/raid1/www/Hosts/bankrupt/TCR_Public/100104.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, January 4, 2010, Vol. 14, No. 3
Headlines
1031 TAX GROUP: Trustee Lacks Prudential Standing to Sue Bank
20 BAYARD: Has Court's Initial Nod for Use of WFF Cash Collateral
21ST CENTURY PROPERTIES: Voluntary Chapter 11 Case Summary
A-JVP1 LLC: Voluntary Chapter 11 Case Summary
A-SWDE1 LLC: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Certain Retirement Plan Shares Deregistered
ABITIBIBOWATER INC: Lazard Bills $1.2 Mil. for May to Oct. Work
ACCELR8 TECHNOLOGY: Posts $411,981 Net Loss in October 31 Quarter
AFFINITY GROUP: Lenders Extend Interest Payment Date to Jan. 12
ALASKA COMMS: Bank Debt Trades at 6% Off in Secondary Market
AMERICAN INT'L: Executives Struggled for Answers Amid Crisis
AMES TAPING: Barrier Advisors to Run Expedited Sale Process
APPALACHIAN FUELS: Renewal Permit For Coal Ash Site Denied
ASI TECHNOLOGY: Piercy Bowler Raises Going Concern Doubt
ATEF ADDAM: Case Summary & 20 Largest Unsecured Creditors
ATRINSIC INC: Receives Non-Compliance Notice From NASDAQ
AURORA PITTSBURGH: Case Summary & 16 Largest Unsecured Creditors
AVIS BUDGET: Bank Debt Trades at 3% Off in Secondary Market
AXIANT LLC: Case Converted to Chapter 7 After NCO Deal Breaks Down
BOWLNEBRASKA LLC: Voluntary Chapter 11 Case Summary
BLUEKNIGHT ENERGY: James Dyer Named CEO of General Partner
BP GILBERT: Case Summary & 3 Largest Unsecured Creditors
BP PHOENIX: Case Summary & 3 Largest Unsecured Creditors
BROWN'S CHICKEN: Owners' Falling Out Cues Bankruptcy Filing
BUCKINGHAM FIN'L: Helmut Landwehr Want Chapter 11 Case Dismissed
BUFFALO HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
BURTON CREEK: Case Summary & 14 Largest Unsecured Creditors
CAPMARK FINANCIAL: Files Schedules of Assets and Liabilities
CAPMARK FINANCIAL: Sends Statement of Financial Affairs
CAPMARK FINANCIAL: Finance's Schedules & Statement
CAPMARK FINANCIAL: Has OK to Use Up to $75-Mil of Cash Collateral
CARLISLE GOLDFIELDS: Delays Filing of Financial Statements
CATHOLIC CHURCH: Court Approves Fairbanks Plan for Voting
CATHOLIC CHURCH: Greens Oppose Pilgrim Hot Springs Sale
CATHOLIC CHURCH: Wilmington Wants Pensions to Accused Priests
CEDAR FUNDING: Trustee Immune from Defamation Claims
CELANESE US: Bank Debt Trades at 6% Off in Secondary Market
CELL THERAPEUTICS: Board Approves Shareholder Rights Plan
CENA RESTAURANTS: Misses Loan Dues, Continues to Lose Money
CHAMPION ENTERPRISES: Proposes Chanin as Financial Advisor
CHAMPION ENTERPRISES: Amended Credit Pact to Add $5-Mil. Loans
CHARLES LISSER: Case Summary & 14 Largest Unsecured Creditors
CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market
CHARTER COMMS: Sets Dividend Payment Date for Preferred Stock
CHINESEWORLDNET.COM: Files Amended Annual Report for 2008
CHRYSLER LLC: New Chrysler to Hike Auto Leasing
CHRYSLER LLC: Yardley Wants Lift Stay to Conduct Discovery
CIRCUIT CITY: Credit Suisse Buys D-Link's $2 Mil. Claim
CIMINO BROS: Has Until March 2010 to Come Up With Plan
CITADEL BROADCASTING: Gets February 2 Extension for Schedules
CITADEL BROADCASTING: Bank Debt Trades at 26% Off
CITADEL BROADCASTING: Bankruptcy Creates "Event of Default"
CITADEL BROADCASTING: To Honor Prepetition Customer Obligations
CITADEL BROADCASTING: To Pay Affiliates' Prepetition Claims
CITY OF VALLEJO: Eyes Tax Vote, Bond Freeze to Escape Bankruptcy
CLEAR CHANNEL: Outdoor Unit Closes $2.5-Billion Bond Sale
CLEAR CHANNEL: Robert H. Walls, Jr. Joins as General Counsel
CLINTON KARTCHNER: Voluntary Chapter 11 Case Summary
COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
COMPETITIVE TECHNOLOGIES: Posts $756,000 Loss in Oct. Quarter
CORNER HOME CARE: Case Summary & 20 Largest Unsecured Creditors
COSINE COMMUNICATIONS: Raging Capital Discloses 5.4% Stake
COUNTERPATH CORPORATION: Posts $1.7MM Loss in October 31 Quarter
CR GAS STORAGE: Bank Debt Trades at 6% Off in Secondary Market
CYTOCORE INC: September 30 Balance Sheet Upside-Down by $2,199,000
DAMON'S INTERNATIONAL: Shuts Down N.Y. and Hanover Store Location
DAVID HERRICK: Voluntary Chapter 11 Case Summary
DEARBORN BANCORP: Receives Non-Compliance Notice From Nasdaq
DECODE GENETICS: Receives Nasdaq Deficiency Notice
DOLLAR GENERAL: Bank Debt Trades at 4% Off in Secondary Market
DONALD KELLAND: U.S. Trustee Unable to Appoint Creditors Committee
DORAL ENERGY: Posts $1.29-Mil. Net Loss in October 31 Quarter
DUNE ENERGY: Receives Non-Compliance Notice From NYSE AMEX
EAST COAST SANITATION: Replaced by Galaxy for Garbage Services
EAST GADSDEN: Files for Bankruptcy to Block Sale of Property
EMDEON BUSINESS: Moody's Upgrades Corporate Family Rating to 'B1'
EMRISE CORP: Has Forbearance from Lender Until January 15
ERICKSON RETIREMENT: MSRESS III Wants to Probe Debtors
ERICKSON RETIREMENT: Sues MSRESS Denver for 'Financing' Ruling
ERICKSON RETIREMENT: Wants Ruling That HCP Deal a 'Financing'
EUGENE ARMSTRONG: Voluntary Chapter 11 Case Summary
EUOKO GROUP: October 31 Balance Sheet Upside-Down by $6,341,987
EVEREST HOLDINGS: Law Firm Disinterested After Selling Claim
EXCALIBUR MACHINE: Esmark Industrial Acquires Firm's Assets
EXIDE TECHNOLOGIES: Claims Objection Deadline Moved to Jan. 31
EXIDE TECHNOLOGIES: Wants Until Feb. 16 to Remove Fla. State Suit
EXIDE TECHNOLOGIES: Wants Until March 31 for Berks Suits Removal
EXTENDED STAY: Examiner Has Nod to Retain A&M as Fin'l Advisor
EXTENDED STAY: Examiner Gets OK for Stutman Treister as Counsel
EXTENDED STAY: Weil Gotshal Charges $2.2 Mil. for 4.5 Months Work
FIRST FEDERAL BANKSHARES: Posts $52.3MM Loss in Year Ended June 30
FITNESS HOLDINGS: Wants Access to Cash Collateral to Pay Employees
FONTAINEBLEAU LV: Examiner Gets Nod for GrayRobinson as Counsel
FONTAINEBLEAU LV: Las Vegas Retail's Schedules of Assets & Debts
FONTAINEBLEAU LV: M&M Lienholders Appeal DIP Financing Order
FREMONT GENERAL: March 12 Confirmation Hearing Set for Rival Plans
FUTURE NOW: September 30 Balance Sheet Upside-Down by $9.66-Mil.
GENERAL GROWTH: 20 More Entities Gain Plan Confirmation
GENERAL GROWTH: Safeco Wants Lift Stay to Cancel Surety Bonds
GENERAL GROWTH: Vratsinas Wants Lift Stay to Foreclose Liens
GENERAL MOTORS: Montford, Ferguson Join Government Relations Team
GMAC INC: GMACFS Expected to Receive Another Gov't Cash Infusion
GMAC INC: Treasury Slashes Bailout Fund to $3.8 Billion
GMAC INC: Writes Down $2-Bil. of Mortgage Assets at ResCap
GREEN BUILDERS: Recurring Losses Prompt Going Concern Doubt
GREEN TREE: S&P Assigns 'B' Short-Term Counterparty Credit Rating
GRISWOLD BUILDING: Plan Not Feasible & Confirmation Is Denied
GULSTREAM CRANE: Gets Interim Okay to Use Cash Collateral
HAYA ENTERPRISES: Files for Chapter 11 Bankruptcy in Oregon
HAYA ENTERPRISES: Voluntary Chapter 11 Case Summary
HEARTLAND PUBLICATIONS: Gets Interim Nod to Use Cash Collateral
HELIX BIOPHARMA: Incurs C$3.5MM Net Loss in Quarter Ended Oct 31
HOMESOURCE PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
HUMAN BEAN: Colorado Seizes Shops for Back Sales and Taxes
HUNTINGTON RESTAURANTS: Case Summary & 13 Largest Unsec. Creditors
IA GLOBAL: Appeals Delisting Notification From NYSE AMEX
IDEARC INC: To Transfer 150 Laid-off Workers to India
IMPERIAL INDUSTRIES: Receives NASDAQ Delisting Notice
IMPLANT SCIENCES: Lender Withdraws Notice of Defaults
INTELSAT JACKSON: Bank Debt Trades at 10% Off in Secondary Market
INTERGALECTIC: Case Summary & 15 Largest Unsecured Creditors
INTRAOP MEDICAL: PMP Helin Raises Going Concern Doubt
J. WILLIAM PUSTELAK: Case Summary & 20 Largest Unsecured Creditors
IRVINE SENSORS: Posts $914,800 Net Income for Fiscal Year 2009
IRVINE SENSORS: Registers 484,785 Shares Under Incentive Plan
IRVINE SENSORS: Registers 2,555,602 Shares for Resale
ISP CHEMCO: Bank Debt Trades at 7% Off in Secondary Market
JAMES FAVINI: Case Summary & 4 Largest Unsecured Creditors
JAYHAWK ENERGY: BehlerMick PS Raises Going Concern Doubt
JAYHAWK ENERGY: Closes Second Tranche of Debenture Financing
KLCG PROPERTY: Gets Interim Nod to Obtain DIP Financing
LAKE AT LAS VEGAS: Wants to Extend DIP Facility Until April 30
LAKEVIEW MINISTRIES: Case Summary & 14 Largest Unsecured Creditors
LANDAMERICA FIN'L: Administrative Claims Due January 6
LANDAMERICA FIN'L: OneStop's Disclosure Statement Approved
LANDAMERICA FIN'L: OneStop Sec. 341 Meeting Set for Jan. 8
LDK SOLAR: Closes Offering of 16,520,000 ADSs at $7.00 per ADS
LDK SOLAR: Posts $210 Million Net Loss in Q3 2009
LEHMAN BROTHERS: Creditors' Committee Members Reduced to 5
LEHMAN BROTHERS: Has Protocol to Settle Ordinary Course Claims
LEHMAN BROTHERS: Proposes Protocol for Reconciling 111,000 Claims
LEHMAN BROTHERS: Seeks Approval of Deal With LBB Administrator
LEHMAN BROTHERS: Wants Neuberger to Sell $180MM in Securities
LEHMAN BROTHERS: Weil Gotshal Charges $45.2 Mil. for June to Sept.
LEHMAN BROTHERS: Goldman Sachs Acquires $57 Million in Claims
LEHMAN BROTHERS: U.K. Payout Contract Declared Effective Dec. 29
LOB LLC: Voluntary Chapter 11 Case Summary
LOEWEN GROUP: S.D. Fla. Says Bar Date Notice Was Inadequate
LUIS RIOS: Lien Perfection Didn't Violate Automatic Stay
LYONDELL CHEMICAL: Amends Plan as LBO Lenders Settlement Reached
LYONDELL CHEMICAL: Examiner Sends Report; Panel Wants More Work
LYONDELL CHEMICAL: Reliance's $12 Bil. "Too Low", Says Access
LYTHGOE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
MAGMA DESIGN: Reports Net Income of $4.3MM in FY2010 Q2
MAMMOTH TEMECULA: To Restructure Wachovia Note to Pay Creditors
MANITOWOC CO: Bank Debt Trades at 4% Off in Secondary Market
MARCHFIRST INC: Lessor's Fiduciary Duty Complaint Time Barred
MCNALLY ROBINSON: Files for Bankruptcy in Canada
MICHAELS STORES: Bank Debt Trades at 10% Off in Secondary Market
MID AMERICA AGRI: Nebraska Corn Buys Ethanol Plant for $30.1MM
MIDWAY GAMES: Exchanging Drafts of Plan with Unsec. Creditors
MYLAN LABORATORIES: Bank Debt Trades at 2.47% Off
NEILS JENSEN: Case Summary & 20 Largest Unsecured Creditors
NEW MEDIA: October 31 Balance Sheet Upside-Down by $5,753,022
NIKISKI PARTNERS: Todd Peter, et al., Want Ch 11 Case Dismissed
NON-INVASIVE MONITORING: Post $435,000 Loss in October 31 Quarter
NOVADEL PHARMA: Common Stock Trades on OTC Bulletin Board
NTK HOLDINGS: S&P Corrects 'D' Corporate Credit Rating
NUTS & BOLTZS: Case Summary & 13 Largest Unsecured Creditors
NUVILEX INC: Posts $482,862 Net Loss in October 31 Quarter
OCEANS CASINOS: Files for Chapter 7 Bankruptcy
OCEAN SMART: Recurring Losses Prompt Going Concern Doubt
OLIVER EZARD FRASCONA: Voluntary Chapter 11 Case Summary
OMNICITY CORP: October 31 Balance Sheet Upside-Down by $510,101
OPUS SOUTH: Astwanti Wants Lift Stay to Access Escrowed Funds
OPUS SOUTH: Proofs of Claim vs. Waters Edge Due January 20
ORANGE COUNTY: Asks for Court Okay to Use Cash Collateral
OVAZINE SHANNON: Voluntary Chapter 11 Case Summary
OWENS CORNING: Fitch Assigns 'BBB' IDR to Reorganized Company
PEREGRINE PHARMACEUTICALS: Posts $2.8MM Net Loss in FY2010 Q2
PETCO ANIMAL: Bank Debt Trades at 5% Off in Secondary Market
PETROFLOW ENERGY: Sells Texas Properties; Secures Credit Amendment
PHOENIX FOOTWEAR: Heartland Advisors No Longer Holds Stake
PHOENIX FOOTWEAR: Plans to Regain NYSE Amex Listing Compliance
PHOENIX WORLDWIDE: Court OKs Access to C3 Capital Cash Collateral
POLAROID CORP: Some of Acorn Capital's Counterclaims Survive
PPA HOLDINGS: Has Until January 22 to File Chapter 11 Plan
QIMONDA NA: Wants Plan Filing Extended Until April 30
RAMSEY HOLDINGS: Asks for Court Okay to Access Cash Collateral
RATHGIBSON INC: Court Approves Appointment of Fee Examiner
READER'S DIGEST: Court OKs CompassLearning Auction on Jan. 7
READER'S DIGEST: Has Settlement for SG Chappaqua Lease Dispute
READER'S DIGEST: Plan Exclusivity Extended Until Feb. 22
REVLON INC: Bank Debt Trades at 3% Off in Secondary Market
RHI ENTERTAINMENT: Receives Nasdaq Listing Deficiency Notice
RIDGEVIEW HEIGHTS: Case Summary & 9 Largest Unsecured Creditors
RITE AID: Bank Debt Trades at 12% Off in Secondary Market
ROPER BROTHERS: Wants to Use Wells Fargo's Cash Collateral
SALLY BEAUTY: Bank Debt Trades at 5% Off in Secondary Market
SAN DIEGO HISTORIC: Case Summary & 2 Largest Unsecured Creditors
SIDELINE: Employees Receive Paychecks
SIMMONS BEDDING: Financiers Urge Chinese Firms to Bid
SKI MARKET LTD: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: Court Declines to Appoint Equity Committee
SPANSION INC: Has Nod for 2nd Amendment to Remarketing Pact
SPANSION INC: Has Nod to Reimburse Silver Lake for $350,000
SPARTA COMMERCIAL: Posts $1,003,402 Net Loss in Fiscal 2nd Qrtr
SPRINT NEXTEL: Amends CFO Robert Brust's Employment Agreement
SPRINT NEXTEL: Discloses Equity Stake in Clearwire Corp.
ST JOSEPH'S: Files for Bankruptcy to Avert Foreclosure
STARPOINTE ADERRA: Case Summary & 20 Largest Unsecured Creditors
SUNGARD DATA: Bank Debt Trades at 4% Off in Secondary Market
SUNGARD DATA: Bank Debt Trades at 6% Off in Secondary Market
SUNOVIA ENERGY: Posts $4,789,598 Net Loss in October 31 Quarter
TARGA RESOURCES: Bank Debt Trades at Less Than 1% Off
TELIPHONE CORP: KBL LLP Raises Going Concern Doubt
TELKONET INC: Relocates Offices From Germantown to Milwaukee
THREE-FIVE SYSTEMS: Discloses Final Liquidating Payment
TIERONE CORP: Receives Non-Compliance Notice From NASDAQ
TIMOTHY RAY WRIGHT: Wants Burch & Cracchiolo as Bankr. Counsel
TLC VISION: Asks for Court Okay to Sell Canadian Operations
TLC VISION: Court Okays Epiq Bankruptcy Solutions as Claims Agent
TLC VISION: Gets Interim Nod to Obtain DIP Financing
TLC VISION: Taps Proskauer Rose as Bankruptcy Counsel
TLC VISION: Wants Michael Gries as Chief Restructuring Officer
TRIMAS CORP: Secures Requisite Consents From Senior Noteholders
UAL CORP: Applies for Antitrust Immunity With ANA & Continental
UAL CORP: New ALPA-MEC Chair W. Morse to Sit on Board
UAL CORP: To Solicit Offers From Embraer for Narrow-Bodied Planes
UNITED AIR: Bank Debt Trades at 22% Off in Secondary Market
UTSTARCOM INC: Pays $3-Mil. Fine for Bribery, Other FCPA Charges
VIA PHARMACEUTICALS: Receives Delisting Notice From NASDAQ
VILLA HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
VION PHARMACEUTICALS: FDA Requires Changes in Trials to Onrigin
VISTEON CORP: Union Files Appeal on Court Ruling Over Benefits
VITERRA INC: October 31 Breach Waived by Lenders
WARNER CHILCOTT: Secures Consents for 8-3/4% Senior Sub. Notes
WEST CORP: Bank Debt Trades at 6% Off in Secondary Market
WEST CORP: Bank Debt Trades at 5% Off in Secondary Market
WESTFALL TOWNSHIP: Chapter 9 Confirmation Hearing Set For March 2
WHITE ENERGY: Units File Suit to Challenge Fagen Claims
WILDHORSE MOUNTAIN: Voluntary Chapter 11 Case Summary
WILDWOOD ROSE: Voluntary Chapter 11 Case Summary
WILSHIRE ENTERPRISES: Unable to Submit Listing Compliance Plan
WINDSTREAM CORP: Bank Debt Trades at 5% Off in Secondary Market
WORSHIP IN TRUTH CHURCH: Case Summary & Unsecured Creditor
W.R. GRACE: ZAI Claimants Want U.S. Counsel
W.R. GRACE: Settles AG Insurance Coverage Disputes
W.R. GRACE: Court Approves Zurich Insurance Settlement
XENITH BANKSHARES: Receives Non-Compliance Notice From NASDAQ
YOUNG BROADCASTING: Bank Debt Trades at 26% Off
YRC WORLDWIDE: Meets Thresholds in Debt-for-Equity Exchange Offers
* U.S. FDIC Looks to Gain From Buyers of Failed Banks
* Housing Recovery Fails to Boost Broker Commissions
* Lawsuit Claims Bank Knew Mortgage-Related Investments Were Bad
* BOND PRICING -- For the Week From Dec. 28, 2009 to Jan. 1, 2010
*********
1031 TAX GROUP: Trustee Lacks Prudential Standing to Sue Bank
-------------------------------------------------------------
WestLaw reports that under the Wagoner rule, a Chapter 11 trustee
lacked prudential standing to bring a claim against the debtors'
bank for aiding and abetting breaches of fiduciary duty by the
debtors' principal. The complaint failed to adequately plead
facts supporting the application of the innocent insider exception
to the sole actor rule to prevent the imputation of the
principal's bad acts to the debtors, and thus the trustee, under
New York law. Although the complaint identified two purportedly
innocent insiders, it did not allege facts indicating how they
could have ended the principal's fraud or that they had power to
do so. In re 1031 Tax Group, LLC, --- B.R. ----, 2009 WL 4342635
(Bankr. S.D.N.Y.).
About 1031 Tax Group
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. Lead Case No. 07-
11448). 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 and 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: Has Court's Initial Nod for Use of WFF Cash Collateral
-----------------------------------------------------------------
20 Bayard Views, LLC, obtained authority from the Hon. Elizabeth
S. Stong of the U.S. Bankruptcy Court for the Eastern District of
New York to use the cash collateral of W Financial Fund, LP.
The cash collateral consists of monthly rental payments from
leases held by the Debtor for its 37 condominium units and 40
parking spaces located at the Bayard Condominium Complex. Rental
income from the Collateral averages $130,000 a month. The WFF
Appraisal establishes that the fair market value of the Collateral
is in excess of $21,000,000.
