canada) ("CCAA") on October 6, 2009. * On October 1, 2009, Canwest completed the sale of all its interest in Ten Network Holdings Limited ("TNHL"). Net proceeds of $618 million were used to repay the 12% secured notes issued by CMI and Canwest Television Limited Partnership, advances under the CIT Business Credit Canada Inc. ("CIT") credit facility, partially repay amounts outstanding under the 8% CMI notes and for general corporate purposes. * On August 31, 2009, Canwest Limited Partnership reached a forbearance agreement with the administrative agent under its senior secured credit facility whereby the administrative agent agreed to forbear from acting on certain defaults in the Limited Partnership's senior credit agreement to November 9, 2009. Canwest Limited Partnership and its senior lenders are in discussions regarding a further extension of the forbearance period and regarding the framework for a potential financial restructuring. * For the year, Canwest conventional television's 7% revenue decline outperformed the Canadian Conventional television advertising market's decline of 12%. The Global network is off to its best Fall in over half a decade with its primetime audience increasing by 56% for total viewers nationally and 37% for Adults 18-49. * Global continues to be solidly positioned for audience growth with returning hit shows every night of the week from House, to NCIS, to Survivor, to Family Guy and Bones. It has added to this lineup some of the most popular new shows on television including Glee, NCIS: LA, The Cleveland Show, Lie to Me and The Good Wife. * Global now owns half of the Top 10 programs in the country, and in the key markets of Toronto, Calgary and Vancouver, Global has four, five and six of the Top 10 programs, respectively. * House remains Canada's #1 Show -- nationally and in all key markets. Global is also home to the season's top three breakout hit series and 10 of the Top 20 overall programs. * For the year, Canwest specialty channels outperformed the Canadian Specialty advertising market demonstrating 3% growth while the industry declined by 2%. * Canwest has 4 of the top 10 specialty analog channels with History Television at number 3 with its audience increasing by 14%. * Canwest maintained its dominance of specialty digital channels having all 5 out of the Top 5 digital channels. * Canwest Publishing signed distribution agreements that support the Company's strategy to ensure that its content is available to people wherever they want it and ensuring that advertisers are able to reach the consumers that they want. * Canwest's daily newspapers and canada.com went live with mobile-optimized versions of their destination news and information websites for consumers on-the-go and at work. * Canwest Publishing reached an agreement with Amazon to carry the Company newspaper content on their Kindle devices. The National Post will be the first product available on Kindle followed by Canwest's other major daily newspapers within a few months. * Canwest's digital network attracted on average 6.3 million unique visitors monthly and compared to last year, moved up one place to become the 5th ranked portal on the comScore ranking. * canada.com Newspapers ranked No. 1 in the newspaper category with 2.9 million unique monthly visitors, an increase of 33% from the fourth quarter last year. * Global News unveiled its redesigned comprehensive news portal, News.globaltv.com. Boasting the combined resources of Canada's largest news operation, the new collection of sites includes redesigned national, international and local news pages in a user-friendly multimedia design. Canwest Restructuring CMI is in default under the terms of its 8% senior subordinated unsecured notes indenture as a consequence of the non payment of interest due in September 2009. On October 5, 2009, Canwest Global Communications Corp. entered into a Support Agreement with the Ad Hoc Committee which sets out the terms and conditions of a proposed recapitalization transaction (the "Recapitalization Agreement"). The proposed recapitalization transaction is supported by members of the Ad Hoc Committee representing over 70% of the outstanding principal amount of 8% senior subordinated notes issued by CMI. The support of the proposed recapitalization transaction by the Ad Hoc Committee is subject to the satisfaction of a number of conditions and the Recapitalization Agreement may be terminated under certain circumstances. After consideration of all other alternatives, the Company determined, with the support of the Ad Hoc Committee that a financial and corporate restructuring could be most effectively achieved within the framework of creditor protection proceedings. On October 6, 2009, pursuant to the Recapitalization Agreement Canwest voluntarily applied for and successfully obtained an order from the Ontario Superior Court of Justice (the "Court") providing creditor protection under the CCAA for Canwest Global Communications Corp., Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain non-operating subsidiaries. Canwest Limited Partnership (and its subsidiaries including Canwest Publishing Inc.) and CW Investments Co. (and its subsidiaries including CW Media Holdings Inc.) are not included in these proceedings. Through the term of the CCAA proceedings, the applicants remain in possession of their assets and properties and will continue to operate the businesses with the assistance of the Court appointed monitor and under the supervision of the Court. The Company has secured debtor-in-possession financing from CIT to $100 million, which together with liquidity provided from the sale of the Company's 50.1% shareholdings in TNHL, is expected to be sufficient to fund operations until the expected date when the recapitalization transaction is completed. Canwest Limited Partnership, is in default under the terms of its senior secured credit facilities, its senior subordinated unsecured credit facility and its senior subordinated unsecured notes indenture as a result of, among other things, it discontinuing interest and principal payments effective in May 2009 and its failure to satisfy the demand for immediate repayment of its obligations related to certain hedging derivative instruments which were terminated as a consequence of the foregoing defaults. Effective August 31, 2009, Canwest Limited Partnership entered into a forbearance agreement with the administrative agent under the senior secured credit facility under which the administrative agent has agreed to not take any steps with respect to certain defaults that arose under the senior secured credit facility prior to that date and to work with management of Canwest Limited Partnership to develop and implement a consensual pre-packaged restructuring, recapitalization or reorganization of Canwest Limited Partnership and its subsidiaries. In accordance with the terms of the forbearance agreement, the lenders cancelled all undrawn amounts under the revolving credit facility. Canwest Limited Partnership agreed to pay the interest owing and the continuing interest on its senior secured loans and on the amounts outstanding under the terminated hedging arrangements. The forbearance agreement is subject to a number of conditions and requires the achievement of certain milestones. The term of the agreement, originally October 31, 2009, was extended to November 9, 2009. This agreement has expired, however, Canwest Limited Partnership and its lenders under the senior secured credit facilities continue discussions regarding the framework for a potential financial restructuring. These creditors could demand the immediate repayment of the amounts outstanding. While the Company is pursuing the financial restructuring that it requires to recapitalize the Company and reduce its debt obligations it remains focused on improving operational efficiency and continues to execute its business strategy across all lines and win market share in a recovering economy. Canwest will not be hosting a quarterly conference call/audio webcast to discuss fourth quarter fiscal 2009 results. Canwest Global Communications Corp. financial statements and Management's Discussion and Analysis for three and twelve months ended August 31, 2009 are available on the Company's Web site http://www.canwest.com Financial statements and Management's Discussion and Analysis for three and twelve months ended August 31, 2009, for Canwest Media Inc. can be found on http://www.canwest.com Financial statements and Management's Discussion and Analysis for three and twelve months ended August 31, 2009, for Canwest Limited Partnership can be found on http://www.canwest.com Financial statements for Ten Network Holdings Limited can be found at http://www.tencorporate.com.au. A full-text copy of Canwest's Year-End Financial Results is available for free at: http://bankrupt.com/misc/NTK_4QResults.pdf CANWEST GLOBAL COMMUNICATIONS CORP. Consolidated Balance Sheet As of August 31, 2009 ASSETS Current Assets Cash and cash equivalents C$106,051,000 Restricted cash 16,402,000 Accounts receivable 466,232,000 Inventory 6,618,000 Investment in broadcast rights 266,940,000 Future income taxes 16,273,000 Other current assets 41,316,000 Assets of discontinued operations 0 919,832,000 Other investments 9,152,000 Investment in broadcast rights 209,123,000 Property and equipment 644,108,000 Future income taxes 241,968,000 Other assets 37,868,000 Intangible assets 1,462,487,000 Goodwill 1,142,431,000 Assets of discontinued operations 0 --------------- C$4,666,969,000 =============== LIABILITIES Current Liabilities Accounts payable and accrued liabilities C$573,944,000 Income taxes payable 34,485,000 Broadcast rights payable 109,805,000 Deferred revenue 36,713,000 Future income taxes 38,268,000 Current portion of long-term debt & obligations 2,339,562,000 Current portion of hedging derivative instruments 24,522,000 Current portion of derivative instruments 6,497,000 Liabilities of discontinued operations 0 3,163,796,000 Long-term debt 1,193,782,000 Hedging derivative instruments 74,112,000 Derivative instruments 3,083,000 Obligations under capital leases 3,872,000 Other long-term liabilities 222,561,000 Future income taxes 159,827,000 Deferred gain 174,017,000 Puttable interest in subsidiary 645,216,000 Minority interest 125,147,000 Liabilities of discontinued operations 0 --------------- 5,765,413,000 --------------- Going concern Commitments, contingencies and guarantees Subsequent events SHAREHOLDERS? DEFICIENCY Capital stock 852,375,000 Contributed surplus 17,239,000 Deficit (1,927,911,000) Accumulated other comprehensive loss (40,147,000) (1,968,058,000) (1,098,444,000) --------------- C$4,666,969,000 =============== CANWEST GLOBAL COMMUNICATIONS CORP. Consolidated Statement Of Loss For The Three Months Ended August 31, 2009 Revenue C$624,394,000 Operating expenses 572,720,000 Restructuring expenses 22,916,000 Broadcast rights write-downs 3,534,000 Retirement plan curtailment expense 27,000 --------------- 25,197,000 Amortization of intangible assets 1,952,000 Amortization of property and equipment 25,036,000 Other amortization 78,000 --------------- Operating income (1,869,000) Interest expense (80,080,000) Accretion of long-term liabilities (43,139,000) Interest income 449,000 Interest rate and foreign currency swap 7,164,000 Foreign exchange gains (losses) (6,939,000) Investment gains, losses and write-downs 58,938,000 Impairment loss on property and equipment - Impairment loss on intangible assets - Impairment loss on goodwill (28,250,000) --------------- (93,726,000) Provision for (recovery of) income taxes 13,452,000 --------------- Loss before the following (107,178,000) Minority interest (4,020,000) Interest in earnings of equity accounted affiliates 171,000 Realized currency translation adjustment 107,000 --------------- Net loss from continuing operations (110,920,000) Gain from sale of discontinued operations 195,000 Loss from discontinued operations - --------------- Net earnings from discontinued operations 195,000 --------------- Net loss for the period (C$110,725,000) =============== CANWEST GLOBAL COMMUNICATIONS CORP. Consolidated Statement Of Loss For The Year Ended August 31, 2009 Revenue C$2,867,459,000 Operating expenses 2,405,452,000 Restructuring expenses 72,158,000 Broadcast rights write-downs 48,756,000 Retirement plan curtailment expense 31,327,000 --------------- 309,766,000 Amortization of intangible assets 7,978,000 Amortization of property and equipment 104,590,000 Other amortization 412,000 --------------- Operating income 196,786,000 Interest expense (324,672,000) Accretion of long-term liabilities (109,196,000) Interest income 2,445,000 Interest rate and foreign currency swap (150,327,000) Foreign exchange gains (losses) 277,952,000 Investment gains, losses and write-downs 52,512,000 Impairment loss on property and equipment (32,418,000) Impairment loss on intangible assets (226,341,000) Impairment loss on goodwill (1,158,339,000) --------------- (1,471,598,000) Provision for (recovery of) income taxes 165,181,000 --------------- Loss before the following (1,636,779,000) Minority interest 3,000 Interest in earnings of equity accounted affiliates 1,181,000 Realized currency translation adjustment (718,000) --------------- Net loss from continuing operations (1,636,313,000) Loss from sale of discontinued operations (8,755,000) Loss from discontinued operations (44,201,000) --------------- Net loss from discontinued operations (52,956,000) --------------- Net loss for the year (C$1,689,269,000) =============== CANWEST GLOBAL COMMUNICATIONS CORP. Consolidated Statement of Cash Flows For The Year Ended August 31, 2009 CASH GENERATED (UTILIZED) BY: OPERATING ACTIVITIES Net loss for the year (C$1,689,269,000) Net loss from discontinued operations 52,956,000 Items not affecting cash Amortization 112,980,000 Net non-cash interest expense 49,172,000 Accretion of long-term liabilities 109,196,000 Future income taxes 151,060,000 Realized foreign currency translation adjustments 718,000 Interest rate and foreign currency swap losses 29,311,000 Broadcast rights write-downs 48,756,000 Impairment loss on property and equipment 1,417,098,000 Investment gains, losses and write-downs (52,512,000) Pension expense in excess of (less than) employer contributions (6,7 58,000) Minority interest (3,000) Earnings of equity accounted affiliates (1,181,000) Foreign exchange (gains) losses (277,011,000) Stock based compensation expense 2,935,000 Repayment of non-cash accrued interest on long-term debt 0 --------------- (52,552,000) Changes in non-cash operating accounts (68,907,000) --------------- Cash flows from operating activities of continuing operations (121,459,000) Cash flows from operating activities of discontinued operations 16,920,000 Cash flows from operating activities (104,539,000) INVESTING ACTIVITIES Other investments 10,486,000 Restricted cash (2,500,000) Hollinger settlement 34,000,000 Proceeds from sale of discontinued operations 15,951,000 Payment of acquisition costs 0 Cash from equity accounted affiliates 0 Proceeds from sale of property and equipment 14,062,000 Purchase of property and equipment (79,330,000) Investing activities of discontinued operations (27,000) --------------- (7,358,000) FINANCING ACTIVITIES Issuance of long-term debt, net of financing costs 98,950,000 Repayment of long-term debt (7,250,000) Advances (repayments) of revolving facilities (154,483,000) Settlement of hedging derivative instruments 104,827,000 Swap recouponing payments 5,000,000 Payments of capital leases (3,651,000) Share issuance by Ten Network Holdings Limited 120,671,000 Payment of distributions to minority interest (18,621,000) --------------- 145,443,000 --------------- Foreign exchange gain (loss) on cash denominated in foreign currencies (957,000) --------------- Net change in cash and cash equivalents 32,589,000 Cash and cash equivalents ? beginning of year 73,462,000 --------------- Cash and cash equivalents ? end of year C$106,051,000 =============== About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CARE FOUNDATION: Has Until March 30 to Solicit Acceptances of Plan ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Tennessee to extended until March 30, 2010, Care Foundation of America, Inc., et al.'s exclusive period to obtain acceptance of their Joint Plan of Reorganization. Based in Nashville, Tennessee, Care Foundation of America, Inc., is a nonprofit corporation. Care Foundation and its affiliates each own certain real estate, improvements, and fixtures in the Tampa Bay, Florida that each one in turn leases to Health Services Management, Inc., and its wholly owned subsidiaries for use as a skilled nurning facility. The facilities are known as Ayers Health & Rehabilitation Center, Brooksville Healthcare Center, Bear Creek Nursing Center, Heather Hill Healthcare Center, Royal Oak Nursing Center, and as Cypress Cove Care Center. The Company and five affiliates filed separate petitions for Chapter 11 relief on December 31, 2008 (Bankr. M.D. Tenn. Lead Case No. 08-12367). David E. Lemke, Esq., at Waller Landsden Dortch & Davis, represents the Debtors as counsel. When the Debtors filed for protection from their creditors, they listed total assets of between $50,000,000 and $100,000,000, and total debts of between $1,000,00 and $10,000,000. CARNEROS III: DBRS Downgrades Series A, B, C & E Notes to 'C' ------------------------------------------------------------- DBRS has downgraded the Series A, B, C and E Notes (collectively, the Notes) issued by Carneros plc III (the Transaction). The Series A and E Notes have been downgraded to C from CCC, and the Series B and C Notes have been downgraded to C from CCC (low). The Transaction was originated in May 2006 with an initial term of approximately ten years. The Transaction consists of customized synthetic investment-grade CDO tranches, with separate credit default swaps for each series of notes. Credit enhancement for each series of Notes is provided by subordination from all lower tranches. On January 2, 2009, the Notes were downgraded due to a number of the portfolio's underlying reference entities experiencing significant downgrades. In the first quarter of 2009, multiple mortgage insurers experienced severe rating migration. The Transaction has significant exposure to mortgage insurers, and two of the insurers referenced by the portfolio suffered downgrades of five to eight notches. As a result, the Notes were downgraded to CCC or lower on March 6, 2009. Since the previous rating actions, credit events have been triggered for Syncora Guarantee Inc. (Syncora) and Idearc Inc. (Idearc). The Transaction has 1.25% exposure to Syncora and 0.50% to Idearc. Based on the final recovery amounts, the losses to the portfolio from the Syncora and Idearc credit events are 166 basis points (bps). These losses significantly reduced the subordination available to each series of notes. Furthermore, a credit event was recently triggered for CIT Group Inc. (CIT); the Transaction has 2.00% exposure to CIT. Using the International Swaps and Derivatives Association (ISDA) protocol, a recovery rate of 68.125% was determined for CDS referencing CIT. The Transaction does not use the ISDA protocol to determine final valuations; however, if the ISDA result were applied, the resulting loss to the portfolio would cause first dollar loss for the Series B and C Notes, and the Series A and E Notes would be left with less than 40 bps of remaining subordination. As a result, ratings on the Series A, B, C and E Notes have been downgraded to C. The Transaction has the following challenges: * The portfolio has 2% exposure to both MBIA Insurance Corporation and Ambac Assurance Corporation. If either entity experiences a credit event, the resulting loss will likely cause first dollar loss to all series of Notes. * The thickness of the Transaction's CDO tranches is only 1.0% of the total portfolio notional amount. If enough losses accumulate to breach the subordination provided to a series of the Notes, each subsequent default or loss will result in a large percentage of the initial investment being lost. As a result, there would be potential for investors to lose their entire investment under such a scenario. * Of the portfolio's underlying ratings (notional-weighted), 57% are currently on negative watch or negative trend by at least one rating agency. For each series of Notes, the scheduled termination of the credit default swap is June 20, 2016. DBRS is actively monitoring the credit quality of the Transaction and will provide further updates as necessary. CATHOLIC CHURCH: Jesuits Face 500 Claims Over Sexual Abuse ---------------------------------------------------------- John Stucke at The Seattle Times says more than 500 people filed claims against Oregon Province of the Society of Jesus accusing Jesuits of sexually abusing children. Mr. Stucke relates the alleged victims demands payouts asserting that the province remains a wealth organization that misstated its financial standing. They asserted that the Jesuits own Gonzaga University, Gonzaga Preparatory School, and Seattle University, he notes. The Jesuits settled 200 additional sex-abuse claims including claims by 110 Alaska Natives, who settled for $50 million last year, Mr. Stuck says. Based in Portland, Oregon, Society of Jesus Oregon Province filed for Chapter 11 protection on February 17, 2009 (Bankr. D. Oreg. Case No. 09-30938). Alex I Poust, Esq., Howard M. Levine, Esq., and Thomas W. Stilley, Esq., at Sussman Shank LLP, represent the Debtor. In its petition, the Debtor has $4,820,386 in total assets, and $61,775,829 in total debts. CENTRAL VERMONT: Moody's Affirms 'Ba2' Preferred Stock Rating ------------------------------------------------------------- Moody's Investors Service assigned a Baa3 Issuer Rating for Central Vermont Public Service Corporation and also assigned a Baa1 senior secured rating to the company's currently outstanding first mortgage bonds, which were previously unrated by Moody's. At the same time, Moody's affirmed CVPS' current Ba2 preferred stock rating and the company's current stable rating outlook. The rating actions take into account CVPS's primarily regulated business and operating risks; the adequacy of the utility's power supply portfolio; and the strength of its financial profile, including liquidity supported by a committed multi-year revolver. The rating also reflects the degree of regulatory support provided by the Vermont Public Service Board. "We have observed an improving trend in the regulatory relationships between the Vermont Department of Public Service, the VPSB and CVPS in recent years", said Moody's Vice President and Senior Analyst, Kevin Rose. "This is most notable through a three-year Alternative Regulation Plan approved in 2008, which improves the certainty and timeliness of the company's cost recovery", Rose added. CVPS has had a relatively strong financial profile over the 2006 - 2008 period, with CFO pre-w/c to interest and debt metrics averaging around 4.0x and 20%, respectively. Although the company's financial profile is expected to decline somewhat, given the assumed debt financing for a portion of its significantly higher capital expenditure program over the next five years, key metrics should still remain within the Baa-rating category, according to the Regulated Electric and Gas Utilities Rating Methodology published in August 2009. Key credit issues going forward include the ongoing efforts in the state to extend the operating license for the Vermont Yankee nuclear power plant and the need for CVPS to extend and/or replace the significant power supply contracts it has in place with the current owners of VY and Hydro Quebec (i.e., CVPS currently derives nearly 74% of its power needs from these two sources). Moreover, Moody's consider the ARP approach to ratemaking to be credit positive to date, so extension of this approach in a similarly supportive form beyond 2011 (the current expiration of the existing ARP period) will also have a bearing on the future credit quality of CVPS. Ratings assigned include: Issuer Rating at Baa3 * 8.91% Series JJ First Mortgage Bonds due 12/15/2031 at Baa1 * 6.9% Series OO First Mortgage Bonds due 12/15/2023 at Baa1 * 5.0% Series SS First Mortgage Bonds due 6/15/2011 at Baa1 * 5.72% Series TT First Mortgage Bonds due 6/15/2019 at Baa1 * 6.83% Series UU First Mortgage Bonds due 5/15/2028 at Baa1 Ratings affirmed include: * Preferred Stock at Ba2 The last rating action for CVPS was October 26, 2001, when Moody's upgraded the company's preferred stock rating to Ba2 from Ba3 with a stable rating outlook. Central Vermont Public Service Corporation is Vermont's largest vertically integrated electric utility, serving to approximately 159,000 customers. The company is headquartered in Rutland, Vermont. CHARLES DAVID MCINTYRE: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Joint Debtors: Charles David McIntyre aka McIntyre Properties aka David McIntyre Janet Rowland McIntyre aka Janet Lynn Rowland McIntyre 327 Austin Drive Gaffney, SC 29340 Bankruptcy Case No.: 09-09064 Chapter 11 Petition Date: December 3, 2009 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: Helen E. Burris Debtor's Counsel: Robert H. Cooper, Esq. 3523 Pelham Road, Suite B Greenville, SC 29615 Tel: (864) 271-9911 Email: bknotice@thecooperlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. CHRYSLER LLC: To Settle Issues with 789 Discontinued Dealers ------------------------------------------------------------ BankruptcyData reports that Chrysler has said that it has agreed to offer a binding independent review process for discontinued dealers. "Chrysler Group LLC appreciates the leadership that Senate Majority Whip Richard Durbin, House Majority Leader Steny Hoyer and their staffs have displayed in the effort to settle issues regarding discontinued dealers amicably. As a result of these discussions, Chrysler has agreed to provide a binding independent review process for discontinued dealers, with the understanding that this binding independent review is an alternative to federal legislation affecting Chrysler's dealer network," the Fiat SpA and the U.S. government owned automaker said in a statement. "As a show of good faith, Chrysler is implementing the binding independent review process today... A detailed letter describing the offer will be mailed to all 789 discontinued dealers on or before December 10, 2009, and the process will begin at that time . . . . The road to recovery for Chrysler required the company to make some very difficult decisions and sacrifices in order to build a vibrant new company. While Chrysler has not closed the door to further discussion with the dealer groups, Chrysler believes that the process it offers today fully addresses concerns that Congress and the discontinued dealers have raised: it provides transparency, a right of appeal, and opportunities to join the new dealer network. Moving forward with this process today enables us to focus our efforts on the business of servicing our current dealer network and building and selling new Chrysler, Jeep, Dodge and Ram vehicles -- our best way to repay the nation's support." About Chrysler Group LLC Headquartered in Auburn Hills, Michigan, Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep, Ram, Dodge, Mopar and Global Electric Motorcars (GEM) brand vehicles and products. 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) CIRCLE BUILDING LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Circle Building, LLC Post Office Box 6868 Hilton Head Island, SC 29928-6868 Bankruptcy Case No.: 09-09119 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: Robert Brizendine Debtor's Counsel: Felix B. Clayton, Esq. Law Office of Felix B. Clayton P.O. Box 1044 Beaufort, SC 29901 Tel: (843) 379-9363 Fax: (843) 379-9844 Email: butch@butchclaytonlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 According to the schedules, the Company has assets of $1,700,000, and total debts of $1,684,683. The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Eugene J. Laurich, managing member of the Company. COATES INT'L: Reports $688,830 Net Loss for September 30 Quarter ---------------------------------------------------------------- Coates International, Ltd., reported a net loss of $688,830 for the three months ended September 30, 2009, from a net loss of $101,965 for the year ago period. The Company reported a net loss of $419,338 for the nine months ended September 30, 2009, from a net loss of $602,659 for the year ago period. The Company did not earn any revenue during the quarter. The Company earned revenue of $490,183 from research and development and gain on sale of land and building for the 2008 third quarter. Revenues were $1,668,479 for the nine months ended September 30, 2009, from $1,190,183 for the year ago period. At September 30, 2009, the Company had total assets of $3,124,762 against total liabilities of $3,423,420, resulting in $298,658 in stockholders' deficiency. In October 2009, the Company entered into a joint venture arrangement with an independent third party for the purpose of undertaking a private offering of collateralized zero coupon bonds to institutional investors. If successful, the net proceeds are expected to be approximately $300 million, which would become available to the Company for working capital purposes as needed to fulfill its business plan. The Company intends to use a large portion of the net proceeds over the first 12 months for the start up capital necessary to commence production in New Jersey while it is setting up large scale manufacturing in Oklahoma. Thereafter, remaining net proceeds from this offering would be employed in establishing additional large scale manufacturing for other applications of its CSRV system technology. The Company is required to pay an up front $400,000 engagement and services fee to its JV partner. The Company paid $50,000 of this fee in October 2009. Although the Company will own 90% of the JV entity, it will be allocated 100% of the JV entity's profits and losses. Although the JV entity would be the issuer of the zero coupon bonds, the JV entity would have liens on all of the assets of the Company, including all of its intellectual property. This entity's financial condition and results of operations will be required to be consolidated into the Company's financial statements in future reporting periods. Issuance of Promissory Notes In late October 2009, the Company received $100,000 from The Coates Family Trust, a trust owned and controlled by George J. Coates and $100,000 from one of its directors and issued promissory notes which mature in July 2010 and provide for interest at the rate of 17% per annum, compounded monthly. A transaction fee of $7,500 related to each promissory note is also payable at maturity. For accounting purposes, the transaction fees will be amortized to interest expense over the term of the promissory notes resulting in a combined effective annual rate of interest of approximately 28.7%. Grant of Employee Stock Options In November 2009, the Company granted 50,000 employee stock options each to George J. Coates and one of its directors pursuant to the Stock Plan. Each stock option vests upon one year of service, expires in November 2024 and may be exercised to purchase one share of the Company's common stock at a price per share of $0.43. Going Concern The Company said it incurred net losses for the three and nine month periods ended September 30, 2009 and, except for the year ended December 31, 2008, has incurred recurring annual net losses since inception. As of September 30, 2009, the Company had a Stockholders' Deficiency of $299,000. At September 30, 2009, the Company had negative working capital of ($2,285,000), compared with negative working capital of ($34,000) at December 31, 2008. In addition, the current economic environment, which is characterized by tight credit markets, investor uncertainty about how to safely invest funds and low investor confidence, has introduced additional risk and difficulty in the Company's challenge to secure needed additional working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management has instituted a cost control program intended to cut variable costs to only those expenses that are necessary to complete its activities related to entering the production phase of its operations, develop additional commercially feasible applications of the CSRV technology, seek additional sources of working capital and cover the general and administrative expenses in support of such activities. The Company has been actively undertaking efforts to secure new sources of working capital. During the nine months ended September 30, 2009, the Company received $690,000 from research and development fees and received proceeds of approximately $676,000 from the sale of common stock and warrants. The Company continues to actively seek out new sources of working capital; however, there can be no assurance that it will be successful in these efforts. Weiser LLP, in New York, expressed substantial doubt about Coates International's ability to continue as a going concern after auditing the financial statements for year ended December 31, 2008. The auditing firm said that the Company continues to have negative cash flows from operations, recurring losses from operations in prior years, and has a stockholders' deficiency. About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. COHARIE HOG: Has Until March 7 to File Plan of Reorganization ------------------------------------------------------------- The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern District of North Carolina ordered Coharie Hog Farms, Inc. to file a disclosure statement and plan of reorganization on or before March 7, 2010. Clinton, North Carolina based Coharie Hog Farm, Inc., says it has been one of the largest swine producers in the U.S., supplying more than 500,000 hogs a year to a plant operated by Smithfield Foods Inc. It produced more than 140 million pounds of pork annually. The closely held operation has six storage facilities with 3.9 million bushels of capacity. The business used more than 100 contract farmers to raise hogs for market. Anne Faircloth owns 75% of the Company and Nelson Waters owns the remaining quarter. Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D. N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, represents the Debtor in its Chapter 11 effort. The petition says assets and debts range from $10,000,001 to $50,000,000. COLONIAL BANCGROUP: Pursuing Right to Use More Cash --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Colonial BancGroup Inc. is asking the Bankruptcy Court for an order allowing it to use cash from assets that haven't yet been liquidated. Earlier in the case, the bankruptcy court authorized using $1.43 million in cash from one of several bank accounts holding a total of $38.4 million. Alabama taxing authorities, Branch Banking & Trust Co., and the FDIC all claim security interests in the deposit accounts. According to the report, to avoid a fight over whether it can use cash representing collateral for secured lenders' claims, Colonial is seeking the right to use proceeds from assets it doesn't believe are subject to secured claims. The first asset likely to be freed for use is funds being held for deferred compensation. Companies in bankruptcy frequently contend that funds of the type aren't held in trust and are unencumbered assets, Mr. Rochelle says. About Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) provides diversified financial services, including retail and commercial banking, wealth management services, mortgage banking and insurance products. The BancGroup derives substantially all of its income from Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operates 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial BancGroup's banking unit Colonial Bank, Montgomery, AL, was closed by the Alabama State Banking Department and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. Colonial BancGroup filed for Chapter 11 bankruptcy protection on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in its restructuring efforts. The Company listed $45,000,000 in assets and $380,000,000 in debts in its bankruptcy filing. CONNORS BROS: S&P Assigns Corporate Credit Rating at 'B+' --------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to San Diego, California-Based Connors Bros. L.P. The outlook is stable. At the same time, S&P assigned a 'B+' senior secured and a '4' recovery rating to a planned $220 million senior secured note offering due 2015. The '4' recovery rating indicates S&P's expectation of average recovery (30% to 50%) in the event of a payment default. Co-issuers of the note offering will be Bumble Bee Foods LLC, Connors Bros. Clover Leaf Seafoods Co., and Bumble Bee Capital Corp., all wholly owned subsidiaries of Connors Bros. L.P. The notes will be issued pursuant to Rule 144A with registration rights, and proceeds will be used primarily to refinance existing debt. Approximately $422 million of funded debt is expected to be outstanding at the closing of the planned transaction. "The ratings on Connors Bros. L.P. reflect the company's narrow product focus, limited international diversity, mature growth prospects for shelf-stable seafood products, potential impact on volumes sold from price increases, and relatively low operating margins," said Standard & Poor's credit analyst Patrick Jeffrey. Offsetting these negatives, the company benefits from its leading market positions in shelf-stable seafood, well recognized brands, and solid credit measures for the rating. S&P believes Connors Bros. has a narrow product focus with more than 90% of its total sales in shelf-stable seafood with the majority of these sales in the tuna category. As a result, it is S&P's opinion that the company's operations could be materially affected by a product recall or quality issues, particularly relating to tuna. Although Connors Bros. L.P. and its predecessor entity Connor Bros. Income Fund have not had a significant recall in heir seafood business, Connor Bros. Income Fund did have a recall in its red meats business in 2007 that materially affected its operations. This business was divested in 2008. S&P expects that relatively stable demand for Connors Bros. products will result in credit protection measures consistent with the rating over the next year. S&P would consider a higher rating if the company continues to improve its operating margins, reduce leverage, and materially enhance its liquidity through increased revolver availability. S&P would also consider a lower rating if the company's debt leverage substantially increased and was approaching 6x. S&P estimates this could result from a mid- single-digit decline in sales and a 350 basis point drop in operating margins. COYOTES HOCKEY: Glendale Seeks to Convert Case to Chapter 7 ----------------------------------------------------------- Law360 reports that the city of Glendale, Ariz., has filed an emergency bid to convert the Chapter 11 proceedings of the National Hockey League's Phoenix Coyotes to a Chapter 7 bankruptcy to cut costs, now that the hotly contested sale of the team to the league has wrapped up. 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. COYOTES HOCKEY: Cardinals Opposes Glendale's Tax Assessment Idea ---------------------------------------------------------------- Phoenix Business Journal's Mike Sunnucks reports that the city of Glendale came up with an idea to create a special taxing district to assess new taxes and fees on Westgate City Center business, and tickets to Arizona Cardinals' football games to help Phoenix Coyotes but the Cardinals protested any tax or fee assessment. 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. CROSLAND: Puts Property Under Bankruptcy to Avert Foreclosure ------------------------------------------------------------- Will Boye, staff writer at Charlotte Business Journal, reports that Crosland filed for Chapter 11 bankruptcy to avert a foreclosure sale of its 6,6000-square-foot property at Providence Commons Shopping Center sought by Crosland First Bank, a subsidiary of The South Financial Group Inc. A judge granted the bank to foreclose Crosland's property last month, Mr. Boye says. Mr. Boye, citing papers filed with the court, says Crosland owns the property under bankruptcy missed a $90,500 interest payment that due on July 21, 2009. The property was used as security for a series of disbursement from a $15 million line of credit in May 2008, he adds. The bank accelerated the maturity of all payments due of Crosland. Crosland's principal balance is $7.63 million, Mr. Boye relates. Crosland -- http://www.crosland.com/-- builds and manages apartment communities, shopping centers and office and industrial space. CRYOPORT INC: Reports $7.19-Mil. Net Loss for Sept. 30 Quarter -------------------------------------------------------------- CryoPort, Inc., reported a net loss of $7,186,322 for the fiscal second quarter ended September 30, 2009, from a net loss of $1,569,293 for the year ago period. The Company reported a net loss of $7,536,045 for the six months ended September 30, 2009, from a net loss of $9,791,774 for the year ago period. Revenues for the fiscal second quarter ended September 30, 2009, were $8,478 from $5,982 for the year ago period. Revenues for the six months ended September 30, 2009, were $22,181 from $19,406 for the year ago period. At September 30, 2009, the Company had $2,438,068 in total assets against $25,816,394 in total liabilities, resulting in stockholders' deficit of $23,378,326. The Company said it has not generated significant revenues from operations and has no assurance of any future revenues. The Company generated revenues from operations of $35,124, incurred a net loss of $16,705,151 and used cash of $2,586,470 in its operating activities during the year ended March 31, 2009. The Company generated revenues from operations of $22,181, had net loss of $7,536,045, and used cash of $1,145,497 in its operating activities during the six months ended September 30, 2009. In addition, the Company had a working capital deficit of $22,902,096, and has cash and cash equivalents of $1,120,758 at September 30, 2009. The Company's working capital deficit at September 30, 2009 included $18,404,578 of derivative liabilities, the balance of which represented the fair value of warrants and embedded conversion features related to the Company's convertible debentures which were reclassified from equity during the six months ended September 30, 2009. Currently management has projected that cash on hand, including cash borrowed under the convertible debentures issued in the first second, and third quarter of fiscal 2010, will be sufficient to allow the Company to continue its operations only into the fourth quarter of fiscal 2010 until more significant funding can be secured. These matters raise substantial doubt about the Company's ability to continue as a going concern. Through November 10, 2009, the Company had raised proceeds of $1,381,500 under the Private Placement Debentures and proceeds of $1,437,100 from the exercise of warrants. As a result of these recent financings, the Company had an aggregate cash and cash equivalents and restricted cash balance of $1,260,453 as of November 10, 2009 which will be used to fund the working capital required for minimal operations including limited inventory build as well as limited sales efforts to advance the Company's commercialization of the CryoPort Express(R) Shippers until additional capital is obtained. The Company's management recognizes that the Company must obtain additional capital for the achievement of sustained profitable operations. Management's plans include obtaining additional capital through equity and debt funding sources; however, no assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company or that the Company will be successful in its efforts to negotiate extension of its existing debt. On October 6, 2009, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (File No. 333-162350) for a possible underwritten public offering of units, each unit to consist of one share of common and one warrant to purchase one share of common stock. Management cannot assure that the contemplated offering will be consummated, or if consummated, whether the proceeds from such offering will be sufficient to fund the Company's planned operations. Lake Forest, California-based CryoPort, Inc., provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature, of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below zero degrees centigrade. These dry vapor shippers are the first significant alternative to using dry ice and achieve 10+ day holding times compared to 1-2 day holding times with dry ice. The Company provides safe transportation and an environmentally friendly, long lasting shipper. These value-added services include an Internet-based web portal that enables the customer to initiate shipping service and allows the customer to track the progress and status of a shipment and in-transit temperature monitoring services of the shipper. CryoPort also provides to its customer at their pick up location, the fully ready charged shipper containing all freight bills, customs documents and regulatory paperwork for the entire journey of the shipper. CUMULUS MEDIA: S&P Downgrades Corporate Credit Rating to 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'. The rating outlook is stable. In conjunction with this action, S&P also lowered the issue-level rating on the company's senior secured credit facilities to 'B-' (at the same level as the 'B-' corporate credit rating) from 'B'. The recovery rating on this debt remains at '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The Company has about $642 million of debt outstanding as of Sept. 30, 2009. "The downgrade reflects the difficulty that S&P believes the company will face in reducing debt and increasing EBITDA sufficiently to maintain compliance with its leverage covenant when the covenant is reinstated in 2011," said Standard & Poor's credit analyst Jeanne Shoesmith. Leverage, as calculated per the credit agreement, was 8.6x as of Sept. 30, 2009 -- well above the March 2011 covenant of 6.5x. S&P does not expect a meaningful improvement in operating performance in 2010 and 2011, and believe the company will likely need another amendment by the first quarter of 2011. The stable outlook is based on S&P's belief that Cumulus has the ability, albeit somewhat limited, to cover the additional cost of an amendment. The 'B-' rating reflects Cumulus' high leverage, formidable covenant requirements beginning in early 2011, thin EBITDA coverage of interest, and weak long-term fundamentals as a result of competition from alternative media. The company's competitive positions in small and midsize markets and radio broadcasting's still reasonably good margins and discretionary cash flow potential are modest positives that do not mitigate these risk factors. DIAMOND RANCH: Posts $90,000 Net Loss for September 30 Quarter -------------------------------------------------------------- Diamond Ranch Foods, Ltd., reported lower net loss of $89,952 for the fiscal second quarter ended September 30, 2009, from a net loss of $272,773 for the year ago period. The Company posted a net loss of $248,548 for the six months ended September 30, 2009, from a net loss of $339,483 for the year ago period. Revenues were $1,866,576 for the fiscal second quarter ended September 30, 2009, from $1,706,779 for the year ago period. Revenues were $3,602,482 for the six months ended September 30, 2009, from $3,597,866 for the year ago period. At September 30, 2009, the Company had total assets of $1,140,893 against total current liabilities of $2,566,385 and total long- term liabilities of $2,459,219. The Company noted it incurred an operating loss of $248,548 for the six months ended September 30, 2009 and has negative stockholders' equity of $3,884,711. The Company said its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management plans include acquiring additional meat processing and distribution operations and obtaining additional financing to fund payment of obligations and to provide working capital for operations and to finance future growth. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its operating expenses. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize other assets. There is no assurance any of these transactions will occur. The Company also said it intends to expand the business through acquisitions of additional meat distribution operations, but that would require obtaining debt or equity financing to finance this future growth as is indicated in its auditor's going concern opinion. In preparation for the expansion, the Company has engaged in several substantive discussions with prospective equity investors. To date, no terms have been finalized or contracts signed, and although there is no guarantee, the Company anticipates finalizing favorable financing terms for the business to continue as a going concern. In March 2009, the Company received a petition for involuntary bankruptcy by three former shareholders who claim they are owed money. The Company has responded to this petition disputing vigorously their claim, and asserting fraud and perjury against the former shareholders. The amount is question is less than $65,000 and the Company feels that it will prevail and any eventual settlement of this will not have an adverse effect on their financial position. 