John S. Mairo, Esq., at Prozio, Bromberg & Newman, P.C., explains
that the Debtor needs the money to fund the Debtor's Chapter 11
case, and to pay suppliers and other parties. The Debtor seeks to
continue its prepetition practice of paying the condominium
maintenance costs, which in turn protects the value of WFF's
Collateral.
Mr. Mairo asserts that the interests of WFF and the other known
secured creditors are adequately protected because the Collateral
is valued well in excess of WFF's Debt and the Mechanic Lien
Claims. The cash collateral will be applied to maintain the value
of the Collateral, including payment of Court approved bankruptcy
administrative fees of the Debtor. The Debtor expects to minimize
the administration costs by proposing a Chapter 11 plan in the
near term and obtaining confirmation of a reorganization plan
within 120 days of the bankruptcy filing. During that time
period, WFF and the other known secured creditors will be
adequately protected due to the equity cushion and the Debtor's
proposed use of cash collateral.
WFF filed an objection to the Debtor's request to use cash
collateral, saying that Debtor's bold proclamation -- that it
intends to use WFF's cash collateral to pay the same professionals
who will be devising a plan to cram down WFF -- is audacious and
contrary to law. The only basis that the Debtor provides as
authorization to fund its Chapter 11 case on the back of its
secured lender, and shift the risk of the success or failure of
its bankruptcy case entirely onto WFF is the Debtor's conclusory
assertion that there is a "substantial equity cushion" in the
Collateral and thus WFF is adequately protected. The fact that
there may be an equity cushion (and WFF does not contend as such)
does not provide a basis for the use of its collateral to pay the
Debtor's legal fees, WFF states.
Judge Stong, nonetheless, ruled that cash collateral may be used
to pay monthly common charges of $32,000 and monthly management
fees of $2,650. On consent, Debtor will pay $62,500 from rents
collected to WFF to be received by December 23, 2009.
A hearing is scheduled for January 12, 2010, at 11:00 a.m. at
Courtroom 3585 to consider final approval of the cash collateral
use.
Brooklyn, New York-based 20 Bayard Views, LLC, filed for Chapter
11 bankruptcy protection on December 4, 2009 (Bankr. E.D.N.Y.
Case No. 09-50723). Leslie A. Berkoff, Esq., at Moritt Hock
Hamroff Horowitz, assists the Company 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 in its petition.
21ST CENTURY PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: 21st Century Properties Inc.
520 S Sepulveda Blvd, Ste 404
Bel Air, CA 90049
Bankruptcy Case No.: 09-27480
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Geraldine Mund
Debtor's Counsel: Bruce M. Greenfield, Esq.
520 S Sepulveda Blvd #205
Bel Air, CA 90049
Tel: (310) 471-5115
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 $1,375,000,
and total debts of $800,000.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Bruce M. Greenfield, CEO/president of
the Company.
A-JVP1 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: A-JVP1, LLC
3455 Cliff Shadows Parkway, Ste. 220
Las Vegas, NV 89129
Case No.: 09-34236
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Linda B. Riegle
Debtor's Counsel: Georganne W. Bradley, Esq.
Kaempfer Crowell Et Al.
3800 Howard Hughes Pkwy., Seventh Floor
Las Vegas, NV 89169
Tel: (702) 792-7000
Fax: (702) 796-7181
Email: gbradley@kcnvlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of $16,001,500,
and total debts of $15,770,000.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Thomas J. Devore.
A-SWDE1 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: A-SWDE1, LLC
3455 Cliff Shadows Parkway, Ste. 220
Las Vegas, NV 89129
Case No.: 09-34216
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: Georganne W. Bradley, Esq.
Kaempfer Crowell Et Al.
3800 Howard Hughes Pkwy., Seventh Floor
Las Vegas, NV 89169
Tel: (702) 792-7000
Fax: (702) 796-7181
Email: gbradley@kcnvlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $10,001,500,
and total debts of $9,836,400.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Thomas J. Devore, the company's CEO.
ABITIBIBOWATER INC: Certain Retirement Plan Shares Deregistered
---------------------------------------------------------------
In a Form S-8 filed with the Securities and Exchange Commission
on December 22, 2009, David J. Paterson, president and chief
executive officer at AbitibiBowater, Inc., disclosed the
deregistration of certain shares of common stock of
AbitibiBowater Inc. Retirement Savings Plan that were not sold
under a securities offering.
Mr. Paterson related that AbitibiBowater previously registered
9,200,000 shares of common stock, par value $0.01 per share, of
the Company, which were to be offered and sold pursuant to the
Bowater Incorporated Retirement Savings Plan and later renamed
as the AbitibiBowater Inc. Retirement Savings Plan, as amended
and an indeterminate amount of plan interests, in addition to
other securities offered under other plans.
Effective August 13, 2009, participants in the Plan were no
longer permitted to direct the investment of their deferrals into
a stock fund comprised of the Shares and all those Shares
previously held in the stock fund were subsequently liquidated.
As a result, the offering has terminated, Mr. Paterson said.
The Company filed with the SEC the Post-Effective Amendment to
the Registration Statement to reflect the deregistration of
Shares and Plan interests which were not sold.
The Registration Statement, however, remains in effect for the
other plans and securities registered, Mr. Paterson noted.
About AbitibiBowater
Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products. It is the eighth largest publicly traded pulp and paper
manufacturer in the world. AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.
The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey
presides over the case. The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day. Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings. The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also
handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.
As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
ABITIBIBOWATER INC: Lazard Bills $1.2 Mil. for May to Oct. Work
---------------------------------------------------------------
These firms ask the U.S. Bankruptcy Court to award them fees and
reimburse their expenses on account of services rendered in
AbitibiBowater Inc.'s Chapter 11 cases for the second interim
quarter period ending October 31, 2009:
Professional Fee Period Fees Expenses
------------ ---------- -------- --------
Lazard Freres & Co. 05/04/09 to $1,200,000 $34,402
10/31/09
FTI Consulting, Inc. 08/01/09 to 825,000 12,821
10/31/09
Young Conaway Stargatt 08/01/09 to 225,006 27,403
& Taylor LLP 10/31/09
Bennett Jones LLP 08/01/09 to 218,948 36,790
10/31/09
Bayard, P.A. 08/01/09 to 76,438 7,482
10/31/09
Paul, Hastings, Janofsky & Walker LLP also sought the Court's
allowance of its fees, totaling $1,200,217, and reimbursement of
expenses, aggregating $17,398, for the fee period from April 28
to August 31, 2009.
* * *
Judge Carey allowed these professionals' fee applications for the
first interim period ending July 31, 2009:
Professional Fee Period Fees Expenses
------------ ---------- -------- --------
Paul, Weiss, Rifkind, 04/16/09 to $3,314,539 $183,216
Wharton & Garrison LLP 07/31/09
Blackstone Advisory 04/16/09 to 1,574,000 21,023
Services L.P. 06/30/09
Deloitte Tax LLP 04/16/09 to 726,986 33,647
07/31/09
Huron Consulting LLC 04/16/09 to 715,602 144,724
06/30/09
Troutman Sanders LLP 04/16/09 to 520,639 21,118
07/31/09
Ernst & Young LLP 04/16/09 to 359,174 4,776
07/31/09
PricewaterhouseCoopers 05/11/09 to 305,992 0
LLP, U.S. 05/31/09
Young Conaway Stargatt 04/16/09 to 339,619 90,181
& Taylor, LLP 07/31/09
Hogan Hartson LLP 06/01/09 to 55,325 63
06/30/09
Direct Fee Review LLC 07/14/09 to 2,072 2,072
07/31/09
The Court also approved the reimbursement of FTI Consulting,
Inc.'s expenses for the period ending July 31, 2009, totaling
$25,917. The Court's order is consistent with the recommendation
of Direct Fee Review LLC, the duly appointed fee auditor in the
Chapter 11 cases.
About AbitibiBowater
Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products. It is the eighth largest publicly traded pulp and paper
manufacturer in the world. AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.
The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey
presides over the case. The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day. Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings. The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also
handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.
As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
ACCELR8 TECHNOLOGY: Posts $411,981 Net Loss in October 31 Quarter
-----------------------------------------------------------------
Accelr8 Technology Corporation reported a net loss of $411,981 on
total revenues of $15,549 for the three months ended October 31,
2009, compared to a net loss of $224,099 on total revenues of
$300,652 for the same period last year.
OptiChem(R) revenues were $15,549 as compared to $652 during the
three month period ended October 31, 2008. Technical development
fees during the three-month period ended October 31, 2009, were $0
as compared to $300,000 during the three-month period ended
October 31, 2008.
At October 31, 2009, the Company had $4,852,247 in total assets,
$1,360,559 in total liabilities, and $3,491,688 in total
stockholders equity.
A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4ccc
Going Concern Doubt
The Company has incurred significant operating losses. As of
October 31, the Company has limited financial resources and has
not been able to generate positive cash flow from operations. At
October 31, 2009, as compared to July 31, 2009, cash and cash
equivalents decreased by $391,609 from $862,076 to $470,467,
or approximately 45.4% and the Company's working capital decreased
$406,862 or 51.8% from $785,114 to $378,252. "These factors raise
substantial doubt about our ability to continue as a going
concern."
About Accelr8 Technology
Based in Denver, Colo., Accelr8 Technology Corporation (Amex: AXK)
-- http://www.accelr8.com-- develops and commercializes an
integrated system to identify bacteria and their mechanisms of
antibiotic resistance in critically ill patients. The ccompany
develops materials and instrumentation for applications in medical
diagnostics, basic research, drug discovery, and bio-detection in
the United States.
AFFINITY GROUP: Lenders Extend Interest Payment Date to Jan. 12
---------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding. The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.
On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.
The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc. As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30-day grace
period for the payment of interest that was to have been paid on
that date. Pursuant to the Institutional Consents, the Company
has agreed to pay the legal fees for a law firm to represent the
holders who signed the Institutional Consents in connection with
such discussions and has paid a $150,000 retainer to that law
firm. In addition, the Company has paid a consent fee equal to ¬
of 1% of the principal amount to the holders who signed the
Institutional Consents or an aggregate of $164,600.
As of December 29, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to January 12, 2010. As of October 28, 2009, the
holders who signed the Other Consents have agreed to extend the
interest payment date on their AGHI Notes to the date that is five
business days after the date of termination of the Institutional
Consents, including any additional extensions of the Institutional
Consents.
About Affinity Group
Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts. The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.
At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit. The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.
Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.
ALASKA COMMS: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Alaska
Communications Systems is a borrower traded in the secondary
market at 94.40 cents-on-the-dollar during the week ended
Thursday, Dec. 31, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal. This
represents an increase of 0.70 percentage points from the previous
week, The Journal relates. The loan matures on Feb. 1, 2012. The
Company pays 275 basis points above LIBOR to borrow under the
facility. The bank debt carries Moody's Ba3 rating and Standard &
Poor's BB- rating. The debt is one of the biggest gainers and
losers among 166 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Dec. 31, 2009.
As reported by the Troubled Company Reporter on Nov. 24, 2009,
Moody's affirmed Alaska Communications Systems Holdings, Inc.'s B1
corporate family rating, B1 probability of default rating, and the
Ba3 rating applicable to the company's bank credit facility.
Concurrently, Moody's also affirmed the prevailing SGL-3
speculative grade liquidity rating (indicating adequate
liquidity). The rating outlook remains stable.
Alaska Communications Systems Holdings, Inc., is a leading
integrated communications provider based in Anchorage, Alaska.
ACSH is the state's incumbent wireline operator, owns an extensive
IP backbone serving the enterprise segment and also operates an
extensive 3G wireless network in the state of Alaska.
AMERICAN INT'L: Executives Struggled for Answers Amid Crisis
------------------------------------------------------------
ABI reports that when the Financial Products unit that made AIG
billions of dollars in the largely unregulated world of financial
derivatives began to deflate in 2007, AIG executives found
themselves in a financial fog as one of the world's most
successful companies began its descent to the epicenter of last
year's financial collapse.
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.
AMES TAPING: Barrier Advisors to Run Expedited Sale Process
-----------------------------------------------------------
Barrier Advisors has been retained to conduct the sale of Ames
Holding Corp. and its U.S. Subsidiaries. Ames is the leading
designer, manufacturer, marketer and distributor of automatic
taping and finishing tools in the United States. Barrier Advisors
is in charge of running an expedited sale process, with qualified
bids due on or before Jan. 27, 2010, subject to court approval.
Based in Duluth, Ga., Ames is the only ATF company that has
effectively employed a comprehensive, sustainable business model
including the rental and sale of ATF tools, coupled with a variety
of drywall related merchandise, through a nationwide network of 72
stores and 126 franchisees. The Company maintains a rental fleet
of over 191,000 tools through two service centers, which also
offer in-house tool servicing to the sold tools market and
distribution of Ames private label merchandise.
Serving large and small independent finishing contractors in the
residential and commercial construction markets, Ames' ATF tools
enable contractors to finish drywall joints three to four times
faster and with more uniform results than hand finishing methods,
resulting in significant cost and quality advantages.
According to Peter Alexander, Chief Restructuring Officer of Ames,
despite the company's leading market position, the demand for ATF
products directly corresponds to the health of the construction
industry. "While Ames benefited from an aggressive growth
strategy during the building boom earlier in this decade, the
widespread and dramatic downturn in the residential and commercial
markets negatively affected the company," said Alexander. The
resulting decrease in product demand and revenue caused the
company to file for Chapter 11 bankruptcy protection on
December 14, 2009.
Hired by a special committee of the Ames' board, Barrier Advisors
is managing the sale of the company during the bankruptcy
proceedings. Subject to Section 363 rules, the sale process is
open to overbids. A stalking horse bidder has already been
qualified, and a purchase agreement has been signed, subject to
bankruptcy court approval. Barrier is seeking bids from other
interested parties that exceed the stalking horse bid.
According to Kent Laber, senior managing director of Barrier
Advisors, competing bids must exceed the stalking horse bid by a
$500,000 breakup fee in addition to expenses, plus a minimum
initial overbid of $250,000. The stalking horse bid consists of
new term loans totaling $18 million, plus 21.5 percent of the go-
forward ownership of the company -- the proceeds of which will go
to the Ames' prepetition lenders.
"This sale represents a rare opportunity to acquire a niche
category leader at the cyclical trough of the residential and
commercial construction market," said Laber. "Any investor with
either a background or interest in building products should be
looking at this deal."
"Given the strength of Ames' brand and market share, we expect
considerable interest by both strategic and financial buyers,"
said David Prieto, vice president of Barrier Advisors. "Potential
bidders must move quickly, in accordance with the bidding
procedures and January deadlines."
"Proceeds from the sale will allow us to recapitalize our balance
sheet while substantially reducing our liabilities," said Drew
Garner, Ames' Chief Financial Officer. "Proper handling of this
transaction is critical to our ongoing success. Barrier Advisors'
experience in 363 sales and their ability to complete special
situations transactions under expedited time frames gave us
confidence that the job would be done right."
About Ames Taping Tool Systems
Based in Duluth, Ga., Ames is the leading designer, manufacturer,
marketer, and distributor of automatic taping and finishing (ATF)
tools used by residential and commercial interior drywall
contractors to finish drywall joints prior to painting,
wallpapering, or other forms of final treatment. Ames' principal
business is the rental and services of its fleet of approximately
200,000 ATF tools under its flagship Bazooka(R) brand name through
its network of more than 200 company-owned stores, franchised
locations, field vans and rental stations located throughout the
U.S. and Canada.
APPALACHIAN FUELS: Renewal Permit For Coal Ash Site Denied
----------------------------------------------------------
The Associated Press reports that Appalachian Fuels' renewal
permit to continue operating a coal ash disposal site in Davies
County was denied because it failed to detail what it would cost
to eventually close the landfill.
Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produces and sells coal for electric utilities and coking
coal plants. It has surface mines and underground mining
operations in eastern Kentucky and West Virginia. Appalachian
Fuels, LLC operates as a subsidiary of Energy Coal Resources, Inc.
On June 11, 2009, an involuntary petition for liquidation under
Chapter 7 was filed against Appalachian Fuels, LLC in the U.S.
Bankruptcy Court for the Eastern District of Kentucky. On June
29, 2009, the involuntary petition was approved by the Court. On
July 2, 2009, the Chapter 7 petition against Appalachian Fuels,
LLC was converted to Chapter 11 bankruptcy.
ASI TECHNOLOGY: Piercy Bowler Raises Going Concern Doubt
--------------------------------------------------------
Piercy Bowler Taylor & Kern, in Las Vegas, expressed substantial
doubt about ASI Technology Corporation and subsidiaries' ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.
"The Company has had losses from continuing operations for the
last two years, and management believes the Company may be unable
to cover the Company's future operating expenses. These factors
raise substantial doubt about the Company's ability to continue as
a going concern."
The Company reported a net loss of $213,115 for the year ended
September 30, 2009, compared to a net loss of $2,716,037 for the
year ended September 30, 2008.
The Company recorded a loan loss provision in fiscal 2008 of
$2,948,370 due to note impairment caused primarily by declines in
collateral values. During fiscal 2009 the Company worked through
foreclosure and related actions related to its note portfolio and
incurred an additional loan loss provision of $67,598.
Interest and fee income from notes was $66,162 for the year ended
September 30, 2009, compared to $810,992 for the comparable period
in 2008. During 2009 all the Company's real estate loans became
impaired and no longer generated interest income, and the Company
was forced to take recovery actions related to each note.
During fiscal 2009, the Company exchanged two notes previously
fully reserved for water rights resulting in a gain on recovery of
$381,000.
Other investment income for the year ended September 30, 2009, was
$20,104 compared to $11,440 for the prior year and consisted
primarily of earnings from cash balances and other investments.
Balance Sheet
At September 30, 2009, the Company had total assets of $3,140,716,
total liabilities of $160,135, and total shareholders' equity of
$2,980,681.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4cda
About ASI Technology
Based in Henderson, Nevada ASI Technology Corporation (OTC BB:
ASIT) is a specialty finance company providing commercial and
venture capital financing. The Company also focuses on the
development of plasma technology for sterilization and
decontamination.
ATEF ADDAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Atef Addam
dba Fountan Valley Glass & Screen
fdba Garden Grove Glass Fabrication
dba Garden Grove Glass & SCreen Co.
dba Grove & Glass & Screen
dba Garden Grove Glass & Screen
dba Garden Grove Glass Company
aka Grove Glass Fabricators
fdba Grove Glass Designs
aka Garden Grove Glass Distributors
dba Garden Grove Glass
18984 Mount Cimarron Street
Fountain Valley, CA 92708-7313
Bankruptcy Case No.: 09-24421
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Erithe A. Smith
Debtor's Counsel: Marc C. Forsythe, Esq.
18101 Von Karman Avenue, Ste 510
Irvine, CA 92612
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: kmurphy@goeforlaw.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/cacb09-24421.pdf
ATRINSIC INC: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------
Atrinsic, Inc., received a notice on December 28, 2009, from the
NASDAQ Stock Market indicating that the Company no longer meets
the minimum bid price requirement for continued listing on the
NASDAQ Global Market as set forth in Marketplace Rule 5450(a)(1).
The notice stated that the bid price of the Company's common stock
has closed below the required minimum $1.00 per share for the
previous 30 consecutive business days. The NASDAQ notice has no
immediate effect on the listing of the Company's common stock and
the Company's common stock will continue to trade under the symbol
ATRN.
In accordance with NASDAQ rules, the Company has until June 22,
2010, to regain compliance with the minimum closing bid price
rule. If at any time before June 22, 2010, the bid price of the
Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, NASDAQ will notify the
Company that it has regained compliance with the minimum bid price
rule.
In the event the Company does not regain compliance with the rule
prior to June 22, 2010, NASDAQ will notify the Company that its
securities are subject to delisting. However, the Company may
appeal the delisting determination to a NASDAQ hearing panel and
the delisting will be stayed pending the panel's determination.
Alternatively, the Company may apply to transfer the listing of
its common stock to the NASDAQ Capital Market if it satisfies all
criteria for initial listing on the NASDAQ Capital Market, other
than compliance with the minimum bid price requirement. If such
application to the NASDAQ Capital Market is approved, then the
Company may be eligible for an additional grace period.
The Company intends to actively monitor the bid price for its
common stock between now and June 22, 2010, and will consider
available options to regain compliance with the Nasdaq minimum bid
price requirements.
About Atrinsic
Atrinsic, Inc. is aninternet marketing company. Atrinsic is
organized as a single segment with two principal offerings: (1)
Transactional services -- offering full service online marketing
and distribution services which are targeted and measurable online
campaigns and programs for marketing partners, corporate
advertisers, or their agencies, generating qualified customer
leads, online responses and activities, or increased brand
recognition; and (2) Subscription services -- offering our
portfolio of subscription based content applications direct to
users working with wireless carriers and other distributors.
Atrinsic brings together the power of the Internet, the latest in
mobile technology, and traditional marketing/advertising
methodologies, creating a fully integrated multi platform vehicle
for the advanced generation of qualified leads monetized by the
sale and distribution of subscription content, brand-based
distribution and pay-for-performance advertising.
AURORA PITTSBURGH: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aurora Pittsburgh, L.P.
Prospect Park
1553 Parkline Drive
Pittsburgh, PA 15227
Bankruptcy Case No.: 09-29476
Chapter 11 Petition Date: December 29, 2009
Debtor-affiliate that filed separate Chapter 11 petition December
29, 2009:
Entity Case No.
------ --------
Aurora Pittsburgh II, L.P. 09-29478
Debtor-affiliates that file separate Chapter 11 petitions December
3, 2009:
Entity Case No.
------ --------
Aurora Pittsburgh II, LLC 09-28919
Aurora Pittsburgh III, LLC 09-28920
Aurora Pittsburgh, LLC 09-28916
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
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/pawb09-29476.pdf
The petition was signed by Lorenzo Cesare, manager of the Company.
AVIS BUDGET: Bank Debt Trades at 3% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 96.98
cents-on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.46
percentage points from the previous week, The Journal relates.
The Company pays 125 basis points above LIBOR to borrow under the
loan facility, which matures on April 1, 2012, and carries Moody's
Ba3 rating and Standard & Poor's BB- rating. The debt is one of
the biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 31, 2009.
Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.
Avis Budget Car Rental LLC and Avis Budget Group Inc. carry CCC+
corporate credit ratings from Standard & Poor's.
AXIANT LLC: Case Converted to Chapter 7 After NCO Deal Breaks Down
------------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware last week entered an order converting the chapter 11
bankruptcy case of Axiant, LLC, to a chapter 7 liquidation.
Axiant filed for chapter 11 bankruptcy protection on November 20
to effectuate a sale of its assets to NCO Group, Inc. for between
$7 million and $10 million.
However, Axiant's attempt to sell its assets ultimately failed,
resulting in the chapter 7 conversion.
As reported by the Troubled Company Reporter on December 11, 2009,
NCO Group terminated its proposal to acquire Axiant, saying it
would continue to pursue the asset sale in the bankruptcy process.
Axiant had said it would pursue an open auction.
NetDockets relates that according to Axiant's conversion motion,
Axiant contacted the only other party that had expressed interest
in its assets following a pre-bankruptcy marketing effort. That
effort to secure an alternate stalking horse bidder was also
unsuccessful.
About Axiant LLC
Huntersville, North Carolina-based Axiant, LLC, aka MBSolutions
LLC, filed for Chapter 11 bankruptcy protection on November 20,
2009 (Bankr. D. Delaware Case No. 09-14118). Michael R. Nestor,
Esq., and Pilar G. Kraman, Esq., at Young Conaway Stargatt &
Taylor, LLP, assist the Company 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.
BOWLNEBRASKA LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: BowlNebraska, L.L.C.
20902 Cumberland Dr
Elkhorn, NE 68022
Bankruptcy Case No.: 09-83398
Chapter 11 Petition Date: December 18, 2009
Court: United States Bankruptcy Court
District of Nebraska (Omaha Office)
Debtor's Counsel: T. Randall Wright, Esq.
Baird Holm LLP
1500 Woodmen Tower
Omaha, NE 68102-2068
Tel: (402) 636-8228
Email: rwright@bairdholm.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Theodore G. Baer, manager of the
Company.
BLUEKNIGHT ENERGY: James Dyer Named CEO of General Partner
----------------------------------------------------------
The Board of Directors of Blueknight Energy Partners G.P., L.L.C.,
the general partner of Blueknight Energy Partners, L.P., on
December 16, 2009, appointed James C. Dyer, IV as the Chief
Executive Officer of the General Partner.
Mr. Dyer, 62, currently serves as a member of the Board of
Directors of the General Partner and has served as a director and
Vice President, Projects and Business Development, of Vitol, Inc.
since 2005. Vitol, Inc. controls the General Partner.
Mr. Dyer first joined Vitol in 1990, where he was responsible for
structured financing and project development. From 2001 to 2003,
Mr. Dyer served as Corporate Senior Vice President and Chief
Commercial Officer for El Paso Merchant Petroleum, and from 1998
to 2001 he served as an officer in various capacities at Engage
Energy US, L.P., a natural gas and electric power marketing joint
venture between the Coastal Corporation and Westcoast Energy
(Canada). From 1996 to 1998, he was President and CEO of Euromin,
Inc., a Vitol subsidiary engaged in trading aluminum and other
nonferrous metals. Prior to that time, he was Chief Economist for
Texas Commerce Bank. Mr. Dyer is a Chartered Financial Analyst
and a Financial Analysts Federation Fellow and holds degrees in
accounting and economics.
The General Partner and the Partnership will not compensate Mr.
Dyer in connection with his appointment as Chief Executive
Officer, and Vitol, Inc. has informed the General Partner and the
Partnership that it will not seek reimbursement of administrative
costs relating to any compensation payable to Mr. Dyer by Vitol,
Inc.
A subsidiary of the Partnership provides crude oil terminalling
and storage services to Vitol, Inc. pursuant to a take or pay,
fee-based, contract for approximately 2 million barrels of storage
capacity at the Cushing Interchange. This contract was assigned
to a subsidiary of the Partnership in connection with its
acquisition of certain storage capacity at the Cushing Interchange
that was completed on May 30, 2008. During the year ended
December 31, 2008, the Partnership recognized revenues of
approximately $6.5 million for the provision of crude oil
terminalling and storage services pursuant to this contract.
About Blueknight Energy Partners
Blueknight Energy Partners, L.P., formerly SemGroup Energy
Partners, L.P. -- http://www.BKEP.com/-- owns and operates a
diversified portfolio of complementary midstream energy assets
consisting of approximately 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, approximately 6.7 million
barrels of which are located at the Cushing, Oklahoma interchange,
approximately 1,150 miles of crude oil pipeline located primarily
in Oklahoma and Texas, over 200 crude oil transportation and
oilfield services vehicles deployed in Kansas, Colorado, New
Mexico, Oklahoma and Texas and approximately 7.4 million barrels
of combined asphalt and residual fuel storage located at 46
terminals in 23 states. The Partnership provides crude oil
terminalling and storage services, crude oil gathering and
transportation services and asphalt services. The Partnership is
based in Tulsa, Oklahoma.
At September 30, 2009, the Company had total assets of
$316.8 million against total current liabilities of $27.9 million,
and long-term debt of $422.4 million, resulting in partners'
deficit of $133.6 million.
Going Concern
Due to the events related to the bankruptcy filings of SemGroup,
L.P., including decreased revenues in SemGroup Energy Partners'
crude oil gathering and transportation and asphalt services
segments, increased general and administrative expenses related to
legal and financial advisors as well as other related costs, and
uncertainties related to securities and other litigation, SemGroup
Energy Partners continues to face uncertainties with respect to
its ability to comply with covenants under its credit facility.
These factors raise substantial doubt about SemGroup Energy
Partners' ability to continue as a going concern.
BP GILBERT: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BP Gilbert, LLC
11700 W. Charleston Blvd., #170-32
Las Vegas, NV 89135
Bankruptcy Case No.: 09-34276
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Linda B. Riegle
Debtor's Counsel: Bob L. Olson, Esq.
Greenberg Traurig LLP
3773 Howard Hughes Pkwy, Ste 500
Las Vegas, NV 89169
Tel: (702) 792-3773
Fax: (702) 792-9002
Email: lvecffilings@gtlaw.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
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-34276.pdf
The petition was signed by Joseph Bonifatto, manager of the
Company.
BP PHOENIX: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BP Phoenix, LLC
11700 W. Charleston, #170-32
Las Vegas, NV 89135
Bankruptcy Case No.: 09-34267
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Bruce A. Markell
Debtor's Counsel: Bob L. Olson, Esq.
Greenberg Traurig LLP
3773 Howard Hughes Pkwy, Ste 500
Las Vegas, NV 89169
Tel: (702) 792-3773
Fax: (702) 792-9002
Email: lvecffilings@gtlaw.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
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-34267.pdf
The petition was signed by Joseph Bonifatto, manager of the
Company.
BROWN'S CHICKEN: Owners' Falling Out Cues Bankruptcy Filing
-----------------------------------------------------------
Elmhurst-based Brown's Chicken & Pasta on December 29, 2009, filed
for Chapter 11 bankruptcy. Brown's 39 area outlets, all but three
of which are owned by franchisees, remain open for business.
The Associated Press says Brown's Chicken listed assets of between
$100,000 and $500,000, and debts of about $10 million. The filing
came after a DuPage County judge order the Company to pay $800,000
to a former vice president and minority shareholder that filed a
wrongful termination lawsuit but the Company could not pay the
judgment, AP says.
Brown's Chicken & Pasta Inc. operates a chicken restaurant.
Chicago Tribune relates Brown's woes appear to stem largely from a
falling out between Frank Portillo Jr., who owns 65% of Brown's,
and Thomas Kennefick, who owns 35%. Mr. Kennefick had been
Brown's vice president since 1973.
Over time, the two developed different views on how the company
should be run, said Rick Golding, Esq., a bankruptcy attorney for
Brown's, according to Tribune. They eventually parted ways, with
Mr. Kennefick saying he was terminated in 2007. Mr. Kennefick
then sued, with his attorney, Rob Lang, Esq., characterizing his
client's beef against Mr. Portillo as one of "shareholder
oppression."
Tribune relates that in October 2009, Brown's was ordered by a
DuPage County court to pay $882,000 to Mr. Kennefick, with
$294,000 of that due on Dec. 28, Mr. Lang said. The payment is
for the value of Mr. Kennefick's stock in Brown's.
"They couldn't pay the judgment," Mr. Golding said, according to
Tribune. "It would have made the company insolvent."
But Mr. Lang believes Brown's could pay it. "I think it's just
out of spite," he said of the bankruptcy, according to Tribune.
"It's a business divorce, which can be worse than a personal
divorce."
Brown's listed assets of $100,001 to $500,000 in its bankruptcy
filing, and liabilities of more than $1 million.
In 1993, seven workers at a Brown's Chicken outlet in Palatine
were slain, damaging business at the Chicago-area chicken chain
for years. According to Mr. Portillo, "it got to the point where
we were dropping 35 percent to 40 percent in sales in the Chicago
market." Mr. Portillo said Brown's came close to bankruptcy but
eventually rebounded. But "we never truly recovered," Mr.
Portillo said.
BUCKINGHAM FIN'L: Helmut Landwehr Want Chapter 11 Case Dismissed
----------------------------------------------------------------
Helmut Landwehr, et al., have asked the U.S. Bankruptcy Court for
the Eastern District of Texas to dismiss Buckingham Financial,
LLC's Chapter 11 bankruptcy case.
Helmet Landweher, et al., are investors in the TRA Operating
Partnerships. Today Realty Advisors, Inc. was started by Eric and
Christine Brauss and is involved in at least 39 active operating
limited partnerships for the acquisition of raw land and/or
development of commercial property, including a property for
purposes of constructing a JC Penney and Target in Albuquerque,
New Mexico. Under the terms of the July 29, 2009 Letter,
Mr. Brauss acknowledged that $2,038,000 of the TRA Unser LP's
investors' monies that had been acquired to purchase the property
hadn't been used to acquire the land, but rather was diverted to
Today Financial LLC in September and October 2008. According to
the July 2009 Letter, Mr. Brauss offered as a compromise to
provide a personal guaranty of the monies that had been diverted,
as well as to place a security interest on certain collateral from
TRA, Inc. In November 2009, Mr. Landwehr and additional investors
became aware that the Brausses had diverted funds from another of
the TRA Investment Partnerships.
The total investment, including debt and equity in Margaux
Parkwood Partners, Ltd., was $30,000,000. About $6,000,000 of
that amount would come from investor equity to be invested by CDB
Parkwood Crossing, L.P., into Margaux, while the remaining
$24,000,000 would be loaned to Margaux from First United bank of
McKinney. The total development cost of the project was estimated
to be $30,000,000.
Mr. Silverman divulged to Mr. Landwehr that although the CDBPC
investors had contributed the required $6,000,000 into CDBPC, that
money wasn't contributed to Margaux. About $1,979,927.28 of the
investor's $6,000,000 was transferred to Margaux. CDBPC records
reveal that Today Financial Corporation received $3,415,840 for
monies that were diverted from their intended purposed.
In November 2009, Mr. Landwehr contacted Mr. Brauss to arrange a
meeting to discuss CDBPC and investment partnership Maruhn-Finanz-
Partners XXV, L.P., and its operating partnership TRA Portefino
Tech, L.P., but Mr. Brauss was unavailable. Mr. Landwehr traveled
to the Defendants' offices in Dallas, Texas and observed that the
books and records from the offices were being removed. He was
told by Sue Shelton, Executive Vice President of TRA, Inc., that
the books and records of the Investment and Operating Partnerships
were being transferred out of the business offices, delivered to
storage, and that the associated accounting staff had all been
fired.
As a result of the diversion of the $2,038,000 of TRA Unser
proceeds, as well as the diversion of the CDBPC's $4,000,000, the
monies were unlawfully transferred to or from other partnerships.
The Movants then filed their Original Petition and Application for
Temporary Restraining Order and Temporary Injunctive Relief and
Motion for Appointment of Auditor in the 116th Judicial District
Court in Dallas County, Texas (the Lawsuit) against Today Realty
Advisors, Inc.; Today Financial Corporation; Today Financial, LLC;
Today Realty Investments, Inc.; Buckingham Financial, LLC; CDB
Holdings, LP; Eric Brauss, Christine Brauss and Quorum Equities
Group, LLC.
The district court granted a limited Temporary Restraining Order,
setting a November 24, 2009 hearing to determine whether the TRO
should be continued and ordering that Defendants' assets be frozen
until completion of the district court's hearing the next day.
During the hearing, the district court ruled that these be
enjoined from spending, distributing, encumbering or otherwise
transferring any inters in any funds or assets under their
control:
a. Today Realty Advisors, Inc., Today Financial Corporation,
Today Financial LLC, Today Realty Investments, Inc., and
CDB Holdings LP;
b. Mr. Brauss; and
c. Ms. Brauss.
The court also ruled that the Defendants and Plaintiffs be
enjoined from destroying, concealing, altering, removing or
otherwise disposing of any of the books and/or records of
Defendants and the partnerships.
The TRO was ordered to remain in effect until 11:59 p.m. on
December 9, 2009, and a Temporary Injunction hearing was scheduled
for December 8, 2009 at 10:00 a.m. The Court also appointed an
auditor and granted Movants' request for expedited discovery in
preparation for the Temporary Injunction hearing.
On November 30, 2009, Mr. Brauss asserted his Fifth Amendment
privilege against self-incrimination in response to a deposition
notice and discovery served upon his counsel pursuant to the
Court's TRO allowing expedited discovery.
On December 2, 2009, Ms. Brauss invoked the Fifth Amendment in
response to a notice of deposition and discovery requests. The
night before hearing on Movants' request to appoint a receiver and
one day prior to the Temporary Injunction hearing, Ms. Brauss
placed the Debtor into bankruptcy and removed the pending state
court Lawsuit to the Bankruptcy Court for the Northern District of
Texas, Dallas Division.
The Movants say that "a party may not use the Fifth Amendment
privilege against self-incrimination as both a shield and a sword
. . . . A party who uses the privilege to protect relevant
information from his opponent uses his Fifth Amendment shield as a
sword."
At least four other state court actions are pending in Dallas
County District Courts concerning the same facts. In two of those
pending lawsuits, a receiver has already been appointed over the
some of the TRA Operating Partnerships. One or more of the
pending state court cases also have pending motions to consolidate
and/or transfer to the cases the district court so that one court
may collectively and uniformly decide the fate of the
partnerships.
About Buckingham Financial
Plano, Texas-based Buckingham Financial, LLC, operates as a real
estate business. The Company filed for Chapter 11 bankruptcy
protection on December 6, 2009 (Bankr. E.D. Tex. Case No. 09-
43863). John P. Lewis, Jr., Esq., who has an office in Dallas,
Texas, assists the Company 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.
BUFFALO HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Buffalo Holdings, LLC
622 Fertilla Street, Suite B
Carrollton, GA 30117
Bankruptcy Case No.: 09-14596
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
Northern District of Georgia (Newnan)
Debtor's Counsel: J. Nevin Smith, Esq.
Smith Diment Conerly, LLP
402 Newman Street
Carrollton, GA 30117
Tel: (770) 834-1160
Fax: (770) 834-1190
Email: cstembridge@smithdiment.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
7 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ganb09-14596.pdf
The petition was signed by Randy Simpkins, authorized member of
the Company.
BURTON CREEK: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Burton Creek Investments, LLC
2593 W. Roosevelt Blvd.
P.O. Box 748
Monroe, NC 28111
Bankruptcy Case No.: 09-33587
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: George R. Hodges
Debtor's Counsel: R. Keith Johnson, Esq.
1275 South Hwy 16
Stanley, NC 28164
Tel: (704) 827-4200
Fax: (704) 827-4477
Email: rkjpa@bellsouth.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A full-text copy of the Debtor's petition, including a list of its
14 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ncwb09-33587.pdf
The petition was signed by C. Mark Tyson, member of the Company.
CAPMARK FINANCIAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
A. Real Property $0
B. Personal Property
B.1 Cash on hand 0
B.2 Bank Accounts
Citibank Escrow Concentration Acct XXXX-6678 124,253,043
PNC Corporate MMDA XXXX-6993 102,000,866
PNC Corporate MMDA XXXX-5819 107,605,365
PNC Corporate MMDA XXXX-7005 90,538,065
PNC Corporate MMDA XXXX-6977 70,976,376
Others 110,274,088
B.3 Security Deposit
Berkadia III LLC 40,000,000
Others 1,000
B.4 Household goods 0
B.5 Book, artwork and collectibles 0
B.6 Wearing apparel 0
B.7 Furs and jewelry 0
B.8 Firearms and other equipment 0
B.9 Insurance Policies 0
B.10 Annuities 0
B.11 Interests in an education IRA 0
B.12 Interests in IRA, ERISA, Keogh, et al. 0
B.13 Stock and Interests
100% Equity Interest in Capmark Bank Utah 1,687,776,425
100% Equity Interest in Capmark Ireland 562,111,915
Others 204,540,359
B.14 Interests in partnerships & joint venture Undetermined
B.15 Government and corporate bonds 0
B.16 Accounts Receivable 0
B.17 Alimony 0
B.18 Other Liquidated Debts Owing Debtor
Intercompany Receivable - Capmark Finance 4,831,181,874
Others 834,762,833
B.19 Equitable or future interests 0
B.20 Contingent and non-contingent interests 0
B.21 Other Contingent and Unliquidated Claims 0
B.22 Patents 0
B.23 Licenses, franchises & other intangibles
Non-compete Contracts 4,864,089
B.24 Customer lists or other compilations 0
B.25 Vehicles 0
B.26 Boats, motors and accessories 0
B.27 Aircraft and accessories 0
B.28 Office Equipment 0
B.29 Machinery, equipment and supplies in business 0
B.30 Inventory 0
B.31 Animals 0
B.32 Crops 0
B.33 Farming equipment and implements 0
B.34 Farm supplies, chemicals and feed 0
B.35 Other Personal Property
Capitalized Debt Issuance Costs Asset 60,542,875
TOTAL SCHEDULED ASSETS $8,831,429,185
==========================================================
C. Property Claimed as Exempt $0
D. Creditors Holding Secured Claims Undetermined
E. Creditors Holding Unsecured Priority Claims Undetermined
F. Creditors Holding Unsecured Non-priority Claims
Citibank, N.A. 4,623,967,719
Wilmington Trust FSB 1,200,000,000
Wilmington Trust FSB 637,500,000
Others 1,394,740,188
TOTAL SCHEDULED LIABILITIES $7,856,207,907
==========================================================
About Capmark Financial
Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets. Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing. Capmark operates in North America, Europe and
Asia. Capmark has 1,000 employees located in 37 offices
worldwide.
On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)
Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local
counsel. Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor. Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.
Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.
Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
CAPMARK FINANCIAL: Sends Statement of Financial Affairs
-------------------------------------------------------
Capmark Financial Group Inc., reports that it received income
from various sources within the two years immediately preceding
the Petition Date:
Amount Source
------ --------------
($4,996,563) Equity in income (loss) of joint
ventures and partnerships YTD 2009
$3,721,843 Equity in income (loss) of joint
ventures and partnerships FYE 2008
$30,705,209 Equity in income (loss) of joint
ventures and partnerships FYE 2007
$76,427,721 Interest Income YTD 2009
$244,098,879 Interest Income FYE 2008
$420,674,235 Interest Income FYE 2007
$118,665 Mortgage Servicing Fees YTD 2009
($7,524,986) Net Gains (Losses) on investments
and real estate YTD 2009
($3,924,080) Net Gains (Losses) on investments
and real estate FYE 2008
($4,983,924) Net Gains (Losses) on investments
and real estate FYE 2007
($147,952,732) Net Gains (Losses) on loans
YTD 2009
($437,685,093) Net Gains (Losses) on loans
FYE 2008
($1,826,934) Net Gains (Losses) on loans
FYE 2007
$4,897,264 Net Real Estate Investment
and Other Income YTD 2009
($4,571) Net Real Estate Investment
and Other Income FYE 2008
$1,499,947 Net Real Estate Investment
and Other Income FYE 2007
($31,883) Other Fees FYE 2007
($38,351,472) Other Gains (Losses), Net YTD 2009
$178,367,880 Other Gains (Losses), Net FYE 2008
($65,841,615) Other Gains (Losses), Net FYE 2007
$93,065 Placement Fees FYE 2007
According to Frederick Arnold, executive vice president and chief
financial officer at Capmark, within 90 days prior to the
Petition Date, the Debtor made payments to 17 creditors totaling
$2,963,216,592. A complete schedule of the Creditor Payments is
available for free at http://bankrupt.com/misc/CFGI_Sofa3b.pdf
Within one year to the Petition Date, the Company made payments,
withdrawals and distributions to 18 insiders aggregating
$18,229,916, a complete schedule of which is available at no
charge at http://bankrupt.com/misc/CFGI_Sofa3c.pdf
Within one year to the Petition Date, Capmark became a party to
four separate proceedings pending in the Licking County Court Of
Common Pleas, Ohio, the Supreme Court of the State of New York
and the U.S. District Court for the Western District of Michigan,
relating to rent payment, repayment of debt, indemnification
claim and settlement agreements.