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?4b36 About Diamond Ranch Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/-- is a meat processing and distribution company now located in the Hunts Point Coop Market, Bronx, New York. The Company's operations consist of packing, processing, labeling, and distributing products to a customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants, and institutions, deli and catering operators, and industry suppliers. Going Concern Doubt On May 1, 2009, Gruber & Company, LLC, in Lake Saint Louis, Missouri, raised substantial doubt on the ability of Diamond Ranch Foods, Ltd., to continue as a going concern after it audited the company's financial statements for the year ended March 31, 2009, and 2008. The auditor pointed to the company's recurring losses from operations. DRAGON PHARMACEUTICAL: Reports $2,196,000 Net Income for Q3 2009 ---------------------------------------------------------------- Dragon Pharmaceutical Inc. reported net income of $2,196,000 for the three months ended September 30, 2009, from net income of $1,056,000 for the year ago period. The Company reported net income of $5,694,000 for the nine months ended September 30, 2009, from net income of $5,939,000 for the year ago period. Sales for the three months ended September 30, 2009, were $41,497,000 from $35,482,000 for the year ago period. Sales for the nine months ended September 30, 2009, were $118,601,000 from $115,498,000 for the year ago period. As of September 30, 2009, the Company had total assets of $167,505,000 against total liabilities of $104,432,000, resulting in stockholders' equity of $63,073,000. The September 30 balance sheet showed strained liquidity: The Company had total current assets of $47,638,000 against total current liabilities of $84,034,000. As of September 30, 2009, the Company had outstanding short-term loans (less than one year term) totaling $25.74 million. The Company believes that it will be successful in renegotiating loans based on the assumption that the Company has enhanced its ability to generate additional cash flow from its operation since the loans were originally entered into, even though there is no assurance of renewing the loans. The Company said it has developed and is implementing a plan to decrease its debt and increase its working capital which will allow the Company to continue operations. The Company plans to seek additional equity through the conversion of some of its liabilities and expects to raise funds through private placements in order to support existing operations and expand the range and scope of its business. The Company has also significantly increased production levels, which is expected to generate additional cash flow. In addition, the Company intends to continue to renegotiate and extend loans, as required, when they become due, as has been done in the past. "There is no assurance that additional funds will be available for the Company on acceptable terms, if at all, or that the Company will be able to renegotiate and extend the loans. If adequate funds are not available or not available on acceptable terms or the Company is unable to renegotiate or extend its loans, the Company may be required to scale back or abandon some activities. Management believes that actions presently taken provide the opportunity for the Company to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said. On October 9, 2009, Dragon Pharmaceutical decided not to reappoint Ernst & Young LLP as independent accountant for the year ending December 31, 2009. About Dragon Pharmaceutical Dragon Pharmaceutical Inc. (TSX: DDD; OTCBB: DRUG; BBSE: DRP) -- http://www.dragonpharma.com/-- incorporated in Florida and headquartered in Vancouver, Canada, manufactures and distributes a broad line of antibiotic products including Clavulanic Acid and 7- ACA, a key intermediate to produce cephalosporin antibiotics and formulated drugs. Dragon Pharma is the third largest 7-ACA producer and the dominant manufacturer and market leader of Clavulanic Acid products in China. Dragon Pharma utilizes its nationwide sales distribution network, close customer relationships, understanding of local markets and customer needs and low cost structure to outperform its international and domestic peers. With an annual capacity of 780 tons, Dragon Pharma is the largest exporter of 7-ACA in China. E*TRADE FIN'L: Inks Employment Agreements with Executives --------------------------------------------------------- E*TRADE Financial Corporation on December 1, 2009, entered into employment agreements with its executive officers -- other than the chief executive officer and the chief financial officer, who already has an employment agreement. The Company's compensation committee approved these employment agreements as part of its ongoing review of executive compensation in order to have consistent employment and severance terms among its executive officers and to ensure that those terms are consistent with current market practice. In addition to formalizing the employment terms, each agreement provides severance benefits (including change in control severance benefits) that are similar to the officers' existing severance and employment agreements, except that the officers' severance benefits (outside of a change in control) will also include 12 months' accelerated vesting. Each employment agreement provides that if the officer is involuntary terminated without cause or resigns for good reason (including actions by the Company to materially decrease the officer's salary or duties) and signs a release, the officer will receive a prorated bonus for the year of termination (based on actual performance for the year of termination), one times the sum of salary plus target bonus, 12 months of health benefits, and 12 months of accelerated vesting of equity awards. If the termination occurs in connection with a change in control, the severance benefits will be two times the sum of salary plus target bonus, 24 months of health benefits and full accelerated vesting of equity awards. The employment agreements do not provide for tax reimbursement payments. The Company incurred a net loss of $831.7 million and $1.2 billion for the three and nine months ended September 30, 2009, respectively. The net loss for the three and nine months ended September 30, 2009 was due principally to the Debt Exchange that resulted in a non-cash loss of $772.9 million (pre-tax loss of $968.3 million) on early extinguishment of debt during the third quarter of 2009. The Company's brokerage business continued to perform very well, resulting in trading and investing segment income of $202.5 million and $502.8 million for the three and nine months ended September 30, 2009, respectively. However, the provision for loan losses in the Company's balance sheet management segment more than offset this strong performance, resulting in an overall segment loss of $276.1 million and $939.8 million for the three and nine months ended September 30, 2009, respectively. During the third quarter 2009, the Company exchanged $1.7 billion principal amount of interest-bearing debt for an equal principal amount of non-interest-bearing convertible debentures. Subsequent to the Debt Exchange, $592.3 million debentures were converted into 572.2 million shares of common stock during the quarter ended September 30, 2009. The considerable increase in tangible common equity during the period was a result of the common stock issued in connection with the equity offerings and the debt conversions that occurred in the third quarter 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?4b3e About E*TRADE Financial The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * The Company's current senior debt ratings are Caa3 by Moody's Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by Dominion Bond Rating Service. The Company's long-term deposit ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by Standard & Poor's and BB by DBRS. EASTMAN KODAK: Settles Patent Suit with LG, Inks Licensing Deal --------------------------------------------------------------- Eastman Kodak Company and LG Electronics Inc., LG Electronics USA, Inc., and LG Electronics Mobilecomm USA, Inc., on November 30, 2009, entered into an agreement settling their patent infringement lawsuits against each other which were pending in the U.S. Federal District Courts for the Western District of New York and the Southern District of California and an agreement to file a joint request for the termination of patent infringement proceedings before the U.S. International Trade Commission. On November 17, 2008, Kodak filed a complaint with the U.S. International Trade Commission against LG Electronics Inc., LG Electronics USA Inc., and LG Electronics MobileComm USA, Inc. for infringement of patents related to digital camera technology seeking a limited exclusion order preventing importation of infringing devices, including certain mobile telephones and wireless communication devices featuring digital cameras. On February 20, 2009 LG Electronics Inc. (Seoul, Korea) filed a complaint with the ITC against Kodak for infringement of certain of their patents alleged to be related to digital camera technology seeking a limited exclusion order preventing importation of devices found to infringe the asserted patents. On November 17, 2008 Kodak filed a complaint against LG Electronics Inc., LG Electronics USA Inc., and LG Electronics MobileComm USA, Inc. in Federal District Court in Rochester, New York, for infringement of patents related to digital camera technology seeking unspecified damages and other relief. On February 20, 2009 LG Electronics Inc. commenced two actions against Kodak in Federal District court in the Southern District of California for infringement of certain of their patents alleged to be related to digital camera technology seeking unspecified damages and other relief. No monetary consideration was paid under the Settlement Agreement. Pursuant to the Settlement Agreement, Kodak and LG agreed to dismiss their infringement claims pending in the U.S. Federal District Courts for the Western District of New York and the Southern District of California and agreed to file a joint request that the ITC terminate its investigation pursuant to the complaints filed by Kodak and LG Electronics against each other. Separately, Kodak has entered into a technology cross license agreement with LG Electronics Inc. which is royalty bearing to Kodak. Additional financial details were not disclosed. "We are pleased to have reached a mutually beneficial arrangement that advances the interests of Kodak and LG and validates the strength of Kodak's intellectual property portfolio," said Laura G. Quatela, Chief Intellectual Property Officer, and Vice President, Eastman Kodak Company. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. Kodak'S balance sheet at June 30, 2009, showed total assets of $7,106,000,000 and total liabilities of $7,215,000,000, resulting in shareholders' deficit attributable to Kodak of $112,000,000. The Troubled Company Reporter on September 22, 2009, said Fitch Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior secured revolving credit facility at 'BB-/RR1'; and Senior unsecured debt at 'B-/RR4'. On Sept. 18, 2009, Standard & Poor's Ratings Services revised its recovery rating on Eastman Kodak's senior unsecured debt to '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default, from '5'. S&P lowered the issue- level rating to 'CCC' (two notches lower than the 'B-' corporate credit rating on the company) from 'CCC+', in accordance with S&P's notching criteria for a '6' recovery rating. EASTMAN KODAK: To Sell OLED Business to LG for Undisclosed Sum -------------------------------------------------------------- Eastman Kodak Company has agreed to sell substantially all of the assets of its organic light emitting diode (OLED) business to a group of LG companies. Kodak said the move will tighten its investment focus and strengthen its financial position. Financial details were not disclosed. Kodak has been a pioneer in developing technology associated with OLED displays. In the 1970s, Kodak scientists developed the world's first viable OLED material. Kodak will have continuing access to its OLED technology for use in its products. Subject to customary closing conditions, the transaction is expected to close by the end of the year. "As we said earlier this year, OLED is one of the businesses we wanted to reposition to maximize Kodak's competitive advantage at the intersection of materials and imaging science," said Laura G. Quatela, Kodak's Chief Intellectual Property Officer and manager of the company's OLED business. "This action is consistent with that strategy. Our OLED intellectual property portfolio is fundamental; however, realizing the full value of this business would have required significant investment." Nomura Securities International, Inc., served as financial advisor to Kodak. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. Kodak'S balance sheet at June 30, 2009, showed total assets of $7,106,000,000 and total liabilities of $7,215,000,000, resulting in shareholders' deficit attributable to Kodak of $112,000,000. The Troubled Company Reporter on September 22, 2009, said Fitch Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior secured revolving credit facility at 'BB-/RR1'; and Senior unsecured debt at 'B-/RR4'. On Sept. 18, 2009, Standard & Poor's Ratings Services revised its recovery rating on Eastman Kodak's senior unsecured debt to '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default, from '5'. S&P lowered the issue- level rating to 'CCC' (two notches lower than the 'B-' corporate credit rating on the company) from 'CCC+', in accordance with S&P's notching criteria for a '6' recovery rating. EAT AT JOE'S: Posts $172,000 Net Income for September 30 Quarter ---------------------------------------------------------------- Eat at Joe's Ltd. reported net income of $172,167 for the three months ended September 30, 2009, from a net loss of $150,927 for the year ago period. The Company posted net income of $138,309 for the nine months ended September 30, 2009, from a net loss of $896,827 for the year ago period. Revenues were $319,112 for the three months ended September 30, 2009, from $428,248 for the year ago period. Revenues were $979,217 for the nine months ended September 30, 2009, from $1,208,000 for the year ago period. At September 30, 2009, the Company had total assets of $1,654,683 against $4,999,769 in total liabilities, all current, resulting in stockholders' deficit of $3,345,086. At September 30, 2009, the Company had a working capital deficit of $3,354,103. The Company said the net losses and working capital deficit raise substantial doubt as to its ability to continue as a going concern. "The Company's continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company," Eat at Joe's said. "Management plans include opening one new restaurant during the next twelve months and obtaining additional financing to fund payment of obligations and to provide working capital for operations and to finance future growth. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its operating expenses. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize other assets. There is no assurance any of these transactions will occur," Eat at Joe's 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?4b37 Eat At Joe's, LTD., develops, owns and operates theme restaurants styled in an "American Diner" atmosphere. ERICKSON RETIREMENT: Gets Nod for DLA Piper as Counsel ------------------------------------------------------ Erickson Retirement Communities LLC and its units obtained the Court's authority to employ DLA Piper LLP as their counsel, nunc pro tunc to the Petition Date. As the Debtors' counsel, DLA Piper will: (a) advise the Debtors with respect to their rights, powers and duties as debtors and debtors-in-possession in the continued management and operation of their businesses and assets; (b) attend meetings and negotiating with representatives of creditors and other parties-in-interest, and advise and consult on the conduct of cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) take all necessary action to protect and preserve the Debtors' estates, including prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors' estates, negotiations concerning litigation in which the Debtors may be involved and objections to claims filed against the Debtors' estates; (d) prepare, on behalf of the Debtors, motions, applications, answers, orders, reports, and papers necessary to the administration of the Debtors' estates; (e) prepare and negotiate on the Debtors' behalf plan of reorganization, disclosure statement, and all related agreements or documents and take any necessary action on behalf of the Debtors to obtain confirmation of that plan; (f) advise the Debtors in connection with the sale of their assets and take all steps necessary to maximize the value of the Debtors' assets for the benefit of creditors; (g) perform other necessary legal services and provide other necessary legal advice to the Debtors in connection with these Chapter 11 cases; and (h) appear before the Court, any appellate courts, and the United States Trustee for Region 6, and protect the interests of the Debtors' estates before those courts and the United States Trustee. The Debtors will pay DLA Piper's professionals according to their customary hourly rates: Professional Rate per Hour ------------ ------------- Thomas Califano $835 Jeremy Johnson $695 Kristin Rosella $475 Camisha Simmons $475 Jason Karaffa $475 William Currie $370 William Coleman $290 The Debtors will also reimburse DLA Piper for reasonable expenses incurred. DLA Piper will apply for fees payment and expenses reimbursement pursuant to Sections 330 and 331 of the Bankruptcy Code and the local rules of the Court. The Debtors disclose that DLA Piper was retained on March 9, 2009, to advise them with respect to their refinancing and restructuring options, including the preparation of the filing of these Chapter 11 cases. In connection with that engagement, the Debtors paid DLA Piper $4,239,758 for prepetition services. DLA Piper has also kept an estimated $529,905 to be held as a retainer for professional fees and expenses expected to be incurred by the firm in its representation of the Debtors. Thomas R. Califano, Esq., a partner at DLA Piper, relates that his firm represented or may represent these parties in matters unrelated to the Debtors' Chapter 11 cases, a schedule of which is available for free at: http://bankrupt.com/misc/Erickson_DLAClientsList.pdf Despite that disclosure, Mr. Califano maintains that DLA Piper does not hold or represent any interest materially adverse to the Debtors' estates. He assures the Court that DLA Piper is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Gets OK for Houlihan as Investment Banker -------------------------------------------------------------- Erickson Retirement Communities LLC and its units obtained the Court's authority to employ Houlihan Lokey Howard & Zukin Capital, Inc., as their investment banker, nunc pro tunc to the Petition Date. As the Debtors' investment banker, Houlihan Lokey will assist in the evaluation of strategic alternatives and render investment banking and financial advisory services to the Debtors, including: (a) participating in or advising on discussions regarding the Debtors and any Plan of Reorganization with the Debtors' Constituents, including the Debtors' creditors, the residents of the Debtors' communities and their representatives, various regulators and authorities, the Debtors' employees, and the vendors and suppliers to the Debtors; (b) continuing the marketing process commenced prepetition to solicit offers from investors to become a plan sponsor of the Debtors' reorganization or purchase the Debtors' assets; (c) ensuring the continued provision of information to all parties interested in the Debtors' bankruptcy cases; (d) providing due diligence information to the prospective purchasers of the Debtors' assets and operations; (e) continued negotiations with the Debtors' creditors; (f) negotiating with the prospective purchasers of the Debtors' assets and operations; (g) assisting with implementation of the Plan, including implementation of the restructuring of the obligations of communities and the sale of most of the assets and operations of the Debtors; and (h) providing expert advice and testimony regarding financial matters relevant to the Debtors or the Plan. Houlihan Lokey intends to apply for compensation of services rendered and reimbursement of expenses incurred, subject to applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable procedures and orders of the Court, pursuant to this fee structure: * Monthly fees: The Debtors seek to pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable cash fee of $250,000. * Sale transaction fees: Upon the closing of a Sale Transaction, the Debtors will pay fees computed under a sliding scale beginning at $525,000 and ranging from 3% to 7% of Aggregate Gross Compensation above various thresholds. * Financing transaction fees: Upon the closing of each Financing Transaction, the Debtors will pay fees ranging from 1.4% to 2.8% of any capital raised in the form of indebtedness and 4.2% of any capital raised in the form of equity or equity-linked securities. * Restructuring transaction fee: Upon completion of a Restructuring Transaction, the Debtors will pay a fee of $8.25 million. The Restructuring Transaction Fee will be increased by 15% if the Debtors consummate a Restructuring Transaction on an out-of-court basis or pursuant to a "prearranged" or "prepackaged" plan in which the Restructuring Transaction is confirmed in not more than six months from the Petition Date. * Multiple/complex transactions: The Engagement Agreement also contemplates the completion of multiple or complex Transactions, under which circumstances a Restructuring Fee of at least $8.25 million would be payable and potentially subject to the premium. * Crediting: The Agreement provides for the crediting of 25% to 50% of certain Monthly Fees against any Financing Transaction and Sale Transaction Fees and then against any Amendment Transaction Fees payable under the Agreement. The Agreement also provides for the crediting of (x) 25% of all Financing Transaction and Sale Transaction Fees and (y) 100% of all Amendment Transaction Fees against any Restructuring Fees payable under the Agreement. All those credits may not reduce any Transaction Fees below zero. Judge Jernigan approved the Debtors' application to employ Houlihan Lokey Howard & Zukin Capital as investment banker subject to these modifications to the parties' engagement agreement: (a) At the Court's request, the Agreement will be modified so that the determination of aggregate gross consideration under the Agreement will exclude any consideration paid to existing equity holders unless: -- all creditors will have been paid in full; or -- the Official Committee of Unsecured Creditors consents to including that consideration in Aggregate Gross Consideration under the Agreement; and (b) the Agreement will be modified so that any multiple simultaneous transactions with one or more third parties will be subject to Restructuring Fee Cap, as opposed to Restructuring Fee Cap only applying to multiple transactions with one third party. Houlihan Lokey will file fee applications for interim and final allowance of compensation and reimbursement of expenses pursuant to the procedures set forth under Section 330 and 331 of the Bankruptcy Code. However, Houlihan Lokey will be paid and reimbursed pursuant to Section 328(a) of the Bankruptcy Code in accordance with the Agreement, and subject to the procedures set forth in the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Northern District of Texas. Judge Jernigan further held that Houlihan Lokey's fees and expenses will not be evaluated under Section 330 except that the Court, the United States Trustee for Region 6, and the Committee will be permitted to review the Transaction Fees pursuant to the reasonableness standards set forth under Section 330. In light of services to be provided by Houlihan Lokey and the structure of Houlihan Lokey's compensation, Houlihan Lokey will be excused from maintaining time records in connection with the services to be rendered to the Debtors, Judge Jernigan clarified. Objections to Houlihan Lokey Retention Prior to entry of the Court's approval of the Application, the Committee, PNC Bank, National Association, Capmark Finance, Inc., and Wilmington Trust FSB expressed their objections to the Houlihan Lokey retention: * The Committee pointed out that even if some level of success can be ascribed to the transaction contemplating the sale of the Debtors' assets, that success cannot be attributed to the efforts of Houlihan Lokey alone, the Committee pointed out. The Committee cited Matthew Niemann's testimony at an October 29, 2009 hearing wherein he said that the Debtors were already in the midst of sale discussions with Redwood Capital Investments, LLC, when Houlihan Lokey was engaged. The Committee thus proposed that (1) Houlihan Lokey's incentive fee be capped at $3.5 million; and (2) half of Houlihan & Lokey's monthly fees from the Petition Date to closing of the sale will creditable against Houlihan & Lokey's incentive fee. * In separate filings, PNC Bank as administrative agent for the Debtors' Secured Lenders, Capmark as administrative and collateral agent for itself and on behalf of lenders, and Wilmington Trust as administrative agent for lenders under a July 27, 2007 Credit Agreement, asked the Court to, among others: -- compel the Debtors and Houlihan Lokey to establish material terms currently missing from the Engagement Agreement; -- conform Houlihan Lokey's incentive fee to the interests of the Debtors and their estates; -- order that Houlihan Lokey will not be paid a Sale Transaction Fee and a Restructuring Transaction Fee in connection with the Redwood transaction or similar transaction; -- rule that Houlihan Lokey should seek reimbursement of its reasonable fees and expenses at a later date in accordance with Section 330(a); -- limit the indemnity given by the Debtors to Houlihan Lokey; and -- require to keep at least weekly time records. In response to the objections, the Debtors' counsel, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, argued that under Section 328, Houlihan Lokey's engagement agreement is well within normal business terms in the marketplace. He insisted that the retainer sought by Houlihan Lokey in the Debtors' Chapter 11 cases is consistent with retainers sought in cases of a similar size and complexity. Under the Engagement Agreement, (i) Houlihan Lokey would be paid a monthly fee of $250,000, which is only slightly more than the average monthly fee of $177,000; and (ii) Houlihan would be eligible for the Transaction Fee of $9.5 million or 0.46% of the Debtors' outstanding debt, which is lower than the average of 0.61% of outstanding debt, he explained. The Debtors thus asked the Court to overrule the objections and approved the Houlihan Lokey Retention. In a supporting declaration to Houlihan Lokey's employment, Matthew R. Niemann, managing director of Real Estate Restructuring of Houlihan Lokey, assured the Court that neither he nor any of professionals of Houlihan Lokey to be engaged by the Debtors (i) is related to the Debtors or any other party in interest, and the U.S. Trustee; (ii) has any connection with or holds or represents any interest adverse to the Debtors or any party-in-interest or (iii) has advised any party-in-interest, except for the Debtors, in connection with their Chapter 11 cases. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: PNC Wants to Examine Directors of NSCI ----------------------------------------------------------- Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, PNC Bank, National Association, as administrative agent for the Debtors' Secured Lenders, seeks the Court's authority to conduct examination these individuals: * Ronald E. Walker * James M. Anders * Harold Ashby * Willow Pasley * Lawrence D. Shubnell * Meryle Twersky The individuals PNC Bank wishes to conduct a Rule 2004 Exam on are current members of the board of directors of National Senior Campuses, Inc., which oversees the Debtors' campus projects. The Examinees are also current members of the boards of directors of the Not-For-Profit entities. In a separate request, PNC Bank asks permission from the Court to conduct examination pursuant to Rule 2004 on these persons: 1. Rick Grindrod, Chief Executive Officer of Debtor Erickson Retirement Communities, LLC 2. Mark R. Erickson, Chief Operating Officer of ERC 3. Gerald F. Doherty, Executive Vice President and General Counsel of ERC 4. Debra B. Doyle, Executive Vice President of Health and Operations at ERC 5. Jeffrey A. Jacobson, Managing Director of Finance and Chief Financial Officer of ERC According to Daniel I. Morenoff, Esq., at K&L Gates LLP, in Dallas, Texas, PNC Bank wants to investigate through the Examinees: -- the acts, conduct, property or the liabilities and financial condition of the Debtors; -- the relationships among the NSC, the NFPs, the Debtors and the Debtors' other affiliates and insiders, and the conduct of their affairs; -- the marketing of the Debtors' assets and discussions related to a potential sale or other strategic transaction involving the Debtors' assets, including the Debtors' discussions with Redwood Capital Investments, LLC and third parties. PNC Bank proposes to conduct the examination in a place and date mutually agreed by PNC and the Examinees, but in no event prior to January 9, 2010. In conjunction with its examination, PNC Bank seeks production of certain documents from the NSC Examinees at least a week prior to the examinations, but no later than December 29, 2009. A list of documents to be produced is available for free at: http://bankrupt.com/misc/ERC_WalkerDocReq.pdf PNC Bank also seeks the production of certain documents from the ERC Examinees at least a week before the Rule 2004 examinations, but no later than December 29, 2009. A list of documents to be produced is available for free at: http://bankrupt.com/misc/ERC_GrindrodDocReq.pdf In a related request, the Debtors ask the Court to expedite hearing date on the Rule 2004 Motions from December 18, 2009, to December 8, 2009. The Debtors relate that they have agreed to file and serve on PNC Bank any objections to the Rule 2004 Motions by December 2. Thus, PNC Bank and the Debtors have agreed to expedite hearing on the Rule 2004 Motions on December 8. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) EXTENDED STAY: Lenders Agree to Payment Deferral ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Extended Stay Inc. has an agreement with holders of $4.1 billion in mortgages to defer all or part of mortgage payments during the slow season if cash reserves drop below $22.5 million. A hearing on the motion will be held Dec. 10. Prepetition, Extended Stay negotiated terms of a reorganization plan which provides for consenting mortgage holders with $4.1 billion in mortgage loans to be converted into a new $1.8 billion first-lien mortgage loan, as much as $775 million in a new second- lien mortgage loan, up to $471 million in new preferred stock, and all of the new common stock. The plan proponents are offering the mezzanine debt holders and preferred stockholders call options and warrants for as much as l0% of the new common stock. Extended Stay, however, has not yet moved forward with the Plan. The U.S. Trustee for Region 2 has appointed an examiner to probe claims that Extended Stay filed for bankruptcy in a scheme to push out junior debt holders. The U.S. requested for a probe on the structuring, negotiation and closing of the acquisition of the Debtors in 2007 by an investment consortium led by Lightstone Group LLC Chairman David Lichtenstein. Mr. Lichtenstein acquired the Debtors from Blackstone Group LP in April 2007 through a $7.4 billion secured loan he availed from Wachovia Bank N.A., Bank of America N.A, and Bear Stearns Commercial Mortgage Inc. The $7.4 billion loan consisted of a $3.3 billion "mezzanine" loan and a $4.1 billion mortgage loan. The U.S. Trustee's request came after some groups threw allegations of fraud and dishonesty against Mr. Lichtenstein and the lenders. Those groups, which include Line Trust Corporation Ltd. and Deuce Properties Ltd., accused the lenders of inducing Mr. Lichtenstein to put the Debtors in bankruptcy to push junior loan holders out of the money. In return, the lenders allegedly promised to indemnify Mr. Lichtenstein against $100 million in liabilities and provide another $5 million to fight claims that might be asserted by junior lenders. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. For the year ending December 31, 2008, Extended Stay's audited financial statements show consolidated assets (including nondebtor affiliates) totaling approximately $7.1 billion and consolidated liabilities totaling approximately $7.6 billion. Consolidated revenues for the 12 months ending December 31, 2008 were approximately $1 billion. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FAIRPOINT COMMUNICATIONS: Says Maine Rebate Demand Violates Stay ---------------------------------------------------------------- According to Bill Rochelle at Bloomberg News, FairPoint Communications Inc. is invoking the power of the bankruptcy court to stop the Public Utilities Commission in Maine from ordering a 12-month, $1.72 monthly rebate on each line for poor service. Bankruptcy law doesn't prevent a state from enforcing police and regulatory powers. The Bloomberg report relates that FairPoint describes how the state called the rebate a "penalty," not a rate adjustment. The Company says that Vermont and New Hampshire refrained from taking similar action in view of the bankruptcy filing. With Maine saying it would impose the rebate on 24-hours' notice, FairPoint persuaded the bankruptcy judge to sign an order yesterday stopping the state's action until a hearing on Dec. 9. 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 COMMUNICATIONS: Creditors Panel Opposes DIP Financing --------------------------------------------------------------- According to Bill Rochelle at Bloomberg News, the official committee of unsecured creditors formed in FairPoint Communications Inc.'s cases contends that the Company has no need for debtor-in-possession financing. The report relates that the Creditors Committee argues that FairPoint has sufficient cash to operate without the giveaways contained in the secured financing for the Chapter 11 case. The Committee complains that the terms of the loan would require the Company to proceed too quickly through Chapter 11, affording no time for exploring whether a plan might be constructed to benefit someone other than secured lenders. A hearing on the proposed financing is scheduled for December 16. The DIP Financing FairPoint Communications Inc. and its debtor affiliates seek permission from the Bankruptcy Court to access up to $75 million in postpetition financing from Bank of America, N.A., as administrative agent, and certain lenders. In the Debtors' request for DIP financing, counsel Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in New York, said that financial performance problems have made it difficult for the Debtors to service approximately $2.7 billion in funded prepetition debt obligations under their March 2008 Prepetition Credit Agreement with BofA and certain prepetition lenders. Thus, to ensure that their obligations are met and to demonstrate adequate liquidity to their vendors and customers, the Debtors sought sources of new capital. The DIP financing agreement requires the Debtors to obtain confirmation of a reorganization plan by July 31, 2010. The Bankruptcy Court has allowed the Debtors to borrow up to $20 million from the DIP Lenders on an interim basis. The $20 million may be used for letters of credit, pending entry of a final order on the DIP Financing Motion. 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) FERNANDO BETANCOURT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Joint Debtors: Fernando Arturo Sosa Betancourt aka Fernando A Sosa Betancourt PMB 281 PO Box 7891 Guaynabo, PR 00970 Aracelis Fuentes Garcia Calle Paseo Del Parque Ja-9 Garden Hills Guaynabo, PR 00966 Bankruptcy Case No.: 09-10389 Chapter 11 Petition Date: December 3, 2009 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Antonio I Hernandez Santiago, Esq. Antonio I Hernandez Santiago Law Of PO Box 8509 San Juan, PR 00910-0509 Tel: (787) 250-0575 Email: ahernandezlaw@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/prb09-10389.pdf The petition was signed by the Joint Debtors. FIRSTFED FINANCIAL: Taps Squar Milner as Outside Accountants ------------------------------------------------------------ FirstFed Financial Corp., at the direction of the Audit Committee of the Company's Board of Directors, on November 30, 2009, engaged Squar, Milner, Peterson, Miranda & Williamson LLP as its independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2009. During the Company's two most recent fiscal years ended December 31, 2008 and 2007 and the interim period from January 1, 2009 to the November 30, 2009 engagement of Squar Milner, neither the Company nor any one acting on its behalf consulted with Squar Milner regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company that Squar Milner concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) and the related instructions of Regulation S-K) or a "reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K). About FirstFed Financial Corp. Los Angeles, California-based FirstFed Financial Corp. (OTC- FFED.PK) -- http:///www.firstfedca.com/-- is a savings and loan holding company. The Company owns and operates First Federal Bank of California, a federally chartered savings association. At September 30, 2009, the Company had $6,150,613,000 in total assets against $6,039,533,000 in total liabilities, resulting in stockholders' equity of $111,080,000. Going Concern "The ability of the Company and the Bank to continue to meet all of the requirements of the Amendments and the Orders will be affected by market conditions in the economy and other uncertainties. Declining real estate values and rising unemployment in the state of California could have a significant impact on future losses incurred on loans. In addition, there can be no assurance in the current economic environment that the Company will be able to raise capital to regain 'well capitalized' status or to meet future regulatory requirements. Due to these conditions and events, substantial doubt exists in the Company's ability to continue as a going concern," the Company said in its Form 10-Q filing for the quarterly period ended September 30, 2009. The Company noted that like its peers in the financial services industry, it has experienced deterioration in the quality of its loan portfolio since late 2007. This deterioration has primarily resulted from declining real estate values in California, borrowers who have reached their maximum allowable negative amortization recasting to higher payments they are unable to afford and the worsening employment market. These trends have caused the level of the Company's non-performing assets to increase significantly over the prior year, although the Company expects to report a decrease in non-performing assets from the second quarter of 2009. The Company and the Bank are operating under Amended Orders to Cease and Desist issued by the Office of Thrift Supervision on May 28, 2009. Under the terms of the Bank's Order, the Bank was required to meet and thereafter maintain a minimum Tier 1 Core Capital ratio of 7% and a minimum Total Risk- Based Capital ratio of 14% by September 30, 2009. The Bank failed to meet these required capital ratios, and, accordingly, as required by the Bank's Order, the Bank submitted to the OTS a contingency plan to accomplish either a merger of the Bank with, or an acquisition of the Bank by another federally insured institution or holding company thereof or a voluntary liquidation of the Bank. The Bank continues to pursue alternatives to increase the Bank's capital ratios to preclude the need to implement the contingency plan. FLEETWOOD ENTERPRISES: New Orleans Judge Moves Trial in FEMA Suit ----------------------------------------------------------------- Michael Kunzelman at The Associated Press reports U.S. District Judge Kurt Engelhardt in New Orleans has postponed trial against Fleetwood Enterprises Inc. -- in a lawsuit accusing several trailer manufacturers of supplying the federal government with toxic hurricane shelters -- to allow settlement talks to continue. Judge Engelhardt didn't immediately set a new trial date, AP says. According to AP, Fleetwood and its insurers are negotiating a settlement even though a jury in September rejected a New Orleans family's claim that a trailer built by another manufacturer exposed them to hazardous fumes. AP relates Jerry Saporito, Esq., representing Fleetwood, said there have been "serious discussions," but neither side would comment on possible terms. "I am satisfied that this effort to reach a resolution of all claims against Fleetwood . . . is in the best interests of the plaintiffs," said Gerald Meunier, one of the lead plaintiffs' lawyers, according to AP. The report recalls Fleetwood sold around 10,500 trailers to a company that supplied them to the Federal Emergency Management Agency, which gave Hurricane Katrina and Rita victims roughly 143,000 emergency housing units from several manufacturers. AP relates the plaintiff, Elisha Dubuclet, claimed elevated levels of formaldehyde in her family's FEMA trailer aggravated her daughter's eczema, a skin condition, and increased her cancer risks while they lived in the unit from June 2006 to September 2007. AP says Ms. Dubuclet's trial was scheduled to start Monday and would have been the second for a batch of consolidated lawsuits against FEMA trailer makers. Based in Riverside, California, Fleetwood Enterprises, Inc., together with 19 of affiliates, filed for Chapter 11 protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher LLP, represent the Debtors in their restructuring efforts. FTI Consulting Inc. is the financial advisors to the Debtors. The Debtors tapped Greenhill & Co. LLC as its investment banker. FLEETWOOD ENTERPRISES: Unit Authorized to Sell Indiana Facility --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Fleetwood Homes of Indiana, Inc., an affiliate of Fleetwood Enterprises Inc., to sell the land and buildings to Walter G. Fuller, LLC, pursuant to Section 363 of the Bankruptcy Code. The asset is located at 1850 State 24 Road No. 8, Garrett, Indiana, and consists of a 118,546 square-foot manufacturing facility on 20.35 acres of land, and all fixtures, machinery, equipment, and systems. The buyer will take title to the Garrett Assets free and clear of liens, claims, encumbrances and other interests, including, but not limited to: (i) the blanket lien granted to Bank of America under the terms of the postpetition DIP Order dated April 1, 2009; (ii) the mortgage in the in the amount of $103,000,000 executed by Fleetwood Homes of Indiana, Inc. to Deutsche Bank Trust Company Americas dated Dec. 12, 2008; (iii) UCC Financing Statement Number 20090000003 filed with the Indiana Secretary of State on Jan. 2, 2009; and (iv) UCC Financing Statement Number 20090000272 filed with the Indiana Secretary of State on April 2, 2009. The buyer will take title to the Garrett Assets "as is" and "where is." Based in Riverside, California, Fleetwood Enterprises, Inc., together with 19 of affiliates, filed for Chapter 11 protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher LLP, represent the Debtors in their restructuring efforts. FTI Consulting Inc. is the financial advisors to the Debtors. The Debtors tapped Greenhill & Co. LLC as its investment banker. FONTAINEBLEAU LV: Mechanics Lienholders Sue Banks ------------------------------------------------- Subcontractors for Fontainebleau Las Vegas LLC's project commenced an adversary proceeding, asking the Bankruptcy Court to rule that their liens are superior to the rights of lenders who provided financing for the Debtor prepetition. The plaintiffs include Zetian Systems, Inc., Z-Glas, Inc., Graybar Electric Company, Inc., and 10 other parties. The defendants include Bank of America NN.A., as administrative agent for the term lenders and revolving lenders. The plaintiffs provided work, materials and equipment that was provided for the improvement of Fontainebleau's 63-story project on the north end of the Las Vegas Strip. The holders of the mechanics liens content that their first liens come ahead of the prepetition lenders. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FORD MOTOR: DBRS Hikes Issuer Rating to 'B' as Cash Burn Lowered ---------------------------------------------------------------- DBRS has upgraded the Issuer Rating of Ford Motor Company (Ford or the Company), to B (low) from CCC (high). Concurrently, the Issuer & Long-Term Debt rating of Ford Motor Credit Company LLC (Ford Credit) and the Long-Term Debt rating of Ford Credit Canada Limited have also been upgraded to B from B (low). (This rating action reflects the maintenance of the one-notch rating differential between the parent company and the credit company as well as DBRS's continuing belief that the credit company's business is somewhat more resilient than that of the parent.) The short-term ratings of both finance subsidiaries remain at R-5. The trend of the ratings is Stable. DBRS has also assigned ratings of B (high) and CCC to Ford's Senior Secured Credit Facilities and Long-Term Debt, respectively; the rating differential between the Issuer Rating and the instrument ratings reflects the difference in recovery expectations for the senior secured facilities compared with the unsecured facilities, in the event of default, as explained in DBRS's Rating Methodology for Leveraged Finance. (DBRS notes that the recovery rating of the senior secured debt has been amended to RR2 from RR3, with that of the unsecured debt also changed to RR6 from RR5.) The ratings upgrade reflects the Company's considerable progress in lowering its cash burn and thereby maintaining its liquidity position. DBRS notes, however, that a protracted turnaround is required in order for the Company to significantly improve its still-weak financial profile. In the event that Ford improves its performance further and appears able to generate sustained profitability in spite of a cost base that may prove to be higher than its peers, DBRS would consider further positive rating actions. Following an exorbitant use of cash in 2008 that exceeded $21 billion, DBRS notes that Ford's cash balances from March through September of this year have essentially held firm amid industry volumes that were sharply lower than last year's already very weak levels. Ford's ongoing cost-cutting efforts have significantly contributed to this improvement, with such reductions through year-end 2009 expected to total approximately $14.5 billion relative to a 2005 year-end base. This has been supplemented by the Company's current strong product momentum, as demonstrated by Ford's higher rankings in various recent quality surveys, with new model launches being well received. In contrast to recent historical periods when the Company was highly overweighted in large pick-up trucks and sport utility vehicles (SUVs), DBRS notes that the current product momentum includes Ford's car line, as evidenced by the strong launches of the new Fusion and Taurus, with forthcoming North American introductions of the Fiesta and next generation Focus also showing promise, given their existing sales in Europe. While trucks remain prominent, the much-bolstered car portfolio should likely render Ford less vulnerable to any future sudden shift in vehicle segmentation (which, however, has moderated this year given the softening of fuel prices amid the economic downturn). As a function of the above, Ford has achieved material market share gains in North America and Europe, with it appearing to have benefited from the difficulties of General Motors Corporation (GM) and Chrysler Group LLC (Chrysler), both of which lost share through their respective bankruptcy proceedings. Ford has also made significant progress in revamping its balance sheet. In the first half of this year, the Company executed a series of exchange offers that, in aggregate, lowered the debt burden of the automotive operations by $9.9 billion. In May, Ford also tapped the public equity markets through the issuance of 345 million common shares for proceeds of approximately $1.6 billion. The Company continued this balance sheet restructuring through additional actions announced in November. Firstly, Ford executed an extension of its secured revolving credit line from December 2011 to November 2013 (with the facility in turn being reduced by $1.9 billion). The Company also issued $2.875 billion in senior convertible notes due 2016. Lastly, Ford announced an equity distribution plan through which it intends to issue up to $1 billion in common shares on an opportunistic basis commencing in December 2009. DBRS notes that Ford's demonstrated ability to access the public debt and equity markets has served to further improve its financial flexibility. Notwithstanding the above, DBRS notes that Ford's recent differentiation vis-.