The Company also made payments or property transfers to these
parties for consultation concerning debt consolidation, relief
under the bankruptcy law or preparation of the Chapter 11
Petition within one year immediately preceding the Petition Date:
Payee Amount/Value of Property
------- ------------------------
FTI Consulting, Inc. $1,092,192
Shearman & Sterling LLP 2,050,924
According to Mr. Arnold, certain property -- other than property
transferred in the ordinary course of the business or financial
affairs of the Debtor -- were transferred either absolutely or as
security within two years immediately preceding the Petition
Date, to (i) Capmark Bank in Midvale Utah totaling $902,958,591
and (ii) Capita Asset Services Limited in Westmeath, Ireland for
$2,392,253.
Mr. Arnold disclosed that within one year to the Petition Date,
the Company closed its Brokerage Account with Capmark Securities
Inc., in Denver Colorado and U.S. Treasury Account with Goldman
Sachs & Co., in New York.
The Debtor owned 5 percent or more of the voting or equity
securities of these entities within the six years immediately
preceding the Petition Date:
* Capmark Activos II, S.A. De CV
* Capmark Activos III, S. De. R.L. De C.V.
* Capmark Asset Management GMBH
* Capmark Bank
* Capmark Canada Limited
* Capmark Capital Inc.
* Capmark EI Jersey Holdings, Limited
* Capmark EI Luxemborg S.AR.L.
* Capmark Finance Inc.
* Capmark Foundation
* Capmark France SAS
* Capmark Funding Japan KK
* Capmark Germany GMBH
* Capmark Holdings Ireland Limited
* Capmark Japan KK
* Capmark Mexico Holding, S. De. RK De C.V.
* Capmark Overseas Processing India Private Limited
* Capmark Resources Canada Limited
* Capmark Services UK Limited
* Capmark UK Limited
* CLAS VIII LLC
* Commercial Equity Investments, Inc.
* Crystal Ball Holding of Bermuda Limited
* DealCentral LLC
* Enableus, Inc.
* Escrow Bank USA
* Fund Equity Investments, LLC
* GMACCM Global Capital Assurance LLC
* GRECAM
* Hemisphere I Limited
* Horsham CTC LLC
* Horsham Disposition LLC
* Horsham General Disposition LLC
* Japan Asset Trading Inc.
* Mortgage Asset Trading LLC
* Mortgage Investments, LLC
* Nouvelle Societe Financiere Bazin
* Recuperadora De Deuda
* Sanary Dutch Holdings BV
* SIM CAP LLC
* Tanner Investors, Inc.
* TECFRANCE
* VPN Plus II S. De R.L. De C.V.
* VPN Plus S. De R.L. De C.V.
Mr. Arnold states that within two years prior to the Petition
Date, Paul W. Kopsky, Jr., Richard Chichester and Robert Quigley
kept or supervised the keeping of books of account and records of
Capmark Financial Group. As of the Petition Date, Messrs. Kopsky
and Chichester had possession of the Company's books and records.
Deloitte & Touche audited the books of account and records, or
prepared a financial statement of the Debtor within two years
prior to the Petition Date.
As equity holder, GMACCH Investor LLC directly or indirectly
owns, controls, or holds 75.4% of the voting or equity securities
of the corporation, while GMAC Mortgage Group LLC holds 21.3%.
These officers or directors disclose 0% stock ownership:
* Bradley J. Gross
* Daniel M. Neidich
* Dennis D. Dammerman
* Edward A. Fox
* Frederick Arnold
* Jay N. Levine
* John F. Grundhofer
* Konrad R. Kruger
* Linda A. Pickles
* Michael I. Lipson
* Mohsin Meghi
* Peter F. Bechen
* Rajinder (Raj) Singh
* Richard E. Cage
* Scott C. Nuttall
* Steven P. Baum
* Tagar C. Olson
* Thomas A. Kendall
* Thomas L. Fairfield
* William C. Gallagher
* William C. Hall, Jr.
Mr. Arnold discloses that these officers or directors terminated
their relationship with the Debtor within one year to the
Petition Date:
-- Barry S. Gersten
-- Ely L. Licht
-- Gauri N. Ketcher
-- Glenn Hubbard
-- Gregory J. Mcmanus
-- Marc A. Fox
-- Marcia J. Donner
-- Morgan G. Earnest, Ii
-- Paul W. Kopsky, Jr.
-- Peter A. Widmann
-- Saturnino S. Fanlo
-- Stuart Katz
-- William F. Aldinger III
Within the six-year period immediately preceding the Petition
Date, Capmark Financial Group has been a member of these parent
corporations:
Parent Corporation Taxpayer ID No. (EIN)
------------------ ---------------------
Capmark Financial Group Inc.
Capmark Financial Group & Subsidiaries 91-1902188
General Motors Corporation
General Motors Corporation & Subsidiaries 38-0572515
About Capmark Financial
Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets. Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing. Capmark operates in North America, Europe and
Asia. Capmark has 1,000 employees located in 37 offices
worldwide.
On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)
Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local
counsel. Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor. Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.
Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.
Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
CAPMARK FINANCIAL: Finance's Schedules & Statement
--------------------------------------------------
A. Real Property
116 Welsh Building, Horsham, PA 19044 $5,422,395
120 Welsh Building, Horsham, PA 19044 4,322,144
120 Welsh Building, Horsham, PA 19044 3,781,876
Others 3,274,222
B. Personal Property
B.1 Cash on hand 0
B.2 Bank Accounts
PNC Corporate Operating Account XXXX-5827 114,566,146
Others 13,384,771
B.3 Security Deposit
Chubb - Deposit to Cover Any Workman 40,000
FNMA - FED Agency 19,893,799
Wachovia - Interest on Liquidity Facility 14,330,290
B.4 Household goods 0
B.5 Book, artwork and collectibles 0
B.6 Wearing apparel 0
B.7 Furs and jewelry 0
B.8 Firearms and other equipment 0
B.9 Insurance Policies 0
B.10 Annuities 0
B.11 Interests in an education IRA 0
B.12 Interests in IRA, ERISA, Keogh, et al. 0
B.13 Stock and Interests
100% Equity interest in Capmark REO Holding 71,486,026
100% Equity interest in Commercial Asset 42,444,017
100% Equity interest in Premier Asset 32,266,871
99% Equity interest in Capmark Investments 93,779,999
Others 40,913,755
B.14 Interests in partnerships & joint venture
10.21% Equity interest in GMACCRP II, LP 27,073,747
10.92% Equity interest in Capmark Structured 28,934,416
14% Equity interest in Commercial Realty 20,366,808
8.55% Equity interest in GMACCRP II 22,731,819
Others 1,233,385
B.15 Government and corporate bonds
Pershing LLC as custodian for Capmark Finance 9,263,401
Pershing LLC as custodian for Capmark Finance 2,109,174
Depository Trust & Clearing Corp. 2,769,652
1110 Vermont Renaissance Associates, LLC 4,950,000
Fedwide Securities Service 2,027,640
Others 4,790,851
B.16 Accounts Receivable 0
B.17 Alimony 0
B.18 Other Liquidated Debts Owing Debtor
Capmark Affordable Equity Inc. 53,454,423
Capmark Capital Inc. 809,966,512
Capmark Funding Japan KK 426,693,346
Capmark Ireland Ltd. 25,869,082
Capmark Japan KK 599,734,504
Capmark Mexico Holding 27,546,666
CSRE GP 216,156,375
Crystal Ball Holding of Bermud 26,809,574
Franklin Drive Investors Ltd. 12,561,113
GMACCM of Canada Ltd. 99,719,913
LN # 38873 18,421,102
LN # 46874 15,143,147
LN# 49861 13,442,431
LN# 50360 14,907,374
LN# 51430 16,356,867
LN# 51609 13,988,967
LN# 51698 14,717,317
LN# 51882 83,210,514
LN# 51920 27,729,185
LN# 52462 24,787,655
LN# 53582 21,279,149
LN# 53863 20,225,850
LN# 54084 12,282,376
LN# 54145 19,524,850
LN# 54399 36,137,500
LN# 54547 13,650,000
LN# 54889 24,848,723
LN# 54909 16,014,000
LN# 54923 21,731,144
LN# 55827 12,652,000
LN# 55937 13,515,000
LN# 56018 12,717,484
LN# 56194 45,000,000
LN# 56283 25,284,227
LN# 56340 25,000,000
LN# 56624 65,827,692
LN# 56643 54,293,583
LN# 56780 27,627,443
LN# 56825 66,000,000
LN# 56929 / 56741 35,598,061
LN# 56992 12,935,000
LN# 57089 23,572,809
LN# 57093 48,398,933
LN# 57110 19,521,460
LN# 57145 35,369,754
LN# 57236 15,108,000
LN# 57297 27,965,870
LN# 57500 13,125,002
LN# 57502 14,483,206
LN# 57504 16,084,136
LN# 57506 15,862,983
LN# 57546 14,158,675
LN# 57845 13,248,863
LN# 58083 18,500,000
LN# 58398 37,136,222
LN# 58399 18,699,036
LN# 58701 39,901,382
LN# 58930 16,158,192
LN# 61546 25,399,364
LN# 62343 49,324,896
LN# 65817 12,924,637
LN# 71454 15,460,812
LN# NTC-00002 13,756,770
LN# NTC-00003 25,691,013
LN# NTC-00006 13,367,575
LN# NTC-00012 15,109,841
LN# NTC-00013 12,628,570
LN# NTC-00013 15,333,427
LN# NTC-00020 24,400,000
LN# NTC-00028 16,199,495
LN# NTC-00029 26,010,000
LN# NTC-00038 17,827,335
LN# NTC-00042 23,490,000
Premier Asset Management Co. 45,914,890
Property Equity Invests, Inc. 30,537,364
SJM CAP LLC 91,064,286
Summit Crest Ventures 17,145,721
Various tax and insurance advances 22,026,379
Various trust and loan owners service 12,988,202
LN# NTC-00003 22,651,290
Others 992,917,900
B.19 Equitable or future interests
B.20 Contingent and non-contingent interests
B.21 Other Contingent and Unliquidated Claims 0
B.22 Patents 0
B.23 Licenses, franchises & other intangibles
Mortgage Servicing Rights 386,161,396
B.24 Customer lists or other compilations 0
B.25 Vehicles 0
B.26 Boats, motors and accessories 0
B.27 Aircraft and accessories 0
B.28 Office Equipment
Office equipment, furnishings, supplies 549,594
B.29 Machinery, equipment and supplies in business
Computer software 1,533,166
Fixed asset clearing 2,545,378
Technology 1,046,834
Telecom equipment 350,219
B.30 Inventory 0
B.31 Animals 0
B.32 Crops 0
B.33 Farming equipment and implements 0
B.34 Farm supplies, chemicals and feed
B.35 Other Personal Property
Derivative Asset: Margin with Wachovia Bank 22,211,779
Derivative Asset: Logistikzentrum Bremen 11,349,076
Derivative Asset: Royal Bank Scotland PLC 4,826,057
Derivative Asset: Bank of Tokyo - Mitsubishi 3,406,199
Derivative Asset: Sislark Property SARL 6,413,327
Derivative Asset: The Thorpe Park Limited 3,481,468
Wilis Insurance Premium - Prepaid 8,491,389
Fees paid to Third Party Corporation 3,160,236
Derivative Asset: Watchmoor Estates Limited 5,061,929
Derivative Asset: DDE 36 Limited 1,653,362
Derivative Asset: Prejan Enterprise Limited 1,412,175
Derivative Asset: Signature Property 1 GMBH 1,528,681
Derivative Asset: Signature Property 4 GMBH 1,727,203
Derivative Asset: Signature Property 2 GMBH 1,273,267
Leasehold Improvements - various 1,581,472
Prepaid other less than $100K each 1,246,745
Derivative Asset: DDE 32 Limited 1,051,872
Others 19,781,616
TOTAL SCHEDULED ASSETS $6,131,780,473
==========================================================
C. Property Claimed as Exempt Undetermined
D. Creditors Holding Secured Claims Undetermined
E. Creditors Holding Unsecured Priority Claims Undetermined
F. Creditors Holding Unsecured Non-priority Claims
Capmark Financial intercompany payable $4,831,181,874
Citibank N.A. Credit Agreement 4,623,967,719
Wilmington Trust Floating Rate Notes 1,200,000,000
Others 1,803,395,618
TOTAL SCHEDULED LIABILITIES $12,458,545,210
==========================================================
Statement of Financial Affairs
Within the two years immediately preceding the Petition Date,
Capmark Finance Inc., received income from various sources:
Amount Source
------ --------------
$16,556,714 Assets Management Fees YTD 2009
$19,604,639 Assets Management Fees FYE 2008
$19,179,225 Assets Management Fees FYE 2007
($101,379,712) Equity in income (loss) of Joint
Ventures and Partnerships YTD 2009
($80,008,336) Equity in income (loss) of Joint
Ventures and Partnerships FYE 2008
$16,947,988 Equity in income (loss) of Joint
Ventures and Partnerships FYE 2007
$104,415,965 Interest Income YTD 2009
$309,140,869 Interest Income FYE 2008
$506,251,377 Interest Income FYE 2007
$195,318 Investment Banking Fees and
Syndication Income YTD 2009
$23,688,953 Investment Banking Fees and
Syndication Income FYE 2008
$18,241,213 Investment Banking Fees and
Syndication Income FYE 2007
$98,849,223 Mortgage Servicing Fees YTD 2009
$129,051,510 Mortgage Servicing Fees FYE 2008
$141,120,905 Mortgage Servicing Fees FYE 2007
($8,090,060) Net gains (losses) on investments
and real estate YTD 2009
($19,835,507) Net gains (losses) on investments
and real estate FYE 2008
$38,514,723 Net gains (losses) on investments
and real estate FYE 2007
($271,106,441) Net gains (losses) on loans YTD 2009
($292,981,546) Net gains (losses) on loans FYE 2008
($1,985,192) Net gains (losses) on loans FYE 2007
$10,948,305 Net real estate investment
and other income YTD 2009
$11,042,764 Net real estate investment
and other income FYE 2008
$2,573,010 Net real estate investment
and other income FYE 2007
$6,097,009 Other Fees YTD 2009
$11,823,887 Other Fees FYE 2008
$35,558,410 Other Fees FYE 2007
$68,881,406 Other gains (losses), net YTD 2009
($51,419,077) Other gains (losses), net FYE 2008
($9,316,470) Other gains (losses), net FYE 2007
$41,623,671 Placement Fees YTD 2009
$112,324,708 Placement Fees FYE 2008
$34,304,119 Placement Fees FYE 2007
($1,463) Trust Fees YTD 2009
$49,500 Trust Fees FYE 2007
Frederick Arnold, executive vice president and chief financial
officer at Capmark, said that 90 days prior to the Petition Date,
the Debtor made payments to 732 creditors aggregating
$3,344,468,872. A complete schedule of the Creditor Payments is
available for free at:
http://bankrupt.com/misc/CapmarkFinanceSoFA3b.pdf
Within one year to the Petition Date, the Debtor made payments,
withdrawals and distributions to 57 insiders totaling
$29,099,084, a complete schedule of which is available at no
charge at:
http://bankrupt.com/misc/CapmarkFinanceSoFA3c.pdf
Within one year prior to the Petition Date, Capmark Finance Inc.
became a party to more than 40 proceedings, majority of which are
pending in various county, district and circuit courts. The
Lawsuits relate to, among other things, breach of contract, loan
disputes and tax and code violations.
The Company also made contributions or gave gifts within one year
prior to the Petition Date to charitable institutions, a complete
list of which is available for free at:
http://bankrupt.com/misc/CapmarkFinanceSoFA7.pdf
Mr. Arnold said that the Company incurred loss amounting to
$16,246 due to damaged property on March 1, 2008.
The Company also made payments or property transfers to certain
parties for consultation concerning debt consolidation, relief
under the bankruptcy law or preparation of the Chapter 11
Petition within one year immediately preceding the Petition Date.
A complete schedule of the payments is available for free at:
http://bankrupt.com/misc/CapmarkFinanceSoFA9.pdf
According to Mr. Arnold, property other than those transferred in
the ordinary course of the business or financial affairs of the
Debtor were transferred either absolutely or as security within
two years immediately preceding the Petition Date, to Capmark
Financial Group, Citicorp North America, Inc., and Fannie Mae, in
forms of cash posted as collateral, cash and letter of credit,
asset transfer loans or servicing advances and equity interest,
aggregating $2,782,944,436.
Mr. Arnold said that within one year prior to the Petition Date,
the Company closed 18 accounts with LaSalle Bank, N.A., in
Chicago, Illinois, and four accounts with Pershing LLC in Jersey
City, New Jersey.
Mr. Arnold disclosed that the Company owns or controls various
property being held by Canon U.S.A., Inc., Ikon Financial
Services and Pitney Bowes, Inc. in different locations across the
United States, including copiers, postage meters, good-faith
deposits and withholdings.
Within three years prior to the Petition Date, Capmark Finance
Inc., has occupied various premises in Hawaii, Florida,
California, Minnesota, Louisiana, Texas, Arizona, Washington and
Kansas, Mr. Arnold added.
The Debtor owned 5 percent or more of the voting or equity
securities of more than 100 entities within the six years
immediately preceding the Petition Date. A complete list of the
Entities is available for free at:
http://bankrupt.com/misc/CapmarkFinanceSoFA18.pdf
Within two years prior to the Petition Date, Paul W. Kopsky, Jr.,
Richard Chichester and Robert Quigley kept or supervised the
keeping of books of account and records of Capmark Financial
Group. Messrs. Kopsky and Chichester had possession of the
Company's books and records as of the Petition Date, Mr. Arnold
related.
Deloitte & Touche audited the books of account and records, or
prepared a financial statement of the Debtor within two years
prior to the Petition Date.
As equity holder, Capmark Financial Group Inc. directly or
indirectly owns, controls, or holds 100% of the voting or equity
securities of Capmark Finance Inc. These officers or directors
disclose 0% stock ownership:
* Angela Hutchinson
* Anne Madhu
* Benjamin Mittman
* Charles Halko
* David Sebastian
* David Tolbert
* Dominic Cusatis
* Eric Baum
* Frederick Arnold
* Galen Hain
* John M. Cannon
* Joseph A. Funk
* Karl H. Reinlein
* Lewis J. Delafield
* Linda A. Pickles
* Lori S. Blonder
* Marc F. Joseph
* Marison E. Lauerman
* Mark Ammermuller
* Mark E. McCool
* Michael F. Carp
* Patrick M. Vahey
* Peter B. Kisluk
* Phillip Long
* Richard E. Cage
* Richard Joe
* Richard Chichester
* Robert C. Ballard
* Stephen E. Guthrie
* Stephen P. Jones
* Thomas L. Fairfield
* William C. Gallagher
* William E. Shine
These officers or directors terminated their relationship with
the Debtor within one year to the Petition Date:
-- Barry S. Gersten
-- David Lazarus
-- Ely L. Licht
-- Gauri N. Ketcher
-- James F. Parsley
-- Gregory J. Mcmanus
-- Marc A. Fox
-- Marcia J. Donner
-- Margaret S. Blakey
-- Michael I. Lipson
-- Morgan G. Earnest II
-- Paul W. Kopsky, Jr.
-- Peter A. Widmann
-- Stephen M. Alpart
Within the six-year period immediately preceding the Petition
Date, Capmark Finance Inc. has been a member of these parent
corporations:
Parent Corporation Taxpayer ID No. (EIN)
------------------ ---------------------
Capmark Financial Group Inc.
Capmark Financial Group & Subsidiaries 91-1902188
General Motors Corporation
General Motors Corporation & Subsidiaries 38-0572515
Mr. Arnold disclosed that the Debtor has been responsible for
contributing at any time within the six-year period immediately
preceding the Petition Date to Employees' Retirement Plan for
GMAC Mortgage Group LLC.
About Capmark Financial
Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets. Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing. Capmark operates in North America, Europe and
Asia. Capmark has 1,000 employees located in 37 offices
worldwide.
On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)
Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local
counsel. Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor. Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.
Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.
Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
CAPMARK FINANCIAL: Has OK to Use Up to $75-Mil of Cash Collateral
-----------------------------------------------------------------
On a final basis, Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware authorized Capmark
Financial Group Inc. and its units to use cash collateral for the
period from the Petition Date through the date that is the
earliest to occur of:
(i) December 31, 2010, 5:00 p.m. New York City time;
(ii) the expiration of a Remedies Notice Period; or
(iii) an Event of Default.
The Debtors are authorized to use Cash Collateral in the Reserve
Cash Collateral Sub-Account in the amount not to exceed
$75 million in the aggregate.
The Prepetition Secured Credit Document will govern the rights
and obligations of the Prepetition Secured Lenders and the
Debtors will be required to continue to:
(a) deposit funds in the Collateral Accounts in accordance
with the Prepetition Secured Credit Documents; and
(b) comply promptly with the Prepetition Secured Credit
Agreement.
As further adequate protection, Capmark Financial Group Inc.,
will make payments to the Prepetition Administrative Agent for
the benefit of the Prepetition Secured Lenders:
* payment of the reasonable fees, costs and expenses, whether
prepetition or postpetition, incurred by the Prepetition
Administrative Agent and the Ad Hoc Committee, including,
without limitation, the reasonable fees and expenses of
legal and other professionals retained by the Prepetition
Administrative Agent or the Ad Hoc Committee or that are
otherwise payable by CFGI in accordance with the Prepetition
Secured Credit Documents.
* CFGI will make monthly payments in an amount equal to the
interest payments at the non-default rate that would
otherwise be due and payable to the Prepetition
Administrative Agent.
* CFGI will make Adequate Protection Payments equal to all
amounts contained in the Cash Collateral Account, including
the Reserve Cash Collateral Sub-Account, Non-Reserve Cash
Collateral Sub-Account and Interest Cash Collateral Sub-
Account, above the total unspent Permitted Uses plus
$25 million on a quarterly basis, to be received by the
Prepetition Administrative Agent no later than 10:00 a.m.
prevailing Eastern Time, on each January 27th, April 15th,
July 15th, and October 15th, or, if that date is not a
business day, then on the next succeeding business day.