-vis GM and Chrysler has also somewhat hindered the Company's efforts in reducing its indebtedness and cost base. While the results of Ford's debt exchange were significant, DBRS notes that the Company's leverage remains high. Furthermore, with respect to the Voluntary Employee Beneficiary Association (VEBA) obligations, Chrysler and GM gained the ability to fully exchange such obligations with equity while Ford negotiated the use of stock for only up to 50% of its VEBA obligations, with $6.7 billion in cash payments remaining. Also concerning the United Auto Workers (UAW), notwithstanding the endorsement of UAW leadership, rank and file members of the union elected to reject contract modifications sought by the Company for the 2007 National Labor Agreement that were previously obtained by GM and Chrysler. (Highlights of these concessions included wage freezes for entry-level workers and a no-strike clause.) In doing so, the UAW effectively disrupted the system of pattern bargaining that had been in practice for decades, providing equal terms to each of the Detroit Three. Ford may therefore be at a competitive disadvantage with respect to its cost position. While the Company remains a global automotive manufacturer, Ford's ultimate recovery lies in its ability to generate a turnaround in its core North American operations, which historically have dictated the profitability of the automotive business. After sizeable losses extending several years, the Company's ability to achieve a profit in North America in the most recent quarter is noteworthy, particularly amid industry volumes that remain at very weak levels. In the event that volumes approach historical norms, it appears that the Company's automotive operations could become solidly profitable. However, DBRS notes that the recovery of the automotive industry remains subject to considerable uncertainty in the near term, particularly with respect to Ford's main markets of North America and Europe. In the United States, DBRS projects annual industry volumes in 2010 to approach 11.5 million to 12 million units, which would represent a significant increase to 2009 volumes (estimated at roughly 10.3 million units) but would still be sharply below 2007 levels (which exceeded 16 million units). Additionally, ongoing economic challenges could yet significantly derail this forecast. Economic headwinds also persist in Europe, where demand in many major markets, particularly Germany, is expected to further soften in 2010 due to extensive vehicle sprappage incentive programs implemented this year that have likely pulled demand forward. Notwithstanding the above challenges, DBRS views Ford's performance this year positively and views the Company's liquidity risk to be considerably diminished in light of its much-reduced cash burn, with Ford appearing well positioned to benefit from the eventual recovery in the industry. FORD MOTOR: To Sell $1 Billion of Common Shares ----------------------------------------------- Ford Motor Company on December 4, 2009, entered into an Equity Distribution Agreement with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and RBS Securities Inc., pursuant to which the Managers will act as Ford's sales agents with respect to an offering over time and from time to time of up to $1,000,000,000 of Ford Common Stock. Proceeds from the sale of the Common Stock pursuant to the Equity Distribution Agreement will be used for general corporate purposes. A full-text copy of the Equity Distribution Agreement is available at no charge at http://ResearchArchives.com/t/s?4b3f On December 4, Ford filed a prospectus supplement in connection with its offering of $1 billion in common shares. The last reported sales price of Ford's common stock as reported on the NYSE on December 3, 2009, was $8.94 per share. A full-text copy of the prospectus supplement is available at no charge at http://ResearchArchives.com/t/s?4b40 About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At September 30, 2009, the Company had $203.106 billion in total assets against $210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. * * * As reported by the Troubled Company Reporter on November 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. GARY SCHAEFFER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Gary B. Schaeffer dba Schaeffer Industries 2025 Broadway, Apt 21-K New York, NY 10023 Bankruptcy Case No.: 09-17126 Chapter 11 Petition Date: December 3, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Wayne M. Greenwald, Esq. 475 Park Avenue South, 26th Floor New York, NY 10016 Tel: (212) 983-1922 Fax: (212) 983-1965 Email: grimlawyers@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Schaeffer's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb09-17126.pdf The petition was signed by Mr. Schaeffer. GENERAL MOTORS: ENCORE & REALM Set February 1 Claims Bar Date ------------------------------------------------------------- Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure provides that the Court will fix the time within which claimants must file a proof of claim in a Chapter 11 case pursuant to Section 501 of the Bankruptcy Code. Moreover, Rule 3003(c)(2) provides that any creditor who asserts a claim against the Debtors that (a) is not scheduled in the Debtors' schedules of assets and liabilities, or (b) listed on the Schedules as disputed, contingent, or unliquidated must file a Proof of Claim by a bar date fixed by the Court. Debtors Remediation and Liability Management Company, Inc., and Environmental Corporate Remediation Company, Inc., believe that although a limited number of entities are creditors against their estates, promptly establishing claims bar dates will enable the joint administration of their Chapter 11 cases and Motors Liquidation Company and its debtor affiliates' Chapter 11 cases in a timely and efficient manner. Establishing Bar Dates will give creditors ample opportunity to prepare and file proofs of claim, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York relates. Accordingly, ENCORE and REALM sought and obtained from the Bankruptcy Court an order: * establishing February 1, 2010, at 5:00 p.m. (Eastern Time) as the deadline for each person or entity other than governmental units to file a proof of claim with respect to a prepetition claim against REALM or ENCORE; and * establishing April 16, 2010, at 5:00 p.m. (Eastern Time) as the deadline for governmental units to file a proof of claim with respect of a prepetition claim against REALM or ENCORE. Proofs of Claims must: * be written in the English language; * be denominated in lawful currency of the United States as of REALM and ENCORE's Petition Date; * conform substantially to the Proof of Claim Form or the Official Bankruptcy Form No. 10; * specify REALM and ENCORE against which the Proof of Claim is filed; * specify the legal and factual basis for the alleged claim; * include supporting documentation or an explanation as to why the documentation is not available; and * be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. If a claimant asserts a claim against more than one of REALM and ENCORE, the claimant must file a separate Proof of Claim against each REALM/ENCORE Debtor. Proofs of Claim will be deemed timely filed only if the Proofs of Claim are actually received by REALM and ENCORE's claims agent, The Garden City Group, Inc., or by the Court, on or before the applicable REALM/ENCORE Bar Date. If by hand delivery or overnight courier, proofs of claim must be sent to: The Garden City Group, Inc. Attn: Motors Liquidation Company Claims Processing 5151 Blazer Parkway, Suite A Dublin, Ohio 43017 If by first-class mail, to: The Garden City Group, Inc. Attn: Motors Liquidation Company P.O. Box 9386 Dublin, Ohio 43017-4286 OR If by hand delivery, to : United States Bankruptcy Court, SDNY One Bowling Green Room 534 New York, New York 10004 Proofs of Claim sent by facsimile, telecopy, or electronic mail transmission will not be accepted. Any person or entity that asserts a claim that arises from the rejection of an executory contract or unexpired lease must file a Proof of Claim based on that rejection by the later of (i) the applicable Bar Date and (ii) the date that is 30 days after entry of an order approving that rejection, or be forever barred from doing so. A party to an executory contract or unexpired lease that asserts a claim on account of unpaid amounts accrued and outstanding as of REALM and ENCORE's Petition Date pursuant to that executor contract or unexpired lease must file a Proof of Claim for these amounts on or before the applicable Bar Date In the event that REALM and ENCORE amend their Schedules to: (a) designate a claim as disputed, contingent, unliquidated, or undetermined; (b) change the amount of a claim reflected; (c) change the classification of a claim; or (d) add a claim that was not listed on the Schedules, REALM and ENCORE will notify the claimant of the amendment. The deadline for any holder of a claim affected by the Schedules amendment to file a Proof of Claim is the later of (a) the applicable REALM and ENCORE Bar Date and (b) the date that is 30 days after REALM and ENCORE Debtors provide notice of the amendment. Moreover, these persons or entities are not required to file a Proof of Claim on or before REALM and ENCORE Bar Date: (1) Any person or entity whose claim is listed on the Schedules and (i) whose claim is not "disputed," "contingent," or "unliquidated," (ii) who does not dispute the amount or classification of the claim set forth in the Schedules, and (iii) who does not dispute that the claim is an obligation of REALM and ENCORE; (2) Any person or entity whose claim has been paid in full; (3) Any holder of a claim allowable under Sections 503(b) and 507(a)(2) of the Bankruptcy Code as an administrative expense; (4) Any person or entity that holds a claim that has been allowed by an order of the Court entered on or before the applicable Bar Date; (5) Any holder of a claim for which a separate deadline is fixed by the Court; (6) Any Debtor in these Chapter 11 cases having a claim against another Debtor; (7) Any entity that, as of the Bar Date, is an affiliate of any Debtor; or (8) Any holder of a claim who has already properly filed a Proof of Claim with the Clerk of the Court or Garden City against REALM and ENCORE, utilizing a claim form which substantially conforms to the Proof of Claim Form or Official Form 10. Any person or entity that relies on the Schedules has the responsibility to determine that the claim is accurately listed in the Schedules. Pursuant to Bankruptcy Rule 3003(c)(2), any holder of a claim against REALM and ENCORE that is required to file a Proof of Claim, but fails to do so on or before the applicable Bar Date will be forever barred, estopped and enjoined from asserting that claim against REALM's and ENCORE's estates. Each of REALM and ENCORE and their Chapter 11 estates, successors, and property will be forever discharged from any and all indebtedness or liability with respect to this claim. Moreover, the holder of that claim will not be permitted to vote to accept or reject any Chapter 11 plan filed in these Chapter 11 cases, participate in any distribution in these Chapter 11 cases on account of that claim, or receive further notices with respect to REALM and ENCORE's Chapter 11 cases. Within 10 days of entry of an order granting the Bar Date Motion, REALM and ENCORE will cause to be mailed a Proof of Claim Form and (ii) a Bar Date Notice to these parties: * the United States Trustee for Region 2; * counsel to the Official Committee of Unsecured Creditors; * all known holders of claims listed on the Schedules; * all parties known to REALM and ENCORE as having potential claims against them; * all counterparties to REALM and ENCORE's executory contracts and unexpired leases listed on the Schedules; * counsel of record for all parties to pending litigation against REALM and ENCORE; * the Internal Revenue Service, the Securities and Exchange Commission, the United States Attorney's Office for the Southern District of New York, and all applicable government entities; and * all parties who have requested notice in any of the Debtors' Chapter 11 cases pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. The Debtors propose to publish a (a) a general notice in USA Today (National Edition) and The New York Times (National Edition), on January 2, 2009, to REALM and ENCORE General Bar Date; and (b) a local notice in local newspapers at January 2, 2009, prior to REALM and ENCORE General Bar Date, a list of which is available for free at: http://bankrupt.com/misc/GM_LocalNewspapers.pdf REALM and ENCORE reserve all rights and defenses with respect to any Proof of Claim, including the right to object to any Proof of Claim on any grounds. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had $107.45 billion in total assets against $135.60 billion in total liabilities. About Motors Liquidation 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: Offers Reprieve to Shut Dealers ----------------------------------------------- General Motors Co. and Chrysler LLC offered a potential reprieve to some of their U.S. dealers that they cut contracts with when then their predecessors filed for bankruptcy, in a bid to avert U.S. legislation that could force a review of their moves. GM announced December 3 that it is prepared to implement a comprehensive plan that both resolves concerns raised by dealers regarding GM's dealer network restructuring activities and allows it to continue to move forward with a critical component of its long-term viability plan. GM will begin to implement this plan in mid-January provided that legislation related to GM's dealer restructuring does not move forward. GM's plan offers a more certain and timely process and the appropriate alternative to address dealer concerns especially compared to proposed legislation that would raise a variety of legal and constitutional concerns. The GM plan, the result of several months of discussion and constructive engagement among dealer groups and Members of Congress, provides complete transparency, face-to-face reviews and binding arbitration, which together, will likely result in some dealers being reinstated. "GM especially appreciates the leadership of Senator Durbin and House Majority Leader Hoyer and the contribution of other Congressional members. Their tireless efforts to facilitate the discussion among all parties to achieve a non-legislative resolution to address dealer concerns were critical to the development of GM's comprehensive plan," said Susan Docherty, GM Vice President, U.S. Sales. "GM values its dealer body and recognizes the contributions they are making to the future viability of the company, the critical role they play in satisfying customers and their importance to communities across the country. We are prepared to implement this plan so GM and its dealers can channel our full focus on building and selling exceptional cars and trucks with the consumer experience to match," Docherty said. "I would also like to thank the National Association of Minority Automobile Dealers (NAMAD) for their commitment to work through some very difficult and complicated issues involving GM's dealer network," Docherty said. GM's plan includes: * A commitment to advise all Chevrolet, Buick, GMC and Cadillac dealerships that received a complete wind-down agreement of the criteria used by GM in the selection of that dealership for wind-down. * A face-to-face review process for all complete wind-down dealers who have not already terminated their dealer sales and service agreements with GM. * If the complete wind-down dealer is not satisfied with the outcome of the face-to-face review process, he or she may elect to proceed to binding arbitration. The arbitration will expressly be limited to whether GM selected the dealer to receive the wind-down agreement on the basis of its business criteria. Additional components include: * Accelerated wind-down payments to dealers consistent with the terms of their wind-down agreements. * A process to resolve open issues identified by dealers related to the operation of wind-down dealers. * Agreement to support public policy issues of mutual interest identified by dealers. * Agreement to work with appropriate policy makers regarding floor-plan and other financing issues that are important to dealers. * Additional evaluation in limited circumstances for complete wind-down dealers who purchased stock, land or dealerships from GM in the last four years. * Reaffirmation of GM's long-standing commitment to try to increase the diversity of its dealer body. * In the limited circumstances where there are dealer re- establishments, area wind-down dealers will be given the opportunity to submit a proposal. * Market reevaluation to ensure GM has sufficient dealer representation across the country. * Placement assistance for service technicians and other dealership employees. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had $107.45 billion in total assets against $135.60 billion in total liabilities. About Motors Liquidation 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: Old GM Creditors Committee Members Dwindle to 10 ---------------------------------------------------------------- Diana G. Adams, the United States Trustee for Region 2, under Sections 1102(a) and (b) of the Bankruptcy Code, appointed as of November 30, 2009, these unsecured creditors who are willing to serve on the Official Committee of Unsecured Creditors of General Motors Corporation, and its debtor affiliates: (1) Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: James J. McGinley Telephone: (302) 636-6019 Fax: (302) 636-4140 (2) Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, NY 10017 Attention: Robert Bice, Senior Vice President Telephone: (646) 747-1254 Fax: (212) 750-1361 (3) The Industrial Division of Communications Workers of America, AFL-CIO 2701 Dayton Road Dayton, Ohio 45439 Attention: James Clark, President, IUE-CWA Telephone: (937) 298-9984 Fax: (937) 298-6338 (4) International Union UAW 8000 East Jefferson Avenue Detroit, Michigan 48214 Attention: Niraj R. Ganatra, Associate General Counsel Telephone: (313) 926-5216 Fax: (313) 926-6240 (5) United Steelworkers Five Gateway Center, Room 807 Pittsburgh, Pennsylvania 15222 Attention: David R. Jury, Associate General Counsel Telephone: (412) 562-2545 Fax: (412) 562-2429 (6) Inteva Products, LLC 1401 Crooks Road Troy, Michigan 48084 Attention: Lance Lis, General Counsel Telephone: (248) 655-8900 Fax: (866) 741-1744 (7) Serra Chevrolet of Birmingham, Inc. Post Office Box 59120 Birmingham, Alabama 35259 Attention: Quentin Brown, Vice President/General Counsel Telephone: (205) 706-5359 Fax: (205) 212-3901 (8) Mark Buttita 2429 South Alpine Rd. Rockford, Illinois 61108 Telephone: (815) 509-1172 (9) Genoveva Bermudez c/o Cohen & Associates 8710 E. Vista Bonita Drive Scottsdale, Arizona 85255 Attention: Larry E. Cohen, Esq. Telephone: (480) 515-4745 (10) Kevin Schoenl 99 Maretta Road Rochester, New York 14624 Telephone: (215) 751-2050 Dated: New York, New York The Debtors' Creditors' Committee originally consisted of 15 members. Pension Benefit Guaranty Corporation, Interpublic Group, DENSO International America, Inc., Paddock Chevrolet and Saturn of Hempstead, Inc., are no longer part of the panel. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had $107.45 billion in total assets against $135.60 billion in total liabilities. About Motors Liquidation 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: Old GM Proposes to Reject Class Action Settlements ------------------------------------------------------------------ Motors Liquidation Co. and its units seek the Court's authority to reject, effective as of December 3, 2009, five agreements with each of Leader & Berkon LLP, LakinChapman LLC, Girard Gibbs LLP, Shughart Thomson & Kilroy, P.C., and DRA, Inc. To be rejected are four class action settlement agreements and asset purchase agreement. Paul Rachmuth, Esq., at Gerstein Savage, LLP, in New York, as counsel to members of class actions against the Debtors (i) in the 16th Judicial Circuit Court, Jackson County, Missouri and in the Superior Court of the State of California for the County of Alameda collectively known as the Dex-Cool Class Actions; and (ii) in the Superior Court of the State of California for the County of Los Angeles, Central Civil West Courthouse known as Anderson Class Action relate that they do not object to the rejection of their class action settlement entered with the Debtors. The Class Counsel said the response was filed to provide the Court with background information regarding the GM Class Actions. Debtors' counsel, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, informs the Court that the Class Counsel consents to the Debtors' filing of a certificate of no objection. He adds that the Debtors were contacted before the deadline to object to the 10th Omnibus Rejection Motion by counsel to (i) Class Action Settlement Agreement regarding Saturn Vehicles Containing Variable Transmission Intelligence Transmissions, and (ii) DRA International, Inc., concerning objections to the 10th Omnibus Rejection Motion with respect to their contracts. Thus, to resolve these parties' objections, the Debtors have removed contracts entered with Saturn VTIT Class Action and DRA International from contracts subject to the 10th Omnibus Rejection Motion. Accordingly, the Debtors ask the Court to grant their 10th Omnibus Rejection Motion, as revised. Mr. Smolinsky also informed the Court that Fountain Lakes I, LLC, filed a formal objection while MTech Associates, LLC and Renover Shreveport, LLC, contacted the Debtors regarding objections to the 9th Omnibus Rejection Motion with respect to their contracts. Thus, the Debtors remove the contracts of Fountain Lakes, MTech and Renover among contracts to be rejected pursuant to the 9th Omnibus Rejection Motion. The Debtors and MTech also entered into a stipulation extending MTech's deadline to respond to the 9th Omnibus Rejection Motion to December 1, 2009. In a separate matter, the Debtors, General Electric Capital Corporation, Philip Morris Capital Corporation, and Wells Fargo Bank Northwest, National Association, as indenture trustee under a leveraged lease transaction known as GM 2001A-6, agreed to further adjourn the hearing to consider the Debtors' proposed rejection of personal property leases with respect to the GM 2001A Agreement to December 16, 2009. The parties further agree that if the Rejection Motion is granted with respect to the GM 2001 A-6 Agreement on or before conclusion of the December 16, 2009 Hearing, the rejection will be nunc pro tunc to July 31, 2009. All parties-in-interest will be deemed to have waived all claims for adequate protection and administrative rent for the period after July 31, 2009, through the time the Rejection Motion is granted. The Parties also agreed that with respect to the dismantling or storage of the portion of the assembly line equipment covered by the 2001 A-1 Agreement and the 2001 A-2 Agreement pursuant to an order authorizing rejection of GM 2001A-1 and GM 2001A-2, the Debtors and General Motors Company will waive any claims to compensation or reimbursement of expenses incurred or storage charges for the period July 31, 2009, through December 16, 2009. Moreover, GECC and Wells Fargo will waive any claims to administrative rent arising from the Debtors' or GM's use or possession of the Equipment for the period July 31, 2009, through December 16, 2009. Unisia Mexicana S.A. de. C.V.; Hitachi, Ltd.; and Hitachi Automotive Products (USA), Inc., Westfalia-Automotive GMBH, and Gates Corporation and its affiliates withdrew their contract assumption objections. * * * The Court authorized the Debtors' rejection of three contracts entered with Girard Gibbs LLP, namely Class Action Settlement Agreement Regarding Intake Manifold Gasket Leaks and Similar Engine Coolant System Issues, Master Class Action Settlement Agreement Regarding Intake Manifold Gasket Leaks and Similar Engine Coolant System Issues, and Class Action Settlement Agreement Regarding 1999-2003 Model Year Chevrolet Silverados with Piston or Piston Pin Noise Issues. Moreover, the Court adjourned hearing on the 10th Omnibus Rejection Motion with respect to two contracts to December 16, 2009: (1) Class Action Settlement Agreement Regarding Saturn Vehicles Containing Variable Transmission Intelligence Transmissions dated April 14, 2009; and (2) Asset Purchase Agreement with DRA, Inc., and DR International, Inc., dated July 13, 1994. Subsequently, the Court also authorized the Debtors' rejection of seven agreements entered between the Debtors and Toyota Motor Corporation, comprised of two product responsibility agreements, two agreements on manufacture of Toyota-specific vehicles, an agreement for dispatch of technical service instructor, memorandum of understanding regarding pricing and production, and an agreement for allocation of NUMMI production effective as of November 30, 2009. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had $107.45 billion in total assets against $135.60 billion in total liabilities. About Motors Liquidation 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) GENERATION BRANDS: Plan Gives 91% Stake to 2nd Lien Lenders ----------------------------------------------------------- NetDockets, citing bankruptcy court filings, reports the key terms of the prepackaged restructuring Generation Brands Holdings, Inc. and its 13 affiliates reached with their lenders: * the satisfaction of the first lien debt through the use of certain cash-pay term loans and PIK term loans * the satisfaction of the second lien debt through the issuance of new common Stock of New QHB Holdings sufficient to result in an aggregate common equity ownership of New QHB at closing of 91.75% * the satisfaction of $35 million in notes held by Apollo Investment Corporation through the issuance of New Common Stock of New QHB sufficient to result in an aggregate common equity ownership of New QHB at closing of 7.50% NetDockets says the proposed plan would leave all other creditors unimpaired. Pursuant to a pre-filing solicitation, the terms of the plan were accepted by a majority of holders of the first lien debt (75% in number and over 80% in amount) and holders of the second lien debt (81% in number and 97% in amount). Yesterday's Troubled Company Reporter ran a story on Generation Brands and its affiliates' bankruptcy filing before the U.S. Bankruptcy Court for the District of Delaware. The cases are being jointly administered for procedural purposes under the QHB Holdings LLC case. The Debtors have received commitments for a $20-million debtor-in- possession revolving credit facility from its current revolving lenders, led by BNP Paribas as agent. When approved by the bankruptcy court, this financing will be available to fund post- petition operating expenses and to ensure that the Company can continue to meet its obligations to employees, customers, and suppliers during the Chapter 11 process. About Generation Brands Generation Brands is one of America's leading companies serving the lighting, electrical wholesale, home improvement, home decor, and building industries. The company has an outstanding portfolio of fashionable and functional lighting fixtures, ceiling fans, and decorative products that provide value and growth for its customers and end-users. The Company was advised in connection with its pre-packaged Chapter 11 financial reorganization by White & Case LLP and Barclays Capital. GENMAR HOLDINGS: Platinum Offers $55 Million for Part of Business ----------------------------------------------------------------- Genmar Holdings Inc., has a contract to sell some of its fiberglass powerboats business to Platinum Equity LLC for $55 million. Platinum Equity will acquire assets, including Ranger, Stratos, Champion, Wellcraft, Four Winns, Larson and Glastron boats, if it prevails at the auction. A hearing will be held Dec. 8 to approve sale procedures. Genmar wants the sale-approval hearing to take place Jan. 13. 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. GOLDEN EAGLE: To Seek Shareholder OK of Reverse Split, Equity Plan ------------------------------------------------------------------ A Special Meeting of Shareholders of Golden Eagle International, Inc., will be held at a yet-to-be-determined date, at the Little America Hotel, located at 500 South Main, Salt Lake City, Utah, to consider and take action on: 1) An amendment to the Company's Articles of Incorporation to effect a reverse stock split of the Company's outstanding common stock (but not the authorized common stock) at the rate of one new, post-split share for each 500 pre-split shares of common stock; 2) Approval of the Golden Eagle International, Inc. Revised 2009 Equity Incentive Plan; 3) Approval of the terms of the employment agreement between Golden Eagle and Terry C. Turner, the Company's Chief Executive Officer, President and Chairman; 4) Approval of the terms of the employment agreement between Golden Eagle and Tracy A. Madsen, the Company's Chief Financial Officer and Vice President - U.S. Operations; And 5) Such other business as may properly come before the meeting, or any adjournments or postponements thereof. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?4b38 Going Concern At September 30, 2009, the Company had total assets of $7,204,602 against $2,971,043 in total liabilities. "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 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. GOTTSCHALKS INC: Files Liquidating Chapter 11 Plan -------------------------------------------------- Bill Rochelle at Bloomberg News reports that Gottschalks Inc. has filed a proposed Chapter 11 plan. Under the Plan, unsecured creditors will split the $4 million to $10 million left after secured and other higher-priority claims are paid in full. Unsecured claims are expected to aggregate $75 million to $105 million. The amount for payment toward unsecured claims doesn't include recoveries from lawsuits, including preference suits against suppliers who were paid within 90 days of bankruptcy. Gottschalks has recently received a February 19 extension of its exclusive period to propose a Chapter 11 plan. About Gottschalks Inc. Headquartered in Fresno, California, Gottschalks Inc. (Pink Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional department store chain, operating 58 department stores and three specialty apparel stores in six western states. Gottschalks offers better to moderate brand-name fashion apparel, cosmetics, shoes, accessories and home merchandise. The Company filed for Chapter 11 protection on January 14, 2009 (Bankr. D. Del. Case No. 09-10157). O'Melveny & Myers LLP represents the Debtor in its Chapter 11 case. Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as the Debtors' co-counsel. The Debtor selected Kurtzman Carson Consultants LLC as its claims agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. When the Debtor filed for protection from its creditors, it listed $288,438,000 in total assets and $197,072,000 in total debts. GREDE FOUNDRIES: Wayzata-Led Auction on December 21 --------------------------------------------------- Grede Foundries Inc. obtained approval to conduct an auction to test Wayzata Investment Partners LLC's stalking horse offer. Wayzata has offered $106.5 million. The auction is scheduled for Dec. 21. Competing bids are due Dec. 17. The Bankruptcy Court will consider approval of the results of the auction on Dec. 22. Unless it is outbid at the auction, Wayzata will assume or pay off a $25.8 million first lien, $10.5 million in letters of credit obligations, a $24.2 million second lien, and $16.8 million financing for the Chapter 11 case. The buyer also will assume $29.2 million in debt. Grede said that the offer from Wayzata will provide resources for winding down the bankrupt estate by excluding two facilities from the purchase. Based in Reedsburg, Wisconsin, Grede Foundries, Inc. -- http://www.grede.com/-- produces ductile iron, grey iron and specialty metal parts. The Company serves the automotive, heavy truck, off-highway, diesel engine and industrial markets and is one of the largest cast-iron foundry companies in the United States. The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D. Wisc. Case No. 09-14337). Daryl L. Diesing, Esq., Jerard J. Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck Dudek S.C., represent the Debtor in its restructuring efforts. The Debtor selected Conway Del Genio Gries & Co. as restructuring advisor; Leverson & Metz S.C. as special counsel; and Kurtzman Carson Consultants LLC as claims agent. The Debtor listed total assets of $143,983,000 and total debts of $148,243,000 GRIZZLY EXCAVATION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Grizzly Excavation, Inc 2555 Emerson Lane Rapid City, SD 57701 Bankruptcy Case No.: 09-50469 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court District of South Dakota (Western (Rapid City) Judge: Charles L. Nail, Jr. Debtor's Counsel: Stan H. Anker, Esq. Anker Law Group, P.C. 1301 West Omaha Street, Suite 207 Rapid City, SD 57701 Tel: (605) 718-7050 Fax: (605) 718-0700 Email: sanker@rushmore.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,201,594 and total debts of $2,700,149. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/sdb09-50469.pdf The petition was signed by Steven J. Lhotak, president of the Company. HALCYON HOLDING: May Sell Terminator Rights to Satisfy Creditors ---------------------------------------------------------------- Jim Vejvoda at ign.com relates that The Halcyon Holding Group said it would have to auction off the rights to Terminator Salvation and future Terminator installments to satisfy its creditors and stakeholders. The Company, Mr. Vejvoda says, said the entire matter must be concluded by Feb. 1, 2010. Halcyon Holding Group LLC is the company that produced "Terminator Salvation," a film that generated $369 million in box office receipts. Halcyon Holding Group LLC and two affiliated companies filed Chapter 11 petitions on Aug. 17 in Los Angeles, California (Bankr. C.D. Calif. Case No. 09-31854). Halcyon said it has between $50 million and $100 million in both assets and debts. HANOVER INSURANCE: One Beacon Deal Won't Affect Fitch's BB+ Rating ------------------------------------------------------------------ Fitch Ratings said that The Hanover Insurance Group's renewal rights arrangement with OneBeacon Insurance Group, Ltd., will not affect THG's ratings. The Rating Outlook remains Stable. THG announced that it has entered into a renewal rights agreement with OneBeacon. Through the agreement THG has acquired access to $400 million in commercial lines premium, effective Jan. 1, 2010, for a fee of $23.25 million for the first $200 million in premium plus 10% of premium over $200 million. The transaction is consistent with Fitch's view of THG's strategy to selectively add commercial business in small and middle market accounts. The transaction accelerates a western state expansion initiative underway and adds additional scale, as well as product and service capabilities, to THG's core commercial business. Fitch believes the relative size of the transaction and the execution risks are moderate. THG's total and commercial lines net premium written in 2008 was $2.5 billion and $1 billion, respectively. THG also expects to hire and retain approximately 100 people from OneBeacon. Fitch notes that unlike an acquisition, a renewal rights transaction does not involve the transfer of assets or prior- period reserves and the risk of asset impairments or reserves deficiencies. Also, although there are advantages to adding premium through a renewal rights transaction versus organic growth in the open market, given current competitive market conditions, THG's new business could generate underwriting losses. It will be difficult to fully evaluate the impact of the transaction until the book of business is fully integrated. Fitch rates THG and subsidiaries: The Hanover Insurance Group -- Issuer Default Rating 'BBB'; -- 7.625% senior unsecured notes due 2025 'BBB-'; -- 8.207% junior subordinated debentures due 2027 'BB+'. The Hanover Insurance Company -- Insurer Financial Strength 'A-'. Citizens Insurance Company of America -- IFS 'A-'. The Rating Outlook is Stable. HEARTHSTONE RANCH: Taps McCormick Barstow as Bankruptcy Counsel --------------------------------------------------------------- Hearthstone Ranch II LLC asks the U.S. Bankruptcy Court for the Eastern District of California for permission to employ McCormick, Barstow, Sheppard, Wayte & Caruth LLP as counsel. McCormick Barstow will, among other things: -- examine the principals of the Debtor and other parties as to the Debtor's acts, conduct, and property; -- prepare records and reports as required by the Bankruptcy Rules, the Local Bankruptcy Rules, and U.S. Trustee Guidelines; and -- prepare applications, motions, notices and proposed orders, together with supporting documentation, to be submitted to the Court. Hilton A. Ryder, a partner at McCormick Barstow, tells the Court that the firm received $15,000 on account of attorneys fees and for filing fees from a member of the Debtor. Mr. Ryder assures the Court that McCormick Barstow is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ryder can be reached at: McCormick, Barstow, Sheppard, Wayte & Caruth LLP No. 5 River Park Place East Fresno, CA 93720 Hearthstone Ranch II LLC, owner of a development in Stanislaus County, California, filed a Chapter 11 petition. The property is claimed to be worth $10.5 million. The Company filed for Chapter 11 on November 4, 2009 (Bankr. E.D. Calif. Case No. 09-93573). Hilton A. Ryder, Esq., in Fresno, Calif., represents the Debtor in its restructuring effort. According to the schedules, the Company has assets of $10,500,064, and total debts of $11,640,801. HOLDER HOSPITALITY: NNAH to Auction Assets; 171 to Lose Jobs ------------------------------------------------------------ Silver Pinyon Journal's Dee Holzel, citing court documents, says a federal bankruptcy court approved a foreclosure sale of Model T -- and four casinos -- owned by Holder Hospitality Group requested by Northern Nevada Asset Holdings, saying the company was unable to reorganize in a timely manner. The Company's assets will be auctioned on Dec. 23, 2009, a move that would leave about 171 workers without jobs, source says. Joe Silver, representing Northern Nevada, said nothing is stopping its client from buying the property themselves and leasing it to someone else to operate, source notes. Mr. Silver relates that 777 Gaming of Las Vegas has prepared the necessary permits to lease the property, source says. The Holder Hospitality Group, LLC, owns and operates hotels and casinos that offer hospitality, lodging, entertainment, and recreations services. The Company's properties include Silver Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar, El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance Casino, and Model T Hotel Casino & RV Park. The Holder Hospitality was incorporated in 1992 and is based in Sparks, Nevada. HOMELAND SECURITY: Posts $745,800 Net Loss in Sept. 30 Quarter -------------------------------------------------------------- Homeland Security Capital Corporation reported a net loss of $745,849 for the fiscal first quarter ended September 30, 2009, from a net loss of $1,941,090 for the year ago period. Net contract revenue was $20,849,442 for the fiscal first quarter ended September 30, 2009, from $17,667,231 for the year ago period. At September 30, 2009, the Company had total assets of $33,645,850 against total liabilities of $36,917,640, resulting in $3,441,558 in stockholders' deficit. 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?4b3a Homeland Security Capital Corporation is an international provider of specialized technology-based radiological, nuclear, environmental disaster relief and electronic security solutions to government and commercial customers. The Company is engaged in the strategic acquisition, operation, development and consolidation of companies operating in the chemical, biological, nuclear and explosive incident response and security marketplace within the homeland security industry. The Company is focused on creating long-term shareholder value by taking a controlling interest in and developing its subsidiary companies through superior management, operations, marketing and finance. The Company operates businesses that provide products and services solutions, growing organically and by acquisitions. The Company targets emerging companies that are generating revenues but face challenges in scaling their businesses to capitalize on opportunities in the industry sectors. IGD PROPERTIES LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: IGD Properties, LLC PO Box 421 Farmville, VA 23901 Bankruptcy Case No.: 09-37962 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: Reginald R. Yancey, Esq. P.O. Box 11908 Lynchburg, VA 24506 Tel: (434) 528-1632 Fax: (434) 846-7112 Email: rryald@comcast.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by William J. Green, president of the Company. INDUS (ECLIPSE 2007-1): DBRS Downgrades Class D to 'CCC' -------------------------------------------------------- DBRS has downgraded the following four classes of the Indus (Eclipse) 2007-1 plc transaction and placed classes A, X, B, C and D Under Review Negative: * Class B to AA (low) from AA, Under Review Negative Implications * Class C to BBB (low) from A, Under Review Negative Implications * Class D to CCC from BBB, Under Review Negative Implications * Class E to C from BB, Stable * Classes A and X, AAA Under Review Negative Implications As a result of the review of the bonds prompting the downgrades to Classes B, C and D, those same classes, in addition to Classes A and X, have been placed Under Review with Negative Implications while DBRS completes a more detailed review of the loans securing the transaction. The downgrade is a result of the two loans in special servicing. DBRS expects losses to occur with the resolution of the APEX loan, the smallest loan in the transaction. In addition, following the compulsory purchase order of one of the properties securing the Agora Max loan, the residual debt has caused a decrease in the ICR and DSCR for the loan, as the price was not sufficient to satisfy the allocated loan balance. The losses expected with APEX and the residual debt load on the Agora Max loan prompted the downgrades, as the credit support was found to be insufficient to support the ratings. DBRS notes that there are many loans on the servicer's watchlist, primarily due to loan to value (LTV) covenant breaches. While the ICR and DSCR ratios are consistent with DBRS expectations, and the current LTVs are largely at or below DBRS expectations, DBRS is concerned that there could be greater value decline in the markets, and will endeavor to review each loan to ensure the further value decline and potential ICR decline is properly reflected in its ratings. Upon completing a full review of each loan, DBRS will publish its findings, including any impact it has upon the ratings, in a full Surveillance Report. INNOVATIVE COS: Can Access Citibank Cash Collateral Until Dec. 10 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York, in a sixth interim order, authorized Innovative Companies LLC and its debtor-affiliates to continue using cash collateral of Citibank, N.A., until December 10, 2009. A further hearing will be held on December 10, 2009, at 11:00 a.m. at the U.S. Bankruptcy Court, 290 Federal Plaza, Central Islip, New York City. As reported in the Troubled Company Reporter on June 23, 2009, Citibank asserts a claim against the Debtors of $22,110,000 secured by the Debtors' assets, including cash collateral that is estimated by the Debtors to be worth $14,000,000. As adequate protection against any diminution in value of the Collateral, including cash collateral, Citibank is granted a security interest and replacement lien in all of the assets and property acquired by the Debtors after the petition date and the proceeds thereof, including, without limitation, the bank accounts maintained by the Debtors at any non-Citibank financial institution, subject to a Carve-Out for fees payable to the U.S. Trustee and any fees payable to the Clerk of the Bankruptcy Court, and reasonable fees and expenses of any Chapter 7 trustee appointed in a subsequent conversion of all of the cases, up to a maximum of $7,500. As additional adequate protection, Citibank is granted an allowed administrative claim under sections 503(b)(1), 507(a), and 507(b) of the Bankruptcy Code for any diminution in the value of the Citibank Collateral. About The Innovative Companies Headquartered in Hauppauge, New York, The Innovative Companies LLC and its affiliates filed for Chapter 11 protection on April 17, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669). Leslie A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors in their restructuring efforts. David M. Banker, Esq., at Lowenstein Sandler PC, represents the official committee of unsecured creditors as counsel. In its petition, the Company listed between $10 million and $50 million each in assets and debts. INTEGRAL VISION: Reports $753,000 Net Loss for Sept. 30 Quarter --------------------------------------------------------------- Integral Vision, Inc., reported a net loss of $753,000 for the three months ended September 30, 2009, from a net loss of $8,251,000 for the year ago period. The Company posted a net loss of $2,035,000 for the nine months ended September 30, 2009, from a net loss of $9,746,000 for the year ago period. Total revenues -- Net product sales and Net revenue from product development agreements -- were $234,000 for the three months ended September 30, 2009, from $11,000 for the year ago period. Total revenues were $1,479,000 for the nine months ended September 30, 2009, from $491,000 for the year ago period. At September 30, 2009, the Company had $765,000 in total assets against $8,523,000 in total liabilities, resulting in $7,758,000 in stockholders' deficit. On October 1, 2009, the Company extended the terms on $1,566,000 of its Class 2 Notes due on October 1, 2009, to January 15, 2010, and issued 1,040,425 associated warrants on October 8, 2009. The remaining $5,000 of notes due October 1, 2009, and associated interest were paid in full. On October 22, 2009, the Company sold an additional $110,000 of Class 2 Notes and issued 45,205 warrants. The Company said these transactions bring the aggregate amount of outstanding Class 2 and Class 3 Notes to $7,192,000. The Company noted it incurred losses from operations in the years of 2008 and 2007 of $11.0 million and $3.0 million respectively. "The continuing losses raise substantial doubt about our ability to continue operating as a going concern," the Company said. "We are currently working with a number of large customers who are using our technologies to evaluate their microdisplay production or are evaluating our technology for the inspection of LCD displays and components. We expect that additional sales orders will be placed by these customers during the last quarter of 2009 and throughout 2010, provided that markets for these products continue to grow and the customers continue to have interest in our technology-assisted inspection systems. Ultimately, our ability to continue as a going concern will be dependent on these large companies getting their emerging display technology products into high volume production and placing sales orders with us for inspection products to support that production. However, there can be no assurance that we will be successful in securing sales orders sufficient to continue operating as a going concern," the Company said. "From November 2006 through September 30, 2009, we have used $7,082,432 of Class 2 and Class 3 Notes to fund operations. $4,372,320 of these Notes are Class 3 Notes that mature on July 1, 2010. The remaining $2,710,112 are Class 2 Notes. $1,571,000 of the Class 2 Notes which were due on October 1, 2009 have been extended to January 15, 2010. No additional consideration was required by the Note Holders for the extension. The remaining $1,139,112 of Class 2 Notes mature on December 31, 2009. We will need to raise additional funds in the fourth quarter of 2009 to pay these notes as they mature or negotiate the extension of their due dates. Taking into account existing and anticipated orders, we expect that we may need to raise an additional $600,000 to fund operations through the fourth quarter of 2009. If the anticipated orders do not materialize as expected, we will need to raise additional capital in early 2010 to fund operations through the third quarter of 2010." 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?4b39 Integral Vision, Inc. develops, manufactures, and markets flat panel display inspection systems to ensure product quality in the display manufacturing process. The Company primarily inspects microdisplays and small flat panel displays, though the technology used is scalable to allow inspection of full screen displays and components. The Company's customers and potential customers are primarily large companies with significant investment in the manufacture of displays. Nearly all of the Company's sales originate in the United States, Asia, or Europe. IPCS INC: Voluntarily Withdraws Listing of Common Stock on NASDAQ ----------------------------------------------------------------- iPCS, Inc. has filed a notification to voluntarily withdraw its common stock securities from listing and registration on the NASDAQ Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. A copy of the Form 25 is available for free at: http://researcharchives.com/t/s?4b41 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 Completes Acquisition ---------------------------------------------- Sprint Nextel Corporation on December 4 said it has successfully completed its acquisition of iPCS, Inc. Under the terms of the transaction, announced in October, Sprint Nextel acquired iPCS for approximately $831 million, including the assumption of $405 million of net debt. Sprint Nextel acquired all of iPCS's outstanding common shares for $24.00 per share in an all-cash transaction. As a result of the completion of the merger, iPCS is now a wholly- owned subsidiary of Sprint Nextel. iPCS shares ceased trading on NASDAQ as of the closing of the market Friday and will be delisted. The completion of this acquisition also allows Sprint Nextel and iPCS to resolve all the litigation pending between them. More than 700,000 former iPCS wireless customers will now be counted as direct Sprint Nextel subscribers. As part of the acquisition, Sprint also expanded its direct service territory to cover an additional 12.6 million people. Since iPCS's services were sold under the Sprint brand name and in Sprint-branded stores, iPCS customers should not experience any change in their service as a result of this transaction. On November 25, 2009, pursuant to the Agreement and Plan of Merger, dated as of October 18, by and among Sprint Nextel Corporation, Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel completed a cash tender offer to acquire all of the outstanding shares of common stock, par value $0.01 per share, of iPCS at a price of $24.00 per share, net to the holder in cash, without interest and less any required withholding taxes. At the expiration of the Tender Offer, a total of 11.594 million shares of iPCS Common Stock were validly tendered and not withdrawn, including shares validly tendered by notice of guaranteed delivery, representing 70% of the outstanding shares of iPCS Common Stock as of the expiration of the Tender Offer. On November 27, 2009, Sprint Nextel, through the Offeror, accepted such tendered shares for payment and exercised its option pursuant to the Merger Agreement to purchase newly-issued shares of iPCS Common Stock at a price of $24.00 per share to increase its ownership percentage of the outstanding shares of iPCS Common Stock to over 90%. The purchase of the Top-Up Shares was completed December 4, 2009. No vote or meeting of the stockholders of iPCS to approve the Merger was required. 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. 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. J2 INVESTMENTS: Parties-In-Interest Want Ch. 11 Trustee Appointed ------------------------------------------------------------------ James P. McAluney asks the Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas to direct the appointment of a Chapter 11 trustee in the reorganization cases of J2 Investments, LLC, et. al. Mr. McAluney, trustee of the Revocable trust of James P. McAluney, represents Shale Synergy, LLC, et al., creditors and parties-in- interest in the Chapter 11 case of the Debtors. Mr. McAluney relates that the Debtors' management has engaged in fraud and dishonesty as evidenced by the detailed allegations in the State Court lawsuit, State Court TRO, and State Court injunction, prohibiting the Debtor and certain related insider entities and controlling persons from any dissipation of the Debtors' assets. Dallas, Texas-based J2 Investments, LLC, filed for Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D. Texas Case No. 09-37744). The Company's affiliates, Carole Petroleum, LLC, and Red River Operators, LLC, filed separate Chapter 11 petitions. Mark A. Castillo, Esq., Melanie Pearce Goolsby, Esq., and Stephanie Diane Curtis, Esq., at The Curtis Law Firm, PC, assist J2 Investments in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. JG WENTWORTH: Employs More Than 50 Associates for Bryn Mawr ----------------------------------------------------------- Roslyn Rudolph at Philadelphia Business Today says J.G. Wentworth recruited about 50 sales associates for its Bryn Mawr headquarters by end of January 2010, saying the recent economic crisis has expanded the need for the services it offers. J.G. Wentworth, Inc. -- http://www.jgwentworth.com/-- based in Bryn Mawr, Pennsylvania, is the nation's oldest, largest and most respected buyer of deferred payments for illiquid financial assets like structured settlements and annuities. Since 1992, J.G. Wentworth has purchased over $3 billion of future payment obligations from consumers and is also the nation's largest securitizer of structured settlement and annuity backed notes. J.G. Wentworth and its affiliates filed for Chapter 11 on May 19, 2009 (Bankr. D. Del. Case No. 09-11731). Norman L. Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assist the Debtors in their restructuring efforts. J.G. Wentworth listed $100,001 to $500,000 in assets and $500,001 to $1,000,000 in debts. JOHN VONTRAN: Files for Chapter 11 Bankruptcy in Maryland --------------------------------------------------------- Hanah Cho at The Baltimore Sun says John F. Vontran and his wife, Kelly A. Vontran, sought protection under Chapter 11 in the federal bankruptcy court in Maryland, listing liabilities of about $10 million, which includes personal and business-related loans. Ms. Cho, citing court documents, says the Company owes $3.3 million to Patapsco Bank, and $1 million to Inner Harbor East developer John Paterakis. John F. Vontran and Kelly A. Vontran are real estate developer. The Vontrans develop the Yorkway Housing development in Dundalk. KNOWLEDGE LEARNING: S&P Gives Stable Outlook; Keeps 'B+' Rating --------------------------------------------------------------- Standard & Poor's Rating Services said it revised its rating outlook on Portland, Oregon-based Knowledge Learning Corp., a wholly owned subsidiary of Knowledge Schools Inc., to stable from negative. At the same time, S&P affirmed its ratings on the company, including the 'B+' corporate credit rating. "The outlook revision reflects the company's maintenance of adequate credit metrics despite challenging business conditions," said Standard & Poor's credit analyst Hal F. Diamond. KLC has held stable its debt leverage, margins, and liquidity despite weaker operating performance. The company has partially offset declining center enrollments with cost-saving initiatives, small tuition increases, reduced capital expenditures, and fewer center openings. LANDAMERICA FIN'L: Deregisters all Unissued Company Common Stock ---------------------------------------------------------------- LandAmerica Financial Group, Inc. has filed a Post-effective Amendment No. 21 to the Registration Statement on Form S-4 (File No. 333-134614) to deregister all of the Company common stock remaining unissued under the Registration Statement as of the effective date of this Post-Effective Amendment No. 2. As contemplated by the amended joint plan of liquidation dated November 16, 2009, which was confirmed by the U.S. Bankruptcy Court for the Eastern District of Virginia on November 23, 2009, the existing securities of the Company will be cancelled on the Plan's Effective Date and will will not receive any distributions. In anticipation of the Effective Date, the Company has terminated all offerings of its securities under existing registration statements, including the Registration Statement. A copy of the Post-effective Amendment No. 2 to Form S-4 is available for free at http://researcharchives.com/t/s?4b43 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: Deregisters all Unissued Securities Under S-3 ---------------------------------------------------------------- LandAmerica Financial Group, Inc. has filed a Post-effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-130312) to deregister all of the Company securities remaining unissued under the Registration Statement as of the effective date of this Post-Effective Amendment No. 1. As contemplated by the amended joint plan of liquidation dated November 16, 2009, which was confirmed by the U.S. Bankruptcy Court for the Eastern District of Virginia on November 23, 2009, the existing securities of the Company will be cancelled on the Plan's Effective Date and will will not receive any distributions. In anticipation of the Effective Date, the Company has terminated all offerings of its securities under existing registration statements, including the Registration Statement. A copy of the Post-effective Amendment No. 1 to Form S-3 is available for free at http://researcharchives.com/t/s?4b42 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) LAS VEGAS SANDS: S&P Affirms Corporate Credit Rating at 'B-' ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings on the Las Vegas Sands Corp. family of companies, which includes Las Vegas Sands LLC, its Venetian Casino Resort LLC subsidiary, and affiliate VML U.S. Finance LLC. The corporate credit rating was affirmed at 'B-', and the rating outlook remains negative. "S&P's 'B-' rating reflects S&P's concerns around the company's intermediate-term liquidity and its ability to maintain compliance with covenants under its U.S. credit facilities," said Standard & Poor's credit analyst Ben Bubeck. S&P's concerns are based on LVSC's significant debt burden, an aggressive development pipeline, and S&P's expectation for continued declines in cash flow generation at the Las Vegas properties in 2010. The recent series of capital raises executed by the company (which provide ample liquidity into 2011 given S&P's expectations for performance), the potential for the company to generate substantial cash proceeds through the sale of noncore assets, and recently completed cost-containment efforts only somewhat temper these negative rating factors. When assessing LVSC's credit quality, S&P considers the consolidated entity, despite the distinct financing structures at LVSC and its U.S., Macau, and Singapore subsidiaries. S&P deem the strategic relationship between the parent and each subsidiary as an important factor bearing on the credit quality of the overall consolidated entity. However, the notching of S&P's issue-level ratings from the corporate credit rating recognizes the distinct financing structures. S&P's rating incorporates the expectation for continued declines in cash flow generation at the Las Vegas properties in 2010, followed by a modest rebound in 2011. S&P is factoring declines in the 5% to 10% range into S&P's 2010 forecast. These declines reflect broader economic issues continuing to pressure visitation to Las Vegas, as well as consumer spending patterns. Furthermore, S&P believes that the near-term opening of CityCenter (in phases beginning this week), which will bring with it nearly 6,000 additional rooms, will drive continued pressure on room rates, although S&P does not expect average daily rates to fall to the extent observed in 2009. S&P is also downwardly revising S&P's expectations for the Sands Bethlehem property, and have contemplated EBITDA stabilizing in the $40 million to $50 million range over the next few years. S&P's expectations for the Macau market are more optimistic, at least for 2010. While the risk of tighter visa restrictions will be a consistent threat faced by all operators in the market, S&P expects the market to grow meaningfully in 2010. There is very little new capacity scheduled to come online next year, which also bodes well for near-term prospects. S&P has incorporated the expectation for EBITDA growth of about 10% in 2010 across the three Macau properties. This growth will primarily result from strength at the Venetian Macau and a continuing gradual ramp-up at the Four Seasons Macau. S&P believes that performance at the Sands Macau will be slightly weaker in 2010, and note that the year-to-date growth in EBITDA in 2009 was entirely driven by cost containment. Net revenues at this property were down 6% through Sept. 30, 2009. LEO ROBBINS & SONS INC: Case Summary & 20 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Leo Robbins & Sons, Inc. 801 Walnut Street Philadelphia, PA 19107 Bankruptcy Case No.: 09-19403 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Robbins Delaware Diamonds, LLC 09-19404 Chapter 11 Petition Date: December 6, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Eric L. Frank Debtor's Counsel: Aris J. Karalis, Esq. Maschmeyer Karalis P.C. 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: akaralis@cmklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/paeb09-19403.pdf The petition was signed by Jerry Robbins, president of the Company. LEVI STRAUSS: Rogers Steps Down as Chairman; Kauffman Gets Post --------------------------------------------------------------- T. Gary Rogers, the Chairman of the Board of Directors of Levi Strauss & Co., on December 3, 2009, informed the Board that he is retiring from the Board, effective immediately. Richard L. Kauffman, a member of the Board since October 2008, will serve as interim Chairman until a successor is appointed by the Board. Mr. Kauffman is also a member of the Board's Audit Committee and Chairman of the Board's Finance Committee, and he will remain in those positions while serving as Chairman of the Board. Mr. Rogers said, "After nearly 12 years on the Board and two years as the Chairman I have decided that it is the right time for me to retire. I leave confident that the company is well positioned for success." "The Board is immensely grateful to Gary for his decade of devoted service and especially his leadership in the past two years. Levi Strauss & Co. is much stronger as a result of his contributions," said Chairman Emeritus Robert D. Haas. Mr. Kauffman is currently the Chief Executive Officer, President and Managing Director of Good Energies. Previously, he was a Partner at Goldman Sachs and Chairman of its Global Financing Group. About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. As of August 30, 2009, the Company had $2,824,062,000 in total assets against $3,131,022,000 in total liabilities and $1,146,000 in temporary equity, resulting in $308,106,000 in stockholders' deficit. As of August 30, 2009, the Company had cash and cash equivalents totaling roughly $171.7 million, resulting in a net liquidity position (unused availability and cash and cash equivalents) of $386.1 million. * * * As reported by the Troubled Company Reporter on April 29, 2009, Moody's Investors Service affirmed Levi Strauss' Corporate Family and Probability of Default ratings at B1 and also continued its positive outlook on the company's ratings. Levi Strauss continues to carry Fitch Ratings' 'BB-' Issuer Default Rating. LEXICON UNITED: Reports $181,732 Net Loss for Sept. 30 Quarter -------------------------------------------------------------- Lexicon United Incorporated reported a net loss of $181,732 for the three months ended September 30, 2009, from a net loss of $209,423 for the year ago period. Lexicon United posted a net loss of $530,841 for the nine months ended September 30, 2009, from a net loss of $623,469 for the year ago period. Total revenues from service and receivables portfolio were $1,219,799 for the three months ended September 30, 2009, from $1,266,548 for the year ago period. Total revenues were $2,960,419 for the three months ended September 30, 2009, from $3,362,657 for the year ago period. At September 30, 2009, the Company had total assets of $3,081,219 against total liabilities of $4,487,900. At September 30, 2009, the Company had accumulated deficit of $3,437,978 and total deficit of $1,406,681. The Company also had negative working capital of $3,582,385 at September 30, 2009. The Company said management's plans include raising adequate capital through the equity markets to fund future operations and generating of revenue through its businesses. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. "Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern," the Company said. About Lexicon United Based in Austin, Texas, Lexicon United Incorporated (OTC BB:LXUN.OB) -- http://www.atncapital.com.br/-- is a financial services holding company specializing in collections and credit recovery. ATN, a subsidiary of the Company, is engaged in the business of managing and servicing accounts receivables for large financial institutions in Brazil and acquiring portfolios of debt assets for its own account. Revenues are primarily derived from collections related to distressed debt assets. M&I MARSHALL: Moody's Cuts Bank Financial Strength Rating to C -------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Marshall & Ilsley Corporation and its subsidiaries. M&I was lowered to Baa1 from A3 for senior debt. The lead bank, M&I Marshall & Ilsley Bank, had its unsupported bank financial strength rating lowered to C from C+ and its long-term deposit rating lowered to A3 from A2. The bank's short-term rating was lowered to Prime-2 from Prime-1. The holding company's short-term rating was confirmed at Prime-2. Following the rating action, the outlook on M&I and its subsidiaries is negative. This concludes Moody's review for possible downgrade that began on September 15, 2009. The one notch downgrade reflects Moody's view that M&I faces sizable credit losses throughout 2010 resulting from its real estate concentration. Specifically, Moody's anticipates that M&I's credit costs will be of a magnitude sufficient to prevent the bank from returning to profitability in the near-term. However, the impact of those potential losses is mitigated by M&I's recent sizable capital raise. In October, M&I issued $863 million of common equity. In addition to strengthening its capital base in the face of additional credit losses, the capital raise represents a vote of confidence in M&I's future. That is important because it may lessen the possibility that a valuation allowance would need to be established against M&I's deferred tax asset, which has a long carryforward period, but is unlikely to be utilized as long as M&I's loan loss provisions remain near their current levels. Nonetheless, the potential exists that a valuation allowance may need to be established in the future depending upon M&I's earnings performance. That possibility is captured in the negative rating outlook. The negative outlook also incorporates longer-term franchise considerations. Although M&I has a sizable local presence in Wisconsin and its current liquidity profile is ample, brokered deposits, mostly long-dated, continue to account for roughly one- quarter of total deposits. Moody's believes that a funding profile more concentrated in core customer-sourced deposits would further enhance M&I's liquidity profile and could support a stable rating outlook. Moody's added that while most of M&I's ratings declined by one notch, the rating on the non-cumulative preferred stock issued by M&I Marshall & Ilsley Investment II Corp. was lowered by two notches to Baa3 from Baa1 and the rating on the non-cumulative portion of M&I LLC's preferred stock shelf was also lowered by two notches to (P)Ba1 from (P)Baa2. In addition, the ratings on M&I LLC's junior subordinated shelf and the ratings on M&I's trust preferred shelves were lowered to (P) Baa3 from (P) Baa1. These ratings reflect the coupon deferral risk associated with the respective instruments and are in line with Moody's recently published methodology entitled "Moody's Guidelines for Rating Bank Hybrid Securities and Subordinated Debt". Notwithstanding the downgrades, Moody's noted that M&I's ratings continue to reflect its strong direct banking franchise in Wisconsin, where it enjoys significant market share, and its solid wealth management platform. Moody's last rating action on M&I was on September 15, when the company's ratings were placed on review for possible downgrade. The principal methodologies used in rating this issuer were Moody's "Bank Financial Strength Ratings: Global Methodology", published in February 2007, and "Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology", published in March 2007, and available on www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website. Downgrades: Issuer: M&I Bank FSB -- Bank Financial Strength Rating, Downgraded to C from C+ -- Issuer Rating, Downgraded to A3 from A2 -- OSO Rating, Downgraded to P-2 from P-1 -- Deposit Rating, Downgraded to P-2 from P-1 -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2 -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2 Issuer: M&I Capital Trust C -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1 Issuer: M&I Capital Trust D -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1 Issuer: M&I Captial Trust E -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1 Issuer: M&I LLC -- Multiple Seniority Medium-Term Note Program, Downgraded to Baa1, Baa2 from A3, Baa1 -- Multiple Seniority Shelf, Downgraded to a range of (P)Baa2 to (P)Baa1 from a range of (P)Baa1 to (P)A3 -- Multiple Seniority Shelf, Downgraded to (P)Baa1, (P)Baa2, (P)Baa3, (P)Baa3, (P)Ba1 from (P)A3, (P)Baa1, (P)Baa1, (P)Baa2, (P)Baa2 -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1 from A3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1 from A3 Issuer: M&I Marshall & Ilsley Bank -- Bank Financial Strength Rating, Downgraded to C from C+ -- Issuer Rating, Downgraded to A3 from A2 -- OSO Rating, Downgraded to P-2 from P-1 -- Deposit Rating, Downgraded to P-2 from P-1 -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2 -- Multiple Seniority Bank Note Program, Downgraded to A3, Baa1 from A2, A3 -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from A3 -- Senior Subordinated Regular Bond/Debenture, Downgraded to Baa1 from A3 -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from A2 -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3 from A2 -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2 Issuer: M&I Marshall & Ilsley Investment II Corp. -- Preferred Stock Preferred Stock, Downgraded to Baa3 from Baa1 Issuer: Marshall & Ilsley Corporation -- Multiple Seniority Medium-Term Note Program, Downgraded to Baa1, Baa2 from A3, Baa1 -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1 from A3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1 from A3 Outlook Actions: Issuer: M&I Bank FSB -- Outlook, Changed To Negative From Rating Under Review Issuer: M&I Capital Trust C -- Outlook, Changed To Negative From Rating Under Review Issuer: M&I Capital Trust D -- Outlook, Changed To Negative From Rating Under Review Issuer: M&I Captial Trust E -- Outlook, Changed To Negative From Rating Under Review Issuer: M&I LLC -- Outlook, Changed To Negative From Rating Under Review Issuer: M&I Marshall & Ilsley Bank -- Outlook, Changed To Negative From Rating Under Review Issuer: M&I Marshall & Ilsley Investment II Corp. -- Outlook, Changed To Negative From Rating Under Review Issuer: Marshall & Ilsley Corporation -- Outlook, Changed To Negative From Rating Under Review Confirmations: Issuer: Marshall & Ilsley Corporation -- Senior Unsecured Commercial Paper, Confirmed at P-2 Marshall & Ilsley Corporation, headquartered in Milwaukee, Wisconsin, reported assets of $59 billion at September 30, 2009. MAGNITUDE INFORMATION: Posts $417,390 Net Loss for Sept. 30 Qtr --------------------------------------------------------------- Magnitude Information Systems, Inc., reported a net loss of $417,390 for the three months ended September 30, 2009, from a net loss of $852,704 for the year ago period. The Company reported a net loss of $2,022,579 for the nine months ended September 30, 2009, from a net loss of $1,887,413 for the year ago period. Total revenues for the three months ended September 30, 2009, were $14,928 from $18,841 for the year ago period. Total revenues for the nine months ended September 30, 2009, were $53,772 from $37,055 for the year ago period. As of September 30, 2009, the Company had total assets of $179,310 against total liabilities of $2,864,841, resulting in stockholders' deficit of $2,685,531. The Company said its ability to continue its operations is dependent on increasing sales and obtaining additional capital and financing. In their report for the fiscal year ended December 31, 2008, the Company's auditors had expressed an opinion that, as a result of the losses incurred, there was substantial doubt regarding the Company's ability to continue as a going concern. Management's plans are to continue seeking equity and debt capital until cash flow from operations cover funding needs. Magnitude Information Systems, Inc., owns and operates "Kiwibox.com", a social networking Web site for teens. MAJESTIC STAR: Investors, Trustees Appointed to 5-Member Panel -------------------------------------------------------------- Majestic Star Casino LLC has an official creditors' committee with five members. Roberta A. DeAngelis, Acting United States Trustee, Region 3, appointed these entities to the Committee of Unsecured Creditors: 1. Law Debenture Trust Company of New York, Attn: Anthony Bocchino, 400 Madison Ave., 47th Floor, New York, NY 10017, Phone: 212-750-6474, Fax: 212-750-1361 2. Newport Global Advisors, Attn: Ryan Langdon, 21 Waterway Ave., #150, The Woodlands, TX 77380, Phone: 713-559-7400 3. Brigade Leveraged Capital Structures Master Fund Ltd., Attn: Carney Hawks, 399 Park Ave., 16th Floor, New York, NY 10022, Phone: 212-745-9745, Fax: 212-745-9701 4. Ore Hill Partners LLC, Attn: Claude A. Baum, 650 Fifth Ave., 9th Floor, New York, NY 10019, Phone: 212-389-2333, Fax: 212-381-1932 5. Wilmington Trust Company, Attn: Patrick J. Healy, Rodney Square North, 1100 North Market Street, Wilmington, DE 19801, Phone: 302-636-6391, Fax: 302-636-4149 About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nevada. It is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Indiana on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company filed for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. D. Delaware Case No. 09-14136). The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also filed separate Chapter 11 petitions. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC are the Debtors' claims and notice agent. The Majestic Star Casino, LLC's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of $749.55 million. When it filed for bankruptcy, the Company listed up to $500 million in assets and up to $1 billion in debts. MEG ENERGY: Moody's Downgrades Corporate Family Rating to 'B2' -------------------------------------------------------------- Moody's Investors Service lowered MEG Energy Corp.'s Corporate Family Rating to B2 from B1 and its senior first secured term loan rating to B2 from B1. The B2 rating applies to the proposed $300 million increase in the first lien secured term loan. Moody's also assigned a B2 rating to MEG's proposed first secured $150 million revolver, which ranks pari passu with the term loan. The rating outlook is stable. The lowering of the CFR to B2 reflects the substantial increase in debt to partially fund the Phase IIB expansion, at a time when production and cash flow is still very low, having averaged approximately 4,500 barrels per day (bpd) in October and November of 2009 as the company ramps up Phase 1 and 2 production. Production from these phases is not expected to reach design capacity of 25,000 bpd until late 2010 or early 2011. The rating favorably considers MEG's 50% ownership of the Access pipeline, which provides dedicated access to the flow of diluents from Edmonton to its SAGD operation and of dilbit back to Edmonton. The B2 CFR reflects MEG's strong ownership group, access to and ongoing use of equity capital to fund significant portions of its development and expansion, its strong reserves position in key productive areas of the oil sands, and Moody's expectation that the company will ultimately ramp-up Phases 1 and 2 production to their design capacity of approximately 25,000 bpd, with a favorable steam oil ratio. However, the rating also considers a very high debt level at a time of very low production and cash flow, and the execution risk of ramping up Phase 1 and 2 to targeted levels through early 2011, before which steam-oil ratios and other cost and economic relationships will not be observable. The stable outlook considers MEG's 100% ownership of a large base of long-lived bitumen reserves and Moody's expectation that the company will be largely successful in ramping up production at Phases I and II and achieving favorable unit costs. With the completion of the proposed increase in term loan and approximately C$450 to C$550 million of new common equity expected to close in December 2009, MEG will have approximately C$750 million of cash on hand, includes debt service reserve account for the term loan. These resources, in combination with cash generated from production at Christina Lake, should give the company sufficient funds to complete the ramp up of Phase 1 and 2 and begin the development of Phase 2B. MEG will also have a $150 million undrawn revolver, approximately $30 million of which will be used for letters of credit. Downgrades: Issuer: MEG Energy Corp. -- Corporate Family Rating, Downgraded to B2 from B1 -- Senior Secured Bank Credit Facility, Downgraded to B2 from B1 Assignments: Issuer: MEG Energy Corp. -- Senior Secured Bank Credit Facility, Assigned LGD3, 49% B2 -- Senior Secured Bank Credit Facility, Assigned LGD3, 49% B2 Outlook Actions: Issuer: MEG Energy Corp. -- Outlook, Changed To Stable From Negative MEG's ratings have been assigned by evaluating factors that Moody's believes are relevant to the company's risk profile, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside MEG's core industry. The last rating action was on February 18, 2009, when MEG's existing ratings were lowered to B1 and the outlook changed to negative. MEG Energy Corp. is privately held and headquartered in Calgary, Alberta. It is developing a steam-assisted-gravity-drainage oil sands project that holds approximately 350 million barrels of net proven bitumen reserves (433 million gross). MEG ENERGY: S&P Assigns 'BB+' Rating on US$300 Mil. Term Loan ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' issue-level ratings to Calgary, Altberta-based MEG Energy Corp.'s (BB-/Stable/--) proposed US$300 million secured term loan due April 2016 and US$150 million secured revolving credit facility due December 2013. S&P assigned '1' recovery ratings to the term loan and facility, indicating S&P's expectations of very high (90%-100%) recovery in the event of a default. Proceeds from the proposed transactions will finance capital expenditures, including Phase 2B of MEG's Christina Lake project; fund the debt service account; support increased working-capital needs related to the start-up of Phases 1 and 2 of MEG's Christina Lake Project; and fund general corporate purposes. MEG also closed a C$150 million equity financing Dec. 4 and expects to close an additional C$300 million-C$400 million by the end of December 2009. "Although MEG's debt levels will increase as a result of the proposed transaction, S&P believes that the subsequent improved liquidity and removal of near-term financing requirements for Phase 2B provide some credit strength, offsetting the incremental debt servicing obligations," said Standard & Poor's credit analyst Jamie Koutsoukis. "Furthermore, although S&P expects spending will exceed operating cash flows in the medium term as MEG proceeds with Phase 2B, S&P believes the cash flow from Phases 1 and 2 will support the increased capital commitments within the current rating," Ms. Koutsoukis added. In S&P's opinion, the ratings on MEG reflect the company's execution risk of bringing its projects online, its expectation of negative free cash flow in the medium term as MEG spends on additional production, and the company's exposure to heavy oil differentials once production begins. The above-average reserve life index of MEG's oil sands leases and the expected stable production profile with negligible finding costs associated with oil sands extraction somewhat mitigate these constraints, in S&P's view. Ratings List MEG Energy Corp. Corporate credit rating BB-/Stable/-- Ratings Assigned US$300 mil. sec. term ln. due Apr. 2016 BB+ Recovery rating 1 US$150 mil. sec. rvl. crdt. fac. due Dec. 2013 BB+ Recovery rating 1 METALINK LTD: Receives Delisting Notice From NASDAQ --------------------------------------------------- Metalink Ltd. disclosed that on November 30, 2009, it received a NASDAQ Staff determination letter, notifying the Company that it has not complied with NASDAQ Marketplace Rule 5550(a)(2). In accordance with the Company's plan to regain compliance, the Company has requested its shareholders to authorize the Company's Board of Directors to effect a reverse share split of all of the Company's Ordinary Shares at a ratio not to exceed one-for-ten, in its annual shareholders' meeting scheduled to take place on December 29, 2009. The Company had initially been notified by NASDAQ on August 13, 2008, that the bid price of its common stock had closed at less than $1.00 per share over the previous 30 consecutive business days. NASDAQ suspended the enforcement of the bid price requirement from October 16, 2008 through July 31, 2009 and upon reinstatement of the rules the Company had until November 27, 2009, to regain compliance. On September 29, 2009 the Company received notice from the NASDAQ Staff that it no longer complied with the minimum $2,500,000 in stockholders' equity requirement. The Company timely submitted a plan to regain compliance with the equity requirement, however as the Company has not regained compliance with the minimum $1 bid price requirement the NASDAQ Staff has determined to delist its securities from the Capital Market. Accordingly, unless the Company requests an appeal of this determination, trading of its common stock will be suspended at the opening of business on December 9, 2009 and its common stock will be removed from listing and registration on The NASDAQ Stock Market. The Company intends to file the required appeal of the Staff's determination to a NASDAQ Hearings Panel, pursuant to the procedures set forth in the NASDAQ Marketplace Rule 5800 Series. A hearing request will stay the delisting of the Company's securities pending the Panel's decision. However, there can be no assurances that the Hearings Panel will grant such request. About Metalink Metalink Ltd. -- http://www.MTLK.com/-- is a fabless semiconductor Company engaged in the research, development and sale of high-throughput wireless local area network (WLAN) chipsets, and in the sale of high performance broadband access chip sets or digital subscriber line (DSL) used by telecommunications and networking equipment manufacturers. NALCO CO: S&P Assigns 'BB+' Rating on $300 Mil. Senior Loan ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue rating and '1' recovery rating to Nalco Co.'s $300 million senior secured term loan C due 2016. The '1' recovery rating indicates S&P's expectation for very high recovery (90% to 100%) in the event of a payment default. Net proceeds from the new term loan C will be used to repay the outstanding $200 million notes due in November 2011. S&P also affirmed all other ratings, including the 'BB-' corporate credit rating on the water treatment company. The outlook is stable. The rating on Naperville, Illinois-based Nalco Co., a subsidiary of Nalco Holding Co., reflects high debt leverage and challenging industry conditions due to the global economic downturn. Partially offsetting these weaknesses are Nalco's strong competitive position in water treatment and process chemicals and respectable operating margins. In addition, it has demonstrated its ability to generate meaningful discretionary cash flows, which it has used in a balanced fashion to support growth and shareholder distributions. Standard & Poor's Ratings Services' rating incorporates Nalco's position as a global leader in providing raw water and wastewater treatment, process improvement services, and chemicals and equipment programs for offerings that are technology- and service- intensive. The company also benefits from good customer diversity, with the largest customer representing 3% of sales. Nalco's well-established, defensible business position underpins a solid track record of operating profitability. Even when key end markets experience cyclical downturns, results exhibit a meaningful degree of stability, indicating the resilience of the specialty chemicals and service business. Nalco's energy services business is solid. However, the weak economic environment, plant closings (particularly in the manufacturing and mining sectors), and difficult operating conditions in the paper services segment, especially in Europe, temper overall revenue and earnings prospects. Ongoing cost-saving projects and decent growth prospects in emerging markets and the energy services business should support Nalco's proven cash-generating capability. S&P expects the company will likely prioritize debt reduction and limit share repurchases and acquisitions to support appropriate credit measures, with the key FFO to total adjusted debt staying in the range of 10% to 15%. The company's significant debt load limits upside rating potential. While S&P considers it unlikely at this time, S&P could lower the ratings if the ratio of FFO to total debt deteriorates below 10% without clear prospects for recovery. Such as scenario could result if operating margins deteriorate to the midteens percent area and growth remains depressed because economic growth fails to improve from subdued 2009 levels. NEILS JENSEN FARMS INC: Case Summary & 20 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Neils Jensen Farms, Inc. POB 299 Jefferson, OR 97352 Bankruptcy Case No.: 09-66666 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court District of Oregon Judge: Albert E. Radcliffe Debtor's Counsel: Loren S. Scott, Esq. 88 East Broadway Eugene, OR 97401 Tel: (541) 868-8005 Email: ecf@mb-lawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/orb09-66666.pdf The petition was signed by Neils P. Jensen, president of the Company. NEUMANN HOMES: Case Should be Converted to Chapter 7, Says Indymac ------------------------------------------------------------------ According to Bill Rochelle at Bloomberg News, Neumann Homes Inc. is facing a motion filed by IndyMac Ventures LLC for conversion of the bankruptcy case to a liquidation case in Chapter 7. IndyMac believes the plan is mostly designed to hasten payment of fees to professionals who worked in the Chapter 11 case. IndyMac says that unsecured creditors will receive proceeds from few of the remaining assets and lawsuits. It submits that unsecured creditors would have a larger recovery through conversion of the case to a liquidation in Chapter 7. IndyMac asserts secured and unsecured claims against the Debtor. The Chapter 11 Plan The U.S. Bankruptcy Court for the Northern District of Illinois further moved the hearing to consider approval of the disclosure statement explaining the Joint Plan of Liquidation of Neumann Homes Inc. and its affiliated debtors to December 9, 2009. The latest Disclosure Statement hearing set is the fourth adjournment, the latest being set for November 18, 2009. At the hearing, the Court has to ascertain if the Disclosure Statement in its present form provides adequate information for creditors entitled to vote on the Plan to make an informed decision on the Plan. The Debtors' Joint Plan of Liquidation was presented to the Court last on August 26, 2009. It provides for the liquidation of the Debtors' assets and the distribution of the net proceeds of the Debtors' assets and the distribution of the net proceeds to creditors in order of the relative priority for distribution. It is predicated upon the entry of an order that would substantively consolidate the Debtors' estates and their bankruptcy cases for purposes of all actions associated with confirmation and consummation of the Plan. About Neumann Homes Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The Company has built more than 11,000 homes in some 150 residential communities. The Company offers formal business training to employees through classes, seminars, and computer- based training. The Company filed for Chapter 11 protection on November 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors has selected Paul, Hastings, Janofsky & Walker LLP, as its counsel in these bankruptcy proceeding. When the Debtors filed for protection from its creditors, they listed assets and debts of more than $100 million. (Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) NEW CENTURY COS: Seeks Shareholders' OK to Increase Shares Issued ----------------------------------------------------------------- New Century Companies, Inc., is soliciting shareholders' consent to amendment to its Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 250,000,000. The Company's Board of Directors has established November 18, 2009, as the record date for purposes of the consent solicitation. Only stockholders of record at the close of business on that date will be entitled to act on the proposals and to receive a Consent Solicitation Statement. Under the Company's Certificate of Incorporation as currently in effect, there are 50,000,000 shares of common stock and 15,000 shares of preferred stock authorized for issuance. As of November 18, 2009, 21,045,500 shares of common stock were issued and outstanding and 38,250 shares of preferred stock were issued and outstanding. As of that date, there were 142,909,573 shares of common stock reserved for issuance as follows: (a) 12,747,539 shares upon the exercise of outstanding warrants, (b) 7,500,000 shares subject to outstanding options under the Company's Incentive Stock Option Plan and Non-Qualified Stock Option Plan, (c) 1,000,000 shares available for issuance under the Plans, (d) 1,030,009 shares reserved for issuance upon conversion of the outstanding shares of preferred stock, and (e) 120,632.025 shares upon conversion of the Company's outstanding convertible notes. The Company said after taking into account the shares of common stock outstanding and reserved for issuance, it does not have any authorized shares of common stock available for issuance. Going Concern At September 30, 2009, the Company had total assets of $1,129,198, including total current assets of $905,782, against total liabilities of $30,068,744, all current. At September 30, 2009, the Company has an accumulated deficit of $37,064,000, had recurring losses, a working capital deficit of approximately $29,163,000, and was also in default on its convertible notes. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's convertible debt financing, Amended 12% CAMOFI Master LDC Convertible Note and 15% CAMHZN Master LDC Convertible Note, are in default. The last monthly contractual payment on the CAMOFI note was made in October 2008 and no payments have made on the CAMHZN Note which were scheduled to begin on September 1, 2008. As a result, the Company is in default on these two loans, with an aggregated balance of principal and accrued interest of $4,010,156 at September 30, 2009. The Company intends to fund operations through anticipated increased sales along with renegotiated or new debt and equity financing arrangements which management believes may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2009. Therefore, the Company will be required to seek additional funds to finance its long-term operations. The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these problems, management has taken these actions: -- continued its aggressive program for selling machines; -- continued to implement plans to further reduce operating costs; and -- is seeking investment capital through the public and private markets. About New Century Companies New Century Companies, Inc. and its wholly owned subsidiary, New Century Remanufacturing, Inc., provide after-market services, including rebuilding, retrofitting and remanufacturing of metal cutting machinery. Once completed, a remanufactured machine is "like new" with state-of-the-art computers and the cost to the Company's customers is substantially less than the price of a new machine. The Company currently sells its services by direct sales and through a network of machinery dealers across the United States. Its customers are generally medium to large sized manufacturing companies in various industries where metal cutting is an integral part of their businesses. The Company grants credit to its customers who are predominately located in the western United States. The Company trades on the OTC Bulletin Board under the symbol "NCNC ". NEW CENTURY FIN'L: SEC Charges Former Officers With Fraud --------------------------------------------------------- The Securities and Exchange Commission on Monday charged three former top officers of New Century Financial Corporation with securities fraud for misleading investors as New Century's subprime mortgage business was collapsing in 2006. At the time of the fraud, New Century was one of the largest subprime lenders in the nation. "New Century shareholders took a double-hit: the company's mortgage assets and business performance became increasingly impaired, and management manipulated its numbers and concealed its deteriorating performance," said Robert Khuzami, the SEC's Director of Enforcement. The SEC is devoting significant resources to identifying and holding accountable those who committed fraud in the subprime industry. Previous mortgage-related SEC enforcement actions include securities fraud charges against Countrywide Financial CEO Angelo Mozilo, and senior executives, including the CEO, of American Home Mortgage Investment Corp. In the case of New Century, the SEC's complaint names as defendants: * Former CEO and co-founder Brad A. Morrice of Laguna Beach, Calif. * Former CFO Patti M. Dodge of Irvine, Calif. * Former Controller David N. Kenneally of Rossmoor, Calif. In its complaint, the SEC alleges that New Century disclosures generally sought to assure investors that its business was not at risk and was performing better than its peers. Defendants, however, failed to disclose important negative information, including dramatic increases in early loan defaults, loan repurchases, and pending loan repurchase requests. The Defendants knew this negative information from numerous internal reports they regularly received, including weekly reports that Mr. Morrice ominously entitled "Storm Watch." The complaint also alleges that Ms. Dodge and Mr. Kenneally fraudulently accounted for expenses related to bad loans that it had to repurchase. In the face of dramatically increasing loan repurchases and a huge, undisclosed backlog of repurchase demands, Mr. Kenneally, with Dodge's knowledge, made changes to New Century's accounting for loan repurchases in both the second and third quarters of 2006. These undisclosed accounting changes violated generally accepted accounting principles and resulted in New Century's improperly avoiding substantial repurchase expenses and materially overstating its financial results. The complaint further alleges that the defendants' fraud caused investors substantial losses. From early 2006 to early 2007, New Century's stock price ranged from $30.00 to $50.00; and in the second half of 2006, the company raised $142.5 million by selling stock to new investors. After New Century announced in February 2007 that it would have restate its 2006 financial statements, New Century's stock price fell 36% to around $19.00. New Century's stock price continued to fall, and traded at less than $1 when the company filed for bankruptcy in April 2007. The complaint, filed in federal court in the Central District of California, seeks a final judgment permanently enjoining defendants from future violations of the federal securities laws, disgorgement with prejudgment interest, officer and director bars, and civil penalties. The SEC also seeks from Mr. Morrice and Ms. Dodge reimbursement of bonuses and incentive or equity-based compensation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002. The United States Attorney's Office for the Central District of California has also been conducting a criminal probe of New Century, but an announcement of charges is "not imminent," a person briefed on the investigation told The New York Times' DealBook. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real state investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offered a broad range of mortgage products designed to meet the needs of all borrowers. New Century Financial and its affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07- 10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Court confirmed the Debtors' second amended joint Chapter 11 plan on July 15, 2008. The Troubled Company Reporter on June 19, 2009, said Judge Sue Robinson of the U.S. District Court for the District of Delaware reversed the bankruptcy court's confirmation order. Judge Robinson, according to Dow Jones, found that New Century's Chapter 11 plan improperly treated New Century as three companies with three set of creditors instead of as many separate companies, each with its own set of creditors. The plan failed to deliver even-handed treatment to similarly situated creditors of the defunct lender, Dow Jones said, citing Judge Robinson. Dow Jones said a group of ex-New Century managers and employees had filed an appeal, complaining that New Century was paying its creditors with retirement money they had taken away from a special fund. Dow Jones said lawyers for the ex-employees tried to block confirmation at hearings in 2008, arguing that New Century couldn't use more than $40 million deducted from employee paychecks to pay its bills. The TCR, citing Bill Rochelle at Bloomberg News, said New Century can take an appeal to the U.S. Court of Appeals for the Third Circuit in Philadelphia before reworking the Chapter 11 plan that District Judge Robinson set aside. Judge Robinson granted a stay pending the Company's appeal to the Third Circuit. NEXPAK CORP: Plan Confirmation Hearing Postponed to January ----------------------------------------------------------- According to Bill Rochelle at Bloomberg News, the hearing to consider confirmation of NexPak Corp.'s plan was pushed back to January 6. Mr. Rochelle relates that the Plan calls for the lenders' liens to remain on unsold assets, which chiefly include a non-bankrupt affiliate in the Netherlands that's operating with a positive cash flow. As the consequence of a settlement with the secured lenders, $100,000 was carved out from the lenders' collateral to pay expenses of the Chapter 11 case, with anything left over for distribution to the holders of $7.5 million in unsecured claims. The banks also agreed to waive their deficiency claims. NexPak has recently obtained a March 6 extension of its exclusive period to propose a Chapter 11 plan. About Nexpak Corp. Headquartered in Duluth, Georgia, Nexpak Corporation -- http://www.nexpak.com/-- manufactures and supplies packaging for DVD, CD, video, audio, and professional media formats. The Company and its debtor-affiliates filed for Chapter 11 protection on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-11244). William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC represents the Debtors in their restructuring efforts. The Debtors assets range from $10 million to $50 million and its debts from $100 million to $500 million. This is the second filing by NexPak. NexPak carried out a so-called prepackaged bankruptcy reorganization in December 2004 where Highland Capital Management LP and affiliates ended up as controlling shareholders by exchanging debt for equity. The business consistently missed financial projections since emerging from the reorganization. NOBLE INTERNATIONAL: Plan of Liquidation Effective -------------------------------------------------- On November 30, the Bankruptcy Court issued a findings of fact, conclusion of law, and order confirming Noble International's Chapter 11 plan of liquidation. On December 2, the Noble Liquidating Trust served a notice that the plan has been effective. 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. NORANDA ALUMINUM: Reports $4,328,000 Net Income for Q3 2009 ----------------------------------------------------------- Noranda Aluminum Holding Corporation reported net income of $4,328,000 for the three months ended September 30, 2009, from a net loss of $22,429,000 for the year ago period. The Company posted net income of $36,481,000 for the nine months ended September 30, 2009, from a net loss of $1,744,000 for the year ago period. Sales for the three months ended September 30, 2009, were $218,559,000 from $357,410,000 for the year ago period. Sales for the nine months ended September 30, 2009, were $540,553,000 from $1,004,906,000 for the year ago period. At September 30, 2009, the Company had total assets of $1,875,118,000 against total current liabilities of $151,721,000; long-term debt of $1,020,985,000; pension and OPEB liabilities of $140,581,000; other long-term liabilities of $62,135,000; deferred tax liabilities of $341,667,000; and unallocated purchase price of $127,259,000. At September 30, 2009, the Company had accumulated deficit of $139,799,000 and shareholders' equity of $30,770,000. In a news statement early in November, the Company said through September 30, 2009, operating cash flows provided $230.4 million compared to $111.7 million provided during the comparable period in 2008. * Operating cash flow for 2009 includes $119.7 million from hedge terminations and $36.7 million generated through reductions of working capital. * Cash flows from operating activities are also supported by favorable aluminum hedge positions. Noranda received $75.0 million from regular monthly settlements of fixed- price aluminum sale swaps through September 2009, as compared to $18.9 million paid during the comparable 2008 period. At September 30, 2009, the Company had locked in the value of its hedges on approximately 84.7% of its 2010 and 2011 forward aluminum hedges. In March 2009, the Company entered into a hedge settlement agreement with Merrill Lynch. The agreement provides a mechanism for the Company to monetize up to $400.0 million of the favorable net position of its long-term hedges to fund debt repurchases. During the first nine months of 2009, Noranda received $119.7 million in proceeds from hedge terminations under the hedge settlement agreement and used those proceeds to fund the repurchase of $320.8 million aggregate principal amount of debt at a cost of $123.0 million, plus fees. The Company ended third quarter 2009 with total debt of $1.0 billion and $256.5 million in cash. The Company has no financial maintenance covenants on any of its borrowings. In May 2009, the Company made a permitted election under the indentures governing its notes to pay all interest under the notes that are due on November 15, 2009, entirely in kind. The Company recently made an election to pay the interest due May 15, 2010 entirely in kind. 