* The Debtors will not remit to the Prepetition Administrative
Agent or any Prepetition Secured Lender, any Principal
Payments unless and until that party and its Affiliate
Guarantor, if applicable, executes and delivers to the
Prepetition Administrative Agent as well as counsel for the
Prepetition Administrative Agent, the Debtors, the Official
Committee of Unsecured Creditors, on or before the date that
is 10 business days prior to each Quarterly Payment Date, a
certification.
Prior to the entry of the Court's order, the Debtors delivered to
the Court a revised form of proposed final order authorizing the
use of cash collateral.
A full-text copy of the Final Cash Collateral Order is available
for free at:
http://bankrupt.com/misc/Capmark_FinCashColllOrd.pdf
About Capmark Financial
Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets. Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing. Capmark operates in North America, Europe and
Asia. Capmark has 1,000 employees located in 37 offices
worldwide.
On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)
Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local
counsel. Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor. Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.
Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.
Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
CARLISLE GOLDFIELDS: Delays Filing of Financial Statements
----------------------------------------------------------
Carlisle Goldfields Limited has determined that it will be unable
to file its comparative financial statements for the fiscal year
ended August 31, 2009 by the end of the day today, December 29,
2009, which is the 120th day after the end of Carlisle's most
recently completed financial year, as required by National
Instrument 51-102 - Continuous Disclosure Obligations. Based on
its discussions with its new auditors, Carlisle is confident that
the Annual Financial Statements together with the auditor's report
thereon should be finalized on December 30 or 31, 2009 and,
accordingly, filed by the next business day, namely by
December 31, 2009 or January 4, 2010.
As a precautionary measure in case filing the Annual Financial
Statements were to be delayed for a lengthy period of time, on
December 23, 2009 Carlisle filed an application with the Ontario
Securities Commission, as its principal regulator, for a
management cease trade order in accordance with National Policy
12-203 - Cease Trade Orders For Continuous Disclosure Defaults
seeking a temporary order prohibiting only certain persons,
companies or trusts who are directors or officers of Carlisle from
trading in securities of Carlisle for such period as would be
specified in the Management Cease Trade Order - until some time
after the filing of the Annual Financial Statements had been
completed. If approved, this would avoid an order that all
security holders of Carlisle cease trading in its securities.
Carlisle is a reporting issuer in Ontario, British Columbia,
Alberta, Saskatchewan and Manitoba. The OSC is Carlisle's
principal regulator for the purposes of National Policy 11-203 -
Process for Exemptive Relief Applications in Multiple
Jurisdictions. Copies of the Application have been sent to the
securities regulatory authorities in each jurisdiction in which
Carlisle is a reporting issuer.
Until the Annual Financial Statements are filed, Carlisle will
comply fully with the alternate information guidelines set out in
sections 4.3 and 4.4 of NP 12-203.
About Carlisle Goldfields Limited
Carlisle is a Canadian based gold exploration and development
company, focused on its 20,000 hectare land position in the Lynn
Lake Greenstone Belt of Manitoba where the company is expecting to
define resources in the range of 800,000 to 1,200,000 ounces of
gold. The primary target is the former producing MacLellan Gold
Mine where the company is working towards a re-commencement of
production.
CATHOLIC CHURCH: Court Approves Fairbanks Plan for Voting
---------------------------------------------------------
Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska approved, on an interim and conditional basis,
the Third Amended and Restated Disclosure Statement explaining the
Catholic Bishop of Northern Alaska and the Official Committee of
Unsecured Creditors' Third Amended and Restated Joint Plan of
Reorganization filed on December 17, 2009.
Final approval of the Third Amended Disclosure Statement will be
determined at the confirmation hearing on the Third Amended Plan
currently set to commence January 25, 2010, and will continue
January 26.
Clean and redlined copies of the Third Amended Plan and Disclosure
Statement are available for free at:
http://bankrupt.com/misc/Fairbanks_3rdPlan.pdf
http://bankrupt.com/misc/Fairbanks_3rdDS.pdf
http://bankrupt.com/misc/Fairbanks_3rdPlan_Redlined.pdf
http://bankrupt.com/misc/Fairbanks_3rdDS_Redlined.pdf
The Diocese also filed an updated Exhibit "14" to the Disclosure
Statement, which exhibit provides information regarding the fees
the Honorable William L. Bettanelli (Ret.) proposed for acting as
the Special Arbitrator under the Third Amended Plan. The update
does not modify the fee schedule. Accordingly, no amendment or
modification to the Disclosure Statement is required or will be
made.
The forms of Ballot were approved, and the Diocese was ordered to
distribute the Third Amended Plan and Disclosure Statement by
December 23, 2009, as part of the Diocese's solicitation package
in accordance with Rule 3017(a) of the Federal Rules of Bankruptcy
Procedure. The Diocese previously sought and obtained the Court's
approval for a shortened notice and objection period.
The Court held that any letters of support for the Third Amended
Plan and Disclosure Statement to be made a part of the
solicitation package need not be approved by the Court so long as
the letters are consistent with the Disclosure Statement, the Plan
and the Interim Order.
All Ballots casting votes related to the Third Amended Plan must
be actually received by January 18, 2010. For purposes of Tort
Claimant voting only, each Tort Claim will be estimated pursuant
to Section 502(c) of the Bankruptcy Code to have a value of $1,
unless an objection to a Tort Claim is currently pending. In the
event that an objection to a Tort Claim is currently pending, the
Tort Claimant whose Tort Claim is the subject of a pending
objection is barred from voting on the Third Amended Plan unless
an order is entered by the Court temporarily allowing the Tort
Claim for voting purposes upon request of the Creditor.
No Confidential Ballots of Tort Claimants will be filed with the
Court. Ballots which are signed, dated, and timely received, but
on which a vote to accept or reject the Third Amended Plan has not
been indicated, will not be counted as a vote either to accept or
to reject the Third Amended Plan, or as a vote cast with respect
to the Third Amended Plan.
Judge MacDonald also set these schedules:
January 15, 2010 The last day for filing and serving, in
accordance with Rule 3017(a), written
objections of all parties, with the
exception of Catholic Mutual Relief
Society of America, Catholic Relief
Insurance Company, and Traveler's Casualty
and Surety Company, to the Third Amended
Plan and Disclosure Statement.
January 18, 2010 The last day for filing and serving of any
written objections of Catholic Mutual, et
al., to the Third Amended Plan and
Disclosure Statement.
January 21, 2010 The last day for the Diocese to file and
serve a written reply brief with regard to
objections filed by any party except
Catholic Mutual, et al.
January 22, 2010 The last day for the Diocese to file and
serve a written reply brief with regard to
objections filed by Catholic Mutual,
et al.
Diocese's 3rd Amended Plan
The Creditors Committee is a co-proponent of the Third Amended
Plan, and supports its confirmation. The Creditors Committee is
not a proponent of the previous plans filed by the Diocese. The
Plan Proponents inform the Court that their Plan reflects (i)
their agreements for the reorganization of the Diocese, and
compensation and treatment of Tort Claims, (ii) the tireless
efforts of retired California State Court Judge William L.
Bettinelli, who acted as the mediator in the reorganization case,
and (iii) the efforts and willingness of the Plan Proponents to
continue to engage in mediation, which resulted to the resolution
that is embodied in the Plan.
Under the Third Amended Plan, the Diocese, with additional help
from its KNOM division, the Parish Churches, the Monroe
Foundation, increased insurance settlements and agreements by
professionals to forego certain fees, has been able to commit to a
guaranteed payment of $9.8 million to the Fund for paying Tort
Claims. The $9.8 million amount is net of administrative expenses
and will be transferred to the Fund by the Diocese on or before
the Third Amended Plan's effective date.
The Third Amended Plan also contains certain minor modifications
to the treatment of Tort Claims as well as certain refinements to
the Great Divide settlement arrangement proposed in the Second
Amended Plan. As a result, the Plan provides for the sale of the
Diocese's essential ministry property, including the Catholic
Schools of Fairbanks, to the Endowment in exchange for
$7.9 million of cash by the Effective Date.
The Diocese will immediately sell the Pilgrim Springs Property at
an auction to be conducted on February 25, 2010. The Endowment
will submit the opening bid at the Pilgrim Springs Auction for
$1.85 million. If there are third party bidders at the Pilgrim
Springs Auction, who submit bids in excess of the Pilgrim Springs
Guaranteed Sale Price and close on the sale, all excess proceeds,
net of customary closing costs of the sale will be paid to the
Fund to be used in accordance with the Plan.
Moreover, the Third Amended Plan effects a settlement and
compromise between the Diocese and the estate on the one hand, and
the Parish Churches, Monroe Foundation and the Catholic Trust of
Northern Alaska on the other hand, pursuant to which the Parishes
agree to contribute $650,000 from their unrestricted funds on
deposit with the CTNA to the Fund for paying Tort Claimants and
the Monroe Foundation agrees to contribute $150,000 to settle all
claims that the Diocese and the estate may have to the property of
the Parish Churches, the Monroe Foundation or the CTNA, including
avoidance actions.
As a result of the settlement, the Parish Churches, the CTNA and
the Monroe Foundation will become Participating Third Parties
under the Third Amended Plan and will receive the protections of
the Channeling Injunction provided under the Plan.
The Diocese will transfer to the Fund, proceeds from an insurance
settlement with Alaska National Insurance Company, which increased
from $1,100,000 to $1,400,000. The Diocese will also assign its
claims of indemnity, allocation of fault and contribution against
the Sisters of Saint Ann to the Fund, as well as any claims it may
have for insurance coverage under the Oregon Province of Jesuit's
Safeco Insurance Policies and the Jesuit Allocation of Fault
Claims net of any amounts utilized to set off against the Jesuit
Unsecured Claims.
The Third Amended Plan provides for certain modifications to the
treatment of Tort Creditors:
(1) There is the addition of a Convenience Tort Claim
treatment, which will allow Tort Creditors to opt out of
the Litigation Protocol and the Litigation Trust, if one
is established, and Settlement Trust claim allowance and
evaluation procedures and receive $2,500 within 30 days of
the Effective Date;
(2) There are certain modifications to the Litigation Protocol
for allowing and liquidating Tort Claims that opt into
Litigation Tort Claim treatment; and
(3) There are certain refinements to the process governing
Settling Tort Claims:
* Settling Tort Claims are deemed Allowed, and Allowed
Settling Tort Claims are assigned by the Settling Tort
Claimants to the Settlement Trustee; the liquidated
amount of the assigned Settling Tort Claims will be
determined by either Claim Allowance Agreements, which
have been approved as reasonable by the Court under Rule
9019 of the Federal Rules of Bankruptcy Procedure, or
will be liquidated by the Special Arbitrator in a
Binding Arbitration Proceeding; and
* Each Settling Tort Claimant will receive a reasonable
share of the Settlement Trust based on a matrix of
evaluation factors that was developed in connection with
the settlement between the Jesuits and 113 Tort
Claimants in December 2007. The Settlement Trustee will
make a preliminary distribution from the Settlement
Trust shortly after the matrix evaluation is completed
and as expeditiously as possible after the Effective
Date.
The Third Amended Plan also gives effect to a covenant settlement
arrangement under Great Divide Insurance Co. v. Carpenter, 79 P.3d
599 (Alaska 2003), and other legal authority, pursuant to which
the Diocese will assign its Claims against Great Divide Candidate
Insurers to the Settlement Trustee, who will pursue the Diocese's
insurance coverage claims against the Great Divide Candidate
Insurers for the Settling Tort Claimants Allowed Claims. In
addition, each Settling Tort Claimant will assign any of his or
her Claims against a Great Divide Candidate Insurer to the
Settlement Trustee. Proceeds from actions against the Great
Divide Candidate Insurers will be used to fund additional
distributions from the Settlement Trust to Settling Tort Claimants
and will also be used to fund the Future Claims Reserve.
The Diocese's commitment to reconciliation and healing is further
reinforced in the Third Amended Plan by continuing the Diocese's
commitment to assist the healing process and by Diocese's
commitment to take additional non-monetary actions, including:
-- The Diocese will file with the Court the names of
individuals identifying them as priests, religious, lay
employees and volunteers accused of sexual abuse in the
filed Proofs of Claim. The Diocese will not seek to seal
the filing and will not oppose any effort by any third
party to seal the filing;
-- For a period of 10 years after the Effective Date, the
Reorganized Debtor will post on the home page of its and
the Diocese of Fairbanks' Web page a prominent link on the
home page to the names of accused individuals and other
known perpetrators;
-- Within 18 months after the Effective Date, Bishop Kettler
will personally go to every Parish in which any individuals
were abused and where those accused persons served. The
Bishop will read from the pulpit a statement of apology and
encourage parishioners to support victims;
-- A general letter of apology will be displayed on Fairbanks'
Web site for a period of 10 years from the Effective Date;
-- No later than 60 days after allowance of any Tort Claim,
Bishop Kettler will send individual letters of apology to
the Tort Claimant and, if requested by the Tort Claimant,
to his or her immediate family; and
-- The Reorganized Debtor will file status reports regarding
its compliance with the non-monetary undertakings with the
Court and serve the Settlement Trustee.
To facilitate implementation of the Third Amended Plan, the
Endowment Documents will be modified (i) with respect to their
spending policy, and (ii) to permit investment in investment and
mission real property and to provide modifications to the
permitted asset allocations. After the approval of the amendment
to the Endowment Documents, the Endowment will be permitted to
acquire real property. Under the Third Amended Plan, the Diocese
will sell these real properties to the Endowment, which will then
become part of the corpus of the Endowment:
Catholic Schools of Fairbanks $3,500,000
Chancery property 1,200,000
Kobuk Center/priest residence 1,120,000
Warehouse maintenance center 225,000
KNOM property, Nome, Alaska 430,000
FCA Barnett St. Building 600,000
Betty Street Residence 205,000
Hanger 346,000
Kateri Center, Galena 175,000
Cessna 207 75,000
Lot next to warehouse 31,000
---------
$7,907,000
About Diocese of Fairbanks
The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts. Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel. Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case. The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.
The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008. Its exclusive plan filing period
expires on January 15, 2009. (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
CATHOLIC CHURCH: Greens Oppose Pilgrim Hot Springs Sale
-------------------------------------------------------
Bering Straits Native Corporation submitted an offer for the
outright purchase of the Pilgrim Hot Springs property of the
Diocese of Fairbanks for $900,000 through a letter signed by Gail
R. Schubert. BNSC says that the property contains 320 acres of
land with an estimated value of $200,000. Ms. Schubert, BSNC's
executive vice president & general counsel, tells the U.S.
Bankruptcy Court for the District of Alaska that the letter is
written on behalf of BNSC, the regional Alaska Native Claims
Settlement Act corporation for the Bering Straits region, and
Sitnasuak Native Corporation, the ANCSA village corporation for
the city of Nome.
Louis and Nancy Green write to the U.S. Bankruptcy Court for the
District of Alaska to tell Judge MacDonald that they are highly
opposed to the sale of the Pilgrim Hot Springs property. The
Greens have filed a complaint in the Superior Court of Alaska,
Second Judicial District at Nome, for quiet title under the legal
theory of adverse possession with respect to the property.
"In our meetings in Nome with the Catholic Church agent, Tom
Buzek, this Spring, we were told in open meetings that the Pilgrim
Hot Springs would not be for sale and at that time encouraged
local people to provide proposals to the Catholic Church," the
Greens tell Judge MacDonald. They assert that the auction of the
property would hurt their community especially the youth of the
region.
"We feel that our folks and youth of this area have already
suffered enough by the Catholic Dioceses in Fairbanks and they
should not have another item taken away from them," the Greens
point out. They allege that Mr. Buzek, in a number of meetings
last spring, said that the Diocese had no plans to sell the land
or buildings at Pilgrim Hot Springs and he was only interested in
geothermal resource.
The Greens also argue that there is inconsistency to the
property's title and is confusing or outright improper since there
is information regarding title evidence showing that the property
was given to a certain Father LaFourtune and the local Nome
parish, and there is no indication that the parish turned it over
to the Dioceses in Fairbanks.
About Diocese of Fairbanks
The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts. Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel. Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case. The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.
The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008. Its exclusive plan filing period
expires on January 15, 2009. (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
CATHOLIC CHURCH: Wilmington Wants Pensions to Accused Priests
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to:
(a) continue providing pensions, sustenance and medical
coverage in the ordinary course to certain priests accused
of sexual abuse of minors; and
(b) use certain restricted funds for the payment of
prepetition pension obligations and certain housing and
health costs for retired priests.
The Diocese maintains a sub-fund in its Pooled Investment Program
for the care of retired Diocesan priests. The Priest Retirement
Fund was established in 1978 by a $1,000,000 grant from Catholic
Diocese Foundation, formerly known as the Catholic Foundation of
the Diocese of Wilmington, Inc., which had previously received the
funds via a bequest from Anna V. Graham, whose will instructed the
Foundation to use the funds for the education of priests or, if
the costs were adequately met from other sources, to direct the
use of the funds "to the retirement fund for Clergy or for any
other purpose which it may deem necessary or desirable." At its
May 18, 1978 board meeting, the Foundation considered a grant
request for the establishment of a funded pension plan for
Diocesan priests, and resolved to make the Graham Bequest
available for that purpose.
In addition to the initial grant from the Foundation, the Priest
Retirement Fund is funded with quarterly distributions, currently
$3,819, from PNC Bank, Delaware, as trustee of the Julia M. Kenney
Charitable Foundation, a charitable foundation established upon
Ms. Kenney's death, which has three beneficiaries, including the
Diocese. Distributions to the Diocese from the Kenney Trust are
"for the purposes of meeting the retirement needs of sick or aged
members of such organization."
Consistent with the purposes of the gifts from the Foundation and
the Kenney Trust, the Diocese has used the Priest Retirement Funds
to pay monthly pensions and to provide housing and residential
nursing care for retired priests, James L. Patton, Jr., Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
informs the Court. As of September 30, 2009, the value of the
assets in the Priest Retirement Fund was approximately
$3.6 million.
The specifications for the Diocese's clergy pension plan set forth
eligibility criteria for participation in the Priest Pension Plan
and also provide a description of benefits payable under the plan.
Presently, 29 retired Diocesan priests receive pensions under the
Priest Pension Plan, at a cost of $55,000 per month. Pension
benefits are paid from the Priest Retirement Fund by The Bank of
New York Mellon, the custodian of the Pooled Investment Account,
on a fee-for-service basis.
Due to the freeze on the Pooled Investment Account, which is the
subject of another request, the Custodian has not made any
payments to priest pensioners. For the month of October, the
Diocese will direct the Custodian to make a prorated pension
payment and to withhold the amount accruing between October 1 and
the Petition Date, approximately $31,900, pending further Court
order.
In addition to the pension benefits, the Diocese also pays
approximately $4,000 per month for housing for Rev. John A. Sarro
and $2,000 per month for 24-hour nursing care for Rev. Thomas E.
Hanley, all from the Priest Retirement Fund. Mr. Patton notes
that Fr. Hanley is not an accused abuser.
Retired priests ineligible for the Priest Pension Plan are
provided "sustenance" in accordance with Canon Law, Mr. Patton
discloses. Sustenance payments are paid from the Diocese's
general operating funds.
Mr. Patton tells Judge Sontchi that the Diocese made a commitment
on the record at the first-day hearing of the bankruptcy case not
to provide any payments or benefits to any individual that had
been accused of sexual abuse. He notes that the individuals
falling within this category, or the "Accused Abusers," who
otherwise would have received payment or benefits from the Diocese
in the ordinary course are:
(1) priest pensioners:
* Rev. James E. Richardson;
* Rev. John A. Sarro; and
* Rev. Douglas W. Dempster;
(2) non-pensioner retired priests:
* Rev. Joseph A. McGovern;
* Rev. Charles W. Wiggins; and
* Rev. Kenneth J. Martin; and
(3) Francis G. DeLuca.
The Diocese covers the three Accused Priest Pensioners and other
Priest Pensioners under its health insurance plan, the costs of
which are paid from the Diocese's general operating funds, but
reimbursed in part by special assessment against Parish
Corporations and Non-Debtor Catholic Entities based upon the
number of active priests they employ. In the fiscal year ended
June 30, 2009, the "head tax" against non-debtor entities
underwrote approximately 57% of pensioners' insurance premiums
paid by the Diocese.
Sustenance payments and medical costs for the three Non-Pensioner
Retired Priests are paid from the Diocese's general operating
funds. For the time being, the Diocese has suspended cash
sustenance payments to the priests pending the receipt of
financial disclosures demonstrating their financial need,
including tax returns, bank statements, sources of income and
statements of assets and liabilities. However, the Diocese
intends to continue to provide medical coverage to the three
priests.
Mr. DeLuca is a former Diocesan priest, who was dismissed from the
public ministry in 1993, and was identified as having admitted,
corroborated or otherwise substantiated allegations of abuse of
minors. He receives charity from the Diocese in the form of
coverage under the Diocese's health insurance plan. The Diocese
believes Mr. DeLuca, who is 80, is destitute and without the means
to support himself. Since August 2008, the Diocese has provided
Mr. DeLuca $1,000 per month in charity, and has covered him under
its health insurance plan, at a cost of $548 per month. The
Diocese has discontinued cash charity payments but intends to
continue to cover him under its health insurance plan.
Mr. Patton avers that the provision of pension and health benefits
to Frs. Richardson, Sarro, and Dempster, the provision of
sustenance to Frs. Wiggins, McGovern, and Martin, and the
provision of charity to Mr. DeLuca, all fall squarely within the
ordinary course of the Debtor's business. Hence, he says, the
Diocese should be granted authority to continue those payments.
He adds that, among other things, the Priest Retirement Fund is
held in trust by the Diocese and that when the Foundation's board
approved the initial $1 million grant to the Diocese, the board
did not intend for the Diocese to have any beneficial interest in
that money, but intended that the money would be used to establish
a funded pension plan for the benefit of retired priests.
The Diocese also seeks the Court's approval for a shortened notice
and objection period.
About the Diocese of Wilmington
The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics. The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.
The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19. There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.
The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is
the financial advisor. The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).
CEDAR FUNDING: Trustee Immune from Defamation Claims
----------------------------------------------------
WestLaw reports that absolute quasi-judicial immunity protected a
Chapter 11 trustee from allegations of slander and libel made by
the debtor's principal, the Ninth Circuit's Bankruptcy Appellate
Panel has ruled. Bankruptcy trustees and their predecessor
counterparts historically have been afforded absolute quasi-
judicial immunity because they perform some functions which are
judicial in nature. Here, the trustee made the allegedly
defamatory statements while performing his official statutory
duties, including convening the meeting of creditors, orally
reporting on his on-going investigation regarding the conduct of
the debtor's prior management, including any facts pertaining to
fraud, informing the creditors about estate assets, and protecting
those assets from further dissipation and harm. The trustee's
broad discretion over administration of the estate was
inextricably intertwined with the court's functions in the Chapter
11 process. Furthermore, the trustee's duties to uncover and
report on insider fraud were important ones that should not be
compromised by the threat of litigation. In re Cedar Funding,
Inc., ---B.R.----, 2009 WL 4687587, 09 Cal. Daily Op. Serv.
14,771, 2009 Daily Journal D.A.R. 17,303 (9th Cir. BAP).
Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender. It
filed a Chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif.
Case No. 08-52709). Judge Marilyn Morgan presides over the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents the Debtor, and R. Todd Neilson serves as
the Chapter 11 Trustee. Cedar Funding, Inc., accepted many
millions of dollars from hundreds of individuals who believed they
were acquiring fractional interests in loans that were secured by
real property. Many more invested with CFI through a related
entity, Cedar Funding Mortgage Fund LLP, that acquired fractional
interests in the name of the Fund. CFI failed to record
assignments of its deeds of trust that would have provided
security interests to most of its investors, including the Fund.
The Debtor estimated assets of less than $50,000 and debts of
$100 million to $500 million in its Chapter 11 petition.
CELANESE US: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Celanese US
Holdings LLC is a borrower traded in the secondary market at 94.31
cents-on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.30
percentage points from the previous week, The Journal relates.
The loan matures on April 2, 2014. The Company pays 175 basis
points above LIBOR to borrow under the facility. The bank debt
carries Moody's Ba2 rating and Standard & Poor's BB+ rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
On Dec. 29, 2009, the Troubled Company Reporter stated that
Moody's affirmed the long-term debt ratings (Corporate Family
Rating of Ba2) of Crystal US Holdings 3 LLC and Celanese US
Holdings LLC, subsidiaries of Celanese Corporation. The outlook
for both entities was changed to stable from positive due to the
expected slow recovery in credit metrics and the additional time
required to attain metrics that would support a higher rating.
Celanese Corporation -- http://www.celanese.com/-- is an
integrated producer of chemicals and advanced materials. It is a
producer of acetyl products, which are intermediate chemicals for
many industries, as well as a global producer of high performance
engineered polymers that are used in a variety of end-use
applications. Celanese operates principally through four business
segments: Advanced Engineered Materials, Consumer Specialties,
Industrial Specialties and Acetyl Intermediates. Advanced
Engineered Materials segment develops, produces and supplies a
portfolio of high performance technical polymers. Consumer
Specialties segment consists of its Acetate Products and Nutrinova
businesses. Its Industrial Specialties segment includes its
emulsions and AT Plastics businesses. Acetyl Intermediates
segment produces and supplies acetyl products. Celanese US
Holdings LLC, formerly BCP Crystal US Holdings Corp., is a
subsidiary of Celanese Corp.
CELL THERAPEUTICS: Board Approves Shareholder Rights Plan
---------------------------------------------------------
In a regulatory filing Monday, Cell Therapeutics, Inc., discloses
that on December 24, 2009, its Board of Directors approved and
adopted a shareholder rights plan, as set forth in the Shareholder
Rights Agreement, dated December 28, 2009 with Computershare Trust
Company, N.A., as Rights Agent.
The Company said in a press release that pursuant to the terms of
the shareholder rights plan, a dividend distribution of one
preferred stock purchase right will be distributed for each common
share held as of the close of business on January 7, 2010.
Initially, the rights are not exercisable and are attached to and
trade with all of the shares of CTI's common stock outstanding as
of, and issued subsequent to, the record date.
"This is a critical turning point as CTI prepares for the
potential launch of pixantrone, a product which we believe has
significant commercial prospects for CTI and its shareholders."
said James A. Bianco, M.D., CEO of CTI. "The Board of Directors
believes that the Rights Plan will enhance CTI's ability to
protect shareholder interests and enable shareholders to receive
fair treatment in the event of an unsolicited takeover attempt.
The Rights Plan is intended to provide the Board of Directors with
sufficient time to consider any and all alternatives to enhance
value for our shareholders."
According to CTI, the Rights Plan is designed to deter coercive
takeover tactics, and to prevent an acquirer from gaining control
of CTI without offering a fair price to all of CTI's shareholders.
The Rights Plan will not prevent a takeover, but should encourage
anyone seeking to acquire CTI to negotiate with the Board of
Directors prior to attempting a takeover.
Each right, if and when it becomes exercisable, will entitle the
holder to purchase one ten-thousandth of a share of a new series
of junior participating cumulative preferred stock for $6.00,
subject to standard adjustment in the Rights Plan. The rights
will become exercisable for CTI preferred stock if a person or
group acquires 20% or more of CTI's common stock. Upon
acquisition of 20% or more of CTI's common stock, the Board of
Directors could decide that each right (except those held by a 20%
shareholder, which become null and void) would become exercisable
entitling the holder to receive upon exercise, in lieu of a number
of units of preferred stock, that number of shares of CTI common
stock having a market value of two times the exercise price of the
right-in effect doubling the value of the right to the
shareholder. In certain circumstances, including if there are
insufficient shares of CTI's common stock to permit the exercise
in full of the rights, the holder may receive units of preferred
stock, other securities, cash or property, or any combination of
the foregoing.
If CTI is acquired in a merger or other business combination
transaction after any such event, each holder of a right, except
those held by a 20% shareholder, which become null and void, would
then have the right to receive, upon exercise, common stock of the
acquiring company having a market value equal to two times the
exercise price of the right.
CTI's Board of Directors may redeem the rights for $0.0001 per
right or terminate the Rights Plan at any time prior to an
acquisition by a person or group holding 20% or more of CTI's
common stock. The Rights Plan will expire on January 7, 2013.
A copy of the Company's Registration Statement on Form 8-A12B on
December 28, 2009, is available at no charge at:
http://researcharchives.com/t/s?4cbf
A copy of the Shareholder Rights Agreement, dated as of
December 28, 2009, is available for free at:
http://researcharchives.com/t/s?4cbd
A copy of the press release issued on December 28, 2009, is
available at no charge at
http://researcharchives.com/t/s?4cbe
About Cell Therapeutics
Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable. CTI's
principal business strategy is focused on cancer therapeutics; an
area with significant market opportunity that it believes is not
adequately served by existing therapies. Subsequent to the
closure of its Bresso, Italy operations in September 2009, CTI's
operations are conducted solely in the United States. During
2008, CTI had one approved drug, Zevalin(R) (ibritumomab
tiuxetan), or Zevalin, which it acquired in 2007, generating
product sales. CTI contributed Zevalin to a joint venture, RIT
Oncology, LLC, upon its formation in December 2008 and in March
2009 CTI finalized the sale of its 50% interest in RIT Oncology to
the other member, Spectrum Pharmaceuticals, Inc. All of CTI's
current product candidates, including pixantrone, OPAXIO and
brostallicin are under development.
As of September 30, 2009, the Company had $87,299,000 in total
assets against $96,828,000 in total liabilities. The Company's
September 30 balance sheet also showed strained liquidity: the
Company had $59,497,000 in total current assets, including
$54,992,000 in cash and cash equivalents, against $72,882,000 in
total current liabilities.
Bankruptcy Warning
"The condensed consolidated financial statements have been
prepared assuming that we will continue as a going concern, which
contemplates realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve month
period following the date of these financials. However, we have
incurred losses since inception and we expect to generate losses
from operations through 2010 primarily due to research and
development costs for pixantrone, OPAXIO and brostallicin. Our
available cash and cash equivalents are approximately
$55.0 million as of September 30, 2009 and we do not expect that
we will have sufficient cash to fund our planned operations
through the second quarter of 2010, which raises substantial doubt
about our ability to continue as a going concern," the Company
said in its Form 10-Q filing with the Securities and Exchange
Commission.
"We have achieved cost saving initiatives to reduce operating
expenses, including the reduction of employees related to Zevalin
operations and the closure of our operations in Italy . . . and we
continue to seek additional areas for cost reductions. However,
we will also need to raise additional funds and are currently
exploring alternative sources of equity or debt financing. We may
seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources."
The Company cautioned additional funding may not be available on
favorable terms or at all. If additional funds are raised by
issuing equity securities, substantial dilution to existing
shareholders may result. If it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.
CENA RESTAURANTS: Misses Loan Dues, Continues to Lose Money
-----------------------------------------------------------
Mark Fisher, staff writer at Dayton Daily News, citing papers
filed with the Bankruptcy Court, says Cena Restaurants continued
to lose money and missed loan payments in the months after it
filed for bankruptcy to reorganize its debts.
According to Dayton Daily News, the Company earned (i) $41,539 --
$33,561 less than projected for the month -- and $55,799 in
expenses, resulting in loss of $14,260 for September; and (ii)
$56,332 in income - $18,768 less than projected -- and had
expenses of $73,095, resulting in a loss of $16,763. The Company
failed to pay $5,000 a month to National City Bank on October 15,
November 15, and December 15.
Cena Restaurants operates a restaurant.
CHAMPION ENTERPRISES: Proposes Chanin as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured of Champion Enterprises Inc.
seeks permission from the U.S. Bankruptcy Court to retain Chanin
Capital Partners as financial advisors, nunc pro tunc to
November 30, 2009.
The Committee anticipates that Chanin may render these services in
the case:
(a) Review and analyze the Company's operations, financial
condition, cash flows, business plan, strategy, and
operating forecasts;
(b) Assist in the determination of an appropriate go-forward
capital structure for the Company;
(c) Determine a theoretical range of values for the Company on
a going concern basis;
(d) Assist the Committee in developing, evaluating,
structuring and negotiating the terms and conditions of a
restructuring or Plan of Reorganization, including the
value of the securities, if any, that may be issued to the
Committee under any such restructuring or Plan;
(e) Assist the Committee in monitoring any sales process and
evaluating bids to purchase the Company;
(f) Analyze any merger, divestiture, joint-venture, or
investment transaction;
(g) Assist the Committee in analyzing any anew debt and/or
equity capital including debtor-in-possession funding;
(h) Provide testimony, as necessary, before the bankruptcy
court; and
(i) Provide the Committee with other appropriate general
restructuring advice and litigation support.
The Committee proposes that Chanin be paid a monthly fee of
$150,000 and a restructuring fee of $450,000. The flat monthly
rate of $150,000 and the cash restructuring transaction fee of
$450,000 to be charged to the Committee by Chanin is at the low
end of the range of compensation as compared to other professional
services firms providing similar financial advisory and related
investment banking services.
Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes. Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.
The Company filed for Chapter 11 bankruptcy protection on
November 15, 2009 (Bankr. D. Del. Case No. 09-14019). The
Company's affiliates also filed separate bankruptcy petitions.
James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion,
Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP, assist Champion in its restructuring effort. The Company
listed $576,527,000 in assets and $521,337,000 in liabilities as
of October 3, 2009.
CHAMPION ENTERPRISES: Amended Credit Pact to Add $5-Mil. Loans
--------------------------------------------------------------
Champion Enterprises Inc. said in a regulatory filing it amended a
credit agreement to permit the Company and its units to draw an
additional $5 million in new money loans.
On December 29, Champion Home Builders Co., a wholly-owned
subsidiary of Champion Enterprises, the Company and certain
additional subsidiaries of the Company, received confirmation that
it had received the necessary signatures to enforce a First
Amendment to the Debtor-in-Possession Credit Agreement with Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent and
Collateral Agent, and the lenders party thereto.
The First Amendment to the DIP Credit Agreement is effective as of
December 18, 2009, and permits the Debtors to draw an additional
$5 million in New Money Loans, extends the date of the Sale Motion
Milestone to January 8, 2010, and amends certain provisions
relating to the Debtors' reporting of financial information, among
other things. The total amount of the DIP Credit Agreement remains
unchanged.
On December 18, 2009, the Bankruptcy Court entered a Second
Interim Order. The Second Interim Order, consistent with the
First Amended DIP Credit Agreement provides, among other things,
that the Debtors may draw an additional $5 million in New Money
Loans and reschedules the hearing to approve the DIP Credit
Agreement to January 6, 2010.
Last month, Champion received interim authority to borrow
$32 million from existing lenders.
Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes. Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.
The Company filed for Chapter 11 bankruptcy protection on
November 15, 2009 (Bankr. D. Del. Case No. 09-14019). The
Company's affiliates also filed separate bankruptcy petitions.
James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion,
Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP, assist Champion in its restructuring effort. The Company
listed $576,527,000 in assets and $521,337,000 in liabilities as
of October 3, 2009.
CHARLES LISSER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Charles Steven Lisser
aka Chuck Lisser
Jennifer Westbay
1040 18th Street
Santa Monica, CA 90403
Bankruptcy Case No.: 09-46775
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Vincent P. Zurzolo
Debtors' Counsel: Charles Shamash, Esq.
Caceres & Shamash LLP
8200 Wilshire Blvd, Ste 400
Beverly Hills, CA 90211
Tel: (310) 205-3400
Fax: (310) 878-8308
Email: cs@locs.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 14 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-46775.pdf
The petition was signed by the Joint Debtors.
CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 93.63 cents-on-the-dollar during the week ended Thursday,
Dec. 31, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal. This represents an
increase of 0.36 percentage points from the previous week, The
Journal relates. The Company pays 262.5 basis points above LIBOR
to borrow under the loan facility, which matures on March 6, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a BB+ rating, on the bank debt. The debt is one of the
biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 31, 2009.
About Charter Communications
Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States. Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R). Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone. Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.
Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435). As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000. Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.
The Hon. James M. Peck presides over the cases. Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the
Debtors' independent auditor. The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims
agent is Kurtzman Carson Consultants LLC.
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on Oct. 15, 2009.
On Nov. 30, 2009, Charter Communications, Inc., announced that it
has successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40 percent, or approximately $8 billion.
Charter Communications, Inc., has emerged from Chapter 11 under
its pre-arranged Joint Plan of Reorganization, which was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.
Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates. (http://bankrupt.com/newsstand/or
215/945-7000)
CHARTER COMMS: Sets Dividend Payment Date for Preferred Stock
-------------------------------------------------------------
Charter Communications, Inc.'s Board of Directors on December 15,
2009, declared a dividend on its Series A 15% Pay-in-Kind
Preferred Stock and elected to make the next dividend payment in
the form of cash only. The dividend is payable on January 15,
2010, to shareholders of record on January 4, 2010. This
represents a partial semi-annual dividend calculated from the
original issue date of November 30, 2009 to January 15, 2010.
Pursuant to the terms of the Preferred Stock, the Company is
required to pay a dividend at an annual rate equal to 15% on the
liquidation preference of the Preferred Stock. The liquidation
preference of the Preferred Stock is $25 per share. As a result,
on January 15, 2010, the Company will pay $0.469 per share of
Preferred Stock through the facilities of the Depository Trust
Company.
About Charter Communications
Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States. Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R). Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone. Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.
Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435). As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000. Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.
Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.
The Hon. James M. Peck presides over the cases. Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the
Debtors' independent auditors. The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims
agent is Kurtzman Carson Consultants LLC.
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.
Charter's reorganization plan became effective November 30, 2009.
CHINESEWORLDNET.COM: Files Amended Annual Report for 2008
---------------------------------------------------------
On December 11, 2009, ChineseWorldNet.com Inc. filed an amended
annual report for the year ended December 31, 2008, on Form 20-F/A
with the Securities and Exchange Commission.
The Company has filed this amendment to its annual report on Form
20-F in order to provide a report on management's assessment of
internal control over financial reporting for the year ended
December 31, 2008.
A full-text copy of the amended Form 20-F is available at no
charge at http://researcharchives.com/t/s?4cc7
As reported in the Troubled Company Reporter on July 9, 2009, the
Company posted a net loss of $950,123 for 2008 compared with net
income of $108,354 for 2007.
At December 31, 2008, the Company's balance sheet showed total
assets of $2,104,383, total liabilities of $621,072 and
stockholders' equity of $1,483,311.
Going Concern Doubt
On May 29, 2009, Chang Lee LLP in Vancouver, Canada, expressed
substantial doubt about Chineseworldnet.com Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended December 31,
2008, and 2007. The independent public accounting firm reported
that the Company has incurred recurring losses from inception and
requires additional financing for its intended business
operations.
About ChineseWorldNet.com Inc.
Based in Vancouver, B.C., ChineseWorldNet.com Inc. (OTC BB: CWNOF)
-- http://www.chineseworldnet.com/-- is a financial web-based
portal that provides up-to-date financial information and
financial management tools in Chinese to the Chinese community in
North America. The Company's Portal provides financial news and
information on North American blue chip and large cap S&P 500
public companies listed or quoted on the New York Stock Exchange,
the American Exchange, NASDAQ and Toronto Stock Exchange, as well
as Shanghai Stock Exchange and Shenzhen Stock Exchange and
Taiwanese companies and market news by an in-house editorial team,
with Hong Kong company and market news provided by the Company's
partners.
The Company generates direct revenues from a number of means
through the www.chineseworldnet.com website including premium
subscription fees and on-line advertising and marketing services.
CHRYSLER LLC: New Chrysler to Hike Auto Leasing
-----------------------------------------------
Chrysler Group LLC is preparing to increase offers for auto leases
and upgrade several models in a bid to arrest a deep slide in
sales without resorting to hefty discounts and other incentives,
people familiar with the matter said, reports The Wall Street
Journal's Jeff Bennett.
According to Mr. Bennett, leasing options will be increased over
the next six to eight months, with the goal to have leasing
generate about 10% of the company's overall sales.
However, Chrysler won't go overboard on subsidizing leases this
time, a person familiar with Chrysler's plans said, notes the
report. "Don't look for the no-money-down, $199 offers," the
person said.
Aside from this, Chrysler also is changing the combinations of its
cars' features to make the vehicles more attractive.
"We believe sales have bottomed out, so it's no longer [about]
making decisions based on a day-to-day outcome," said an unnamed
source, reports the Journal. "It's about long term, instead of
chasing sales. We are focusing on rebuilding the brands and
reaching customers who shop based on image and quality rather than
just getting a good deal."
About Chrysler LLC
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.
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.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Yardley Wants Lift Stay to Conduct Discovery
----------------------------------------------------------
Massey-Yardley Chrysler-Plymouth, Inc., is a defendant in an
action in Broward County, Florida, and is seeking third-party
discovery from Old Carco LLC. The Florida action was brought by
the owner of a certain corporation whose Dodge/Dodge Truck
franchise with the Debtor was rejected.
The suit is claiming that the May 2009 dealer selection process
was fraudulent and that Yardley tortuously interfered with the
Florida state court Plaintiff's advantageous business relationship
with the Debtor.
Yardley is a corporation which operated a Chrysler/Jeep store in
the same sales locality as the Plaintiff.
To defeat the Florida state court Plaintiff's claim, Yardley
intends to prove that the process was fair and conducted without
any influence by Yardley and the selection of Yardley's dealership
over the Plaintiff was based on Yardley having a superior sales
record and a sounder financial position than the rejected
Plaintiff.
Thomas H. Yardley, Esq., in Cocoa, Florida, relates that Yardley
served the Debtor in Florida with a "subpoena duces tecum" seeking
information relevant to the selection of dealers for termination.
However, the Debtor responded with objections.
Mr. Yardley contends that the harm occasioned to the Debtor is
slight compared to the harm that Yardley will suffer. He notes
that production of the documents should have a negligible cost
which is traditionally borne by the party seeking duplication.
The expense to the Debtor is slight and it may even reconsider its
position to deny Yardley access to the records sought when it
reflects on the value of allowing a jury to find what the
Bankruptcy Court has already found, that the shedding of
unprofitable dealers like the state court Plaintiff is necessary
to the effective reorganization of Chrysler, Mr. Yardley points
out.
Against this backdrop, Yardley asks the Court to lift the
automatic stay and permit it to apply to the Florida court for an
order compelling production of documents and other discovery.
About Chrysler LLC
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.
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.
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)
CIRCUIT CITY: Credit Suisse Buys D-Link's $2 Mil. Claim
-------------------------------------------------------
The Bankruptcy Clerk recorded these claims against Circuit City
Stores changing hands in December 2009:
Claim Amount
Transferor Transferee Number Transferred
---------- ---------- ------ -----------
Archos Inc. ASM Capital III, 441 $278,250
L.P.
Credit Suisse Credit Suisse Loan 7969 2,000,000
International Funding LLC
D-Link Systems, Credit Suisse 7969 2,000,000
Inc. International
Wireless Solutions ASM Capital, L.P. 351 37,122
LLC
The total amount of D-Link's Claim No. 7969 is $3,471,725, but
only $2,000,000 is transferred.
About Circuit City
Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.
Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.
Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors. The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.
Circuit City has opted to liquidate its 721 stores. It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.
Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
CIMINO BROS: Has Until March 2010 to Come Up With Plan
------------------------------------------------------
The Packers reports that Cimino Bros. said it has until March to
meet with creditors and work out a business plan, which subject to
court approval, to pay back Wells Fargo and others. The Company
is expected to emerge from bankruptcy by spring. Well Fargo
seized the company's bank account containing $255,000 when a $6.5
million loan came due, report says.
CITADEL BROADCASTING: Gets February 2 Extension for Schedules
-------------------------------------------------------------
Citadel Broadcasting Corp. and its units sought and obtained an
extension of the time for them to file schedules of assets and
liabilities, executory contracts and unexpired leases, current
income and expenditures, and statements of financial affairs to
February 2, 2010, without prejudice to the Debtors' ability to
request additional time should it become necessary.
Section 521 of the Bankruptcy Code and Rule 1007(c) of the
Federal Rules of Bankruptcy Procedure require the Debtors to
file, among other things, the Schedules within 14 days after the
Petition Date, unless the Court orders otherwise.
However, Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New
York, contends that the scope and complexity of the Debtors'
businesses, coupled with the limited time and resources available
to the Debtors to marshal the information necessary to complete
the Schedules and Statements, make it unlikely for the Debtors to
complete the Schedules and Statements in the mandated timeframe.
Mr. Henes further submits that focusing the attention of the
Debtors' key accounting and legal personnel on critical
operational and Chapter 11 compliance issues during the early
days of the Chapter 11 cases will help the Debtors make a
smoother transition into Chapter 11, thereby maximizing the value
of their estates for the benefit of creditors and all parties in
interest.
About Citadel Broadcasting
Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.
Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing. Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC. As financial advisor
for the restructuring. Kurtzman Carson Consultants is serving as
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Citadel
Broadcasting Bankruptcy News. The newsletter tracks the Chapter
11 proceeding undertaken by Citadel Broadcasting Corp. and other
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
CITADEL BROADCASTING: Bank Debt Trades at 26% Off
-------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 74.29 cents-on-the-dollar during the week ended
Thursday, Dec. 31, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal. This
represents an increase of 0.84 percentage points from the previous
week, The Journal relates. The Company pays 175 basis points
above LIBOR to borrow under the loan facility, which matures on
June 1, 2014. Moody's has withdrawn its rating, while Standard &
Poor's has assigned a default rating, on the bank debt. The debt
is one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Dec. 31, 2009.
Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.
Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing. Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC. As financial advisor
for the restructuring. Kurtzman Carson Consultants is serving as
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Citadel
Broadcasting Bankruptcy News. The newsletter tracks the Chapter
11 proceeding undertaken by Citadel Broadcasting Corp. and other
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
CITADEL BROADCASTING: Bankruptcy Creates "Event of Default"
-----------------------------------------------------------
Citadel Broadcasting Corporation reports that under the terms of
the Company's Credit Agreement dated June 12, 2007, with several
lenders party thereto from time to time, and JPMorgan Chase Bank,
N.A., as administrative agent for the lenders -- pursuant to which
Citadel received $2.076 billion in aggregate outstanding loans,
and under which $2.9 million in aggregate face amount of
outstanding letters of credit were issued and remain outstanding
for the account of Citadel and the other Debtors -- the lenders'
obligations to loan additional money to the Company terminated
since the Debtors' bankruptcy filing constituted an event of
default under the Credit Agreement, and the outstanding principal
balance of all loans and other obligations became immediately due
and payable as a result of the filing of the Cases. The current
aggregate principal amount outstanding under the Credit Agreement
is not less than $2.076 million.
The bankruptcy filing also created an event of default under the
Company's ISDA 2002 Swap Master Agreement between the Company and
JPMorgan Chase Bank, N.A. dated June 26, 2007, and the Interest
Rate Swap Transaction between the Company and JPMorgan Chase Bank,
N.A. dated June 27, 2007. Under the terms of the Swap Agreements,
the Swap Agreements are terminable upon the filing of the Cases
and all obligations thereunder become immediately due and payable
as a result of such termination.
On December 21, 2009, the Company received notice that JPMorgan
Chase Bank, N.A., pursuant to section 5(a)(vii) of the Master
Agreement, designated December 22, 2009 as the "Early Termination
Date" in respect of all outstanding transactions under the Master
Agreements. JPMorgan Chase Bank, N.A. indicated in its letter to
the Company that it intends to make calculations contemplated by
section 6(e) of the Master Agreement on or as soon as reasonably
practicable after the Early Termination Date and provide the
Company with a statement as contemplated under section 6(d)(i) of
the Master Agreement.
The filing of the Cases also created an event of default under the
Company's Indenture, dated February 18, 2004, between Citadel and
Wilmington Trust Company, as indenture trustee, providing for the
issuance of 1.875% convertible, subordinated notes. Under the
terms of the Indenture, the entire principal balance of all loans
and other obligations became immediately due and payable as a
result of the filing of the Cases. The current amount outstanding
under the Indenture is not less than $500,000.
The bankruptcy filing also created an event of default under the
Company's Amended and Restated Indenture, dated June 11, 2008,
between Citadel and Wilmington Trust Company, as indenture
trustee, providing for the issuance of 1.875% convertible,
subordinated notes. Under the terms of the Indenture, the entire
principal balance of all loans and other obligations became
immediately due and payable as a result of the filing of the
Cases. The current amount outstanding under the Indenture is not
less than $49.1 million.
The ability of Citadel's creditors to seek remedies to enforce
their rights under the credit facilities, agreements and notes is
stayed as a result of the bankruptcy filing, and the creditors'
rights of enforcement are subject to the applicable provisions of
the Bankruptcy Code.
Plan Support Agreement
In connection with Citadel's bankruptcy filing, the Company had
reached an accord with over 60% of its senior secured lenders on
the terms of a pre-negotiated financial restructuring that will
seek to extinguish approximately $1.4 billion of indebtedness.
Specifically, the Company entered into a letter agreement,
effective as of December 20, 2009, with over 60% of the holders of
the Company's secured debt issued pursuant to the Credit Agreement
dated as of June 12, 2007, among Citadel, the several lenders
party thereto from time to time, and JPMorgan Chase Bank, N.A., as
administrative agent for the lenders.
Pursuant to a plan of reorganization term sheet, Citadel and the
lenders have agreed that $2.1 billion of its secured credit
facility will be converted into a new term loan in the principal
amount of $762.5 million. Holders of senior secured claims will
receive a pro rata share of the new term loan and 90% of the new
common stock in reorganized Citadel under a plan of reorganization
for the Company. Holders of unsecured claims, including the
secured lenders' deficiency claim of $900 million, the Debtors'
unsecured notes and general unsecured claims will have the option
to receive either a pro rata share of cash in an amount equal to
5% of the unsecured claim (capped at $2 million) or 10% of the new
common stock, subject to dilution for distributions under
reorganized Citadel's management equity incentive program.
The Bankruptcy Court has approved the Company's access to more
than $36 million of cash on hand, as well as all cash generated
from daily operations, which will be used to continue to satisfy
Citadel's obligations without interruption during the course of
its restructuring. The Company also received Bankruptcy Court
authorization to, among other things, pay pre-petition employee
wages, salaries, health benefits and other employee obligations
during its restructuring, as well as authority to continue to
honor its current customer programs. The Company is authorized
under the Bankruptcy Code to satisfy post-petition expenses
incurred in the ordinary course of business without seeking
Bankruptcy Court approval.
About Citadel Broadcasting
Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.
Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing. Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC. As financial advisor
for the restructuring. Kurtzman Carson Consultants is serving as
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Citadel
Broadcasting Bankruptcy News. The newsletter tracks the Chapter
11 proceeding undertaken by Citadel Broadcasting Corp. and other
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
CITADEL BROADCASTING: To Honor Prepetition Customer Obligations
---------------------------------------------------------------
Citadel Broadcasting Corp. and its units sought and obtained
authority to continue honoring certain prepetition obligations to
customers in the ordinary course of business, including cash in
advance ad sales, barter obligations, prepaid events and unclaimed
prizes and to authorize all applicable banks and other financial
institutions to receive, process, honor and pay all checks
presented for payment of, and to honor all fund transfer requests
made by the Debtors related to, the Customer Obligations.
The Debtors estimate that they may owe approximately $2,900,000
on account of Customer Obligations as of the Petition Date. Only
approximately $940,000 of this total obligation, however,
represents a potential out of pocket cash cost.
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
contended that without being afforded the requested relief, the
Debtors would be unable to effectively maintain their customer
relationships, which could cause significant harm to the Debtors,
their estates, creditors and all parties-in-interest at a time
when customer support is critical to the Debtors' operations and
restructuring effort.
Mr. Henes also argued that maintaining strong relationships with
customers is important because the Debtors face increasing
pressure and competition from other radio broadcasters and
advertising media, as well as the Debtors' inability to increase
pricing in the present economic environment.
"The competitive challenges the Debtors face will inevitably be
exacerbated by the filing of these chapter 11 cases, and the
Debtors will need to assuage Customer anxieties that the filings
might in some way interfere with the Debtors' ability to fully
meet their Customers' needs," Mr. Henes asserts.
Due to the nature of the Debtors' advertising sales to their
customers, they have continually accrued but unsatisfied Customer
Obligations, in both cash and non-cash varieties. The Debtors
estimate that as of the Petition Date, approximately $940,000 in
cash Customer Obligations are outstanding and approximately
$2,000,000 in non-cash Customer Obligations remain outstanding.
The Debtors' existing Customer Obligations are:
* Cash in Advance Ad Sales -- In the ordinary course of
business, due to credit concerns or based on a client's cash
payment schedules, the Debtors often receive cash in advance
for advertising. The amounts are recorded as credits in the
Debtors' accounts receivable ledger until the advertisement
is aired and an invoice is applied against it. Some of the
Cash in Advance Ad Sales are the result of overpayments made
by the advertiser that ultimately need to be repaid or
otherwise applied against future invoices. The Debtors will
continue to owe or be required to perform advertising
obligations based on prepetition Cash in Advance Ad Sales,
since the Debtors have already received the cash for
advertisements that have yet to run.
The Debtors estimate that they owed approximately $780,000
to Customers based on Cash in Advance Ad Sales.
* Barter Obligations -- In certain markets, bartering is
utilized by the Debtors. Specifically, the Debtors will
provide advertising in exchange for goods or services,
including, but not limited to, the usage of automobiles,
computers and computer repair services, network hosting and
other advertising-related services. As of the Petition
Date, the Debtors have certain outstanding Barter
Obligations that will require the Debtors to provide
Customers with advertising air time in the future in
connection with goods or services previously bartered for.
The Debtors estimate that approximately $2,000,000 in Barter
Obligations exist as of the Petition Date.
* Prepaid Events -- At various market levels and depending on
the time of year, the Debtors often produce events,
including listener appreciation concert series, promotional
events, job fairs and other public events. The production
of Prepaid Events includes costs associated with equipment
and venue rentals, as well as payment to attending
performers. The Debtors generally receive sponsorship money
in advance of the Prepaid Event from advertisers, which
affords the advertisers the ability to co-produce the
Prepaid Event or be included in any promotional
advertisements related to the Prepaid Event. In addition,
certain Prepaid Events result in the sale of tickets in
advance of the event in question. As a result, the Debtors
currently have obligations to produce Prepaid Events and
honor sponsorship and advance ticket payments related
thereto. The Debtors estimate their prepetition obligations
relating to Prepaid Events total approximately $164,000.
* Unclaimed Prizes -- To promote listenership, the Debtors
frequently offer their listeners prizes, which include,
among other things, cash rewards, local merchant gift
certificates, out-of-town-travel trips, and in some
instances boats and automobiles. The types of prize
programs vary in length and prize amounts among the Debtors'
stations. Specifically, the Debtors' local station manager
or general manager determines the frequency of prize
promotions and the budget for the amount of prizes to be
awarded in any given period.
Depending on the type of prize awarded, listeners have a
certain number of days to claim their prizes. As of the
Petition Date, certain prizes had not yet been claimed by
the winning listeners.
The Debtors do not maintain a record of amounts owed based
on the Unclaimed Prizes. The Debtors believe, however, that
any amount owed in connection with any Unclaimed Prizes is
de minimis. Thus, out of an abundance of caution, the
Debtors seek authority to honor and satisfy any claims based
on Unclaimed Prizes.
About Citadel Broadcasting
Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.
Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing. Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC. As financial advisor
for the restructuring. Kurtzman Carson Consultants is serving as
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Citadel
Broadcasting Bankruptcy News. The newsletter tracks the Chapter
11 proceeding undertaken by Citadel Broadcasting Corp. and other
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
CITADEL BROADCASTING: To Pay Affiliates' Prepetition Claims
-----------------------------------------------------------
Citadel Broadcasting Corp. and its units sought and obtained the
Court's authority to pay or honor prepetition claims and
obligations due and owing to the Debtors' "On-Air Talent and
Station Affiliates" in the ordinary course of their operations.
Citadel Broadcasting Corporation's business operations are
divided into two segments: (i) its radio station segment known as
Citadel Radio, which owns and operates 224 radio stations across
the country; and (ii) its radio network segment known as Citadel
Media, which produces and distributes syndicated talk shows,
music and news programs and other radio programming and formats
to more than 4,000 station affiliates and 8,500 program
affiliations.
Citadel Media's syndicated programming features well-known radio
personalities, talk show and other program hosts, as well as disc
jockeys. In addition, Citadel Radio utilizes the services of
many high-profile talent who contribute to the daily programming
of Citadel Radio's owned radio stations, which may, in some
instances, be syndicated to broader audiences. The On-Air Talent
consists of employees of the Debtors, independent contractors and
individuals who are employed by third party companies who
contract with the Debtors to provide the services of certain
talent.
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
said that the On-Air Talent and the Station Affiliates are the
lifeblood of the Debtors' businesses. He submits that in
addition to the services provided by the Debtors' employees, the
Debtors would be unable to operate absent the uninterrupted
service and dedication of the Debtors' On-Air Talent and the
airing of syndicated radio content and advertisements by the
Debtors' Station Affiliates.
Most of the On-Air Talent have contracts with the Debtors with
terms generally ranging from one to five years. The Talent
Contracts provide for payment to the On-Air Talent on a salary or
fixed fee basis, which is paid as part of the Debtors' normal
compensation cycle. In addition, many of the Talent Contracts
entitle the On-Air Talent to bonuses based on (i) the ratings
that the applicable program generates within a particular
demographic audience in the relevant geographic area, as measured
by Arbitron, Inc., a media and market research firm or (ii) other
performance-based milestones as outlined in the Talent Contracts.
As of the Petition Date, the Debtors owe the On-Air Talent
approximately $3.8 million on account of Talent Payments and
Service Fees. In addition, the Debtors owe the On-Air Talent for
Talent Bonuses that were earned prepetition, but that the Debtors
will not be in a position to calculate until the end of the
current quarter after Arbitron publishes ratings. Based on
results from previous quarters, the Debtors estimate that the
Talent Bonuses owed to the On-Air Talent as of October 31, 2009,
will be approximately $360,000.
Mr. Henes notes that the Debtors also may owe some of the On-Air
Talent for Revenue Sharing Payments that accrued prepetition but
that the Debtors will not be able to measure until the end of the
fiscal year. The Debtors have accrued approximately $2,300,000
as potentially being owed on account of Revenue Sharing Payments
as of the Petition Date.
Separately, Citadel Media produces and syndicates programming
that features the Network On-Air Talent. The Network On-Air
Talent and the program producers provide their services to
Citadel Media in exchange for either a fixed fee or a portion of
net revenues or net profits. Citadel Media also provides Station
Affiliates with various content like ABC News and nine different
24-hour music formats. Citadel Media is also the exclusive sales
representative for ESPN Radio Network.
To distribute the Citadel Programming to the radio marketplace,
including to competitors of the Debtors' owned and operated radio
stations who contract to air the Citadel Programming, Citadel
Media enters into contractual agreements with the owners of radio
stations for the broadcast of some or all of the Citadel
Programming. Citadel Media is party to approximately 8,500
Affiliate Programming Contracts.
Under a standard Affiliate Programming Contract, Citadel Media
will provide the particular Citadel Programming on an exclusive
basis to one station in a particular market for a term of three
months to up to four years.
Mr. Henes explained that typical Affiliate Programming Contracts
are barter arrangements where no money is exchanged. Instead, in
exchange for the right to broadcast the Citadel Programming, a
Station Affiliate will remit a portion of their advertising air
time, which Citadel Media can then sell to national advertisers
as part of a network. Thus, when Citadel Programming is
broadcast by a Station Affiliate, it includes commercials sold by
Citadel Media to its national advertisers as part of a larger
network of stations. The commercials could be broadcast in
conjunction with the Citadel Programming or during the broadcast
of other programs. At the end of each month, and as contemplated
under the Affiliate Programming Contracts, the Station Affiliates
must submit affidavits to Citadel Media indicating that they have
complied with the Affiliate Programming Contracts and aired the
Citadel Programming, and the commercials, at the required dates
and times.
In addition, certain Affiliate Programming Contracts contain
additional payment arrangements, Mr. Henes noted. Specifically,
he said that certain smaller Station Affiliates, for instance,
pay Citadel Media for access to the Citadel Programming because
their broadcasts do not reach as many listeners, resulting in
less valuable advertising time. On the flip side, in some
circumstances Citadel Media pays certain Station Affiliates to
air the Citadel Programming, including commercials sold by
Citadel Media, because these Station Affiliates have the
potential to reach a wide range of listeners, making their
advertising time far more valuable.
Citadel and the Station Affiliates are also party to contracts
whereby Citadel purchases commercial advertising time units but
does not provide any programming to the Station Affiliate. At
the end of each month, and as contemplated under the Affiliate
Non-Programming Contracts, the Station Affiliates must submit
affidavits to Citadel Media indicating that they have complied
with the Affiliate Non-Programming Contracts and aired the
required commercials at the required dates and times.
Because the stations are not paid until after the submission of
the affidavits, Citadel pays the Station Affiliates for the
broadcast of commercials, under all Affiliate Contracts, in
arrears.
As of the Petition Date, the Debtors owe approximately $2,700,000
to certain Station Affiliates on account of the Affiliate
Contracts.
About Citadel Broadcasting
Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.
Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing. Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC. As financial advisor
for the restructuring. Kurtzman Carson Consultants is serving as
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Citadel
Broadcasting Bankruptcy News. The newsletter tracks the Chapter
11 proceeding undertaken by Citadel Broadcasting Corp. and other
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
CITY OF VALLEJO: Eyes Tax Vote, Bond Freeze to Escape Bankruptcy
----------------------------------------------------------------
Carla Main at Bloomberg News reports that Vallejo, California, may
increase taxes, freeze bond payments and cut deeper into spending
to emerge from bankruptcy. Vallejo's city council has recently
unanimously approved the potential moves as a framework for
negotiations with creditors ahead of a bankruptcy court appearance
in February. Without changes, the city's budget is expected to
grow to $83.5 million by 2014, $27.7 million more than it expects
to collect in revenue.
Vallejo filed for Chapter 9 bankruptcy protection in May 2008
after it was unable to persuade labor unions to accept salary
concessions as the recession began cutting into local government
tax collections nationwide. The city is now working to set new
contracts for municipal workers through arbitration.
Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County, in California. As of the 2000 census, the city had
a total population of 116,760. It is located in the San Francisco
Bay Area on the northern shore of San Pablo Bay. The City is a
charter city organized and exercising governmental functions under
its charter and the laws and constitution of the state. Its
governing body is its City Council.
The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813). Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.
CLEAR CHANNEL: Outdoor Unit Closes $2.5-Billion Bond Sale
---------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., a Delaware corporation and a
subsidiary of Clear Channel Communications Inc. announced the
closing of the offering of $500,000,000 aggregate principal amount
of Series A Senior Notes due 2017 and $2,000,000,000 aggregate
principal amount of Series B Senior Notes due 2017 by its
indirect, wholly-owned subsidiary, Clear Channel Worldwide
Holdings, Inc., a Nevada corporation.
Clear Channel Outdoor Holdings, Clear Channel Outdoor, Inc., a
Delaware corporation and wholly-owned subsidiary of Clear Channel
Outdoor Holdings, and certain other existing and future domestic
subsidiaries of Clear Channel Outdoor Holdings have guaranteed the
Notes. The Notes are senior obligations that rank pari passu in
right of payment to all unsubordinated indebtedness of Clear
Channel Worldwide and the guarantees of the Notes rank pari passu
in right of payment to all unsubordinated indebtedness of the
Guarantors, including indebtedness owed by CCOI to Clear Channel
Communications, Inc., a Texas corporation and the parent of Clear
Channel Outdoor Holdings and Clear Channel Worldwide.
Clear Channel Worldwide will loan the proceeds from the issuance
and sale of the Notes to CCOI, which in turn will use a portion of
the net proceeds to repay approximately $2.0 billion aggregate
principal amount of indebtedness owed to Clear Channel
Communications.
The size of the offering was increased significantly, the Company
noted, reflecting high demand from leading institutional investors
as well as investor confidence in the overall strength and
competitive position of Clear Channel Communications' businesses.
In addition to refinancing the inter-company note, the offering
enables the pay down of a significant portion of the senior
secured credit facilities, thereby strengthening the capital
structure of both Clear Channel Outdoor and Clear Channel
Communications meaningfully in the short and long term.
The Notes have been offered and sold only to qualified
institutional buyers in an unregistered offering pursuant to Rule
144A under the Securities Act of 1933, as amended and to certain
non-U.S. persons in transactions outside the United States in
reliance on Regulation S under the Act. The initial issuance and
sale of the Notes was not be registered under the Act, and the
Notes may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of
the Act.
About Clear Channel
Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.
At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.
The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly. The outlook remains negative. "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.