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?4b3b A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4b3c A full-text copy of the Company's earnings presentation is available at no charge at http://ResearchArchives.com/t/s?4b3d By mutual determination of the Company and James H. Cornell, Mr. Cornell resigned as General Counsel of the Company on November 4, 2009. Mr. Cornell's resignation was effective immediately. About Noranda Aluminum Noranda Aluminum Holding Corporation -- http://www.norandaaluminum.com/-- is a North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. The Company has two businesses, an upstream and downstream business. The primary metals, or upstream business, produced approximately 261,000 metric tons of primary aluminum in 2008. The rolling mills, or downstream business, are one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda Aluminum Holding Corporation is a private company owned by affiliates of Apollo Management, L.P. As reported by the Troubled Company Reporter on August 17, 2009, Standard & Poor's Ratings Services lowered its issue-level rating on Noranda's (CCC+/Developing/--) and Noranda Aluminum Acquisition Corp.'s senior unsecured debt issues to 'D' from 'CCC-'. The recovery rating on these note issues remains '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. The TCR said August 10, 2009, that Moody's Investors Service confirmed Noranda Aluminum Holding Corporation's Caa1 Probability of Default rating, Caa1 Corporate Family Rating, and Caa3 senior unsecured notes rating. At the same time, Moody's confirmed Noranda Aluminum Acquisition Corporation's B2 senior secured revolver and senior secured term loan ratings and its Caa2 senior unsecured notes rating. The speculative grade liquidity rating remains SGL-3 and the rating outlook is stable. NORCRAFT COS: S&P Downgrades Rating on $180 Mil. Notes to 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its issue- level rating on Norcraft Cos. L.P.'s $180 million 10.5% senior secured second-lien notes due 2015 to 'B-' (the same as the corporate credit rating) from 'B'. S&P revised the recovery rating on this debt to '3', indicating its expectation for meaningful (50%-70%) recovery in the event of a payment default, from '2'. The rating actions follow the company's announcement that it had upsized the deal from a proposed $150 million to $180 million. "As a result, S&P's assessment is that recovery prospects for lenders under the new notes has diminished given the increased principal," said Standard & Poor's credit analyst Thomas Nadramia. The company will use net proceeds from the new notes will to redeem its 9% senior subordinated notes due 2011 and to repurchase a portion of its 9.75% senior discount notes due 2012 issued by the parent company, Norcraft Holdings L.P., and Norcraft Capital Corp. The 'B-' corporate credit rating reflects Standard & Poor's expectation that the company's operating performance and liquidity profile will likely strengthen over the next 12 months because of an improvement in residential remodeling activity, resulting in a modest increase in sales from current levels. In addition, S&P's forecast includes leverage being maintained at or below 6.5x throughout 2010. S&P would consider this level to be in line with the 'B-' rating, given Norcraft's weak business risk profile, as a result of modest increase in EBITDA when sales begin to recover from cyclical lows. In addition, S&P recognize the improvement in Norcraft's liquidity profile with the issuance of its new second- lien notes that will replace an existing $148 million 9% senior subordinated notes due in November 2011. Replacing these notes will also eliminate the existing restricted payments provision which currently would prevent Norcraft from upstreaming dividends to Norcraft Holdings beginning in 2011. In the absence of such dividends, it is unlikely that Norcroft Holdings would be able to make interest payments due on its $118 million 9.75% senior discount notes due in September 2012. The stable rating outlook reflects S&P's expectation that end?market demand for Norcraft's products will stabilize, albeit at a low level, due to an improvement in residential construction and remodeling activity. As a result, S&P think credit measures will likely remain in line with the current rating, with adjusted debt to EBITDA of about 6x for the next several quarters because of slowly improving EBITDA levels. Furthermore, S&P expects liquidity, in terms of cash, availability under the ABL facility, and cash flow from operations will likely remain sufficient to service any working capital needs over the next several quarters. A positive rating action could occur if Norcraft experiences a greater-than-expected increase in profitability because of a more robust recovery in residential construction. For a higher rating, S&P would look for Norcraft to maintain leverage at 5x or below on a sustained basis. A downgrade could occur during this period due to a delayed recovery in residential end markets. As a result, the company's credit measures could fall below anticipated levels and liquidity could narrow. Specifically, S&P could lower the rating if debt to EBITDA increases materially over 8x for an extended time or interest coverage falls below 1x due to the combination of a margin contraction and lower volumes. Ratings List Norcraft Holdings L.P. Norcraft Cos. L.P. Corporate Credit Rating B-/Stable/-- Ratings Lowered; Recovery Ratings Revised Norcraft Cos. L.P. Norcraft Finance Corp. To From -- ---- $180 Mil. Sr. Sec. Notes Due 2015 B- B Recovery Rating 3 2 NORTEL NETWORKS: Cleary Gottlieb Bills $5.8MM for October Work -------------------------------------------------------------- Ten professionals retained in Nortel Networks Inc.'s Chapter 11 cases filed applications, seeking interim allowance of fees for services provided in the Debtors' cases and reimbursement of expenses incurred for September and October 2009: Professional Fee Period Fees Expenses ------------ ---------- ---------- -------- Cleary Gottlieb Steen 10/01/09 to $5,809,684 $113,043 & Hamilton LLP 10/31/09 Crowell & Moring LLP 08/01/09 to $33,079 $73 08/31/09 Crowell & Moring LLP 09/01/09 to $13,273 $48 09/30/09 Crowell & Moring LLP 10/01/09 to $8,361 $0 10/31/09 Ernst & Young LLP 10/01/09 to $13,607 $0 10/31/09 Huron Consulting Group 10/01/09 to $267,689 $27,939 10/31/09 Jackson Lewis LLP 09/01/09 to $23,078 $1,014 09/30/09 Jackson Lewis LLP 10/01/09 to $6,154 $2,862 10/31/09 Lazard Freres & Co. 09/01/09 to $250,000 $48,753 LLC 09/30/09 Lazard Freres & Co. 10/01/09 to $250,000 $29,864 LLC 10/31/09 Morris Nichols Arsht 10/01/09 to $81,157 $25,412 & Tunnell LLP 10/31/09 Palisades Capital 10/01/09 to $130,000 $1,989 Advisors LLC 10/31/09 Punter Southall LLC 09/01/09 to $140,000 $0 10/31/09 Special Counsel Inc. 09/15/09 to $148,190 $0 09/30/09 Special Counsel Inc. 10/01/09 to $353,758 $0 10/31/09 The total fees and expenses sought by each of these professionals employed by the Debtors for the three-month period August 1 to October 31, 2009, are: Professional Fees Expenses ------------ ---------- --------- Cleary Gottlieb $15,431,736 $469,549 Crowell & Moring $54,713 $122 Ernst & Young $39,908 $0 Huron Consulting $696,673 $79,343 Jackson Lewis $59,332 $5,065 Lazard Freres $750,000 $106,324 Mercer (US) Inc. $155,241 $22,445 Morris Nichols Arsht $260,653 $70,561 Palisades Capital $390,000 $3,325 Punter Southall $210,000 $0 Shearman & Sterling LLP $20,975 $2,021 Six other professionals retained by the Official Committee of Unsecured Creditors also filed monthly fee applications for September and October 2009. They are: Professional Fee Period Fees Expenses ------------ ---------- ---------- -------- Akin Gump Strauss 10/01/09 to $1,036,266 $35,745 Hauer & Feld LLP 10/31/09 Ashurst LLP 10/01/09 to GBP68,035 GBP751 10/31/09 Capstone Advisory 09/01/09 to $568,237 $24,739 Group LLC 09/30/09 Capstone Advisory 10/01/09 to $528,946 $41,360 Group LLC 10/31/09 Fraser Milner Casgrain 09/01/09 to C$557,779 C$10,808 LLP 09/30/09 Fraser Milner Casgrain 10/01/09 to C$427,030 C$10,457 LLP 10/31/09 Jefferies & Company Inc 10/01/09 to $160,000 $4,391 10/31/09 Richards Layton & 10/01/09 to $6,047 $1,899 Finger P.A. 10/31/09 The total fees and expenses sought by each of these professionals employed by the Creditors Committee for the three-month period August 1 to October 31, 2009, are: Professional Fees Expenses ------------ ---------- --------- Akin Gump Strauss $2,794,248 $105,109 Ashurst GBP224,633 GBP1,546 Capstone Advisory $1,975,651 $93,209 Fraser Milner C$1,252,173 C$29,664 Jefferies & Company $600,000 $25,719 Richards Layton $23,843 $4,130 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) NORTEL NETWORKS: Dec. 15 Bar Date Set for Select Creditors ---------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors set December 15, 2009, as the deadline for more than 1,000 creditors to file their prepetition claims. A list of the creditors is available for free at: http://bankrupt.com/misc/Nortel_Dec15BarDateClaimants.pdf Proofs of claim delivered by mail must be filed so as to be actually received at this address on or before the deadline: Nortel Networks Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5075 New York, NY 10150-5075 If delivered personally or by overnight courier, creditors must deliver their proofs of claim at this address: Nortel Networks Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 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) NORTEL NETWORKS: Gets Nod to Hire Global IP as Consultant --------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors obtained approval of the U.S. Bankruptcy Court for the District of Delaware to employ Global IP Law Group LLC as their consultant to evaluate the marketability of their intellectual property portfolio. The Intellectual Property Portfolio includes about 3,500 "patent families" that are not predominant to any of Nortel's businesses that have been or may be sold in connection with their various creditor protection proceedings. The licenses to the patents are either held or owned by NNI, Nortel Networks Ltd., Nortel Networks UK Ltd. and NN Ireland. "The Debtors believe they require the services of a capable and experienced intellectual property consulting firm because, among other reasons, the valuation and monetization of the [intellectual property portfolio] cannot be effectuated without such services," says the Debtors' attorney, Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware. As consultant, Global IP will be tasked to provide the Debtors with a summary analysis of the Intellectual Property Portfolio, including narrative description and overview of key markets. The firm will also be tasked to provide the Debtors with electronic databases of claims in the portfolio; incidental identification of possible claim improvements; an overview of the key segments of the portfolio which include an indication of the relative patent strength and other services. In return for Global IP's services, NNL will pay the firm $350,000 in three equal installments. NNI will also pay a share of the fees subject to agreement by the Nortel units. NNL also agreed to reimburse Global IP of its costs and expenses, which are estimated at $35,000. All other expenses of the firm in excess of $35,000 will be pre-approved by Nortel in writing before being incurred. Steven Steger, a managing partner at Global IP, assures the Court that his firm does not hold or represent interest adverse to the Debtors or their estates, and is a "disinterested person" under Section 101(14) of the Bankruptcy Code. 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) NORTEL NETWORKS: Has Nod to Tap SCI for Legal Staffing Services --------------------------------------------------------------- Nortel Networks Inc. and its debtor affiliates obtained Bankruptcy Court approval to employ Special Counsel Inc. as provider of legal staffing services effective September 15, 2009. The Debtors tapped SCI to provide services related to compliance with certain government filing requirements and inquiries to ensure a timely closing of the sales of their Code Division Multiple Access (CDMA) business and Long Term Evolution (LTE) assets. "NNI chose SCI to act as its provider of legal staffing services because SCI's professionals have extensive experience and excellent reputations in responding to government inquiries," says Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware. SCI is the legal staffing unit of MPS Group Inc., a global provider of performance improvement solutions in various areas. The firm is the largest provider of legal staffing services to corporate legal departments and law firms in the United States, including 99 out of the 100 largest law firms. Under an agreement with the Debtors, SCI will provide licensed contract attorneys to conduct initial reviews of electronic documents "for responsiveness, issue and privilege coding." The firm, however, will not be providing legal advice to the Debtors. SCI is also tasked under the agreement to provide off-site project space for its contract attorneys and any representative of NNI or its legal counsel, Cleary Gottlieb Steen & Hamilton LLP, in their TurnKey Legal Center. It is required to follow strict guidelines for review provided by Cleary Gottlieb. In return for SCI's services, the Debtors will pay the firm's contract attorneys, who will be working 40 hours per week, at a rate of $49.50 per hour. For all hours worked over 40 hours per week, the contract attorneys will be paid at a rate of $71.80 per hour. The Debtors will also indemnify and reimburse SCI for any claim resulting from the rendition of its services as provided for in the agreement but not for any claim on account of the firm's other services unless they are approved by the Court. Julia Sweeney, executive director of the Washington D.C. branch of SCI, assures the Court that her firm does not hold or represent interest adverse to the Debtors or their estates, and that her firm is a "disinterested person" under Section 101(14) of the Bankruptcy Code. 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) NOVADEL PHARMA: Voluntarily Delists Shares From NYSE Amex --------------------------------------------------------- NovaDel Pharma Inc., on December 2, 2009, notified NYSE Amex LLC of its intent to voluntarily delist its common stock from the Exchange. The Company anticipates that the delisting will be effective 10 calendar days after the filing of the Form 25 "Notification of Removal from Listing." The Company intends to file the Form 25 on or after December 14, 2009. The Board of Directors of the Company approved the voluntary delisting of the Company's common stock on October 15, 2009. Upon delisting from the Exchange, the Company intends to have its common stock quoted on the Over-the-Counter Bulletin Board. On April 30, 2009, the Company received notice that it was not in compliance with certain Exchange continued listing standards. Specifically, the Company is not in compliance with Section 1003(a)(i) of the Exchange company guide with stockholders' equity of less than $2,000,000 and losses from continuing operations and net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Exchange company guide with stockholders' equity of less than $4,000,000 and losses from continuing operations and net losses in three of its four most recent fiscal years, Section 1003(a)(iii) of the Exchange company guide with stockholders' equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years and Section 1003(a)(iv)of the Exchange company guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature. The Exchange provided the Company a deadline of November 16, 2009 to regain compliance with Sections 1003(a) (i), (ii), (iii) and (iv). NovaDel has provided the Exchange updates and forecasts on the Company's progress and plan to regain compliance. As of December 3, the Company has not been able to regain compliance of the Sections previously noted. Even though the Company has made significant progress towards compliance, the Company's ability to cure the stockholders' equity of $6,000,000 or more is not readily attainable. There can be no assurance of the quotation of the Company's common stock on the OTCBB because it is not automatic. The Company is in the process of completing the steps necessary for quotation on the OTCBB. In addition, a market maker will need to file a Form 211 application with the Financial Industry Regulatory Authority on behalf of the Company to seek quotation of the Company's common stock on the OTCBB. If the Company's common stock is not simultaneously listed on the OTCBB, it will be traded on the pink sheets until such listing has become effective. 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. 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. 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. NORWOOD PROMOTIONAL: Case Converted to Chapter 7 Liquidation ------------------------------------------------------------ The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the conversion of the Chapter 11 cases of Norwood Promotional Products Holdings, Inc., et. al. to a Chapter 7. The Debtors related that they have liquidated most of their assets, terminated any remaining business operations, and that there is no more likelihood of their rehabilitation. As reported in the Troubled Company Reporter on Nov. 5, 2009, the company, Indystar.com reports related, wanted to come up with a trust to distribute $2.3 million to unsecured creditors. Norwood Promotional Products -- http://www.norwood.com/-- was an industry leading supplier of imprinted promotional products. The Company offered nearly 5,000 products and is a market leader in several of the industry's major product categories. Norwood also offers hundreds of products on 24-Hour service at no extra charge. Norwood Promotional Products Holdings, Inc., and five affiliates filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547). Judge Peter Walsh is handling the case. The Debtors hired Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor, as counsel. Kirkland & Ellis LLP is general counsel and Mackinax Partners LLC is the restructuring consultant. Epiq Bankruptcy Solutions, LLC, has been hired as claims and noticing agent. The Company said its assets are $150 million while debt totals $295 million. Norwood Promotional Products Holdings Inc. changed its formal name to NPPI Holdings Inc. following the sale of its assets. Norwood sold its business, including its name, for $123 million to a unit of pen and lighter maker Societe Bic SA. NORWOOD PROMOTIONAL: Alfred Giuliano Appointed as Interim Trustee ----------------------------------------------------------------- Roberta A. Deangelis, the Acting U.S. Trustee for Region 3, appointed Alfred T. Giuliano as Interim Trustee/Trustee of the estate of Norwood Promotional Products Holdings, Inc., and its debtor-affiliates. The U.S. Trustee said that the amount of Mr. Giuliano's bond has been fixed. Mr. Giuliano is required to notify William K. Harrington, Assistant U.S. Trustee, at J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Wilmington, Delaware, in writing if he rejects the case. Norwood Promotional Products -- http://www.norwood.com/-- was an industry leading supplier of imprinted promotional products. The Company offered nearly 5,000 products and is a market leader in several of the industry's major product categories. Norwood also offers hundreds of products on 24-Hour service at no extra charge. Norwood Promotional Products Holdings, Inc., and five affiliates filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547). Judge Peter Walsh is handling the case. The Debtors hired Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor, as counsel. Kirkland & Ellis LLP is general counsel and Mackinax Partners LLC is the restructuring consultant. Epiq Bankruptcy Solutions, LLC, has been hired as claims and noticing agent. The Company said its assets are $150 million while debt totals $295 million. Norwood Promotional Products Holdings Inc. changed its formal name to NPPI Holdings Inc. following the sale of its assets. Norwood sold its business, including its name, for $123 million to a unit of pen and lighter maker Societe Bic SA. NTK HOLDINGS: Gets Court Nod to Hire Weil Gotshal as Attorneys -------------------------------------------------------------- NTK Holdings Inc. and its units obtained the Court's authority to employ Weil, Gotshal & Manges LLP, as their attorneys, nunc pro tunc to the Petition Date, to perform extensive legal services during their Chapter 11 cases. Richard L. Bready, chief executive officer of NTK Holdings, Inc., tells the Court that the services of WG&M under a general retainer are appropriate and necessary to enable the Debtors to faithfully execute the Debtors' duties as debtors and debtors-in-possession and to implement the contemplated restructuring and reorganization of the Debtors. As attorneys, WG&M will: (a) take all necessary actions to protect and preserve the estates of the Debtors, 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; (b) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; (c) take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement and all related documents, and further actions as may be required in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 cases. The Debtors will pay and reimburse WG&M for fees and out-of- pocket expenses it incurred while performing the services in the Debtors' Chapter 11 cases. WG&M's current customary hourly rates are: Professional Hourly Rate ------------ ----------- Members and counsel $650 - $950 Associates $355 - $595 Paraprofessionals $155 - $290 During the 12-month period before the Petition Date, WG&M received from the Debtors $3,301,239 for professional services performed and for expenses incurred as advance payments to cover an estimate of charges for the period from April of 2009 through the time of the commencement of the Chapter 11 Cases. WG&M has used the advance payments to credit the Debtors' account for WG&M's estimated charges for professional services performed and expenses incurred up to the time of the commencement of the Cases and has reduced the balance of the credit available to the Debtors by the amount of the charges. As of October 21, 2009, WG&M has a remaining credit balance in favor of the Debtors for future professional services to be performed, and expenses to be incurred, in the approximate amount of $468,104. Gary T. Holtzer, Esq., a member of Weil, Gotshal & Manges LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). The Debtors have been informed that WG&M will conduct an ongoing review of its files to ensure that no disqualifying circumstances arise, and if any new relevant facts or relationships are discovered, WG&M will promptly supplement its disclosure to the Court. Weil, Gotshal & Manges LLP has a principal office located at 767 Fifth Avenue, in New York. The office can be reach at telephone no. (212) 310-8000. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc., and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Gets Nod to Hire E&Y as Tax Advisor ------------------------------------------------- Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1, NTK Holdings Inc. and its units obtained the Court's permission to employ Ernst & Young LLP as Nortek, Inc.'s auditor and tax advisor in connection with the Debtors' chapter 11 cases, nunc pro tunc to the Petition Date, pursuant to certain Engagement Letters. The Engagement Letters consist of: (a) an Audit engagement letter, dated October 19, 2009; (b) a Master Tax Services Agreement, dated October 19, 2009; (c) a Routine On-Call Advisory Services Statement of Work, dated October 19, 2009; and (d) a Chapter 11 Tax Advisory Services Statement of Work, dated October 19, 2009. During the Chapter 11 cases, E&Y will provide these audit and tax compliance services to Nortek, Inc., in accordance with the terms of the Engagement Letters: (a) Audit * Audit and report on the consolidated financial statements of the Company for the year ended December 31, 2009; and * Review the Company's unaudited interim financial information before the Company files its Form 10-Qs. (b) Routine On-Call Advisory Tax Services * Routine tax advice and assistance concerning issues as requested by the Company when the projects are not covered by a separate statement of work and do not involve any significant tax planning or projects. The projects may include assistance with tax issues, assistance with transaction issues, or assisting the Company in connection with its dealings with tax authorities. (c) Chapter 11 Tax Advisory Services * Develop an understanding of the tax issues and options related to the Company's bankruptcy filing; * Assist the Company in developing an understanding of the tax implications of its bankruptcy restructuring alternatives and post-bankruptcy operations, including research and analysis of the Internal Revenue Code, Treasury regulations, case law and other relevant U.S. federal, state and non-U.S. tax authorities, as applicable; * As required, assist and advise in securing rulings from the Internal Revenue Service or applicable state and local, or non-U.S. tax authorities; * Understand the reorganization or restructuring alternatives the Company is evaluating with its existing bondholders and other creditors that may result in a change in the equity, capitalization or ownership of the shares of the Company or its assets; * Prepare calculations related to historic changes in the ownership of the Company's stock, including a determination if the shifts in stock ownership may have caused an ownership change that will restrict the use of tax attributes and the amount of any limitations; * Provide advice with respect to availability, limitations and preservation of tax attributes like net operating losses, tax credits, stock and asset basis as a result of the application of the federal and state cancellation of indebtedness provisions, including the preparation of calculations to determine the amount of tax attribute reduction related to debt cancellation; * Provide advice with respect to tax analysis and research related to tax efficient domestic restructurings, possible international or non-U.S. restructurings, including assistance regarding stock based computations, local country income and non- income tax consequences and formulating tax basis of assets and tax basis of subsidiary balance sheets for purposes of evaluating transactions; * Analyze historic tax returns, tax positions, and Company records for the application of relevant consolidated tax return rules; * Analyze the federal, state and local tax treatment governing the timing and deductibility of expenses incurred before and during the bankruptcy period; * Analyze the federal, state, local and foreign tax consequences of internal restructurings and the rationalization of inter-company accounts; * Analyze the federal, state, local and foreign tax consequences of material bad debt and worthless stock deductions, including tax return disclosure and presentation; * Analyze the federal, state, local and foreign tax consequences of material changes or additions to employee benefit plans; * Provide advice with respect to any material tax issues arising in the ordinary course of business while in bankruptcy, including to assistance with the IRS or state and local tax examinations, sales and use taxes, property taxes, state and local franchise taxes and employment taxes; * Provide advice concerning the tax aspects with respect to the validity and amount of material bankruptcy tax claims and assessments, including, but not limited to income taxes, franchise taxes, sales taxes, use taxes, employment taxes and property taxes; * Provide advice with respect to securing tax refunds, including but not limited to income taxes, franchise taxes, sales taxes, use taxes, employment taxes and property taxes; and * Document, as appropriate or necessary, of tax analysis, opinions, recommendations, conclusions and correspondence for any proposed restructuring alternative, bankruptcy tax issue, or other tax matter. The Debtors will pay and reimburse E&Y for fees and out-of-pocket expenses it incurred while rendering the services in the Debtors' Chapter 11 cases. E&Y LLP will charge Nortek for the Services rendered in the Chapter 11 cases based on these hourly rates for services: (a) Audit Services National/Senior Partners $700 - $750 Principals/Partners/Directors $475 - $525 Senior Managers $375 - $475 Managers $300 - $375 Seniors $225 - $300 Staff $150 - $225 (b) Tax Services Principals/Partners $700 - $800 Executive Directors $650 - $750 Senior Managers $625 - $725 Managers $600 - $650 Seniors $350 - $425 Staff $150 - $200 As of the Petition Date, the Debtors owed E&Y approximately $30,000 for services provided prior to the Petition Date. Upon approval of E&Y's Application, E&Y will waive its right to receive any fees incurred on the Debtors' behalf prior to the Petition Date only. During the 90 days immediately preceding the Petition Date, the Company paid to E&Y a total of $1,370,215, $400,000 of which constituted initial advancements of funds to retainer accounts held by E&Y, and another $382,500 of which constituted payments made to replenish the Retainers after E&Y drew from those Retainers to compensate for prepetition services that were provided to the Company after the Retainers were funded. As of the Petition Date, the balance of the Retainers was $180,000, which Retainers will be applied by E&Y in payment of compensation and reimbursement of expenses incurred postpetition, subject to the procedures established by the Court. Joseph X. Bruno, a partner of Ernst & Young LLP, discloses that certain entities that are parties-in-interest in the Chapter 11 cases, including Barclays Bank; PNC Bank, N.A.; Wachovia Bank N.A.; and Wells Fargo Bank, N.A., are lenders participating in E&Y LLP's Revolving Credit Program. In addition, Travelers Insurance Company, Fidelity & Deposit Company of Maryland, and Westchester Fire Insurance Company, provide services to, are lenders to, or otherwise has relationships with, E&Y LLP. Mr. Bruno however assures the Court that his firm (a) is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, (b) does not hold or represent an interest adverse to the Debtors' estates, and (c) has no connection to the Debtors, their creditors, or their related parties. Ernst & Young LLP has an office at 40 Westminster St., in Providence, Rhode Island. The office can be reach at telephone no. (401) 457-3700. Full-text copies of the Engagement Letters is available for free at http://bankrupt.com/misc/NTK_E&YEngagementLetters.pdf About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc., and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Gets OK to Tap AlixPartners as Advisors ----------------------------------------------------- The Bankruptcy Court has authorized NTK Holdings Inc. and its units to employ AlixPartners, LLP, as of the Petition Date as their restructuring advisors on the terms set forth in the Engagement Letter. The indemnification obligations of the Debtors set forth in the Engagement Letter are approved, subject, during the pendency of the Chapter 11 cases, to these provisions: (a) AlixPartners will not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless the services and indemnification therefore are approved by the Bankruptcy Court; (b) The Debtors will have no obligation to indemnify AlixPartners, or provide contribution or reimbursement to AlixPartners, for any claim or expense that is either: (i) judicially determined to have arisen from AlixPartners' gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtors allege the breach of AlixPartners' contractual obligations unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing to be a claim or expense for which AlixPartners should not receive indemnity, contribution or reimbursement under the terms of the Engagement Letter as modified by the Order; and (c) If, before the earlier of (i) the entry of an order confirming a Chapter 11 plan in the Cases, and (ii) the entry of an order closing the Chapter 11 cases, AlixPartners believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution and reimbursement obligations under the Engagement Letter, including without limitation the advancement of defense costs, AlixPartners must file an application therefore in the Court, and the Debtors may not pay any amounts to AlixPartners before the entry of an order by the Court approving the payment. This provision is intended only to specify the period of time under which the Court will have jurisdiction over any request for fees and expenses by AlixPartners for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemnify AlixPartners. All parties-in-interest will retain the right to object to any demand by AlixPartners for indemnification, contribution or reimbursement. The Limit of Liability provision of the Engagement Letter and the last paragraph of Section 7 of the Engagement Letter are stricken in their entirety for services rendered during the term of the bankruptcy proceeding. Pursuant to the Engagement Letter, AlixPartners does not seek a Success Fee in connection with the engagement. Should the scope of the engagement materially change, any modified engagement will be subject to further order of the Court and no Success Fee will be paid without further order of the Court. As restructuring advisors, AlixPartners will render restructuring advisory services, including: (a) coordinating and providing administrative support for the Debtors' prepackaged Chapter 11 bankruptcy proceeding; (b) assisting the Debtors with the preparation of reports required by the Court including but not limited to the 13-week rolling cash forecast, as well as providing assistance in those areas as testimony before the Court on matters that are within AlixPartners' areas of expertise as necessary; (c) assisting the Debtors with other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable; (d) assisting the Debtors in negotiations with stakeholders and their representatives as requested; and (e) assisting the Debtors in communication or negotiations with outside constituents including the banks and their advisors as requested. The Engagement Letter contains standard indemnification language with respect to AlixPartners' services including an agreement by the Debtors to indemnify AlixPartners, its affiliates, and employees against all claims and liabilities arising out of or in connection with the engagement of AlixPartners that is the subject of the Engagement Letter. The Debtors also ask the Court approve the indemnification provisions as set forth in the Engagement Letter. AlixPartners says it may augment its professional staff, if it is desirable, with independent contractors. AlixPartners, however, says it does not currently intend to use Independent Contractors in the Chapter 11 proceeding. The Debtors will pay and reimburse AlixPartners for fees and out- of-pocket expenses it incurred while rendering the services in the Debtors' Chapter 11 cases. The customary hourly rates charged by AlixPartners professionals anticipated to be assigned to the Cases are: Professionals Hourly Rate ------------- ----------- Managing Directors $685 - 995 Directors $510 - 685 Vice Presidents $395 - 505 Associates $260 - 365 Administration / Analysts $235 - 260 Paraprofessionals $180 - 200 AlixPartners typically works for compensation that includes base fee and contingent incentive compensation earned upon achieving meaningful results. AlixPartners, however, is not seeking contingent incentive compensation in the Cases. The Debtors do not owe AlixPartners any amount for services performed or expenses incurred prior to the Petition Date; thus, AlixPartners is not a prepetition creditor of the Debtors. However, according to the books and records of AlixPartners, during the 90 days prior to commencement of the Chapter 11 cases, AlixPartners received $581,774 for professional services performed and expenses incurred. In addition, AlixPartners estimated fees for the period immediately prior to the Petition Date in the amount of $50,000. AlixPartners applied an advance retainer of $100,000 received on July 27, 2009 to the estimated fees leaving a balance of $50,000. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc., and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Has Nod to Tap Richards Layton as Co-Counsel ---------------------------------------------------------- NTK Holdings Inc. and its units obtained the Court's authority to employ Richards, Layton & Finger, P.A., as their bankruptcy co- counsel nunc pro tunc to the Petition Date. The Debtors request that the Court approve the employment of RL&F under an evergreen retainer nunc pro tunc to the Petition Date to perform the extensive legal services that have been and will be necessary during their Chapter 11 cases. Due to the extensive legal services that will be necessary during the Chapter 11 Cases, the Debtors tell the Court that it is also essential to employ RL&F as co-counsel. Moreover, pursuant to Rules 9010-1(c) and 9010-1(d) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Debtors are required to retain Delaware counsel. Richard L. Bready, chief executive officer of NTK Holdings, Inc., relates that the services of RL&F under the evergreen retainer are necessary to enable the Debtors to execute their duties as debtors-in-possession. Subject to further order of the Court, RL&F will: (a) advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the Chapter 11 cases. The Debtors will pay and reimburse RL&F for fees and out-of- pocket expenses it incurred while rendering the services in the Debtors' Chapter 11 cases. The principal professionals designated to represent the Debtors and their current standard hourly rates are: Professional Hourly Rate ------------ ----------- Mark D. Collins $675 Paul N. Heath $525 Chun 1. Jang $300 Drew G. Sloan $255 Marisa DeCarli $195 Prior to the Petition Date, the Debtors paid RL&F a total retainer of $150,000 in connection with and in contemplation of the Debtors' Chapter 11 filings. The Debtors assert that these types of retainer agreements reflect normal business terms in the marketplace. Mark D. Collins, Esq., director of Richards, Layton & Finger, P.A., believes 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). Richards, Layton & Finger, P.A. is located at One Rodney Square, 920 North King Street, in Wilmington, Delaware, and can be reach at telephone no. (302) 651-7700. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc., and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Cancels Registration of 10-3/4% Sr. Discount Notes ---------------------------------------------------------------- NTK Holdings, Inc., filed a Form 15 with the Securities and Exchange Commission to terminate the registration of its 10-3/4% Senior Discount Notes due 2014. NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc. and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). PARALLEL PETROLEUM: Moody's Withdraws 'B3' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service withdrew Parallel Petroleum Corporation's B3 Corporate Family Rating and Probability of Default Rating and the Caa2 (LGD 5, 80%) rating on the company's $150 million senior unsecured notes due 2014. This action follows the company's announcement that it has completed the repurchase of all of the senior notes pursuant to the change of control offer. Since Moody's rates no other outstanding debt of Parallel Moody's has withdrawn all the ratings. The last rating action was on February 2, 2009, when Moody's downgraded the senior notes rating to Caa2 from Caa1 and changed the outlook to negative. Parallel Petroleum Corporation is a small independent exploration and production company based in Midland, TX. PENN TRAFFIC: Price Puts Off $12.3 Million Bid; Union in Limbo -------------------------------------------------------------- Martha Ellen, staff writer at Watertown Daily Times, says Price Chopper put out the $12.3 million bid for four of Penn Traffic Co.'s supermarkets located in Canton, Potsdam, Massena and Gouverneur, saying the bid was a verbal offer made before the U.S. Bankruptcy Court. Price Chopper, according to the report, has to decide whether to retain union affiliation if its purchase goes through. 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. POWER EFFICIENCY: Reports $1.26-Mil. Net Loss for Sept. 30 Qtr -------------------------------------------------------------- Power Efficiency Corporation reported a net loss of $1,259,437 for the three months ended September 30, 2009, from a net loss of $992,485 for the year ago period. Power Efficiency reported a net loss of $2,585,976 for the nine months ended September 30, 2009, from a net loss of $2,927,815 for the year ago period. Revenues for the three months ended September 30, 2009, were $63,130 from $108,607 for the year ago period. Revenues for the nine months ended September 30, 2009, were $185,575 from $406,946 for the year ago period. At September 30, 2009, the Company had total assets of $3,085,051 against total liabilities of $2,198,582, resulting in $886,469 in stockholders' equity. On August 12, 2009, the Company issued and sold 20,875 units, each unit consisting of one share of the Company's Series C Preferred Stock, par value $.001 per share, and 50 warrants to purchase shares of the Company's common stock at an exercise price of $0.40 per share, resulting in the sale and issuance of an aggregate of 20,875 shares of Series C Preferred Stock and warrants to purchase, initially, up to 1,043,750 shares of the Company's common stock, in a private offering for $835,000 in cash. The securities were issued pursuant to Regulation D of the Securities Act of 1933. All of the purchasers of Units were either officers, directors or pre-existing stockholders of the Company. Each of these purchasers represented that they were an "accredited investor" as such term is defined in Regulation D of the Securities Act. In this transaction, Steven Strasser, the Company's CEO, purchased 6,250 units for $250,000 in cash, Kenneth Dickey, a Director of the Company, purchased 1,250 for $50,000 in cash, and Scott Johnson, the Company's COO, purchased 1,250 units for $50,000 in cash. Each share of Series C Preferred Stock is initially convertible into 100 shares of the Company's common stock, subject to adjustment under certain circumstances. The Series C Preferred Stock is convertible at the option of the holder at any time. The Series C Preferred Stock is also subject to mandatory conversion in the event the average closing price of the Company's common stock for any ten day period equals or exceeds $1.00 per share, such conversion to be effective on the trading day immediately following such ten day period. In addition, the Series C Preferred stockholders have the option to exchange their Series C Preferred Stock for units of a subsequent financing of the Company through December 30, 2009, at no additional cost. The Series C Preferred Stock has an 8% dividend, payable annually in cash or stock, at the discretion of the Company's board of directors. On October 5, 2009, the Company issued and sold an additional 2,500 units, resulting in the sale and issuance of an aggregate of 2,500 shares of Series C Preferred Stock and warrants to purchase up to 125,000 shares of the Company's common stock for $100,000 in cash under the financing transaction. The Company suffered recurring losses from operations, and a recurring deficiency of cash from operations, including a cash deficiency of $2,360,000, from operations for the nine months ended September 30, 2009, and lacks sufficient liquidity to continue its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon achieving profitable operations in the long-term and raising additional capital to support existing operations for at least the next 12 months. Management's plans to achieve profitability include developing new products, obtaining new customers and increasing sales to existing customers. Power Efficiency Corporation generates revenues from a single business segment: the design, development, marketing and sale of proprietary energy efficiency technologies and products for electric motors. The Company's products, called Motor Efficiency Controllers, save up to 35% of the electricity used by a motor in appropriate applications. The Company's patented technology platform, called E-Save Technology(R), saves energy when a constant speed alternating current induction motor is operating in a lightly loaded condition. Target applications for the Company's three-phase MECs include escalators, MG set elevators, grinders, crushers, saws, stamping presses, and many other types of industrial equipment. The Company has also developed a single- phase MEC targeted at smaller motors, such as those found in clothes washers, dryers, and other appliances and light commercial equipment. The Company has one existing patent and three patents pending on E-Save Technology(R). PRIME STAR: Reports $2.68-Mil. Net Loss for 9 Mos. Ended Sept. 30 ----------------------------------------------------------------- Prime Star Group, Inc., reported a net loss of $2,678,675 for the nine months ended September 30, 2009, from a net loss of $105,000 for the year ago period. As of September 30, 2009, the Company had $1,445,629 in total assets against $9,015,442 in total liabilities, all current, resulting in stockholders' deficit of $7,506,935. The Company has had no significant operations, assets, or liabilities since November 7, 2005, and accordingly, is fully dependent upon future sales of securities or upon its current management or advances or loans from significant or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity. "Because of these factors, our auditors have issued an opinion for the Company which includes a statement describing our going concern status. This means, in our auditor's opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion," Prime Star said. The Company said its continued existence is dependent upon its ability to generate sufficient cash flows from its planned business operations as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain funding through the sales of additional equity securities or, that such funding, if available will be obtained on terms favorable to or affordable by the Company. "It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding," the Company said. While the Company is of the opinion that good faith estimates of its ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. About Prime Star Group Headquartered in Henderson, Nevada, Prime Star Group, Inc. (OTC: PSGI) formerly known as American Water Star, Inc. -- http://www.americanwaterstar.com/-- is not engaged in any commercial operations. Prior to November 2005, the company was engaged in developing, marketing, selling and distributing bottled water with four branded beverages, which include Hawaiian Tropic, Geyser Fruit, Geyser Sport, and Geyser Fruta. The products were orientated to the health conscious consumer looking for an alternative to products containing high sugar and caffeine levels. PRIMUS TELECOMMUNICATIONS: S&P Puts 'B-' Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Rating Services said it assigned its 'B-' corporate credit rating to McLean, Virginia-based global telecommunications provider Primus Telecommunications Group Inc. S&P also assigned 'B' issue-level and '2' recovery ratings to an aggregate $130 million of debt expected to be issued by two Primus units: Primus Telecommunications Holding Inc.'s $85 million senior secured notes due 2016 and Primus Telecommunications Canada Inc.'s $45 million senior secured notes due 2016. The '2' recovery rating indicates expectations for substantial (70%-90%) recovery of principal in the event of payment default. The debt will consist of $1,000 units with proportionate debt from each of the two issuers, and will be sold under Rule 144A without registration rights. Net proceeds will be used to repay bank debt that matures in 2011. At the same time S&P assigned its 'CCC+' issue-level and '5' recovery ratings to unit Primus Telecommunications IHC Inc.'s existing $123 million senior secured subordinated notes due 2013. The '5' recovery rating on the notes indicates expectations for modest (10%-30%) recovery in the event of payment default. Outstanding debt, pro forma for the new notes, will be approximately $260 million, not adjusted for operating leases. Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having discharged over half of its pre-petition debt. "The ratings reflect S&P's assessment of a vulnerable business risk profile, inherent in Primus' core competitive local exchange business model," said Standard & Poor's credit analyst Richard Siderman. Other factors include significant refinancing risk and exposure to currency fluctuations. Primus operates in highly competitive markets in its CLEC business, which provides the bulk of consolidated cash flow, competing against larger and financially stronger incumbent telecom providers such as Bell Canada and Telus in Canada and Telstra and Optus in Australia. Additionally, Primus' distance and transport services are commodity-like products and the company continues to experience weakening demand for some of its legacy products. QUARRY POND: Files Amended List of Largest Unsecured Creditors -------------------------------------------------------------- Quarry Pond, LLC filed with the U.S. Bankruptcy Court for the Northern District of California an amended list of its largest unsecured creditors. A full-text copy of the list is available for free at: http://bankrupt.com/misc/QuarryPond_amendedlist.pdf Quarry Pond, LLC -- dba Quarry Ponds Town Center and One Ripe Tomato -- filed for Chapter 11 bankruptcy protection on November 3, 2009 (Bankr. N.D. Calif. Case No. 09-33426). Ruth Elin Auerbach, Esq., at Law Offices of Ruth Elin Auerbach 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. RAYMOND KELCH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Raymond W. Kelch Rita M. Kelch aka Rita M. Mayer aka Rita M. Mayer-Kelch 1870 Van Dorn Rd. Lincoln, NE 68405 Bankruptcy Case No.: 09-43524 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court District of Nebraska (Lincoln Office) Debtor's Counsel: Gene T. Oglesby, Esq. Oglesby Law Offices, P.C. 650 J Street, Suite 400 Lincoln, NE 68508 Tel: (402) 476-3434 Fax: (402) 476-8002 Email: oglesbylaw@windstream.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/neb09-43524.pdf The petition was signed by the Joint Debtors. READER'S DIGEST: Landlord Opposes Move to Manhattan --------------------------------------------------- Bill Rochelle at Bloomberg News reports that the landlord to Reader's Digest Association Inc.'s headquarters in Chappaqua, New York, filed an objection to the Debtor's proposal to enter into a new lease for its new headquarters in Manhattan. The outgoing landlord said it's in a position to offer a better deal and deliver approval from its lenders. Reader's Digest has proposed to move its corporate offices to 750 Third Avenue, in New York, and 44 South Broadway, in White Plains, New York. It says that the new leases will allow it 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. 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) REGENT COMMUNICATIONS: May Face Delisting From NASDAQ ----------------------------------------------------- Regent Communications, Inc. disclosed that on November 30, 2009, it received written notification from The Nasdaq Stock Market, Inc. that, based upon the Company's failure to regain compliance with the $1.00 per share minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) by November 25, 2009, the Company's common stock is subject to delisting unless the Company requests a hearing before a Nasdaq Listing Qualifications Panel on or before 4:00 p.m. Eastern Time on December 7, 2009. On December 4, 2009, the Company requested such a hearing, which will stay any action with respect to the Staff Determination until the Nasdaq Listing Qualifications Panel renders a decision subsequent to the hearing. However, there can be no assurance that Nasdaq will grant the Company's request for continued listing. As previously announced on August 15, 2008 by the Company, it received a notice from Nasdaq on August 11, 2008 indicating that the Company failed to comply with the minimum bid price requirement because the bid price of its common stock closed under $1.00 per share for 30 consecutive business days. The notice also stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company would be provided 180 calendar days, or until February 9, 2009, to regain compliance with the minimum bid price requirement. Due to Nasdaq's suspensions of enforcement of the bid price requirement in 2008 and 2009 and as disclosed by the Company in its filings of various Forms 10-Q and 10-K, the Company's time period for regaining compliance was extended until November 25, 2009. To regain compliance, the closing bid price of the Company's common stock had to remain at or above $1.00 per share for a minimum of 10 consecutive business days prior to the market close on November 25, 2009. The Company did not regain compliance with the $1.00 minimum bid price requirement by such time, which resulted in the issuance of the Staff Determination. About Regent Communications Regent Communications, Inc. is a radio broadcasting company focused on acquiring, developing and operating radio stations in mid-sized markets. Regent owns and operates 62 stations located in 13 markets. Regent's shares are traded on the Nasdaq Stock Market under the symbol "RGCI." RESERVE GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Reserve Golf Club of Pawleys Island, LLC 18 Reserve Drive Pawleys Island, SC 29585 Bankruptcy Case No.: 09-09116 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: Chief Judge John E. Waites Debtor's Counsel: G. William McCarthy, Jr., Esq. 1715 Pickens St. (29201) PO Box 11332 Columbia, SC 29211-1332 Tel: (803) 771-8836 Email: bmccarthy@mccarthy-lawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 According to the schedules, the Company has assets of $1,159,344 and total debts of $226,918. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/scb09-09116.pdf The petition was signed by Benjamin S. Catanzaro, president of the board of managers of the Company. ROTHSTEIN ROSENFELDT: 20 Major Creditors Assert $1.2BB in Claims ---------------------------------------------------------------- The Associated Press says the 20 largest creditors in the fraud case of disbarred Florida attorney Scott Rothstein's defunct firm have filed nearly $1.2 billion in claims. According to AP, the major creditors include: -- Banyon Investments and related entities owed more than $775 million; -- Ira Sochet Trustee of Miami owed $147.3 million; -- EMESS Capital owed $60 million; and -- Morse Operations owed $44 million. The trustee overseeing the bankruptcy case says the numbers could change, AP says. The Miami Herald's Jay Weaver and Amy Sherman relate the $775 million Fort Lauderdale investor George Levin and his Banyon hedge funds placed into Mr. Rothstein's legal-settlement deals helped push Mr. Rothstein's settlement sales beyond $1 billion before his financial scam collapsed in late October. The Herald relates that, according to bankruptcy trustee Herbert Stettin, Banyon's five funds are among the 20 largest creditors with claims against Rothstein. The Troubled Company Reporter, citing various reports, last week said Mr. Rothstein on December 1 pleaded not guilty to U.S. charges he sold investors stakes in fictitious legal settlements. The TCR said Mr. Rothstein, 47, faces 100 years in prison if convicted of two counts of wire fraud and three conspiracy charges filed December 1. Prosecutors say his law firm was a racketeering enterprise that fleeced investors in a Ponzi scheme. Citing Bloomberg News, TCR said Mr. has surrendered more than 20 properties, plus a collection of luxury cars, jewelry and business interests to federal prosecutors who sought forfeiture of those items. According to Bloomberg, prosecutors said the Ponzi scheme began in 2005 and bankrolled his Fort Lauderdale firm, Rothstein Rosenfeldt Adler PA. Rothstein and his coconspirators gave to the campaigns of local, state and federal politicians in a way that evaded limits on such donations and disguised the true source of the money, prosecutors alleged in document known as a criminal information. Many of the contributions have since been returned. The Herald says acting U.S. Attorney Jeffrey Sloman estimated that FBI and IRS agents have so far recovered $60 million in Rothstein assets -- excluding millions that he may have secreted away in Morocco and other foreign countries. Herald relates Mr. Levin lured many of the Banyon investors to buy into Mr. Rothstein's legal-settlement deals, making personal guarantees and promising 30% returns. The Herald says Mr. Levin has been accused of conspiring with Mr. Rothstein in a lawsuit filed by several Fort Lauderdale investors seeking to recover more than $100 million. The suit claims Mr. Levin met with some Rothstein investors on November 1 to discuss a plan for short-term financing that would have prolonged the Ponzi scheme. In a letter issued to investors last week, Mr. Levin said the claims are unfounded. About Rothstein Rosenfeldt Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. ROTHSTEIN ROSENFELDT: Ch 11 Trustee Can Hire Special Counsel ------------------------------------------------------------ Herbert Stettin, the Chapter 11 trustee for Rothstein Rosenfeldt Adler, P.A., sought and obtained interim approval from the Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida to employ John H. Genovese and the law firm of Genovese, Joblove & Battista, P.A., as special litigation and conflicts counsel, nunc pro tunc to November 10, 2009. GJB will, among other things: -- assist, advise and represent Mr. Stettin in the investigation, formulation, filing, prosecution, negotiation and/or settlement of litigation claims and causes of action available to Mr. Stettin and the bankruptcy estate; -- advise and assist Mr. Stettin in the performance of his duties under the Bankruptcy Code, including investigate the acts, conduct, assets, liabilities and financial condition of the pre-petition Debtor and to locate and repatriate assets of the estate; -- attend meetings and negotiate with representatives of the former principals and management of the Debtor, creditors and other parties-in-interest and advise and consult on the conduct of the case to the extent requested by Mr. Stettin; and -- assist, advise and represent Mr. Stettin in any other matter as directed by Mr. Stettin and proposed general counsel, Berger Singerman, P.A., including instances where Mr. Stettin requires conflicts counsel to handle a specific matter or matters on behalf of Mr. Stettin. John H. Genovese, an attorney and shareholder at GJB, says that the firm will be paid based on the hourly rates of its professionals: John H. Genovese $540 Paul J. Battista $525 David C. Cimo $475 Theresa Van Vliet $500 Robert Elgidely $350 Legal Assistants $75-$160 Mr. Genovese assures the Court that GJB is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. A final hearing is set for December 21, 2009, at 10:00 a.m. The Court ruled that GJB will apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtor's Chapter 11 case. In the event that the application isn't granted on a final basis, GJB will be authorized to submit a fee application with the Court for compensation for services rendered in the period between the Petition Date and the Final Application Hearing. Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. In November 2009, Rothstein Rosenfeldt reported that the firm had an operating account balance of $300,000. ROTHSTEIN ROSENFELDT: Federal Court to Consider Injunction Relief ----------------------------------------------------------------- A federal bankruptcy judge is expected to consider a request of preliminary injunction filed by trustee Herbert Stettin to block Scott Rothstein of Rothstein Rosenfeldt Adler from hiding and destroying assets, according to Law.com. The trustee's request is part of an adversarial case that seeks to consolidate damages sought against, Mr. Rothstein, Rothstein entities and the firm, according to court docujments. The source notes that Mr. Rothstein was arrested on charges of racketeering conspiracy, money laundering and mail and wire fraud. About Rothstein Rosenfeldt Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. ROTHSTEIN ROSENFELDT: Herbert Stettin Named as Ch 11 Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 sought and obtained the approval of the Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida to employ Herbert Stettin as Chapter 11 Trustee for Rothstein Rosenfeldt Adler, P.A. Mr. Stettin said that on November 2, 2009, he was appointed receiver of the Debtor. According to Mr. Stettin, the court entered an order on November 18, 2009, expanding his authority as receiver. Mr. Stettin stated that he conducted mediations and presided over judicial proceedings as a trial judge or as discovery special master in a number of matters in which attorneys from the Debtor and Genovese, Joblove & Battista firms have been involved over the years. The Debtor had objected the appointment of a Chapter 11 trustee, saying that: -- the current management was properly carrying out the fiduciary responsibilities of a debtor-in-possession; -- the former management's transfer of authority to Mr. Stettin as Chief Restructuring Officer was proper and negates any basis for the trustee motion; -- the current management (Mr. Stettin) was properly carrying out the fiduciary responsibilities of a debtor-in-possession; and -- the creditors assert that appointment of a trustee is not their best interest. The U.S. Trustee had asked the Court should reject the retention of Mr. Stettin as the alleged Debtor's CRO, which the Court declined on November 20, 2009. The Debtor said that it had the authority to continue to operate as if an involuntary case concerning the Debtor had not been commenced. Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. In November 2009, Rothstein Rosenfeldt reported that the firm had an operating account balance of $300,000. ROTHSTEIN ROSENFELDT: List of 20 Largest Unsecured Creditors ------------------------------------------------------------ Rothstein Rosenfeldt Adler, P.A., filed with the U.S. Bankruptcy Court for the Southern District of Florida a list of its 20 largest unsecured creditors. A full-text copy of the Debtor's list of creditors is available for free at: http://bankrupt.com/misc/flasb09-34791.pdf Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. ROTHSTEIN ROSENFELDT: Trustee Gets Interim OK for Counsel --------------------------------------------------------- Herbert Stettin, the Chapter 11 trustee for Rothstein Rosenfeldt Adler PA, sought and obtained interim approval from the Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida to hire Paul Steven Singerman and Berger Singerman, P.A., as its counsel, nunc pro tunc to November 10, 2009. Berger Singerman will, among other things: * Advise Mr. Stettin with respect to the continued management of the Debtor's limited business operations; * advise with respect to Mr. Stettin's responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; * prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; * protect the interests of the Debtor's estate; and * advise Mr. Stettin in the orderly administration of the Debtor's estate to, among other things, maximize distributions to creditors. Paul Steven Singerman, an attorney and shareholder at Berger Singerman, says that the firm will be paid based on the hourly rates of its professionals: Paul Steven Singerman $535 Jordi Guso $500 Attorneys $235-$535 Legal Assistants & Paralegals $135-$185 Mr. Singerman assures the Court that Berger Singerman is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. A final hearing is set for December 21, 2009, at 10:00 a.m. The Court ruled that Berger Singerman will apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtor's Chapter 11 case. In the event that the application isn't granted on a final basis, Berger Singerman will be authorized to submit a fee application with the Court for compensation for services rendered in the period between the Petition Date and the Final Application Hearing. Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. In November 2009, Rothstein Rosenfeldt reported that the firm had an operating account balance of $300,000. SALTON INC: S&P Withdraws 'B' Rating on $180 Mil. Senior Loan ------------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its issue- level and recovery ratings on small appliance manufacturer Salton Inc.'s proposed $180 million senior secured term loan at the company's request. The company has postponed the proposed transaction, which was intended to refinance existing debt of about $160 million and pay fees and expenses. The corporate credit rating remains unchanged at 'B' and the outlook is stable, reflecting S&P's expectation that the company will maintain its market positions, improve profitability, and reduce debt leverage over the near term, despite the current difficult economic environment. Ratings List Salton Inc. Corporate Credit Rating B/Stable/-- Ratings Withdrawn To From -- ---- $180 million senior secured floating-rate term loan NR B Recovery Rating NR 4 SEA CONTAINERS: Court Approves Final Fee Applications ----------------------------------------------------- The Bankruptcy Court has approved several final applications for compensation filed by professionals retained in the Chapter 11 cases of Sea Containers Ltd. Accordingly, Judge Carey directed Sea Containers Ltd. to pay these fees and reimbursements: Professional Period Total Fees Expenses ------------ ------ ---------- -------- Kirkland & Ellis 10/15/06 - 11/30/08 $32,094,441 $1,650,304 Pricewaterhouse- 10/16/06 - 11/24/08 13,703,464 166,756 Coopers LLP Warren H. Smith 02/01/07 - 11/24/08 503,777 10,019 & Associates, PC AP Services, LLC 04/01/07 - 11/24/08 7,939,514 37,629 Appleby 10/15/06 - 11/30/08 1,053,622 18,421 Carter Ledyard & 10/15/06 - 11/24/08 2,429,976 76,613 Milburn LLP Pricewaterhouse- 02/23/07 - 11/24/08 802,003 12,570 Coopers Legal LLP Reed Smith 10/15/06 - 11/24/08 1,827,970 174,774 Richards Butler Rothschild, Inc. 09/01/07 - 07/31/08 1,725,000 41,600 Sidley Austin LLP 10/15/06 - 11/24/08 3,006,228 100,618 Vollman Brothers 10/15/06 - 11/30/08 2,932,222 291,364 Limited Young Conaway 10/15/06 - 11/24/08 1,495,890 271,748 Stargatt & Taylor Morris, Nichols, 10/26/06 - 11/24/08 922,662 86,622 Arsht & Tunnell Bingham McCutchen 10/26/06 - 11/24/08 10,410,440 477,729 Conyers Dill & 10/26/06 - 11/24/08 127,821 779 Pearman Navigant 02/15/08 - 11/24/08 467,459 8,959 Consulting Inc. Houlihan Lokey 10/26/06 - 11/24/08 4,795,322 226,240 Howard & Zukin Capital, Inc. Punter Southall 05/09/08 - 06/26/08 193,499 9,655 Limited Pepper Hamilton 01/26/07 - 11/24/08 301,031 31,802 Willkie Farr & 01/22/07 - 11/30/07 6,750,593 277,771 Gallagher LLP Zolfo Cooper Ltd. 10/26/06 - 11/30/08 6,115,166 111,626 Attride-Stirling 08/13/07 - 11/24/08 110,108 874 & Woloniecki Prior to the order allowing the fees, Warren H. Smith & Associates, P.C., the Debtors' fee auditor, recommends to the Court a reduction on Vollman Brothers Limited's final fee due to, among other things, clerical errors that resulted to unexplained overage. About Sea Containers Ltd. Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provided passenger and freight transport and marine container leasing. Registered in Bermuda, the company had regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The Company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. Through its GNER subsidiary, Sea Containers Passenger Transport operated Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. were represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors was represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers disclosed total assets of $62,400,718 and total liabilities of $1,545,384,083 as of its bankruptcy filing. Sea Containers Ltd., Sea Containers Services Ltd., and Sea Containers Caribbean, Inc., notified the Court and parties-in- interest on February 11, 2009, that their Fourth Amended Joint Plan of Reorganization became effective. (Sea Containers Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SEA CONTAINERS: Stipulation Discontinuing Suit Filed by L. Bloch ---------------------------------------------------------------- Parties to a lawsuit filed by Lisa Bloch before the Supreme Court of New York for the county of New York against Sea Containers, Ltd., SeaStreak America, Inc., and others, notify the U.S. Bankruptcy Court for the District of Delaware of their agreement to discontinue the complaint against Sea Containers only, without costs to any party. Ms. Bloch filed a complaint in March 2006 for an injury she sustained aboard a SeaStreak ferry on November 4, 2005. She asked for monetary judgment in an amount to be determined at trial that will adequately compensate her. She also demanded a trial by jury on all triable issues. About Sea Containers Ltd. Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provided passenger and freight transport and marine container leasing. Registered in Bermuda, the company had regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The Company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. Through its GNER subsidiary, Sea Containers Passenger Transport operated Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. were represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors was represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers disclosed total assets of $62,400,718 and total liabilities of $1,545,384,083 as of its bankruptcy filing. Sea Containers Ltd., Sea Containers Services Ltd., and Sea Containers Caribbean, Inc., notified the Court and parties-in- interest on February 11, 2009, that their Fourth Amended Joint Plan of Reorganization became effective. (Sea Containers Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SEA CONTAINERS: Two Entities Have $18.3MM Cash at End of Sept. -------------------------------------------------------------- Sea Containers, Ltd. Post Confirmation Summary Report Ending September 30, 2009 Beginning Cash Balance $17,808,384 All receipts received by the Debtor Repayment of loan note to Seaco Ltd. (1,997,000) Interest income 7,153 Insurance proceeds 141,056 SC Group cash repatriation 3,997,000 Foreign exchange (176,429) Inter company banking sweep (800,000) ------------ Total of cash received 1,171,780 Total of cash available 18,980,164 Less all disbursements or payments made by the Debtor: Disbursements made pursuant to the - admin. claims of bankruptcy professionals Debtor in possession loan repayment - All other disbursements made in the 1,160,996 ordinary course ------------ Total Disbursements 1,160,996 ------------ Ending Cash Balance $17,819,168 ============ Sea Containers Services, Ltd. Post Confirmation Summary Report Ending September 30, 2009 Beginning Cash Balance $382,594 All receipts received by the Debtors: SCSL cash repatriation to SCL (1,077,382) SC Group cash repatriation to SCSL 1,077,382 Tax refunds 212,213 Refund on insurance policy premiums 558,560 Foreign exchange (10,082) Inter company banking sweep 800,000 ------------ Total of cash received 1,560,691 Total of cash available 1,943,285 Less all disbursements or payments made by the Debtor: Disbursements made under the plan, excluding - the admin. claims of bankruptcy professionals Disbursements made pursuant to the - admin. claims of bankruptcy professionals All other disbursements made in the 1,427,498 ordinary course ------------ Total Disbursements 1,427,498 ------------ Ending Cash Balance $515,787 ============ About Sea Containers Ltd. Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provided passenger and freight transport and marine container leasing. Registered in Bermuda, the company had regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The Company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. Through its GNER subsidiary, Sea Containers Passenger Transport operated Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. were represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors was represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers disclosed total assets of $62,400,718 and total liabilities of $1,545,384,083 as of its bankruptcy filing. Sea Containers Ltd., Sea Containers Services Ltd., and Sea Containers Caribbean, Inc., notified the Court and parties-in- interest on February 11, 2009, that their Fourth Amended Joint Plan of Reorganization became effective. (Sea Containers Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SHANGDONG ZHOUYUAN: Delays Filing of Sept. 30 Quarterly Report -------------------------------------------------------------- Shangdong Zhouyuan Seed and Nursery Co. Ltd. has delayed the filing of its quarterly report on Form 10-Q for the period ended September 30, 2009, with the Securities and Exchange Commission. The Company said in a November regulatory filing with the SEC it has experienced a delay in completing the information necessary for inclusion in its September 30 Form 10-Q Quarterly Report. The Company said it expects to file its Form 10-Q Quarterly Report "within the allotted extension period." As reported by the Troubled Company Reporter on August 27, 2009, for three months ended June 30, 2009, the Company reported a net income of $165,105 compared with a net loss of $98,886 for the same period in 2008. For six months ended June 30, 2009, the Company posted a net loss of $329,535 compared with a net income of $221,157 for the same period in 2008. The Company's balance sheet at June 30, 2009, showed total assets of $3.34 million, total liabilities of $1.36 million and stockholders' equity of $1.98 million. On May 5, 2009, Kempisty & Company in New York City expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ended Dec. 31, 2008, and 2007. The auditors noted that the Company has negative cash flows from operations, a working capital deficiency of $412,373 and an accumulated deficit of $2,117,908 at Dec. 31, 2008. The Company also said that the recoverability of a major portion of the recorded asset amounts is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. About Shandong Zhouyuan Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) -- http://www.chinaseedcorp.com/-- was originally incorporated in the State of North Carolina. The Company, through its consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co. Ltd., a company formed under the laws of the People's Republic of China, is engaged in the business of developing, distributing and selling agricultural seeds in China. The company's executive offices are located at Laizhou, Shandong Province, People's Republic of China. SHAWNEE VILLAGE: Foreclosure Suit Prompts Chapter 11 Filing ----------------------------------------------------------- Rob Roberts, staff writer at Kansas City Business Journal, says Shawnee Village Associates LP made a voluntary filing under Chapter 11 to stay a foreclosure lawsuit filed by BB Syndication Services Inc., a subsidiary of Bankers' Bank in Wisconsin. The Company, Business Journal relates, stepped into bankruptcy to keep its City Center East Village project at 87th Street Parkway and Renner Boulevard. Shawnee Village Associates LP is real estate developer. SMURFIT-STONE: Files Chapter 11 Plan & Disclosure Statement ----------------------------------------------------------- Smurfit-Stone Container Corporation and each of its subsidiaries and affiliates currently acting as debtors-in-possession under Chapter 11 of the United States Bankruptcy Code including those Debtors that are Canadian subsidiaries and parties to the Companies' Creditors Arrangement Act (Canada) proceeding have filed a Joint Plan of Reorganization and Plan of Compromise and Arrangement and Disclosure Statement with the United States Bankruptcy Court for the District of Delaware on December 1, 2009. The Plan provides for a coordinated restructuring and compromise of all Claims against and Interests in the Debtors, including the Canadian Debtors, in both the Chapter 11 Cases and the CCAA Proceedings. Article IV of the Plan will also serve as the plan of compromise and arrangement to be proposed in the CCAA Proceedings to each Class of Affected Claims against the Canadian Debtors. The Plan constitutes a separate plan of reorganization for each Debtor in the Chapter 11 Cases and the CCAA Plan constitutes a separate plan of compromise and arrangement for each Canadian Debtor in the CCAA Proceedings. The Debtors reserve the right to withdraw the Plan or the CCAA Plan with respect to one or more Debtors or Canadian Debtors, as applicable, while seeking confirmation or approval of the Plan or the CCAA Plan with respect to all other Debtors or Canadian Debtors, as applicable. Smurfit-Stone is aiming to emerge from Chapter 11 protection in early Spring 2010, according to an official statement. Smurfit-Stone expects to emerge from its financial restructuring with a significantly improved balance sheet and with substantially less debt. Under the proposed Plan, substantially all of the unsecured debt of Smurfit-Stone Container Enterprises, Inc., will be converted to equity, resulting in a significant reduction of total long-term debt. "The filing of our Plan of Reorganization and Disclosure Statement is an important step toward Smurfit-Stone's successful emergence from the reorganization process," said Patrick J. Moore, chairman and CEO. "Our employees, customers, suppliers and other supporters have been instrumental in our ability to reach this important milestone. We will remain focused on tackling the many challenges that remain ahead." Key elements of the proposed Plan are: * The Company and its subsidiary, Smurfit-Stone Container Enterprises, Inc., would merge and become the reorganized company that would be governed by a board of directors that will include Patrick J. Moore, the company's current Chairman and Chief Executive Officer, Steven J. Klinger, the company's current President and Chief Operating Officer, and a number of independent directors to be selected by the Official Committee of Unsecured Creditors in consultation with the Debtors; * All of the existing secured debt of the Debtors would be fully repaid with cash or new debt instruments or a combination of these; * Substantially all of the existing unsecured debt and claims against Smurfit-Stone Container Enterprises, Inc., including all of the outstanding unsecured senior notes and bonds, would be exchanged for common stock of the reorganized Smurfit-Stone, which would be traded on either the New York Stock Exchange or the NASDAQ market, with holders of unsecured claims against Smurfit-Stone Container Enterprises, Inc. of less than or equal to $10,000 entitled to receive payment of 100% of such claims in cash; * All of the existing equity securities of Smurfit-Stone would be cancelled and existing shareholders of Smurfit- Stone common and preferred stock would receive no distribution on account of their shares; * The assets of the Canadian Debtors would be sold to a newly-formed Canadian subsidiary of Smurfit-Stone free and clear of existing claims, liens and interests in exchange for the repayment of the secured debt obligations of the Canadian Debtors, cash or common stock of the reorganized Company for distribution to the Canadian Debtors' unsecured creditors if they vote to accept the Plan and the assumption of certain liabilities and obligations of the Canadian Debtors; and * Reorganized Smurfit-Stone and its newly-formed Canadian subsidiary would assume all of the existing obligations under the qualified defined benefit pension plans in the United States and Canada sponsored by the Debtors, as well as all of the collective bargaining agreements in the United States and Canada between the Debtors and their labor unions. The Debtors said they intend to continue working with the Official Committee of Unsecured Creditors, the Monitor in the Canadian proceedings, and other constituencies to finalize the Plan and Disclosure Statement over the next several weeks. The Debtors expect to supplement the Plan and Disclosure Statement and anticipate holding a hearing on the adequacy of the Disclosure Statement in January 2010, following which the Debtors would solicit approval of the Plan by the necessary classes of creditors and hold a confirmation hearing on the Plan and the required meeting of creditors in the Canadian proceedings. The Company also announced that it has prepaid all of the approximately $43 million remaining outstanding of the U.S. term loan under its DIP credit facility, and expects to prepay the approximately $7 million remaining outstanding of the Canadian term loan under the DIP by the end of December. Smurfit-Stone currently expects to emerge from the restructuring proceedings in both the United States and Canada either late in the first quarter or early in the second quarter of 2010. Classification and Treatment of Claims and Interest In accordance with Section 1122(a) of the Bankruptcy Code, Claims and Interests against the Debtors are classified into 82 groups and according to each Debtor entity: Debtor Class/Description ------ ----------------- SSCC 1A Priority Non-Tax Claims 1B Other Secured Claims 1C Prepetition Lender Claims 1D General Unsecured Claims 1E Intercompany Claims 1F SSCC Preferred Interests 1G SSCC Common Interests SSCE 2A Priority Non-Tax Claims 2B Other Secured Claims 2C Prepetition Lender Claims 2D Convenience Claims 2E General Unsecured Claims 2F Intercompany Claims 2G Interests Cameo 3A Priority Non-Tax Claims Container 3B Other Secured Claims 3C General Unsecured Claims 3D Intercompany Claims 3E Interests Calpine 4A Priority Non-Tax Claims Corrugated 4B Other Secured Claims 4C Union Bank Claims 4D CIT Group Claims 4E General Unsecured Claims 4F Intercompany Claims 4G Interests SSPRI 5A Priority Non-Tax Claims 5B Other Secured Claims 5C General Unsecured Claims 5D Intercompany Claims 5E Interests Non- 6A to 14A Priority Non-Tax Claims Operating 6B to 14B Other Secured Claims U.S. Debtors 6C to 14C General Unsecured Claims 6D to 14D Intercompany Claims 6E to 14E Interests SSC Canada 15A Priority Non-Tax Claims 15B Other Secured Claims 15C Prepetition Canadian Lender Claims 15D General Unsecured Claims 15E Intercompany Claims 15F Stone FinCo II Intercompany Claim 15G Interests Smurfit-MBI 16A Priority Non-Tax Claims 16B Other Secured Claims 16C Prepetition Canadian Lender Claims 16D General Unsecured Claims 16E Intercompany Claims 16F Interests MBI Limited 17A Priority Non-Tax Claims 17B Other Secured Claims 17C Prepetition Canadian Lender Claims 17D General Unsecured Claims 17E Intercompany Claims 17F Interests Stone 18A Priority Non-Tax Claims FinCo II 18B Other Secured Claims 18C General Unsecured Claims 18D Intercompany Claims 18E Interests B.C. 19A Priority Non-Tax Claims Shipper 19B Other Secured Claims Supplies 19C General Unsecured Claims Ltd 19D Intercompany Claims 19E Interests Francobec 20A Priority Non-Tax Claims Company 20B Other Secured Claims 20C Prepetition Canadian Lender Claims 20D General Unsecured Claims 20E Intercompany Claims 20F Interests 3083527 21A Priority Non-Tax Claims Nova Scotia 21B Other Secured Claims Company 21C Prepetition Canadian Lender Claims 21D General Unsecured Claims 21E Intercompany Claims 21F Interests Non- 22A to 25A Priority Non-Tax Claims Operating 22B to 25B Other Secured Claims Canadian 22C to 25C General Unsecured Claims Debtors 22D to 25D Intercompany Claims 22E to 25E Interests The Debtors are seeking votes from the Holders of Claims in Classes 1C, 2C, 2D, 2E, 3C, 4C, 4D, 4E, 5C, 15B, 15C, 15D, 16B, 16C, 16D, 17B, 17C, 18C, 19C, 20B, 20C, 20D, 21B and 21C. However, they are not seeking votes from Holders of Claim in Classes 1D, 1F, 1G, 4G, 6C through 14C, 15F, 15G, 16F, 17D, 18E, 20F, 21D, and 22C through 25C because those Claims and Interests are impaired and the Holders are receiving no distribution. These Holders will be deemed to have voted to reject the Plan. The Debtors are not seeking votes from Holders of Claims and Interests in Classes 1A, 1B, 2A, 2B, 2G, 3A, 3B, 3E, 4A, 4B, 5A, 5B, 5E, 6A through 14A, 6B through 14B, 6E through 14E, 15A, 16A, 17A, 17F, 18A, 18B, 18E, 19A, 19B, 19E, 20A, 21A, 21F, 22A through 25A, 22B through 25B, and 22E through 25E because those Claims and Interests are unimpaired under the Plan, and the Holders of Claims and Interests in each of these Classes are conclusively presumed to have accepted the Plan and are not entitled to vote on the Plan. The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Classes 1E, 2F, 3D, 4F, 5D, 6D through 14D, 15E, 16E, 17E, 18D, 19D, 20E, 21E, and 22D through 25D, will be deemed to have accepted the Plan and votes to accept or reject the Plan will not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims; provided, however, if the Stone FinCo II Contribution Claim is deemed to be an Allowed Claim against SSCE prior to the Voting Deadline, Stone FinCo II, as the Holder of the Stone FinCo II Contribution Claim, will be deemed to have voted the Claim against SSCE in the same fashion as the Holders of the majority in amount of the 7.375% Notes Due 2014 will have voted their General Unsecured Claims against Stone FinCo II. The projected distributions to Holders of Allowed Claims against each of the United States Debtors are: Estimated Treatment and Class Allowed Claim Estimated Recovery ----- ------------- ------------------ DIP Facility Claims $0 Unimpaired - 100% Administrative 62,600,000 Unimpaired - 100% Expense Claims Priority Tax Claims 1,700,000 Unimpaired - 100% Priority Non-Tax 0 Unimpaired - 100% Claims Prepetition Lender 969,100,000 Impaired - 100% in Claims the form of cash or debt instruments Union Bank Claims 8,600,000 Impaired - 100% in the form of cash CIT Group Claims 34,900,000 Impaired - pro rata of new SSCC common stock General Unsecured 2,900,000,000 SSCE: Impaired - pro Claims rata of new SSCC common stock 11,200,000 SSCC and Non- Operating Debtors (U.S.): Impaired - 0% 4,000,000 Cameo Container, Calpine Corrugated and SSPRI: Impaired - 100% in cash Convenience Claims 25,000,000 to Impaired - 100% in 30,000,000 the form of cash Intercompany Claims N/A Impaired - 0% SSCC Interests N/A Impaired - 0% Subsidiary Interests N/A SSCE, Cameo Container, SSPRI, and non-operating Debtors (U.S.): Unimpaired - retained N/A Calpine-Corrugated: Impaired - 0% The projected distributions to Holders of Allowed Claims against each of the Canadian Debtors are: Estimated Treatment and Class Allowed Claim Estimated Recovery ----- ------------- ------------------ DIP Facility Claims $0 Unimpaired - 100% Administrative 8,000,000 Unimpaired - 100% Expense Claims Priority Tax Claims 0 Unimpaired - 100% Priority Non-Tax 0 Unimpaired - 100% Claims Other Secured Claims 1,050,000 SSC Canada, Smurfit-MBI, MBI Limited, Francobec Company and 3083527 Nova Scotia Company: Impaired - 100% in cash 1,000,000 Stone FinCo II, B.C. Shipper Supplies Ltd. and Non-Operating Debtors (Canada): Unimpaired - 100% in the form of cash, reinstatement, or surrender of collateral Prepetition Canadian 393,000,000 Impaired - 100% in Lender Claims the form of cash or debt instruments General Unsecured 57,000,000 SSC Canada: Impaired Claims - if Class accepts the Plan, [TBD%] in the form of cash or new SSCC Common Stock, or (ii) if Class rejects the Plan, 0% 29,000,000 Smurfit-MBI: Impaired ? (i) if Class accepts the Plan, [TBD%] in the form of cash or New SSCC Common Stock, or (ii) if Class rejects the Plan, 0% 2,100,000 MBI Limited, 3083527 Nova Scotia Company and the Non- Operating Debtors (Canada): Impaired ? 0% 295,000 Stone FinCo II: Impaired ? (i) if Class accepts the Plan, [TBD%], or (ii) if Class rejects the Plan, 0% 0 B.C. Shipper Supplies Ltd., Francobec Company: Impaired ? 100% in the form of cash Intercompany Claims N/A SSC Canada and Smurfit-MBI: Impaired - 0% N/A MBI Limited, B.C. Shipper Supplies Ltd., Francobec Company, 3083527 Nova Scotia Company and the Non- Operating Debtors (Canada): Impaired ? 0% N/A Stone FinCo II: Impaired - 0% Stone FinCo II 200,700,000 Impaired - 0% Intercompany Claim Subsidiary Interests N/A SSC Canada, Smurfit- MBI and Francobec Company: Impaired ? 0% N/A Stone FinCo II: Impaired ? 0% N/A B.C. Shipper Supplies Ltd., 3083527 Nova Scotia Company and the Non-Operating Debtors (Canada): Unimpaired ? retained In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, DIP Facility Claims, and Priority Tax Claims have not been classified for purposes of the Chapter 11 Cases and therefore are excluded from the Classes of Claims and Interests. Each Holder of an Allowed Administrative Expense Claim will receive, on account of and in full and complete settlement, release and discharge of, and in exchange for, the Allowed Administrative Expense Claim, on either: (i) the latest to occur of (a) the Effective Date, (b) the first Distribution Date after the Administrative Expense Claim becomes an Allowed Claim, and (c) on another date as agreed upon by the Debtors and the Holder of the Administrative Expense Claim, or (ii) on another date as the Bankruptcy Court may order, (A) cash equal to the full unpaid amount of the Allowed Administrative Expense Claim, or (B) another treatment as the Debtors and the Holder of the Administrative Expense Claim will have agreed. The DIP Facility Claims will be Allowed on the Effective Date pursuant to the Plan. In full satisfaction, settlement, release, and discharge of and in exchange for each Allowed DIP Facility Claim, the Debtors will pay all Allowed DIP Facility Claims in full in cash on the Effective Date. In addition, on the Effective Date, any unexpired letters of credit outstanding under the DIP Facility will either be (i) returned to the issuer undrawn and marked canceled or (ii) cash collateralized with cash in an amount equal to 105% of the face amount of the outstanding letter of credit. Each Holder of an Allowed Priority Tax Claim against any of the Debtors that is due and payable on or before the Effective Date will receive, on account of and in full and complete settlement, release and discharge of, and in exchange for, the Allowed Priority Tax Claim, in the Debtors' sole discretion, either (i) cash equal to the amount of the Allowed Priority Tax Claim on the later of the Initial Distribution Date and the first Distribution Date after the Priority Tax Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, or (ii) pursuant to Section 1129(a)(9)(C) of the Bankruptcy Code, deferred cash payments made on the first Business Day following each anniversary of the Effective Date over a period not exceeding five years after the Petition Date, with a total value as of the Effective Date equal to the amount of the Allowed Priority Tax Claim. Directors and Officers of Reorganized SSCC As of the effective date of the Plan, the initial directors of Reorganized SSCC will be the persons identified in an "Exhibit 4" to be filed with a Plan Supplement. The term of any current members of the board of directors of SSCC not identified as members of the initial board of directors of Reorganized SSCC will expire on the Effective Date. The initial board of directors of Reorganized SSCC will consist of ____ (__) directors, including (a) Patrick J. Moore, the Chief Executive Officer of Reorganized SSCC and (b) Steven J. Klinger, the President and Chief Operating Officer of Reorganized SSCC. On or promptly after the Effective Date, the initial board of directors of Reorganized SSCC will select a Chairman of the board of directors of Reorganized SSCC. In accordance with Section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in Exhibit 4 to the Plan the identity and affiliations of any person proposed to serve on the initial board of directors of Reorganized SSCC, and to the extent the person is an insider other than by virtue of being a director, the nature of any compensation for that person. Each director of Reorganized SSCC will serve from and after the Effective Date pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Amended and Restated By-Laws, and applicable law. As set forth in Exhibit 4 to the Plan, all existing executive officers of Reorganized SSCC are currently expected to continue to serve in their existing capacities from and after the Effective Date and, where applicable, pursuant to the terms and conditions of the Employment and Retirement Benefit Agreements to which the executive officers are party on the Effective Date. Liquidation Analysis The Debtors' Disclosure Statement includes a liquidation analysis based on their September 30, 2009 balance sheet and assumes that the actual balance sheets are conservative proxies for the balance sheets that would exist at the time the Chapter 7 liquidation would commence. The Debtors believe that the Plan will produce a greater recovery for the Holders of Claims and Interests than would be achieved in a Chapter 7 liquidation. Consequently, the Debtors believe that the Plan, which provides for the continuation of the Debtors' businesses, will provide a substantially greater ultimate return to the Holders of Claims and Interests than would a Chapter 7 liquidation. A full-text copy of the Liquidation Analysis is available for free at http://bankrupt.com/misc/SmurfLiquidAnal.pdf Financial Projections In addition to the Liquidation Analysis, the Debtors have prepared consolidated projected financial results for each of the years ending December 31, 2009, through and including 2014, a full-text copy of which is available for free at: http://bankrupt.com/misc/SmurfProjFInfo.pdf Based upon the Projections, the Debtors believe that the Reorganized Debtors will be able to make all payments required pursuant to the Plan, and therefore, that confirmation of the Plan is not likely to be followed by liquidation or the need for further reorganization. The Debtors also believe that they will be able to repay or refinance on commercially reasonable terms any and all of the indebtedness under the Plan at or prior to the maturity of such indebtedness. The Debtors note that although the Plan is designed to minimize the length of the Proceedings, it is impossible to predict with certainty the amount of time that the Debtors may spend in bankruptcy or to assure parties-in-interest that the Plan will be confirmed. The continuation of the Chapter 11 Cases or the CCAA Proceedings, particularly if the Plan is not approved or confirmed in the time frame currently contemplated, could materially adversely affect operations and relationships with customers, vendors, service providers, employees, regulators and partners. For example, negative events or publicity associated with the Proceedings could adversely affect the Debtors' sales and relationships with their customers, particularly if the Proceedings are protracted. Also, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court or the Canadian Bankruptcy Court, which may limit the Debtors' ability to respond timely to certain events or take advantage of certain opportunities. In addition, if confirmation, sanction and consummation of the Plan do not occur expeditiously, the Proceedings could result in, among other things, increased costs for professional fees and similar expenses. Alternatives to Confirmation and Consummation of the Plan and CCAA Plan If the Plan is not confirmed, the alternatives for the Chapter 11 Cases include (a) continuation of the Chapter 11 Cases and formulation of an alternative plan or plans of reorganization or (b) liquidation of the Debtors under Chapter 7 or Chapter 11 of the Bankruptcy Code, explains Craig A. Hunt, Smurfit-Stone's senior vice president, secretary and general counsel. If the Debtors remain in Chapter 11, the Debtors could continue to operate their businesses and manage their properties as debtors- in-possession, but they would remain subject to the restrictions imposed by the Bankruptcy Code, he says. "It is not clear whether the Debtors could continue as viable going concerns in protracted chapter 11 cases. The Debtors could have difficulty operating with the high costs, operating financing and the eroding confidence of their customers and trade vendors, if the Debtors remained in chapter 11. If the Debtors were able to obtain financing and continue as a viable going concern, the Debtors (or other parties in interest) could ultimately propose another plan or attempt to liquidate the Debtors under Chapter 7 or Chapter 11. Such plans might involve either a reorganization and continuation of the Debtors' businesses, or an orderly liquidation of their assets, or a combination of both." The Debtors' Chapter 11 Cases could also be converted to liquidation cases under Chapter 7 of the Bankruptcy Code, Mr. Hunt notes. In Chapter 7, he explains, a trustee would be appointed to promptly liquidate the assets of the Debtors. The Debtors believe that in a liquidation under chapter 7, before creditors received any distributions, additional administrative expenses involved in the appointment of a trustee and attorneys, accountants, and other professionals to assist the trustee, along with an increase in expenses associated with an increase in the number of unsecured claims that would be expected, would cause a substantial diminution in the value of the estates. "The assets available for distribution to creditors and equity holders would be reduced by such additional expenses and by Claims, some of which would be entitled to priority, which would arise by reason of the liquidation and from the rejection of leases and other executory contracts in connection with the cessation of the Debtors? operations and the failure to realize the greater going concern value of the Debtors' assets," Mr. Hunt explains. The Debtors could also be liquidated pursuant to the provisions of a Chapter 11 plan of reorganization, adds Mr. Hunt. In a liquidation under Chapter 11, the Debtors' assets could be sold in a more orderly fashion over a longer period of time than in a liquidation under Chapter 7. Thus, Chapter 11 liquidation might result in larger recoveries than in a Chapter 7 liquidation, but the delay in distributions could result in lower present values being received and higher administrative costs, he says. As in the Chapter 11 Cases, in the CCAA Proceedings if CCAA Plan is not approved by creditors in the CCAA Proceedings or is not sanctioned by the Canadian Bankruptcy Court, the Canadian Debtors would not automatically lose control of the CCAA Proceedings (i.e., have a trustee appointed to oversee its assets). It is possible for the Canadian Debtors to submit a new or amended plan and, during the intervening period, continue to operate under the CCAA. In the event that CCAA Plan is not accepted, however, the Canadian Debtors' significant creditors may seek to lift the CCAA Stay to exercise their remedies against the debtor that are otherwise available, notes Mr. Hunt. The Debtors believe that confirmation of the Plan in the Chapter 11 Cases and sanction of CCAA Plan in the CCAA Proceedings is preferable to these alternatives because it provides the greatest distributions and opportunity for distributions to Holders of Claims against any of the Debtors. In addition, any alternative to confirmation of the Plan in the Chapter 11 Cases or sanction of CCAA Plan in the CCAA Proceedings could result in extensive delays and increased administrative expenses, or the ultimate liquidation of certain or all of the Debtors. Accordingly, the Debtors urge all Holders of Claims entitled to vote on the Plan to vote to accept the Plan in the Chapter 11 Cases and approve CCAA Plan in the CCAA Proceedings. A full-text copy of the Debtors' Plan is available for free at http://bankrupt.com/misc/SmurfC11Plan.pdf A full-text copy of the Debtors' Disclosure Statement is available for free at http://bankrupt.com/misc/SmurfDS.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Bid For Equity Panel Faces More Resistance --------------------------------------------------------- Wilmington Trust Company, an indenture trustee for $2.1 billion in claims against Smurfit-Stone Container Corp., has joined in a bid by an investment manager to form an equity committee that represents shareholder interests in the recovery of the paper company's assets. Smurfit-Stone Container Corp. and its units have asked the Court to deny Caspian Capital Advisors' and Mariner Investment Group LLC's request to form an official committee of equity holders. Smurfit's counsel, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, explains that there is clearly no value for equity security holders because parties with economic "skin in the game" negotiated a plan of reorganization based on Smurfit-Stone Container Corporation's projections and were extensively vetted by the Official Committee of Unsecured Creditors. "In this context, the only function an equity committee could possibly serve is to object to confirmation and litigate valuation at the confirmation hearing," Mr. Conlan says. Mr. Conlan argues that despite being afforded nine weeks, Mariner has produced no credible evidence to show a substantial likelihood that shareholders will receive a meaningful distribution. In Mariner's behalf, Christopher P. Simon, Esq., at Cross & Simon LLC, in Wilmington, Delaware, contends that there can be no doubt any longer that the Debtors' equity holders need the protection of an equity committee. He notes that on December 1, the Debtors filed a placeholder Plan of Reorganization and a Disclosure Statement that deny any recovery to equity. The bankruptcy judge will rule on the request for an Equity Committee this week. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Proposes to Enter Into Hinrichs Non-Compete Pact --------------------------------------------------------------- Smurfit-Stone Container Corp. and its units seek authority from the Court to enter into a confidential Non-compete and Consulting Agreement with Charles A. Hinrichs, the Debtors' former senior vice president and chief financial officer. While acting as the Debtors' SVP and CFO, Mr. Hinrichs was employed pursuant to an Employment Agreement, which included significant non-competition and non-solicitation provisions. As of the effective termination date of his employment, Mr. Hinrichs' combined annual base salary and bonus potential was $752,400, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois notes. He further discloses that separate from the Employment Agreement, Mr. Hinrichs is also a vested participant in the Jefferson Smurfit Corporation Supplemental Income Pension Plan II and his SIPP benefit has a lump sum payment value amounting to $1,437,615. The Debtors, however, have not assumed the SIPP nor the Employment Agreement and Mr. Hinrichs, therefore, has a claim against the Debtors for payment under the SIPP and a separate claim under his Employment Agreement. Mr. Conlan explains that the Debtors seek to obtain the benefits of Mr. Hinrichs' extensive knowledge, particularly as it relates to claims and other financial matters through a consultancy arrangement to extend through the later of the date one year after the cessation of his employment or until May 18, 2010, or the effective date of the Debtors' plan of reorganization. In connection with the proposed consultancy arrangement, Mr. Hinrichs will agree to non-compete and non-solicitation provisions extending two years after the termination of his employment, and release all claims against the Debtors. In exchange for the added services and protections, the Debtors propose paying Mr. Hinrichs $1,800,000, which takes into account the value of his approximately $1,400,000 benefit claim and also provides a reasonable payment -- that is significantly less than one year of his annual compensation potential during his last year of employment -- for the valuable consulting services and non- competition obligations with which he will comply. Additionally, Mr. Hinrichs will release all claims against the Debtors, including his prepetition claims under his Employment Agreement for severance pay equal to two times his combined annual base salary and bonus potential, which is approximately $1,500,000, which he has agreed is limited to $752,400 pursuant to Section 502(b)(7) of the Bankruptcy Code. Mr. Conlan contends that the proposed $1,800,000 payment to Mr. Hinrichs is more reasonable when compared to the gross value of Mr. Hinrichs' claims under his Employment Agreement plus the SIPP that total approximately $2,900,000, and even when compared to the $2,200,000 gross value of his claims. "In sum, the total proposed payment to Mr. Hinrichs of $1,800,000 is only a portion of the value of his total claims against the [Debtors], in exchange for which the [Debtors] will receive his additional critical services, his release of claims, and his agreement to the non-competition and non-solicitation protections," Mr. Conlan explains. Accordingly, the Debtors believe that the proposed consultancy arrangement is in the best interests of their estates and creditors and a product of the Debtors' sound business judgment. The Debtors note that they have consulted with the Official Committee of Unsecured Creditors, which supports the proposal. A full-text copy of the Non-Compete Agreement is available for free at http://bankrupt.com/misc/SmurfHinrichsAgrmt.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Seeks Summary Judgment on U.S. Bank Claim -------------------------------------------------------- Smurfit-Stone Container Corp. and its units ask the Court to grant summary judgment on a $17,599,249 administrative expense filed by U.S. Bank Trust National Association, as indenture trustee for the Village of Hodge Louisiana Combined Utility System Bond. U.S. Bank previously sought Court approval to have payments under a certain utility contract between the Debtors and the Village of Hodge, Louisiana treated as administrative expense claims pursuant to Section 503(b)(1)(A) of the Bankruptcy Code. However, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, notes that the only payments required under the Utility Contract that the Debtors have not already been discharging are interest payments due to the bondholders of the Village of Hodge. He contends that payments to the municipal bondholders are not properly an administrative expense, and U.S. Bank cannot meet its burden of proving that the payments meet the requirements for treatment as an administrative expense. Therefore, summary judgment is appropriate because payment of interest to the bondholders would meet neither the language nor policy of Section 503(b)(1)(A), as the Debtors would gain no benefit from the payments because they will continue to receive utility services regardless of whether payments are made to the bondholders, and the bondholders have provided no new consideration to the estate that would warrant treatment of any debt to the bondholders as anything other than a normal, unsecured claim against the estate, Mr. Conlan tells the Court. U.S. Bank Responds U.S. Bank asks the Court to deny the Debtors' request and compel the Debtors to pay the amount owing under the Utility Contract. Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and Popeo P.C., in Boston, Massachusetts, relates that in exchange for use of the Utility Plant, the Debtors must pay to U.S. Bank all of the consideration called for under the Utility Contract. The consideration owed by the Debtors under the Utility Contract includes not only the day-to-day charges associated with operating and maintaining the Utility Plant, but also the charges associated with using the Utility Plant itself like the capital costs associated with the acquisition, construction and financing of the boilers, steam turbine generators, and other very expensive pieces of machinery and equipment that comprise the Utility Plant and that the Debtor uses on a daily basis, Mr. Bleck points out. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Files 1st Amended Plan And Disclosure Statement ------------------------------------------------------------- Spansion Inc., and its debtor affiliates submitted with the U.S. Bankruptcy Court for the District of Delaware their First Amended Joint Plan of Reorganization and Disclosure Statement on November 25, 2009. Under the First Amended Plan, the Spansion Thailand Claims have been removed from the classification of claims, and all claims against, and interests in the Debtors are classified into 13 classes: Class Designation ----- ----------- 1 Secured Credit Facility Claims 2 UBS Credit Facility Claims 3 FRN Claims 4 Other Secured Claims 4A Travis County, Texas Tax Claims 5A Senior Note Claims 5B General Unsecured Claims 5C Exchangeable Debentures Claims 6 Convenience Class Claims 7 Non-Compensatory Damages Claims 8 Interdebtor Claims 9 Old Spansion Interest 10 Other Old Equity 11 Other Old Equity Rights 12 Securities Claims 13 Non-Debtor Intercompany Claims Classes 2, 4, 6, and 10 are unimpaired under the Plan. Classes 7, 8, 9 11, 12 and 13 are impaired, and because Classes 7, 8, 9, 11, 12 and 13 will receive no distribution under the Plan, they are deemed to have rejected the Plan. Classes 1, 3, 5A, 5B, and 5C are impaired and are entitled to vote on the Plan. As of the Effective Date, the UBS Credit Facility Claim will be an Allowed Claim in an amount to be agreed upon by the Debtors and UBS, which Claim will include UBS' reasonable attorney's fees. If, on or prior to the earlier of (a) the Effective Date and (b) January 31, 2010, the Debtors will have received net Cash proceeds from the closing of the Rights Offering or from the issuance or incurrence of the New Spansion Debt, then each Holder of an Allowed Class 3 Claim is entitled to receive as of the Effective Date, that Holder's Pro Rata share of those New Capital Proceeds and the principal amount of New Senior Notes and New Convertible Notes will be reduced: (i) the first $75 million of the New Capital Proceeds will be applied 50% to reduce the principal amount of the New Senior Notes and 50% to reduce the principal amount of the New Convertible Notes; and (ii) any additional New Capital Proceeds will be applied, at the option of the Debtors, to reduce either the principal amount of the New Senior Notes or the principal amount of the New Convertible Notes until the New Senior Notes or the New Convertible Notes have been reduced to zero and thereafter to the other notes; provided that, unless the principal amount of the New Senior Notes or the New Convertible Notes has been reduced to zero, the minimum principal amount of the New Senior Notes or the New Convertible Notes, as applicable, after giving effect to any reduction will be not less than $200 million. Class 5A consists of all Senior Note Claims. The Senior Notes Claims are deemed allowed by the Plan in the aggregate principal amount of $250 million, plus accrued and unpaid interest aggregating $251,133,413. Each Holder of an Allowed Class 5A Claim will receive that Holder's Unsecured Claims Pro Rata share of 46,247,760 shares of New Spansion Common Stock. Class 5B consists of all Allowed General Unsecured Claims. Each Holder of an Allowed Class 5B Claim will receive that Holder's Unsecured Claims Pro Rata share of 46,247,760 shares of New Spansion Common Stock. Class 5C consists of all Exchangeable Debentures Claims. The Exchangeable Debenture Claims are deemed allowed in the aggregate amount of $207 million of principal, plus accrued and unpaid interest for an aggregate amount of $207,998,036. Each holder of an Allowed Class 5C Claim will receive that Holder's Unsecured Claims Pro Rata share of 46,247,760 shares of New Spansion Common Stock. No distribution will be made on account of Class 5C Claims to the Unsecured Indenture Trustee for the Exchangeable Debentures, the Holders of Exchangeable Debenture Claims, the Unsecured Indenture Trustee for the Senior Notes or the Holders of Senior Note Claims until the Debtors are directed to make a distribution pursuant to: (a) a final and non-appealable order of the bankruptcy court or another court of competent jurisdiction; or (b) joint instructions executed by both the Unsecured Indenture Trustee for the Senior Notes and the Unsecured Indenture Trustee for the Exchangeable Debentures. Rights Offering Under the First Amended Plan, the Debtors will have the right to consummate the Rights Offering on or before the Effective Date if they determine that it is desirable and feasible to do so. If the Debtors decide to consummate the Rights Offering, they may do so with or without a Backstop Party. In order to consummate the Rights Offering, proceeds from the Rights Offering must be deposited in a segregated account or escrow account in a sufficient amount, when combined with any other New Capital Proceeds held in one or more segregated accounts or escrow accounts, to satisfy the requirements of Section 3.3(2)(b) as of the earlier to occur of the Effective Date or January 31, 2010. Initial BOD The initial board of directors of Reorganized Spansion Inc., will consist of seven persons. The Ad Hoc Consortium will be entitled to designate two directors, the Debtors will be entitled to designate two directors and the Debtors and the Ad Hoc Consortium will be entitled to jointly designate two directors. The remaining director will be the chief executive officer of Reorganized Spansion Inc. Equity Incentive Plan Reorganized Spansion Inc., will reserve 9,005,376 shares of New Spansion Common Stock for issuance under an equity incentive plan for employees, management and the directors of Reorganized Spansion Inc. and the other Reorganized Debtors. The new equity incentive plan will have a term of 10 years, and will permit the issuance of up to 9,005,376 shares in the form of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Payments to Spansion Japan The Debtors disclose that they have made a number of payments to Spansion Japan aggregating in excess of $800 million within one year prior to the Petition Date. The Debtors assert that those payments may be deemed potentially avoidable preferential transfers. The Debtors tell the Court that to the extent that some or all of the transfers are avoided, and assuming that some or all of Spansion Japan's claims are allowed against the Debtors' estates, the amounts recovered as preferential transfers may be applied against those claims. The time within which to bring an action asserting that these transfers are avoidable preferential transfers will expire on March 1, 2011. Estimated Recovery The Debtors estimate that at a minimum, the aggregate secured and unsecured claims of their Creditors exceed $1.55 billion, and the aggregate could equal $2.1 billion. The total Distributable Value under the Plan is approximately $1.1 billion. Thus, the Debtors note, at a minimum, a Samsung settlement would have to exceed a net recovery of $450 million for the Debtors to be able to satisfy all of the Claims of their Creditors, even using the minimum amount of aggregate Claims. Furthermore, given that a settlement or recovery from Samsung approaching $450 million has a low probability, it is the Debtors' view that even with a Samsung settlement, the Creditors would not receive payment in full of their Claims. Clean and blacklined copies of the Debtors' First Amended Plan is available for free at: http://bankrupt.com/misc/Spansion_1stAmPlan.pdf http://bankrupt.com/misc/Spansion_RedPlan.pdf Clean and blacklined copies of the Debtors' First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/Spansion_1stAmDS.pdf http://bankrupt.com/misc/Spansion_RedDS.pdf About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Proposes to Assume IBM Master Service Agreement ------------------------------------------------------------- Spansion Inc. and its units seek the Court's authority to assume a Master Service Agreement with International Business Machines Corporation. Spansion LLC and IBM are parties to the MSA effective September 6, 2005, under which IBM and Spansion entered into a statement of work for the provision of specific technical services. Under the MSA, Spansion and IBM have entered into these agreements related to IBM's Applications on Demand service: (a) IBM Agreement for Exchange of Confidential Information dated July 18, 2005; and (b) Full Service Solution Schedule No. 8370689-SS-SA-00-0 effective September 9, 2005, as amended. IBM AoD provides hosting for Spansion's tier-1 business applications, including SAP and key non-SAP applications relating to data warehouses, sales, quality, and electronic data interchange. Through extensive negotiations, Spansion and IBM have agreed to extend the IBM Contracts for two months. Thereafter, the Debtors note, the IBM Contracts, as amended, will continue on a month-to- month basis at prices which are reasonable for the benefits to be provided. The Debtors assert that the IBM Contracts provide them with services critical to the operation of their business. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Proposes to Form New Japanese Subsidiary ------------------------------------------------------ Spansion Inc. and its units seek the U.S. Bankruptcy Court's approval to form a new corporate subsidiary organized under the laws of Japan (Kabushikki Kaisha), which will be a wholly owned subsidiary of Spansion LLC. The Debtors relate that Spansion KK will not be or become a debtor in the Chapter 11 cases. The Debtors also seek authorization to transfer to Spansion KK up to $8.4 million for initial start-up costs and operating expenses for the first two months of operations. Spansion Japan Limited, a wholly-owned subsidiary of Debtors Spansion LLC, owns and operates two wafer manufacturing facilities in Aizu, Japan. Spansion LLC is a wholly-owned subsidiary of Debtor Spansion Inc. According to the Debtors, Spansion Japan has informed them that, after December 2, 2009, it would no longer provide wafers to the Debtors, which the Debtors use to create finished products to be sold to customers in Japan and elsewhere. Because the Debtors have been unable to resolve existing disputes with Spansion Japan, the Debtors' sales revenues in Japan are at risk. "It is critical for the Debtors to have a presence in Japan in order to continue selling their products to customers in Japan and the Far East and to provide customer support and customer relations services," says Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington, Delaware, counsel to the Debtors. In order to ensure that the Debtors can continue to produce sales in Japan and through it the Far East as a going concern, the Debtors wish to create Spansion KK as an organization under the laws of Japan and locate Spansion KK's headquarter facilities in Japan, she adds. As soon as Spansion KK is formed, Spansion LLC intends to begin selling its finished goods directly to Spansion KK, and Spansion KK will provide customer support and customer relations services. Spansion KK, in turn, plans to sell finished goods directly to distributors in Japan for distribution to end customers. According to the Debtors, this change in business structure will allow them to receive significant revenues from sales activities in Japan free of reliance upon Spansion Japan and the on-going disputes between the Debtors and Spansion Japan. Additionally, Spansion KK plans to purchase wafers from other suppliers, which it will then sell to Spansion LLC for use by the Debtors in the production of finished goods to be sold, through Spansion KK, to distributors and then to end users. Spansion KK will also conduct research and development activities. There are no current plans for Spansion KK to conduct manufacturing operations. Ms. Ross tells the Court that among the reasons to create a physical presence in Japan for the Debtors' business is that the Debtors seek to distinguish themselves from competitive technology companies by maintaining a significant sales presence in Japan. Spansion KK will hire local employees and will provide local support to distributors as well as to end customers in Japan. Ms. Ross further relates that another reason to establish Spansion KK in Japan is tax-related. Spansion KK will be formed as a Kabushikki Kaisha, a Japanese corporation form. The Debtors estimate that Spansion KK will require approximately $5.3 million for initial start-up costs to hire local employees, pay legal expenses to create the new entity and acquire operating assets and employees, pay travel expenses, lease space and construct leasehold improvements, make other capital expenditures and create a technology infrastructure that is compatible with the Debtors' network. The Debtors expect Spansion KK will require an additional approximately $3.1 million for operating costs for the first two months of operations, including lease payments and utilities, research and development costs, and sales and general administration, payroll and overhead. "Forming, capitalizing and funding Spansion KK will provide significant value to the Debtors' estates by preserving the revenue stream to the Debtors from sales in Japan and the Far East," Ms. Ross asserts. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPARTA HOMES: Files for Chapter 11 Bankruptcy to Avert Foreclosure ------------------------------------------------------------------ Chattanooga Times Free Press says Sparta Homes filed for bankruptcy to block a foreclosure attempt of First Tennesse Bank to the company's property at Dogwood Groove off Shackle Ridge Road. The company expects to continue to try to sell lost in the meantime, source says. Sparta Homes is a real estate developer. SPRINT NEXTEL: Completes Acquisition of iPCS Inc. ------------------------------------------------- Sprint Nextel Corporation on December 4 said it has successfully completed its acquisition of iPCS, Inc. Under the terms of the transaction, announced in October, Sprint Nextel acquired iPCS for approximately $831 million, including the assumption of $405 million of net debt. Sprint Nextel acquired all of iPCS's outstanding common shares for $24.00 per share in an all-cash transaction. As a result of the completion of the merger, iPCS is now a wholly- owned subsidiary of Sprint Nextel. iPCS shares ceased trading on NASDAQ as of the closing of the market Friday and will be delisted. The completion of this acquisition also allows Sprint Nextel and iPCS to resolve all the litigation pending between them. More than 700,000 former iPCS wireless customers will now be counted as direct Sprint Nextel subscribers. As part of the acquisition, Sprint also expanded its direct service territory to cover an additional 12.6 million people. Since iPCS's services were sold under the Sprint brand name and in Sprint-branded stores, iPCS customers should not experience any change in their service as a result of this transaction. On November 25, 2009, pursuant to the Agreement and Plan of Merger, dated as of October 18, by and among Sprint Nextel Corporation, Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel completed a cash tender offer to acquire all of the outstanding shares of common stock, par value $0.01 per share, of iPCS at a price of $24.00 per share, net to the holder in cash, without interest and less any required withholding taxes. At the expiration of the Tender Offer, a total of 11.594 million shares of iPCS Common Stock were validly tendered and not withdrawn, including shares validly tendered by notice of guaranteed delivery, representing 70% of the outstanding shares of iPCS Common Stock as of the expiration of the Tender Offer. On November 27, 2009, Sprint Nextel, through the Offeror, accepted such tendered shares for payment and exercised its option pursuant to the Merger Agreement to purchase newly-issued shares of iPCS Common Stock at a price of $24.00 per share to increase its ownership percentage of the outstanding shares of iPCS Common Stock to over 90%. The purchase of the Top-Up Shares was completed December 4, 2009. No vote or meeting of the stockholders of iPCS to approve the Merger was required. 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. 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. STERLING MINING: Files Ch 11 Plan; Jan 5 Confirmation Hearing Set ----------------------------------------------------------------- On December 2, 2009, Sterling Mining Company filed a plan of reorganization and a disclosure statement in support of the plan with the U.S. Bankruptcy Court for the District of Idaho. The hearing to consider confirmation of the Plan has been scheduled for January 5, 2010. Pursuant to the plan terms, general unsecured claims, estimated to be in the amount of $6,000,000 to $9,500,000, will receive a dividend in the estimated amount of $500,000, which will be distributed pro rata to the allowed claimants and the recovery of any litigation. The Debtor reserves the right to revise the treatment of general unsecured claims for increases in amount, including but not limited to making payments to this class over time. It is anticipated that the unsecured general claimants will not be paid in full. Equity security holders in common stock, stock warrants, or other claimed equity interests of Sterling Mining Company will receive nothing and all common stock, or other claimed equity interests, will be cancelled. The secured claim of Minco Silver Corporation in the amount of $6,317,531 will be paid in full on or before the effective date of the Plan or, if Minco is the successful bidder, its claim will be allowed in full as a credit bid towards the puchase of common stock in Sterling Mining Company. Private Capital Group's secured claim of $2,093,544.91 will be paid in full. No default interest or late fees will accrue or be paid post-petition. The Debtor will sell all of its remaining authorized, but un- issued, common stock in Sterling Mining Company to fund the Plan. As of the date of the filing of the Plan, the Debtor has a minimum bid for said common stock in the amount of $11,750,000, submitted by Canadian mineral exploration company Alberta Star Development Corp., and an overbid in the amount of $12,500,000, submitted by Minco Silver Corporation. Pursuant to the bid procedures, interested bidders may submit a bid, or the minimum bidder or overbidder may submit additional bids. An auction of the common stock will be conducted on February 1, 2010. On the confirmation date, the Bankruptcy Court will confirm the sale of said common stock and confirm the Chapter 11 Plan. A full-text copy of the Plan is available for free at: http://researcharchives.com/t/s?4b44 About Sterling Mining Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral resource development and exploration company. The company has a long term lease on the Sunshine Mine in North Idaho's Coeur d'Alene Mining District. The Sunshine Mine is comprised of 5,930 patented and unpatented acres, and historically produced over 360 million ounces of silver from 1884 until its closure in early 2001. Sterling Mining leased the Sunshine Mine in June 2003, along with a mill, extensive mining infrastructure and equipment, a large land package, and a database encompassing a long history of exploration, development and production. As of September 30, 2008, Sterling Mining had $31.9 million in total assets, and $13.2 million in total current liabilities and $1.6 million in total long-term liabilities. In its schedules, the Debtor listed total assets of $11,706,761 and total debts of $14,159,010. Sterling Mining filed for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered represents the Debtor as counsel. STEPHEN BISHOP: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Stephen C. Bishop Cynthia D. Bishop 11918 Sandy Hill Court Spotsylvania, VA 22553-3669 Bankruptcy Case No.: 09-37958 Chapter 11 Petition Date: December 4, 2009 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: Robert Easterling, Esq. 2217 Princess Anne St., Ste. 100-2 Frederickburg, VA 22401 Tel: (540) 373-5030 Email: eastlaw@easterlinglaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vaeb09-37958.pdf The petition was signed by the Joint Debtors. STINSON PETROLEUM: Wants Ch. 11 Plan Filing Extended Until March 1 ------------------------------------------------------------------ Stinson Petroleum Company, Inc. asks the U.S. Bankruptcy Court for the Southern District of Mississippi to extend until March 1, 2010, its exclusive period to file a Chapter 11 Plan and Disclosure Statement. The Debtor relates that it has engaged in negotiations with various creditors in relation to the Plan and was unable to finalize its proposed Plan within the prescribed period. The Debtor also asks a 60-day extension to obtain Plan confirmation. Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09- 51663). The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. Harris Jernigan & Geno, PPLC, represents the Debtor in its restructuring efforts. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. STOCK BUILDING: To Auction Commerce Park Property on December 15 ---------------------------------------------------------------- Gwenn Garland, staff writer at Delmarva Media Group, says Stock Building Supply Holdings LLC's 9.02-acre lot in the Westwood Commerce Park -- locations in North Carolina, South Carolina and Georgia -- will be auctioned on Dec. 15, 2009, to be conducted by Express Auctioneers of Baltimore. Ms. Garland adds the company's properties in Florida, Texas, Minnesota, Wisconsin, Penn-sylvania, Michigan, Utah, Idaho, California and Wyoming will be auctioned in mid-January. Raleigh, North Carolina-based Stock Building Supply -- http://www.stockbuildingsupply.com/-- is a leading supplier of building materials to professional home builders and contractors in the United States. Stock operates out of 19 markets including Washington, DC; Paradise, PA; Richmond, VA; Raleigh-Durham, Charlotte and Winston-Salem/Greensboro, NC; Greenville and Columbia, SC; Atlanta, GA; Austin, Amarillo, Houston, Lubbock and San Antonio, TX; Albuquerque, NM; Salt Lake City and Southern UT; Spokane/Northern Idaho; and Los Angeles, CA. The Company and 25 of its affiliates filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11554). Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor, represent the Debtors in their restructuring efforts. The Debtors selected FTI Consulting as restructuring consultant. When the Debtors' sought for protection from their creditors, they listed assets between $50 million and $100 million, and debts between $10 million and $50 million. Stock Building Supply completed its financial restructuring and emerged from Chapter 11. The Company's Plan of Reorganization was confirmed by the United States Bankruptcy Court for the District of Delaware on June 15, 2009. STRIKEFORCE TECHNOLOGIES: Reports $552,158 Net Loss for Q3 2009 --------------------------------------------------------------- StrikeForce Technologies, Inc., reported a net loss of $552,158 for the three months ended September 30, 2009, from a net loss of $803,578 for the year ago period. StrikeForce Technologies reported a net loss of $1,515,533 for the nine months ended September 30, 2009, from a net loss of $1,201,818 for the year ago period. Revenues were $188,505 for the three months ended September 30, 2009, from $96,009 for the year ago period. Revenues were $335,738 for the nine months ended September 30, 2009, from $211,254 for the year ago period. At September 30, 2009, the Company had total assets of $1,415,410 against total liabilities of $9,412,040, resulting in stockholders' deficit of $7,996,630. The Company had an accumulated deficit of $19,436,016 and a working capital deficiency of $5,759,608 at September 30, 2009, and had a net loss and cash used in operations of $1,515,533 and $595,774 for the nine months ended September 30, 2009, respectively. Currently, the Company is attempting to generate sufficient revenues and improve gross margins by implementing a revised sales strategy that was implemented in the second quarter 2009. In principle, the Company is redirecting its sales focus from direct sales to domestic and international channel sales, where the Company is primarily selling through a channel of Distributors, Value Added Resellers, Strategic Partners and Original Equipment Manufacturers. The revenues from this approach are more lucrative than selling direct, due to the increase in sales volume of GuardedID(R) and ProtectID(R) through the channel partners. This strategy, if successful, should increase the Company's sales and revenues allowing us to mitigate future losses. In addition, management has raised funds through convertible debt instruments and the sale of equity to alleviate the working capital deficiency. Through the utilization of the capital markets, the Company is seeking to locate the additional funding necessary to continue to expand and enhance its growth; however, there can be no assurance the Company will be able to increase revenues or raise additional capital. The Company is currently in negotiations with other investors, but the success of such negotiations cannot be assured. In the third quarter 2009, the Company executed contracts with two international clients for its ProtectID(R) and GuardedID(R) products, respectively. The Company believes these contracts will provide a continual steady increase to its revenues. Until the Company increases its customer base and realizes the increased revenues from the recently signed contracts, the Company is assuming it will continue as a going concern. Management expects cash flows from operating activities to improve by the second quarter of 2010, primarily as a result of certain contracts, however no assurance can be given that such contracts will materialize in revenue sufficient to meet operating expenses and fund future operations. If it fails to generate positive cash flows or obtain additional financing when required, it may have to modify, delay or abandon some or all of its business and expansion plans. StrikeForce Technical Services Corporation is a software development and services company. The Company owns the exclusive right to license and develop various identification protection software products that were developed to protect computer networks from unauthorized access and to protect network owners and users from identity theft. The Company has developed a suite of products based upon the licenses and the Company is seeking to commercially exploit the products in the areas of financial services, eCommerce, corporate, government and consumer sectors. The Company's operations are based in Edison, New Jersey. SUN COUNTRY: Plan Filing Extended to Feb. 2010; Buyer Shows Up -------------------------------------------------------------- Liz Fedor at Star Tribune in Minnesota reports U.S. Bankruptcy Judge Robert Kressel on Wednesday signed an order extending Sun Country Airlines' exclusive period to file a reorganization plan through February 5, 2010. Ms. Fedor also relates Michael Meyer, Esq., Sun Country's lawyer, said a potential buyer has emerged for Sun Country Airlines, but a specific bid hasn't been made. The report notes Sun Country disclosed in a court filing it received "a letter of interest from a qualified prospective buyer indicating a price which may be of interest." Mr. Meyer declined to name the interested party on Thursday, but said he anticipates it will enter a period of due diligence and fully evaluate the company before it would make a firm offer. According to Star Tribune, Sun Country told the Bankruptcy Court in late November it had negotiated a proposed reorganization plan with the creditors committee and others, in which its major creditors would become shareholders. But the airline said in its court filing that it would be "premature" to take that path because a strong bid could be made by the prospective buyer, the report relates. The report notes that with the support of the creditors committee, Sun Country has been working with investment banker Raymond James to solicit bids for the low-fare carrier. About Sun Country Based in St. Paul, Minnesota, MN Airlines, LLC, d.b.a. Sun Country Airlines -- http://www.SunCountry.com/-- has earned a reputation for offering world class service at an affordable price, was recently named in the "Top Ten Domestic Airlines" by Travel+Leisure and Cond, Nast Traveler for the third year in a row. The airline flies to popular destinations in the U.S., Mexico and the Caribbean. Sun Country Airlines and its debtor-affiliates Petters Aviation LLC and MN Airline Holdings Inc. filed separate petitions for Chapter 11 relief on Oct. 6, 2008 (Bankr. D. Minn. Lead Case No. 08-45136). Brian F. Leonard, Esq., Matthew R. Burton, Esq., at Leonard O'Brien et al., represented the Debtors as counsel. When Petters Aviation LLC filed for protection from its creditors, it listed assets of $50 million and $100 million, and the same range of debts. TASC INC: S&P Assigns Corporate Credit Rating at 'B+' ----------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Chantilly, Virginia-based TASC Inc. The outlook is stable. S&P also assigned 'BB' issue-level and '1' recovery ratings to TASC's proposed $690 million senior secured credit facilities. The '1' recovery rating indicates S&P's expectations for very high (90%-100%) recovery in the event of payment default. The proposed senior secured credit facilities consist of a $100 million revolving credit facility due 2014, a $200 million term loan A due 2014, and a $390 million term loan B due 2015. Proceeds would be used to partially fund the purchase of TASC from Northrop Grumman (BBB+/stable/--) Ratings are based on preliminary documentation and are subject to the proposed transaction closing and review of final documents. Pro forma for the transaction, TASC would have $900 million in outstanding debt (including a $310 million of privately placed unsecured notes, which S&P does not rate). "The ratings on TASC reflect potential revenue and profitability pressure due an evolving competitive landscape for government contractors," said Standard & Poor's credit analyst Susan Madison, "and risks related to the company's transition to a stand-alone company." Its highly leveraged financial profile is another factor. TASC's long-standing customer relationship with key intelligence and defense organizations within the U.S. government, long-term contracts, consistent profitability and good cash flow characteristics are partly offsetting factors. TECHNIPOWER SYSTEMS: Chapter 11 Petition Filed ---------------------------------------------- BankruptcyData reports that Technipower Systems filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Connecticut, case number 09-52444. The Company is represented by James Berman of Zeisler & Zeisler. U.S. Bankruptcy Judge Alan H. W. Shiff also filed a notice of deficiency and notice of hearing. The notice states, "...you may not be entitled to bankruptcy protection because you filed your bankruptcy petition without a certificate from an approved nonprofit credit counseling agency, or a statement that describes urgent and justifiable circumstances for your failure to file that certificate, or a request for a determination by the court you are unable to complete the credit counseling requirements because of incapacity, disability, or active military duty in a combat zone." Technipower Systems, Inc. (OTC:TECZ), formerly Solomon Technologies, Inc., through its Motive Power and Power Electronics divisions, develops, licenses, manufactures and sells precision electric power drive systems, including those utilizing its patented Electric Wheel, Electric Transaxle and hybrid and regenerative technologies, as well as direct current power supplies and power supply systems requiring high levels of reliability and ruggedness for defense, aerospace, marine, commercial, automotive, hybrid-electric and all-electric vehicle applications. TEKOIL & GAS: Wants Proposed Disclosure Statement Approved ---------------------------------------------------------- Tekoil & Gas Corporation and Tekoil and Gas Gulf Coast, LLC ask the U.S. Bankruptcy Court for the Southern District of Texas to approved the Proposed Disclosure Statement containing adequate information of their Plan of Reorganization. The Debtors also ask the Court to approve the date in relation to their Plan: Voting Deadline Feb. 4, 2010, at 5:00 p.m. Central Time Confirmation Hearing Feb. 11, 2010 Objections Deadline Feb. 4, 2010, at 5:00 p.m. Central Time According to the Disclosure Statement, the Plan provides that the cash proceeds of the sales of the Debtors' assets in the estates as of the effective date will be distributed to creditors. In addition, the Debtors will transfer all causes of action and certain other assets to a Creditor Trust created under the Plan, and the Creditor Trustee will make distributions from the net proceeds of prosecuting and liquidating the causes of action and other assets to holders of allowed general unsecured claims pursuant to the Plan. Treatment of Claims The Debtors intend to treat certain claims as: -- Holders of Class 1A (Other Priority Claims against Tekoil - $16,800) and Class 1B (Other Priority Claims against Gulf Coast - $15,918) will receive from the Debtor, in full satisfaction, settlement and release of and in exchange for the Allowed Other Priority Claim. -- Holders of the Allowed Chambers County Secured Tax Claims ($957,128) will receive from Gulf Coast, in full satisfaction, settlement, release and discharge of and in exchange for the Allowed Chambers County Secured Tax Claims, cash in the amount of $957,128; provided that if the amount is paid after Dec. 31, 2009, then the amount will bear simple interest at the rate of 12% per annum from Jan. 1, 2010 until paid in full. -- Holder of the Class 3A - Secured Tax Claims against Tekoil ($0) and Claims against Gulf Coast ($26,800) will receive from the Debtor, in full satisfaction, settlement, release and discharge of and in exchange for the Allowed Claim. -- Holders of Class 4A - J. Aron Secured Claim against Tekoil ($43,715,427) will receive a cash payment in the amount of $10 from Tekoil, in full satisfaction, settlement, compromise, release and discharge of and in exchange for the Allowed Class 4A J. Aron Secured Claim against Tekoil and all Liens in the Collateral securing the Claim. -- Holders of Class 4B - J. Aron Secured Claim against Gulf Coast ($43,715,427) will be entitled to receive from Gulf Coast, in full satisfaction, settlement, compromise, release and discharge of and in exchange for the Allowed Class 4B J. -- Class 5A - Other Secured Claims against Tekoil will contain separate subclasses for each other. The Class 5A Claims of each Holder Secured Claim will be treated in a separate subclass, as: -- Classes 5A.1 and 5A.2: Exterran Energy Solutions, L.P. and J-W Power Company -- will be disallowed or withdrawn. Class 5A.2: J-W Power Co. - zero will retain its Lien in the collateral that secures the claims. -- Holder of Class 6A - General Unsecured Claims against Tekoil($42,048,876) and Class 6B - General Unsecured Claims against Gulf Coast($33,851,97911) will receive from the Creditor Trust in full satisfaction, release and discharge of and in exchange for the Claim, a Pro Rata share of the distributions available for Class 6 Creditors from the Creditor Trust. -- Class 11 - Interests in Gulf Coast will be canceled and extinguished, and the Holders of the interests will not receive or retain any property on account of the interests. Means of Implementation of the Plan 1. Vesting of Assets - the property and assets of each Debtor's estate will revest in the respective Debtor on the effective date free and clear of all claims and interests, but subject to the obligations of the Debtors. Commencing on the effective date, the Debtors may deal with their assets and property and conduct their businesses without any supervision by, or permission from, the Bankruptcy Court or the Office of the U.S. Trustee, and free of any restriction imposed on the Debtors by the Bankruptcy Code or by the Bankruptcy Court during the bankruptcy cases. 2. Sources for Plan Distributions and Operations of Creditor Trust - all cash necessary for payment of Allowed Claims to be paid in cash by the Debtors under the Plan will be obtained from the Debtors' cash on hand as of the effective date, and all other cash received by the Debtors from any source after the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Tekoil&Gas_DS.pdf A full-text copy of the Plan of Reorganization is available for free at http://bankrupt.com/misc/Tekoil&Gas_AmendedPlan.pdf Based in Houston, Tekoil & Gas Corporation and its subsidiaries -- http://www.tekoil.com/-- own interests in four oil and gas properties, including the Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar fields located in Galveston Bay, Texas. The company was incorporated in Florida in 2004. Edward L. Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the Debtors as counsel. David Ronald Jones, Esq., John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter & Hedges, LLP, represent the Official Committee of Unsecured Creditors of Tekoil & Gas Corp. as counsel. When Tekoil & Gas Corp. filed for protection from its creditors, it listed assets of $10 million to $50 million, and liabilities of $10 million to $50 million. Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an acquisition subsidiary of Tekoil & Gas Corp. Tekoil & Gas Corporation filed for Chapter 11 protection on June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270). Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-80405). Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil and Gas Gulf Coast as counsel. On October 1, 2008, the Court ordered the joint administration of the Debtors' bankruptcy cases. TH PROPERTIES: Court Pushes Lift Stay Hearing to December 10 ------------------------------------------------------------ David Hare at The Mercury relates a federal judge said the hearing to consider whether Bank of America should granted a lift stay against TH Properties to recover more than $40 million in loans was continued until Dec. 10, 2009, because the company and bank are now in talks. Philadelphia-based T.H. Properties, L.P., has 12 working developments in Pennsylvania and New Jersey. Timothy Hendricks and his brother Todd started the firm in 1992. T.H. Properties and its affiliates filed for Chapter 11 bankruptcy protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201). Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads LLP represent the Debtors in their restructuring efforts. The Debtors listed assets between $100 million and $500,000,000, and debts between $10 million and $50 million. TRANSAX INT'L: Ticker Symbol Changed From "TNSX" to "TNSXE" ----------------------------------------------------------- Transax International Limited reports that on November 27, 2009, the Company's ticker symbol was changed from TNSX to TNSXE. Transax has received notice from the Financial Industry Regulatory Authority that its common stock will be removed from trading on the Over the Counter Bulletin Board at the opening of trade on December 3, 2009. The Company was informed that pursuant to FINRA Rule 6350(e), the Company had been delinquent in its reporting obligations for a third time in 24 months, and therefore would be removed from the OTCBB at the open of trade on December 3, 2009. The Company was delinquent in its third quarter 2009 financials (Form 10Q) which was due by 5.30pm EST on November 23, 2009. The Company's filing was accepted by the SEC on November 24, 2009. Although, the Company is not delinquent in any of its filings, it remains subject to FINRA Rule 6530. The Company was also notified that it was given up to 4.00pm EST on December 1, 2009, to appeal the FINRA decision. Based on a number of factors and the experience of many other companies in a similar situation, the Company has not appealed the decision of FINRA. Accordingly the Company's securities will be removed from the OTCBB at the open of trade on December 3, 2009. The Company stock will continue to be traded on the Over the Counter Pink Sheet Market and the Company's ticker symbol will have the appended "E" removed. Prior to this event the Company was duly listed on both the OTCBB and Pink Sheets. The Company intends to remain fully reporting in accordance with the requirements of the United States Securities & Exchange Commission with the intention to reapply to be traded on the OTCBB in one year time in accordance with FINRA rules. Company management believes that the removal from the OTCBB may not significantly affect the trading price of the stock, and possibly could be favorable in that it is very difficult to effect short sales of stock on OTC quoted securities. Management believes the result may be that the OTC trading will show more accurately the real buying and selling transactions, The Company plans to issue further updates as this situation progresses in conjunction with the potential sale of its operating subsidiary. Going Concern Since inception, the Company has incurred cumulative net losses of $16,350,071, and has a stockholders' deficit of $6,298,104 and a working capital deficit of $6,837,573 at September 30, 2009. Since inception, the Company has funded operations through short- term borrowings and the proceeds from equity sales to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to increase revenues and reduce expenses. Management believes that sufficient funding will be available from additional related party borrowings and private placements to meet its business objectives, including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its software products and distribution networks. Further, since fiscal 2000, the Company has been deficient in the payment of Brazilian payroll taxes and Social Security taxes. At September 30, 2009 and December 31, 2008, the deficiencies (including interest and penalties) amounted to $2,588,000 and $1,180,000, respectively. This payroll liability is included as part of the accounts payable and accrued expenses (short-term and long-term) within the consolidated balance sheets. On March 26, 2008, the Company executed a stock purchase and option agreement with Engetech, Inc., a Turks & Caicos corporation controlled and owned 20% by Americo de Castro, director and President of Medlink Conectividade, and 80% by Flavio Gonzalez Duarte or assignees. In accordance with the terms and provisions of the Agreement, the Company sold to the Buyer 45% of the total issued and outstanding stock of its wholly owned subsidiary, Transax Limited, which owns 100% of the total issued and outstanding shares of (i) Medlink Conectividade, and (ii) Medlink Technologies, Inc., a Mauritius corporation. The Buyer had an option to acquire the remaining 55%. However, the Buyer has defaulted on payments and the Company is renegotiating with the Buyer and its assignee to restructure the contract. At September 30, 2009, the Company cannot determine the outcome of these negotiations. If the negotiations are successful, the Company may sell the remaining 55% of its operating subsidiary, at which point the Company will have no continuing operations. As a result, there exists substantial doubt about the Company's ability to continue as a going concern. About Transax International Transax International Limited, primarily through its 55% owned subsidiary, Medlink Conectividade em Saude Ltda, is an international provider of information network solutions specifically designed for healthcare providers and health insurance companies. The Company's MedLink Solution enables the real time automation of routine patient eligibility, verification, authorizations, claims processing and payment functions. The Company has offices located in Plantation, Florida and Rio de Janeiro, Brazil. The Company currently trades on the OTC Bulletin Board under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges under the symbol "TX6". At September 30, 2009, the Company had $1,675,224 in total assets against $7,973,328 in total liabilities, resulting in $6,298,104 stockholders' deficit. TRONOX INC: Equity Panel Withdraws Exclusivity Termination Plea --------------------------------------------------------------- The Official Committee of Equity Security Holders withdrew, without prejudice, its request to terminate Tronox Inc.'s exclusive period to propose a Chapter 11 plan of reorganization. Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, relates that the Equity Committee filed the Exclusivity Termination Motion to pursue its own plan of reorganization. The Equity Committee says it remains committed to pursuing this plan as a workable sale alternative to maximize and preserve estate value for the benefit of all stakeholders. Ms. Dine relates that following the filing of the Exclusivity Termination Motion, the Debtors have indicated a willingness to coordinate with the Equity Committee to discuss the Equity Committee's Plan Term Sheet and other proposals and alternatives for a stand-alone reorganization of the Debtors. The Equity Committee has maintained throughout the Chapter 11 cases that a consensual plan of reorganization is in the best interests of all the stakeholders and is the right and natural outcome for the Debtors' fundamentally healthy and profitable operations, Ms. Dine tells the Court. In withdrawing its termination motion, the Equity Committee encourages all parties to focus more productively on the plan process and to work together to formulate a confirmable plan of reorganization that preserves and maximizes the value of these estates for the benefit of all constituencies. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Huntsman-Led Auction Moved to December 21 ----------------------------------------------------- Judge Allan S. Gropper moved the auction of Tronox Inc.'s assets to December 21, 2009, at 10:00 a.m. (ET). Tronox Incorporated has entered into a "stalking horse" asset and equity purchase agreement with Huntsman Pigments LLC, Huntsman Australia R&D Company Pty Ltd. and Huntsman Corporation, under which Tronox will sell substantially all of its assets relating to its titanium dioxide and electrolytics business for $415 million, absent higher and better bids for those assets. Huntsman will be the stalking horse bidder at the auction. Competing bids are due December 1. Tronox will present to the Bankruptcy Court the results of the Dec. 8 auction at a hearing on December 10. Huntsman will receive a $12.5 million break-up fee and up to $3 million in expense reimbursement if Tronox pursues another transaction. Tronox Inc. has negotiating a clause in the sale agreement with Huntsman Corp. that allows it to cancel the deal if it can get higher returns for creditors by pursuing a reorganization plan. Judge Gropper will convene a hearing on the following day, December 22, to consider approval of the asset sale to Huntsman or to the winning bidder. The sale objection deadline is extended to December 15 solely with respect to those parties to whom Tronox Inc. previously granted an extension to the sale objection deadline. Huntsman -- http://www.huntsman.com/-- is a global manufacturer and marketer of differentiated chemicals. It intends to purchase Tronox's: * titanium dioxide facilities in The Netherlands and the United States, excluding the facility in Savannah, Georgia; * a 50% joint venture interest in another titanium dioxide facility in Australia and associated mining and other operations; and * electrolytic production facilities in the United States. Various parties filed objections or responses to the sale to Huntsman. Hidalgo County, La Joya Independent School District, City of Pharr, San Jacinto County and Fort Worth Independent School District object to the Debtors' request to sell their assets to Huntsman Corporation to the extent that the Motion seeks to sell the real and business personal property encumbered by the agencies' secured tax liens free and clear of their 2009 ad valorem tax liens. LaGrange Capital Partners, LP and LaGrange Capital Partners Offshore Fund, Ltd., relates that they do not object to the Sale provided some further protocol or mechanism is imposed to ensure the preservation, maintenance, protection and availability of the Debtors' books, records and other documents, in whatever form, including native form, that may be relevant to the claims asserted in the Securities Litigation and that the protocol be available to Lead Plaintiffs and other parties-in-interest in the proceedings. Other parties-in-interest object to the Debtors' proposed assumption of executory contracts and unexpired leases and assignment of those leases and contracts to Huntsman Pigments LLC and Huntsman Australia R&D Company Pty Ltd. or any other Successful Bidder upon the closing of the Sale of the Debtors' assets. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Wants Exclusivity Extension as Outcome Still "Unknown" ------------------------------------------------------------------ Tronox Incorporated and its debtor-affiliates ask Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive period to file a plan of reorganization through March 15, 2010, and their exclusive period to solicit acceptances of that plan through May 15, 2010. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, relates that during the Second Exclusivity Period, the Debtors worked diligently to create alternatives to the bid submitted by Huntsman Pigments LLC and Huntsman Australia R&D Company Pty Ltd. not only by locating committed buyers to compete with Huntsman at the auction, but also by pursuing a standalone reorganization as an alternative to the sale. The Debtors have made significant progress in this endeavor, Mr. Henes says. However, as the Court recently noted, the Debtors' Chapter 11 cases have not yet reached a crossroads. Thus, Mr. Henese says, while the positive developments in the business and the Debtors' good faith effort and significant progress indicate that the looming decision between a sale and reorganization will be "difficult, but in the long run to everyone's advantage," the outcome of the Chapter 11 cases remains unknown. He avers that the Debtors should be permitted additional time to build upon their good faith, dedicated efforts to maximize value and bring its dual path process to a successful conclusion. Mr. Henes adds that the Debtors' continuing good faith efforts to engage with their stakeholders were recently affirmed by a notable development -- on November 22, 2009, the Official Committee of Equity Security Holders withdrew its motion to terminate the Exclusive Periods, citing its desire "to work constructively with [the Debtors]." Accordingly, Mr. Henes avers, the Debtors' pursuit of a possible reorganization in the context of their dual path process is not opposed by any key constituency. For these reasons, the Debtors submit that the requested extension of the Exclusive Periods is warranted and is not intended to pressure stakeholders. The Court will convene a hearing on December 10, 2009, at 11:00 a.m. (Eastern Time) to consider approval of the request. Objections are due on December 7, 2009, at 4:00 p.m. (Eastern Time). About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: Noteholders Balk At Beal Plan -------------------------------------------------- Law360 reports that a committee of Trump Entertainment Resorts Inc. noteholders has lashed out at former Donald Trump ally Beal Bank's pursuit of an independent bid to purchase three Trump Entertainment casinos in Chapter 11 bankruptcy protection and cut down the normal time frame to file objections to its plan. As reported by the TCR on Nov. 27, 2009, secured creditor Beal Bank -- which was previously working with shareholder Donald Trump and management of Trump Entertainment Resorts 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. Beal Bank was told by the bankruptcy judge at a hearing December 3 that if it filed a competing plan the next day, the court would hold another hearing Dec. 14 for approval of the disclosure statement explaining Beal's plan. Bankruptcy Court Judge Judith H. Wizmur previously 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 in November that he and his daughter would support a competing plan from noteholders. 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. TSG INC: Asks for Court OK to Access Cash Collateral ---------------------------------------------------- TSG Incorporated seeks authority from the Hon. Stephen Raslavich of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use the cash collateral on an interim basis securing their obligation to their prepetition lenders. The Debtor owes PNC Bank, National Association, a total amount of $4.9 million under three separate loans: (i) a term loan in the original principal face amount of $6.5 million, of which approximately $2.3 million is outstanding (the "Term Loan"), (ii) a line of credit in the original principal face amount of $2 million, of which approximately $1.745 million is outstanding (the "Line of Credit"); and (iii) a line of credit (that was subsequently converted into a term loan) in the original principal face amount of $1.5 million, of which approximately $895,000 is outstanding (the "Converted Line of Credit"). Michael J. Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/TSG_budget.pdf The Debtor asks that (a) should it not use the projected levels of the Cash Collateral budgeted for expenses within a particular week, such unused amounts be deferred for later use, and (b) the Debtor be permitted to exceed budgeted expenses in an amount not to exceed 5% of total expenses (which variance will not affect PNC's level of adequate protection). In exchange for using the cash collateral, the Debtor proposes to grant PNC replacements liens. The Debtor will make periodic cash payments to PNC. The prepetition lender is represented by Matthew G. Summers, Esq., at Ballard Spahr LLP. North Wales, Pennsylvania-based TSG Incorporated operates a real estate business. Founded in 1901 under the name of Levy's International Water Shrinking and Drying Company, the Debtor has operated as a privately held, family owned business for over 108 years. Locally headquartered in North Wales, Pennsylvania, the Debtor is in the business of fabric finishing, coating and embossing. TSG -- which is an acronym for "The Synthetics Group" -- is one of the largest commission finishers in the United States. The Company filed for Chapter 11 bankruptcy protection on November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124). Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. TSG INC: Sec. 341 Creditors Meeting Set for January 7 ----------------------------------------------------- U.S. Trustee for Region 3 will convene a meeting of TSG Incorporated's creditors on January 7, 2010, at 3:00 p.m. at Office of the U.S. Trustee, Meeting Room, Suite 501, 833 Chestnut Street, Philadelphia, PA 19107. 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. North Wales, Pennsylvania-based TSG Incorporated operates a real estate business. Founded in 1901 under the name of Levy's International Water Shrinking and Drying Company, the Debtor has operated as a privately held, family owned business for over 108 years. Locally headquartered in North Wales, Pennsylvania, the Debtor is in the business of fabric finishing, coating and embossing. TSG -- which is an acronym for "The Synthetics Group" -- is one of the largest commission finishers in the United States. The Company filed for Chapter 11 bankruptcy protection on November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124). Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. TSG INC: Taps Benesch Friedlander as Bankruptcy Counsel ------------------------------------------------------- TSG Incorporated has sought the permission of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Benesch, Friedlander, Coplan & Aronoff LLP as bankruptcy counsel, nunc pro tunc to November 29, 2009. Michael J. Barrie, a partner at Benesch Friedlander, says that the firm will, among other things: a. attend meetings and negotiating with representatives of creditors and other parties in interest; b. prepare on behalf of the Debtor the necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing financial and other reports to be filed with the Court; c. advise and assist the Debtor in the negotiation and documentation of the refinancing or sale of its assets, debt and lease restructuring, executory contract and unexpired lease assumptions, assignments or rejections, and related transactions; and d. advise the Debtor in the formulation, negotiation, and confirmation of a plan or plans of reorganization and related documents. According to Mr. Barrie, Benesch Friedlander will be paid based on the hourly rates of its professionals: Professional Hourly Rate ------------ ----------- Raymond H. Lemisch, Partner $595 Michael J. Barrie, Partner $395 Jennifer R. Hoover, Associate $360 Kari B. Coniglio, Associate $260 Jennifer E. Smith, Associate $240 Lisa Behra, Paralegal $190 Elizabeth Hein, Paralegal $230 Mr. Barrie assures the Court that Benesch Friedlander is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. North Wales, Pennsylvania-based TSG Incorporated operates a real estate business. Founded in 1901 under the name of Levy's International Water Shrinking and Drying Company, the Debtor has operated as a privately held, family owned business for over 108 years. Locally headquartered in North Wales, Pennsylvania, the Debtor is in the business of fabric finishing, coating and embossing. TSG -- which is an acronym for "The Synthetics Group" -- is one of the largest commission finishers in the United States. The Company filed for Chapter 11 bankruptcy protection on November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124). Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. UAL CORP: Has Separation & Release Deal with Former Exec Lovejoy ---------------------------------------------------------------- Paul R. Lovejoy resigned as Senior Vice President, General Counsel and Secretary of UAL Corporation and United Air Lines, Inc., effective November 1, 2009. On December 2, 2009, the Human Resources Subcommittee of the UAL Board approved the terms of a separation agreement with Mr. Lovejoy, and an agreement was entered into by the parties on that date. Pursuant to the terms of the agreement, Mr. Lovejoy will receive certain benefits, including cash payments equal to 12 months of his base salary plus his target annual incentive amount (60% of base salary). These payments will be made semimonthly until October 31, 2010. Mr. Lovejoy will also be paid for his unused vacation for 2009 and his accrued vacation for 2010. Consistent with the terms of the UAL Corporation 2006 Management Equity Incentive Plan and 2008 Incentive Compensation Plan, Mr. Lovejoy will forfeit all unvested cash incentive and equity-based awards and will have until January 31, 2010 to exercise vested stock options. In addition, Mr. Lovejoy will receive outplacement consulting services and continuation of certain medical and life insurance benefits through October 31, 2010. Mr. Lovejoy will receive these benefits in consideration for agreeing to certain covenants in the agreement including non- competition, non-solicitation and confidentiality covenants for the benefit of the Company, as well as a general release of claims. Through October 31, 2010, Mr. Lovejoy has agreed to cooperate with the Company with respect to any matter relating to matters he was involved with while employed by the Company. 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. VISKASE COMPANIES: Moody's Upgrades Corp. Family Rating to 'B2' --------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of Viskase Companies, Inc., to B2 from Caa1 and revised the ratings outlook to stable from negative. Moody's also upgraded the speculative grade liquidity rating to SGL 2 from SGL 4 and assigned a B2 rating to the new $160 million senior secured notes due 2016. Other instrument ratings are detailed below. On December 4, 2009, Viskase launched the sale of $160 million of senior secured notes due in 2016. The proceeds from the transaction will be used to repay outstanding borrowings under the company's $25 million revolving facility (not rated by Moody's), redeem the outstanding 11.5% senior secured notes due 2011 and repay a capital lease obligation. The balance of the proceeds will be used for general corporate purposes and to pay transaction fees and expenses. The borrower will be Viskase Companies, Inc. The upgrade of the Corporate Family Rating and outlook reflects the significant improvement in the competitive environment, the company's success in its productivity initiatives and the improvement in credit metrics. The upgrade also reflects an anticipation of continued tight industry capacity and strong end user demand over the rating horizon, the improved liquidity resulting from the transaction, and the current level of cushion Viskase has within the rating category. Tight industry capacity has enabled several product price increases which have improved profitability and credit metrics. Profitability has been further bolstered by the company's productivity initiatives. Industry capacity is anticipated to remain tight and demand strong over the rating horizon. The ratings are constrained by the company's lack of scale, concentration of sales, and lack of long term contracts with customers. The rating also reflects the nascent competitive equilibrium, foreign currency exposure and primarily commoditized product line. The company's revenue base is small for the rating category and highly concentrated in one product line. Approximately 50% of sales are in foreign currencies while all debt is denominated in U.S dollars. While industry overcapacity has been eliminated and pricing power restored, the competitive equilibrium has only recently been established and does not yet have a long term track record. The upgrade of the speculative grade liquidity rating to SGL-2 from SGL-4 reflects the pro-forma full availability under the $25 million asset based revolver (not rated by Moody's) and relatively significant cash balance as well as an anticipation of adequate free cash flow. Moody's took these rating actions for Viskase Companies, Inc.: * Upgraded Corporate Family Rating to B2 from Caa1 * Upgraded Probability of Default Rating to B2 from Caa1 * Assigned $160 million senior secured notes due 2016 B2 (LGD 3 45%) * Upgraded $98 million 11.5% senior secured notes due 2011 to B2 (LGD 3 45%) from Caa1 (LGD 4, 54%) (to be withdrawn upon completion of the transaction) * Upgraded Speculative Grade Liquidity Rating to SGL-2 from SGL-4 The rating outlook is revised to stable from negative. The ratings are subject to receipt and review of the final documentation. Moody's last rating action on Viskase occurred on October 30, 2008, when Moody's revised outlook to negative and affirmed the company's Caa1 corporate family rating. Headquartered in Darien, Illinois, Viskase Companies, Inc., is a producer of cellulose, fibrous and plastic casings for hot dogs and sausages, lunch meats, hams and other processed meat and poultry products. Revenues for the twelve months ended September 30, 2009, were $291 million. VISKASE COS: S&P Raises Corporate Credit Rating to 'B-' ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Darien, Illinois-based Viskase Cos. Inc. to 'B-' from 'CCC+', and removed all ratings from CreditWatch with positive implications, where S&P had placed them on Nov. 17, 2009. The outlook is positive. At the same time, S&P assigned a 'B-' issue-level rating (the same as the corporate credit rating) to the company's proposed $160 million senior secured notes due 2017. S&P also assigned a '3' recovery rating to the notes, indicating S&P's expectation of meaningful (50%-70%) recovery in a default scenario. S&P is basing the ratings on preliminary terms and conditions. S&P's expectations of steady demand and limited excess capacity in cellulosic casings should sustain operating margins around the midteens level and generate positive operating cash flow over the coming year. However, risk remains that price competition could return, particularly in the noncellulosic markets. In addition, Viskase's limited free operating cash flow implies that it will not significantly reduce its debt burden in the near term. "We could raise the ratings if Viskase can sustain credit measures, and its liquidity improves with consistently positive free operating cash flows," said Standard & Poor's credit analyst Ket Gondha. "However, if operating results diminish or unexpected cash outlays deplete Viskase's liquidity, such that cash balances remain below $20 million, or if price competition erupts across the industry, S&P could revise the outlook to stable or lower the ratings." WHITE ENERGY: Denied Third Extension of Plan Exclusivity -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware declined to grant White Energy Inc. a third extension of its exclusive right to propose a Chapter 11 plan, Bill Rochelle at Bloomberg News reported. Bloomberg relates that before the Chapter 11 filing in May, the company negotiated a plan where secured lenders, owed more than $300 million, would receive substantially all of the new stock plus a new $150 million secured term loan. According to the report, the lenders objected to an extension of exclusivity, saying there was no need to further delay the filing of the plan and explanatory disclosure statement. About White Energy Headquartered in Dallas, Texas, White Energy, Inc. -- http://www.white-energy.com/-- owns three ethanol plants. White Energy's plants have a combined capacity of producing 240 million gallons of ethanol a year, making it one of the 10 largest ethanol producers in the U.S. and the second-largest gluten maker. Two plants are in Texas with the third in Kansas. White spent $323 million building the plants in Texas. The Company and its debtor-affiliates filed for Chapter 11 on May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601). Michael R. Lastowski, Esq., at Duane Morris LLP, represents the Debtors in their restructuring efforts. The Debtors tapped The Garden City Group Inc. as claims agent. On the petition date, White Energy disclosed assets and debts ranging from $100 million to $500 million. WORLDSPACE INC: Plan Exclusivity Extended Until January 31 ---------------------------------------------------------- According to Bill Rochelle at Bloomberg News, WorldSpace Inc. sought and obtained a third extension of the exclusive right to propose a Chapter 11 plan. WorldSpace's exclusive period now expires Jan. 31. Liberty Satellite Radio LLC is providing $4.3 million in financing while considering what WorldSpace called "a strategic transaction." Liberty purchased the existing debtor-in-possession loan in early September. An approved sale of the business to Yenura Pte was terminated following default by the buyer. WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-based radio and data broadcasting services to paying subscribers in 10 countries throughout Europe, India, the Middle East, and Africa. 1worldspace(TM) satellites cover two- thirds of the earth and enable the Company to offer a wide range of services for enterprises and governments globally, including distance learning, alert delivery, data delivery, and disaster readiness and response systems. 1worldspace(TM) is a pioneer of satellite-based digital radio services. The Debtors and their affiliates operate two geostationary satellites, AfriStar and Asia Star, which are in orbit over Africa and Asia. The Debtor and two of its affiliates filed for Chapter 11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case Nos. 08-12412 to 08-12414). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors as counsel. Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot Greenleaf, represent the Official Committee of Unsecured Creditors. When the Debtors filed for bankruptcy, they listed total assets of $307,382,000 and total debts of $2,122,904,000. W.R. GRACE: Bank Lenders Reiterate Arguments on Impairment Issues ----------------------------------------------------------------- The Official Committee of Unsecured Creditors and the Bank Lenders maintain that under the First Amended Joint Plan of Reorganization, W.R. Grace & Co.'s shareholders retain their interests. Therefore, senior classes, including general unsecured creditors like the Bank Lenders, must be paid in full, including postpetition interest, Lewis Kruger, Esq., at Stroock & Stroock & Lavan LLP, in New York, asserts. "[T]he law requires that the Bank Lenders' contractual rights be honored, absent 'compelling equitable considerations," Mr. Kruger explains, citing In re Dow Corning Corp., 456 F.3d 668, 679 (6th Cir. 2006). As previously reported, the Debtors, along with the Plan Proponents note that in any event, the Bank Lenders' allegations of the Debtors' unfair treatment of their Claims do not hold any merit, and that the Plan is confirmable. The Bank Lenders consist of (i) Anchorage Advisors, LLC; (ii) Babson Capital Management LLC; (iii) Bass Companies; (iv) Caspian Capital Advisors, LLC; (v) Catalyst Investment Management Co., LLC; (vi) Farallon Capital Management, L.L.C., (vii) Halcyon Asset Management LLC; (viii) Intermarket Corp.; (ix) JP Morgan Chase, N.A. Credit Trading Group; (x) Loeb Partners Corporation; (xi) MSD Capital, L.P.; (xii) Normandy Hill Capital, L.P.; (xiii) Onex Debt Opportunity Fund Ltd.; (xiv) P. Schoenfeld Asset Management, LLC; (xv) Restoration Capital Management, LLC; (xvi) Royal Bank of Scotland, PLC, and (xvii) Visium Asset Management LLC. Grace fails to point to any compelling equitable considerations in the record to justify not paying the Bank Lenders the default interest required by their contracts, Mr. Kruger tells Judge Fitzgerald. "A Plan that fails to comply with the bankruptcy laws cannot be 'perfect.' Indeed, absent payment of the default rate to the Bank Lenders, the Plan is not even confirmable," Mr. Kruger avers. Morgan Stanley Senior Funding, Inc., contends that in relation to issues hounding the Bank Lenders, the Debtors attempt to create unimpairement through a cash-out of unsecured Class 9 creditors, which fails to justify these "fundamental defects" of the Debtors' First Amended Chapter 11 Plan of Reorganization: (1) Morgan Stanley's claim remains unimpaired because interest at the rate provided in Morgan Stanley's Contract Rate with the Debtors will not be paid with respect of Morgan Stanley's allowed claim on the Effective Date of the Plan. (2) The Debtors cannot satisfy the cramdown standards under Section 1129(b) of the Bankruptcy Code, because the Plan violates the absolute priority rule by permitting equity holders to retain their valuable interests when (i) Class 9 has rejected the Plan, and (ii) holders of Class 9 Allowed Claims are not being paid in full. The Debtors have also previously argued that the Amended Plan will pay Morgan Stanley its allowed claim in full along with whatever rate of interest as the Court determines appropriate. The Bank Lenders argued that the Debtors defaulted on their obligations under the credit agreements and triggered the default rate of interest, but are improperly classifying the Bank Lender Claims as "unimpaired." According to Morgan Stanley's counsel, R. Craig Martin, Esq., at Edwards Angell Palmer & Dodge LLP, in Wilmington, Delaware, the Debtors take the plainly incorrect position that Section 502(b)(2) of the Bankruptcy Code bars the payment of postpetition interest under any circumstance. "Not only the Debtors warp Section 502(b)(2)'s purpose, but the argument is inconsistent with . . . Section 1129(a)(7)," Mr. Martin points out. The Debtors, Mr. Martin adds, also improperly seek to shift the burden of proof on the issue of solvency away from the Plan Proponents. "The simple reality is that the Debtors are solvent as of the Effective Date, and accordingly, they must pay the Morgan Stanley claim in full, plus interest at the Morgan Stanley Contract Rate," Mr. Martin tells the Court. Debtors Address Impairment Arguments The Debtors reiterate that the Creditors' Committee and the Lenders continue to ignore the fact that the "so-called defaults" were solely a function of Grace's bankruptcy filing, and then by failing to pay principal and interest under the Credit Agreements while the bankruptcy was pending. The Creditors' Committee and the Lenders have argued that they are "somehow impaired" because they will not receive postpetition interest until the Court resolves the demand for their demand for default interest on a final basis. However, the "impairment" referred to in the argument "is solely a function of the Bankruptcy Code and thus, does not qualify as impairment under Section 1124(1), the Debtors assert. In addition, Section 502(b) of the Bankruptcy Code specifically calls for the litigation of a claim before any liability can be imposed on the debtor, David M. Bernick, Esq., at Kirkland & Ellis LLP, in New York, explains. Moreover, under Section 1124(1) of the Bankruptcy Code, a claim is only impaired if there is some alteration of the "legal, equitable, and contractual rights to which such claim or interest entitles the holder of such claim or interest," which is questionable as it relates to the Bank Lenders. The Official Committee of Equity Security Holders and the Official Committee of Asbestos Personal Injury Claimants filed separate joinders to the Debtors' response. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing is scheduled to continue on October 13 and 14. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Gets Court Nod for Town of Acton Settlement ------------------------------------------------------- W.R. Grace & Co., Inc. obtained approval of a settlement agreement they entered into with the Town of Acton, Massachusetts, to "resolve with finality" a longstanding dispute between the parties regarding certain sewer betterment assessments on certain properties owned by W.R. Grace & Co.-Conn. The Town of Acton adopted a Sewer Assessment By-Law in 1988, as amended in 1999, which established procedures for assessment of properties to be served by the new Middle Fort Pond Brook Sewer Project. In March 2001, the Town of Acton offered all owners of property, which were assigned Estimated Assessments, including the Debtors, the opportunity to pay the Estimated Assessments over 30 years. Accepting the proposed Option, the Debtors acknowledged that a lien would exist against the Property for the unpaid portion of the total Estimated Assessments. At the same time, however, the Debtors preserved their right to appeal the Final Assessments that accrued. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, recalls that the Sewer Betterment Assessments were previously addressed by a settlement agreement dated October 1, 2008, between the Debtors and Town of Acton, which resolved tax abatement issues and provided procedures to resolve the Assessments. Negotiations pursuant to the 2008 Settlement Agreement have now resulted in the 2009 Settlement Agreement, Ms. Jones says. The key terms of the 2009 Settlement Agreement provide for (1) allowance of the Town of Acton's Claim No. 4384, as an Administrative Expense Claim for $2,162,677; (2) agreement of (i) the Town of Acton to abate the Sewer Betterment Assessments and (ii) the Debtors to make payments in satisfaction, and acknowledge the security, of those Assessments (3) the Parties' agreement of the amount of permitted sewer usage in the event that Grace's Acton Property is developed in the future; and (4) granting a conservation restriction. Ms. Jones reasons out that the 2009 Settlement Agreement warrants approval because it resolves a longstanding issue regarding the Sewer Betterment Assessments, pursuant to which the Debtors faced significant legal risk. In addition, the Agreement reduces and fixes the Debtors' obligations as to the Assessments and provides certainty to creditors regarding those obligations. Moreover, the Agreement obviates any risk to the Debtors of additional or increased obligations arising from the Sewer Betterment Assessments. Settling the Claims pursuant to the Assessments will curtail potentially significant transaction and litigation costs from accruing in the future, Ms. Jones tells Judge Fitzgerald. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing is scheduled to continue on October 13 and 14. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Libby Claimants, et al., Oppose Plan Confirmation ------------------------------------------------------------- Parties-in-interest to the Chapter 11 cases of W.R. Grace & Co., and its debtor affiliates submitted to Judge Judith K. Fitzgerald of the United States Bankruptcy Court for the District of Delaware separate briefs in response to the Phase II hearing to consider confirmation of the First Amended Chapter 11 Plan of Reorganization. Largely repeating their arguments, claimants injured by exposure to asbestos from the Debtors' operations in Lincoln County, Montana, cite "a problem of credibility in the Plan Proponents' briefs . . . because citations to the record do not support contentions made in their briefs." On behalf of the Libby Claimants, Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, specifies that, among other things, the Plan is not best interest of the creditors pursuant to Section 1129(a)(7) of the Bankruptcy Code, "given that the Plan drives down the Chapter 11 recovery percentage to personal injury claimants by paying unsecured creditors and property damage claimants 100% of the value of their claims, and preserving nearly $1 billion for Grace's shareholders." Moreover, the Plan Proponents -- consisting of W.R. Grace & Co., et al., and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants and the Official Committee of Equity Security Holders -- ignore alternative estimates projecting their personal injury liabilities to be far less, and further ignore the reality that a Chapter 7 Liquidation could not possibly compensate future claimants who would have no ability to file a proof of claim for lack of any existing disease, Mr. Landis asserts. OneBeacon America Insurance Company and Seaton Insurance Company, hold that the Plan Proponents cannot justify the Plan's "multiple illegal provisions," which allegedly include (i) a Successor Claims Injunction, (ii) non-consensual, third-party releases of certain non-debtors, (iii) an Asbestos PI Channeling Injunction and Asbestos PD channeling Injunction, (iv) improperly classified contract claims, (v) purporting to effect the assignment of the Debtors' alleged remaining interests in a Seaton policy, (vi) the creation of an Asbestos PI Trust that will be controlled by members that are burdened with irreconcilable conflicts of interest, and (vii) improper establishment of two trusts. The "illegal provisions" run conflict with Sections 1129(a)(1), 1129(a)(3), 524(e), and 524(g) of the Bankruptcy Code and should be denied, according to the OneBeacon Entities. Continental Casualty Company, Transportation Insurance Company and affiliates complain that the Plan Proponents are "misguided" in their contention that Insurance Companies that are not creditors of the Debtors have no standing to object to the Plan other than issues related to the transfer of Asbestos Insurance Rights and the Plan's treatment of Asbestos Insurance Reimbursement Agreements. Separately, several other parties-in-interest oppose the confirmation of the Plan, including: * Longacre Master Fund, Ltd. and Longacre Capital Partners (QP), L.P., which argue that "the Debtors should be stopped from using the classification process, in a Plan where equity holders are to retain significant value, to obtain a windfall at the expense of Longacre;" * Garlock Sealing Technologies, LLC, which avers that identifying Grace in the Asbestos PI Channeling Injunction is not fair and equitable because contribution demand holders receive no benefit from Grace's trust contributions; * BNSF Railway Company, which notes that the Plan impermissibly discriminates against BNSF by improperly eviscerating its contractual rights to full indemnity pursuant to various agreements between Grace and BNSF; * the State of Montana, which maintains that the Plan fails to comply with Section 524(g) of the Bankruptcy Code by improperly subjecting Montana's requests for contribution and indemnification to the Asbestos Personal Injury Trust. * Arrowood Indemnity Company, formerly known as Royal Indemnity Company, which cites non-equitable treatment of claims under the Plan; and * Anderson Memorial Hospital, which reiterates its arguments regarding the feasibility of the Plan. Anderson also filed with the Court a notice correcting certain record citations in a previously filed Post-Trial Brief dated November 2, 2009. The Government Employees Insurance Company and Republic Insurance Company, now known as Starr Indemnity & Liability Company; and AXA Belgium as Successor to Royale Belge SA filed separate joinders in support of the arguments raised by the Objecting Parties. MCC, et al: Plan Confirmable Upon Certain Conditions Maryland Casualty Company says that if confirmed, the First Amended Plan of Reorganization will implement the Asbestos Personal Injury Channeling Injunction, which will fully and permanently protect MCC from and against any and all Asbestos PI Claims, including, inter alia, third party claims against MCC arising from or relating to the Debtors, their products or their operations. No other party challenges MCC's position that the Asbestos PI Channeling Injunction fully and permanently enjoins the Libby Claims and all other Third Party Claims against MCC. Hence, the Plan should be confirmed, MCC maintains. Kaneb Pipe Line Operating Partnership L.P., and Support Terminal Services, Inc., contend that the Court should confirm the Plan only upon an express finding that the Successor Claims Injunction, as defined in the Plan, does not prohibit Kaneb from enforcing its separate property rights in certain insurance policies. Sealed Air Corporation and Cryovac, Inc., believe that the arguments of the Objecting Parties "are without merit as to provisions of the Plan that provide for protections in favor of the Sealed Air Indemnified Parties," as defined in the Plan. The Objections, therefore, should be overruled, according to Sealed Air. Sealed Air also reserves all rights with respect to any Plan modifications, objections and briefs that may be filed or made. Plan Proponents Address Plan Objections In a 120-page Main Brief responding to the Plan Objections, the Plan Proponents maintain that the Plan "has been proposed in good faith and not by any means forbidden by law," contrary to the assertions of the State of Montana, the Official Committee of Unsecured Creditors and the Bank Lender Group. The Debtors' counsel, David M. Bernick, Esq., at Kirkland & Ellis LLP, in New York, notes that evidence introduced at the Phase II Confirmation Hearing demonstrates that: * the settlements executed to accomplish the Joint Plan were negotiated at arm's length; * the Plan is overwhelmingly supported by the impaired classes; and * various technical amendments have been made to the Plan to accommodate the concerns of objecting parties. The Plan Proponents specifically strike the objection of the Libby Claimants, explaining along with all other Class 6 Claimants, the Libby Claimants would not receive more in a liquidation proceeding under Chapter 7 of the Bankruptcy Code than they will receive under the Joint Plan. The Plan Proponents also refute the feasibility issues raised by Anderson Memorial Hospital and the State of Montana, reiterating that the arguments "lack basis in law or fact." Anderson specifically asserts that it can "imagine" scenarios in which the Debtors' projections relating to feasibility might be incorrect, but AMH's "imagination" is no substitute for actual evidence," Mr. Bernick tells Judge Fitzgerald. Mr. Bernick further contends that the classifications of Claims under the Plan satisfy the requirements of Section 1122(a) of the Bankruptcy Code. Hence, the arguments of Longacre Master Fund, Burlington Northern & Santa Fe Railroad and Montana lack merit. In a separate brief, the Plan Proponents noted that the Libby Claimants' arguments continue to reflect an urgent desire for special treatment in search of some viable theory under the bankruptcy law that would mandate that treatment. "[However], the compass of the bankruptcy law points in the opposite direction -- toward equal treatment, Philip Bentley, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, explains on behalf of the Plan Proponents. The Plan Proponents reiterate that contrary to the arguments of the Objecting Parties, the Plan complies with all applicable provisions of the Bankruptcy Code and should therefore be confirmed. In a separate request, the Plan Proponents sought the Court's authority to consolidate their Post-Trial Response Briefs and exceed the single brief page limitation. Consolidation of the Plan Proponents' Briefs will allow them to present the Court with an efficient and logically organized set of responsive post-trial briefs that address all of the arguments and proposed findings set forth in the 19 post-trial briefs filed by various Plan objectors, Mr. Bernick reasons out. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing is scheduled to continue on October 13 and 14. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * Bankruptcies on Pace to Rise 31.2% in 2009 -------------------------------------------- Bill Rochelle at Bloomberg News reports that bankruptcy filings rose to 115,000 in November, up 19.6% over the same period in 2008. If filings in December are the same as November, the total for the year will be about 1.45 million, a 31.2% increase over the 1.1 million in 2008. There have been approximately 14,000 companies filing to reorganize or liquidate in Chapter 11 through the first 11 months of 2008, already 38% more than the approximately 10,100 Chapter 11 filings in all of 2008. "All the fundamentals are there for a very difficult bankruptcy environment," said Zach Pandl, an economist at Nomura International Securities Inc. in New York, according to a report by Bill Rochelle and Bob Willis at Bloomberg. "Conditions are getting worse in the labor market and small businesses are distressed, with limited access to credit and a big debt overhang." Bankruptcy filings in 2008 represented a 32% increase from the more than the 827,000 in 2007 and up 86% from the 590,500 filings in 2006. The all-time record for bankruptcy filings was 2.1 million set in 2005, when filings surged just before changes in federal bankruptcy laws made it more difficult for individuals to erase debts. * Economic Crisis Expected to End in 1st Qtr. 2010, Survey Reveals ------------------------------------------------------------------ Hunt Valley, MD-based international trade credit insurer Atradius last week released its Global Economic Crisis Survey based on more than 3,500 interviews with executives and senior managers from companies in North America, Europe, Asia and Australia. The survey was designed to learn business leaders' views on current economic indicators, including: -- Viability of their businesses, industries and financial institutions. -- Value of government interventions. -- Business practice modifications to maintain cash flow and prevent payment defaults. "This survey provides us with a current snapshot of the global business community and our domestic economy," said Brett Halsey, President, Atradius Trade Credit Insurance, Inc., part of the Atradius Group, which manages insured trade worth more than $20 billion annually. "Economists' forecasts and insights from policy leaders are helpful, but when it comes to managing risks and uncovering new business channels in this economic environment, it is vital to understand how business decision makers are modifying their practices and planning for a recovery." Key survey findings include: Recovery Timeline -- Nearly 40 percent of global respondents expect the economic crisis to end in the first quarter of 2010. Sixty-six percent of US respondents anticipate a rebound in business by the end of 2010. -- Fifty percent of US respondents believe their companies' financial position will stabilize at the end of 2009, and 30 percent anticipate an improvement in their financial stability by this year's end. Atradius crisis survey, 2 of 2 Impact on Business Practices-US respondents -- Thirty-four percent have suffered a decrease in their access to financing. -- The US remains one of the most pessimistic countries surveyed when it comes to expectations of failures of large banks and financial institutions, with nearly half reporting an anticipated increase in failures. -- Forty percent have changed their credit terms, 34 percent have increased their use of outsourced collection services, and 41 percent have increased the frequency of their buyers' credit reviews. -- Finding new markets or sales channels for products and services (50 percent) and placing a heightened focus on customer service (58 percent) have proven essential elements for business continuity, as have gaining access to financing and conducting staff level reviews. -- Thirty-two percent are considering or have begun using credit insurance as a risk mitigation tool. Government Stimulus Efforts -- In 17 of the 20 surveyed countries, more than 40 percent responded that they have experienced no impact from government initiatives to stimulate the economy. -- In the US, 56 percent think the government's efforts thus far have largely been ineffective, and 62 percent think the government should stimulate economic growth through tax cuts and incentives with only 1 percent reporting favor with additional tax increases. "To effectively manage risk and capitalize on economic opportunities in this market requires an understanding of business leaders' mindset-what actions boost confidence, which in turn inspires activity and the capital gains needed for long-term investments," added Mr. Halsey. "Recovery rests with our economy's business leaders, which is why these insights and this level of outreach are so significant to our business endeavors related to protecting companies from the risk of catastrophic losses and uncovering new areas of economic opportunity worthy of investment." The full "Atradius Global Economic Crisis Survey" can be downloaded from http://www.atradius.com. About Atradius The Atradius Group provides trade credit insurance, surety and collections services worldwide, and has a presence in 42 countries. Its products and services aim to reduce its customers' exposure to buyers who cannot pay for the products and services they buy. With total revenues of more than EUR1.8 billion and a 31% share of the global trade credit insurance market, its products help protect companies throughout the world from payment risks associated with selling products and services on credit. With 160 offices, it has access to credit information on 52 million companies worldwide and makes more than 22,000 trade credit limit decisions daily. * U.S. Economy Sheds Fewer Jobs in November ------------------------------------------- The Labor Department reported Friday that the U.S. economy shed 11,000 jobs in November, and the unemployment rate fell to 10%, down from 10.2% in October. Bloomberg News notes that during the month, the economy lost 11,000 jobs, the fewest in almost two years. Even so, the economy has lost the most jobs over the past two years since the Great Depression. Foreclosure filings in the U.S. climbed to a record in the third quarter as lenders seized more properties from delinquent borrowers, according to RealtyTrac Inc. in Irvine, California. * Bankruptcy Attorneys Dominate at Brown Rudnick ------------------------------------------------ With nearly 30 percent of its attorneys devoted to bankruptcy work, Brown Rudnick LLP has the heaviest concentration of bankruptcy lawyers among firms with 100 or more lawyers, according to Law360's 2009 practice area survey. * Dickstein Lands White & Case Bankruptcy Veteran ------------------------------------------------- Dickstein Shapiro LLP has snagged Sam Alberts - the former leader of White & Case LLP's Washington restructuring group - for its bankruptcy and creditors' rights practice, Law360 reports. * Law360 Ranks Largest Bankruptcy Practices ------------------------------------------- Kirkland & Ellis LLP, Bingham McCutchen LLP and Skadden Arps Slate Meagher & Flom LLP topped the Law360 Bankruptcy 100 this year, boasting the largest bankruptcy practices in the United States, measured by the number of practicing lawyers. Law360 reports that when the recession hit, Kirkland & Ellis LLP was well-positioned to vie for the enormous amount of bankruptcy work generated, thanks in part to the firm's deliberate approach to building its 115-lawyer restructuring team. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- AUTOZONE INC AZO US 5,318.40 (145.02) (433.07) DUN & BRADSTREET DNB US 1,600.30 (181.70) (720.30) CLOROX CO CLX US 4,598.00 (665.00) (47.00) BOEING CO BA US 58,667.00 (1,822.00) (877.00) MEAD JOHNSON-A MJN US 1,964.30 502.30 (697.50) BOARDWALK REAL E BEI-U CN 2,405.68 N.A. (36.79) BOARDWALK REAL E BOWFF US 2,405.68 N.A. (36.79) BOEING CO BAB BB 58,667.00 (1,822.00) (877.00) TAUBMAN CENTERS TCO US 2,607.20 N.A. (466.57) NAVISTAR INTL NAV US 9,384.00 180.00 (1,294.00) UNISYS CORP UIS US 2,741.10 186.80 (1,145.50) CHOICE HOTELS CHH US 353.03 (13.42) (132.91) WEIGHT WATCHERS WTW US 1,076.72 (329.14) (748.21) LINEAR TECH CORP LLTC US 1,466.40 993.39 (163.78) CABLEVISION SYS CVC US 10,128.00 (111.68) (5,193.36) IPCS INC IPCS US 559.20 72.11 (33.02) MOODY'S CORP MCO US 1,874.20 (305.80) (647.50) WR GRACE & CO GRA US 3,936.80 1,095.10 (312.30) ARTIO GLOBAL INV ART US 280.40 N.A. (33.37) IMS HEALTH INC RX US 2,110.52 230.86 (42.68) AFFYMAX INC AFFY US 144.93 7.14 (2.73) DISH NETWORK-A DISH US 8,658.74 710.57 (1,381.37) PETROALGAE INC PALG US 3.23 (6.62) (40.14) SUN COMMUNITIES SUI US 1,189.20 N.A. (95.46) HEALTHSOUTH CORP HLS US 1,754.40 35.90 (534.50) REVLON INC-A REV US 802.00 105.40 (1,043.40) SUCCESSFACTORS I SFSF US 181.33 3.21 (2.59) ARTIO GLOBAL INV A1I GR 280.40 N.A. (33.37) TENNECO INC TEN US 2,939.00 233.00 (213.00) NATIONAL CINEMED NCMI US 607.80 85.00 (504.50) OVERSTOCK.COM OSTK US 144.38 34.09 (3.10) REGAL ENTERTAI-A RGC US 2,512.50 (13.60) (258.50) THERAVANCE THRX US 183.47 123.53 (175.21) JUST ENERGY INCO JE-U CN 1,378.06 (392.04) (350.05) CHENIERE ENERGY CQP US 1,918.95 28.24 (472.03) OCH-ZIFF CAPIT-A OZM US 1,976.06 N.A. (88.36) VENOCO INC VQ US 715.17 (13.00) (169.00) PALM INC PALM US 793.95 (269.46) (454.17) CARDTRONICS INC CATM US 457.20 (41.75) (8.29) INTERMUNE INC ITMN US 157.15 92.82 (83.36) KNOLOGY INC KNOL US 643.99 20.90 (41.94) WORLD COLOR PRES WC CN 2,641.50 479.20 (1,735.90) BLOUNT INTL BLT US 487.85 29.49 (22.15) SANDRIDGE ENERGY SD US 2,310.97 1.42 (190.99) SONIC CORP SONC US 849.04 84.81 (4.27) WORLD COLOR PRES WC/U CN 2,641.50 479.20 (1,735.90) SEMGROUP ENERGY SGLP US 316.83 (4.27) (133.64) UNITED RENTALS URI US 3,895.00 312.00 (18.00) SIGA TECH INC SIGA US 8.17 (4.07) (11.49) FORD MOTOR CO F US 205,896.00 (9,751.00) (7,270.00) CENTENNIAL COMM CYCL US 1,480.90 (52.08) (925.89) INCYTE CORP INCY US 472.82 358.38 (199.36) ARVINMERITOR INC ARM US 2,508.00 27.00 (1,248.00) DOMINO'S PIZZA DPZ US 443.74 106.68 (1,350.12) AFC ENTERPRISES AFCE US 115.70 (0.30) (22.90) EXTENDICARE REAL EXE-U CN 1,655.19 126.26 (47.76) JAZZ PHARMACEUTI JAZZ US 102.17 (8.97) (82.44) CENVEO INC CVO US 1,601.19 203.42 (178.97) UAL CORP UAUA US 18,347.00 (2,111.00) (2,645.00) SALLY BEAUTY HOL SBH US 1,490.73 341.73 (613.65) TALBOTS INC TLB US 855.94 (25.08) (206.66) DEXCOM DXCM US 53.96 25.84 (9.10) MANNKIND CORP MNKD US 288.66 34.89 (2.41) EXELIXIS INC EXEL US 421.10 91.53 (142.77) PDL BIOPHARMA IN PDLI US 264.45 (16.23) (242.39) OSIRIS THERAPEUT OSIR US 110.80 48.53 (3.29) PROTECTION ONE PONE US 632.46 8.11 (82.40) AMER AXLE & MFG AXL US 1,953.00 33.10 (739.60) ACCO BRANDS CORP ABD US 1,078.00 217.20 (102.90) AMR CORP AMR US 25,754.00 (1,448.00) (2,859.00) ZYMOGENETICS INC ZGEN US 243.39 59.40 (21.76) KL ENERGY CORP KLEG US 4.53 (6.50) (3.09) SELECT COMFORT C SCSS US 82.27 (68.66) (38.75) FORD MOTOR CO F BB 205,896.00 (9,751.00) (7,270.00) DELCATH SYSTEMS DCTH US 6.77 (4.98) (4.94) WARNER MUSIC GRO WMG US 4,070.00 (650.00) (143.00) CYTORI THERAPEUT CYTX US 25.00 11.37 (1.42) VIRGIN MOBILE-A VM US 307.41 (138.28) (244.23) IMMUNOTECH LABOR IMMB US 0.38 (2.32) (2.09) EPICEPT CORP EPCT SS 11.96 5.79 (5.16) ENERGY COMPOSITE ENCC US 0.00 (0.01) (0.01) EASTMAN KODAK EK US 7,483.00 935.00 (651.00) DYAX CORP DYAX US 51.59 23.57 (49.20) HOVNANIAN ENT-B HOVVB US 2,285.45 1,524.67 (73.61) MEDIACOM COMM-A MCCC US 3,721.86 (253.93) (434.75) HOVNANIAN ENT-A HOV US 2,285.45 1,524.67 (73.61) QWEST COMMUNICAT Q US 20,225.00 766.00 (1,031.00) LIN TV CORP-CL A TVL US 772.71 6.57 (188.41) STEREOTAXIS INC STXS US 40.48 1.36 (15.27) CC MEDIA-A CCMO US 17,696.08 1,507.96 (7,020.56) US AIRWAYS GROUP LCC US 7,744.00 (552.00) (260.00) SINCLAIR BROAD-A SBGI US 1,629.15 (17.99) (132.17) GLG PARTNERS-UTS GLG/U US 466.58 168.33 (277.14) CINCINNATI BELL CBB US 2,011.20 22.00 (614.00) ********* 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 **