CLEAR CHANNEL: Robert H. Walls, Jr. Joins as General Counsel
------------------------------------------------------------
Clear Channel Communications, Inc. has named Robert H. Walls, Jr.
as Executive Vice President and General Counsel, effective
January 1, 2010. Walls will oversee the Company's legal and
government affairs activities and will report to Mark Mays,
President and CEO.
Walls joins Clear Channel from Post Oak Energy Capital, a private
equity firm dedicated to investing equity and debt in energy and
energy service companies, where he is a Managing Director and a
founding partner.
"Rob is a seasoned legal professional who has the breadth and
depth of experience required to lead Clear Channel's legal
affairs," said Mr. Mays. "I am delighted to welcome Rob to the
senior executive team and look forward to having the benefit of
his counsel and expertise."
"I am excited to join Clear Channel and work with Mark Mays and
the management team at this formative time for the Company. I
look forward to being part of the effort to help guide the
Company's key business initiatives, meet legal requirements, and
manage government affairs," said Mr. Walls.
Previously, Walls was Executive Vice-President and General Counsel
at Enron Corp., and a member of its Chief Executive Office. In
this role, Walls helped lead a restructuring that dealt with
approximately 25,000 claims in excess of $900 billion, the
coordination of two court-appointed bankruptcy examiners, the
selection and transition of two boards of directors, and the
confirmation of a Plan of Reorganization within three years of the
filing. From 1999 until Enron's bankruptcy, Walls was Managing
Director and General Counsel of Enron Global Assets and Services
and Deputy General Counsel of Enron, where he was responsible for
the legal affairs of all of Enron's domestic and international
energy infrastructure assets. Prior to his Enron experience,
Walls was a lawyer at Vinson & Elkins LLP where he practiced
energy, finance and international law.
Walls serves on the boards of The Texas Children's Cancer Center,
West Houston Young Life and The Chinquapin School. He received
both his Bachelor of Business Administration and his Juris Doctor,
with honors, from the University of Texas. He will be based in
the Company's headquarters in San Antonio, TX.
About Clear Channel
Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.
At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.
The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly. The outlook remains negative. "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.
CLINTON KARTCHNER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Clinton Trent Kartchner
Lucia Y. Kartchner
21374 E Stacey Road
Queen Creek, AZ 85242-5100
Bankruptcy Case No.: 09-33633
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Debtors' Counsel: Nasser U. Abujbarah, Esq.
The Law Offices Of Nasser U. Abujbarah
10654 N. 32nd St
Phoenix, AZ 85028
Tel: (602) 493-2586
Fax: (602) 923-3458
Email: NUALegal@yahoo.com
Estimated Assets: Not Stated
Estimated Debts: Not Stated
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.
COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
94.17 cents-on-the-dollar during the week ended Thursday, Dec. 31,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal. This represents an increase
of 0.49 percentage points from the previous week, The Journal
relates. The Company pays 225 basis points above LIBOR to borrow
under the facility. The bank loan matures on May 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues. The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital. Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.
COMPETITIVE TECHNOLOGIES: Posts $756,000 Loss in Oct. Quarter
-------------------------------------------------------------
Competitive Technologies Inc. reported a net loss of $755,726 on
revenues of $144,127 for the three months ended October 31, 2009,
compared with a loss of $968,100 on revenues of $103,801 for the
same period of 2008.
At October 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,440,881, total liabilities of
$1,156,329, and total shareholders; interest of $284,552.
The Company's consolidated balance sheets at October 31, 2009,
also showed strained liquidity with $969,623 in total current
assets available to pay $1,061,549 in total current liabilities.
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?4cc8
Going Concern Doubt
The Company has incurred operating losses since fiscal 2006. At
current reduced spending levels, the Company may not have
sufficient cash flow to fund operating expenses beyond fiscal
2010. "These conditions raise substantial doubt about the
Company's ability to continue as a going concern."
About Competitive Technologies
Based in Fairfield, Connecticut, Competitive Technologies Inc.
(AMEX: CTT) -- http://www.competitivetech.net/-- provides
distribution, patent and technology transfer, sales and licensing
services focused on the needs of its customers and matching those
requirements with commercially viable product or technology
solutions.
The Company earn revenue in two ways, from licensing its clients'
and the Company's own technologies to its customer licensees, and
in a business model that allows the Company to share in the
profits of distribution of finished products.
CORNER HOME CARE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Corner Home Care, Inc.
dba The Pharmacy Corner
fdba Optioncare
fdba Western Kentucky IV Services
108 E. Washington Street
Princeton, KY 42445
Bankruptcy Case No.: 09-51451
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Western District of Kentucky (Paducah)
Debtor's Counsel: Todd A. Farmer, Esq.
Stout, Farmer & King, PLLC
329 N. 5th Street
PO Box 7766
Paducah, KY 42002-7766
Tel: (270) 443-4431
Fax: (270) 443-4631
Email: todd@sfk-law.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $2,906,667
and total debts of $6,355,137.
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/kywb09-51451.pdf
The petition was signed by James Knauff, president of the Company.
COSINE COMMUNICATIONS: Raging Capital Discloses 5.4% Stake
----------------------------------------------------------
Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging
Capital Management, LLC, and William C. Martin disclose holding in
the aggregate 541,680 shares or roughly 5.4% of the common stock
of CoSine Communications, Inc., based on 10,090,635 shares
outstanding as of November 5, 2009.
Raging Capital is the general partner of each of the Raging Funds.
Mr. Martin is the managing member of Raging Capital.
About Cosine Communications
CoSine Communications (Pink Sheets: COSN) was founded in 1998 as a
global telecommunications equipment supplier to empower service
providers to deliver a compelling portfolio of managed, network-
based IP and broadband services to consumers and business
customers. CoSine ceased its customer service operations
effective December 31, 2006. CoSine's strategic plan is to
redeploy its existing resources to identify and acquire new
business operations. CoSine's redeployment strategy will involve
the acquisition of one or more operating businesses with existing
or prospective taxable earnings. This strategy may allow CoSine
to realize future cash flow benefits from its net operating loss
carry-forwards.
Going Concern Doubt
At September 30, 2009, the Company has an accumulated deficit of
$517 million. The Company believes that its current redeployment
of assets strategy raises substantial doubt about its ability to
continue as a going concern.
At September 30, 2009, the Company's consolidated balance sheets
showed $22.7 million in total assets, $206,000 in total
liabilities, and $22.5 million in total stockholders' equity.
COUNTERPATH CORPORATION: Posts $1.7MM Loss in October 31 Quarter
----------------------------------------------------------------
CounterPath Corporation reported a net loss of $1,753,553 on total
revenue of $1,900,607 for the three months ended October 31, 2009,
compared with a net loss of $3,524,074 on total revenue of
$3,016,830 for the same period last year.
Total operating expenses were $3,695,923 for the three months
ended October 31, 2009, compared to $6,678,308 for the same period
last year.
Balance Sheet
At October 31, 2009, the Company's consolidated balance sheets
showed $17,663,864 in total assets, $4,195,239 in total
liabilities, and $13,468,625 in toal stockholders' equity.
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?4cca
Going Concern Doubt
As at October 31, 2009, the Company has not yet achieved
profitable operations and had an accumulated deficit of
$37,314,084 since incorporation. "These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern."
About CounterPath Corporation
Based in Vancouver, British Columbia, Canada, CounterPath
Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design,
development, marketing and sales of desktop and mobile
communications application software, gateway (server) software and
related professional services, such as pre and post sales
technical support and customization services. The Company's
products are sold into the Voice over Internet Protocol (VoIP)
market primarily to carriers, original equipment manufacturers and
businesses in North America, Central and South America, Europe and
Asia.
CR GAS STORAGE: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which CR Gas Storage is
a borrower traded in the secondary market at 93.80 cents-on-the-
dollar during the week ended Thursday, Dec. 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal. This represents an increase of 0.30 percentage
points from the previous week, The Journal relates. The Company
pays 175 basis points above LIBOR to borrow under the loan
facility, which matures on May 13, 2013. The bank is not rated
by Moody's and Standard & Poor's. The debt is one of the biggest
gainers and losers among 166 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Dec. 31,
2009.
Niska Gas Storage's -- http://www.niskags.com/-- natural gas
storage business is located in key North American natural gas
producing and consuming regions and is connected to multiple gas
transmission pipelines. Niska and its subsidiaries own and
operate approximately 140 billion cubic feet of working gas
capacity at three facilities: Suffield - 85 Bcf in Alberta;
Countess - 40 Bcf in Alberta; and Salt Plains - 15 Bcf in
Oklahoma. The Suffield and Countess gas storage facilities
conduct business under the name AECO Hub.
Niska Gas Storage, also known as CR Gas Storage, and formerly
EnCana Gas Storage, in May 2006, completed the first phase of its
sale from EnCana Corporation to the Carlyle/Riverstone Global
Power and Energy Fund, an energy private equity fund managed by
Riverstone Holdings and The Carlyle Group. In conjunction with
the closing, Niska announced that effective immediately it has
changed its name from EnCana Gas Storage to Niska Gas Storage.
CYTOCORE INC: September 30 Balance Sheet Upside-Down by $2,199,000
------------------------------------------------------------------
CytoCore, Inc.'s consolidated balance sheets at September 30,
2009, showed total assets of $3,394,000 and total liabilities of
$5,593,000, resulting in a shareholders' deficit of $2,199,000.
The Company reported current assets of $1,374,000 and current
liabilities of $5,593,000 at September 30, 2009, resulting in a
working capital deficit of $4,219,000 at September 30, 2009.
The Company reported net revenues of $5,000 and a net loss of
$610,000 for the three months ended September 30, 2009, compared
with net revenues of $28,000 and a net loss of $1,537,000 for the
corresponding period of 2008.
The decrease in net loss resulted primarily from decreases in R&D
and SG&A expenses due to the Company completing its clinical
trials during 2008 for the SoftPAP cervical collection device and
a reduction in expenses due to the lack of working capital to fund
operations.
For the nine months ended September 30, 2009, the Company reported
net revenues of $28,000 and a net loss of $3,636,000, compared to
net revenues of $110,000 and a net loss of $5,182,000 for the
equivalent period last year.
A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4cd1
Going Concern Doubt
The Company has incurred significant operating losses since its
inception. Management expects that significant on-going operating
expenditures will be necessary to successfully implement CCI's
business plan and develop, manufacture and hire personnel to
market its products. "These circumstances raise substantial doubt
about CCI's ability to continue as a going concern."
Implementation of the Company's plans and its ability to continue
as a going concern will depend upon the Company's ability to
increase sales of its products, develop new products, and raise
additional capital. At September 30, 2009, the Company had $3,000
in cash, and currently does not have sufficient cash on hand to
fund its operations.
About Cytocore Inc.
Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer. CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore SolutionsTM
System and related image analysis platform. The CytoCore
SolutionsTM System and associated products are intended to detect
cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.
DAMON'S INTERNATIONAL: Shuts Down N.Y. and Hanover Store Location
-----------------------------------------------------------------
According to York Daily Record, Damon's International Inc.'s store
on Roosevelt Avenue in New York and Eisenhower Drive in Hanover
shut down due to the current economic times.
Damon's International Inc. operates a chain of restaurant filed
Chapter 11 bankruptcy protection. Court documents say that
Damon's has $1 million to $10 million in assets, against
$1 million to $10 million debts owed to 199 to 1,000 creditors.
Damon's International Inc. was founded in 1979. It has 50 units
in 15 states and the United Kingdom. Locally, restaurants are at
The Waterfront in Homestead and in Monroeville and Collier.
DAVID HERRICK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: David P. Herrick
2132 Allendale Rd,
Montgomery, AL 36111
Bankruptcy Case No.: 09-15977
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Southern District of Alabama (Selma)
Judge: Patricia C Williams
Debtor's Counsel: James L. Day, Esq.
Von G. Memory, P.A.
P.O. Box 4054
Montgomery, AL 36103-4054
Tel: (334) 834-8000
Fax: (334) 834-8001
Email: jlday@memorylegal.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Mr. Herrick.
DEARBORN BANCORP: Receives Non-Compliance Notice From Nasdaq
------------------------------------------------------------
Dearborn Bancorp, Inc., disclosed that on December 28, 2009, the
Company received written notice from The Nasdaq Stock Market
notifying the Company that it is currently not in compliance with
the following Nasdaq continued listing requirement:
* Marketplace Rule 5450(b)(1)(C) which requires a minimum market
value of publicly held shares "MVPHS" of $5,000,000
In accordance with Marketplace Rule 5810(c)(3)(D), the Company has
90 calendar days to regain compliance with the MVPHS Rule. Nasdaq
will provide written notification to the Company that it has
achieved compliance with the MVPHS Rule if, at any time before
March 29, 2010, the MVPHS of the Company's common stock closes at
$5 million or higher for at least 10 consecutive trading days. If
the Company does not regain compliance with the MVPHS Rule by the
required deadline, the Company's common stock will be subject to
delisting from the Nasdaq Global Select Market.
The Company previously reported its receipt on December 2, 2009,
of written notice from Nasdaq indicating that the Company is not
in compliance with Nasdaq's continued listing requirement under
Marketplace Rule 5450(a)(1) which requires a minimum bid price for
common stock of $1.00 per share.
Dearborn Bancorp, Inc., is a registered bank holding company. Its
sole banking subsidiary is Fidelity Bank. The Bank operates 17
offices in Wayne, Oakland, Macomb and Washtenaw Counties in the
State of Michigan. Its common shares trade on the Nasdaq Global
Market under the symbol DEAR.
DECODE GENETICS: Receives Nasdaq Deficiency Notice
--------------------------------------------------
deCODE genetics, Inc., on December 30 received a notice from the
Nasdaq Stock Market stating that for 30 consecutive business days
the market value of the publicly held shares of its common stock
has been below $15 million, the minimum level required for
continued listing on The Nasdaq Global Market as set forth in
Nasdaq Listing Rule 5450(b)(3)(C). In accordance with Nasdaq
Listing Rule 5810(c)(3)(D), deCODE will be provided a period of 90
calendar days from the date of the notice in which to regain
compliance. If at any time during this period the market value of
the publicly held shares of deCODE's common stock is $15 million
or more for a minimum of 10 consecutive business days, Nasdaq will
provide deCODE with written confirmation of compliance and the
matter will be closed.
As previously reported, deCODE has appealed the potential
suspension of trading in its common stock and the subsequent
delisting from Nasdaq pursuant to a notice from Nasdaq received on
November 18, 2009. A decision on this matter is expected in
January, 2010.
deCODE Genetics Inc. is a bio-pharmaceutical company developing
and marketing products for the treatment, diagnosis, and
prevention of common diseases. deCODE applies its capabilities in
chemistry and structural biology to the development of drugs in
therapeutic areas, and applies its discoveries in human genetics
to bring to market deoxyribonucleic acid (DNA)-based reference
laboratory tests and consumer genome analysis services to assess
individual risk of common diseases. The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.
deCODE's balance sheet at June 30, 2009, showed total assets of
US$69.85 million and total liabilities of US$313.92 million,
resulting in a stockholders' deficit of US$244.07 million.
The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063). The petition listed assets of
US$69.9 million against debt of US$314 million. Liabilities
include US$230 million on 3.5 percent senior convertible notes.
DOLLAR GENERAL: Bank Debt Trades at 4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dollar General
Corp. is a borrower traded in the secondary market at 96.05 cents-
on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility. The bank loan matures on July 7, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB rating. The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Dec. 31, 2009.
Dollar General Corp. -- http://www.dollargeneral.com/-- is a
discount retailer of general merchandise at everyday low prices.
Through its stores, the Company offers a focused assortment of
basic consumable merchandise, including health and beauty aids,
packaged food and refrigerated products, home cleaning supplies,
housewares, stationery, seasonal goods, basic clothing and
domestics. Dollar General stores serve primarily low-, middle-and
fixed-income families.
Dollar General carries 'B+' issuer credit ratings from Standard &
Poor's.
DONALD KELLAND: U.S. Trustee Unable to Appoint Creditors Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 14 advised the U.S. Bankruptcy Court
for the District of Arizona that a creditors committee has not
been appointed in the Chapter 11 case of Donald Kelland and Noel
Kelland. The U.S. Trustee related that there were an insufficient
number of unsecured creditors who have expressed interest in
serving on a committee. The UST reserves the right to appoint the
committee if interest develop among the creditors.
Phoenix, Arizona-based Donald Kelland and Noel Kelland filed for
Chapter 11 bankruptcy protection on Nov. 15, 2009 (Bankr. D. Ariz.
Case No. 09-29392). The Company listed $10,000,001 to $50,000,000
in assets and $10,000,001 to $50,000,000 in liabilities.
DORAL ENERGY: Posts $1.29-Mil. Net Loss in October 31 Quarter
-------------------------------------------------------------
Doral Energy Corp. reported a net loss of $1,288,789 on revenue
from oil and gas sales of $467,197 for the three months ended
October 31, 2009, compared to net income of $822,793 on revenue
from oil and gas sales of $652,256 for the three months ended
October 31, 2008.
Average price of crude oil was significantly lower during the
period ended October 31, 2009, as compared to the comparable
period ended October 31, 2008.
Balance Sheet
At October 31, 2009, the Company had total assets of $20,971,383,
total liabilities of $9,469,865, and total stockholders' equity of
$11,501,518.
The Company's consolidated balance sheets at October 31, 2009,
also showed strained liquidity with $665,593 in total current
assets available to pay $8,333,581 in total current liabilities.
A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4cd6
About Doral Energy
Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-
- is an oil and gas exploitation and production company
headquartered in Midland, Texas. Doral Energy Corp.'s strategy is
to grow a portfolio of under-developed production and exploitation
assets with the potential for generating near-term increases in
existing production through operational improvements, and longer-
term development of proved undeveloped reserves by infill
drilling.
Doral's first producing assets, the Hanson Properties in Eddy
County, New Mexico, located in the northwestern Permian Basin of
New Mexico, are currently producing 135 barrels of oil equivalent
per day (BOEPD).
DUNE ENERGY: Receives Non-Compliance Notice From NYSE AMEX
----------------------------------------------------------
Dune Energy, Inc., disclosed that on December 28, 2009, it
received notice from NYSE AMEX indicating that the Company is not
in compliance with certain conditions of the Exchange's continued
listing standards under Section 1003 of the Company Guide.
Specifically, the Exchange noted the Company's failure to comply
with Section 1003(a)(i) of the Company Guide relating to
stockholders' equity of less than $2,000,000 and losses from
continuing operations and net losses in two out of its three most
recent fiscal years; Section 1003(a)(ii) of the Company guide
relating to stockholders' equity of less than $4,000,000 and
losses from continuing operations and net losses in three out of
its four most recent fiscal years; and Section 1003(a)(iii) of the
Company Guide relating to stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years.
In December of 2008, the Company received a similar notice from
the Exchange and submitted a plan detailing actions that the
Company would take to bring it into compliance with the continued
listing standards by June 15, 2010. Although the Company was
notified by the Exchange in October 2009 that it had regained
compliance, the Company was advised that the Plan Period would
remain open until the Company could demonstrate compliance with
the continued listing standards for two consecutive quarters.
Based on a review by the Exchange of publicly available
information, including the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009, the Exchange determined
that the Company has fallen out of compliance with the continued
listing requirements. As a result, the Company is subject to the
procedures and requirements of Section 1009 of the Company Guide.
The Company has been afforded the opportunity to supplement its
Plan in order to address how it intends to regain compliance with
Sections 1003(a)(i), 1003 (a)(ii) and 1003(a)(iii) by June 15,
2010. Such Revised Plan must be submitted to the Exchange by
January 27, 2010. If the Exchange accepts the Revised Plan, then
the Company may be able to continue its listing during the Plan
Period, during which time the Company will be subject to periodic
review to determine whether it is making progress consistent with
the Revised Plan.
If the Company fails to submit such a Revised Plan, the Revised
Plan is not accepted, the Company does not make progress toward
compliance consistent with the Revised Plan, or is not in
compliance at the end of the Plan Period, then the Company may be
subject to delisting proceedings by the Exchange. There can be no
assurance that the Exchange staff will accept the Company's
Revised Plan of compliance or that, even if such Revised Plan is
accepted, the Company will be able to implement the Revised Plan
within the prescribed timeframe.
As a consequence of falling below the Exchange's continued listing
standards, the Company's stock trading symbol has become subject
to the indicator ".BC" to denote its noncompliance. The trading
symbol will bear this indicator until the Company regains its
compliance with the Exchange continued listing requirements.
Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company. Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast. Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.
As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit. The Company had
$252.0 million in accumulated deficit as of June 30, 2009.
* * *
As reported by the Troubled Company Reporter-Europe on Dec. 7,
2009, Moody's Investors Service downgraded Dune Energy, Inc.'s
Probability of Default Rating to Ca from Caa2 and its Corporate
Family Rating to Ca from Caa2. Moody's also downgraded the
company's $300 million senior secured notes to Ca (LGD 4, 55%)
from Caa2 (LGD 4, 51%). The outlook was changed to negative.
EAST COAST SANITATION: Replaced by Galaxy for Garbage Services
--------------------------------------------------------------
The Progress' Edward A. Burke relates that Galaxy Carting and
Recycling of Jersey City replaced East Coast Sanitation of East
Hanover as borough's collector of garbage, bulk refuse and
recycling material.
East Coast Sanitation Co., a waste-disposal company based in
Elizabeth, New Jersey. The Company filed for Chapter 11 on
August 10, 2009 (Bankr. D. N.J. Case No. 09-30888). Daniel J.
Yablonsky, Esq., at Yablonsky & Associates, LLC, represents the
Debtor.
EAST GADSDEN: Files for Bankruptcy to Block Sale of Property
------------------------------------------------------------
Andy Powell at Gadsden Times reports that East Gadsden Golf Club
Inc. filed for Chapter 11 bankruptcy at an Etowah County
Courthouse, in Alabama, to avert the foreclosure sale of its 103-
acre River Trace Golf Court property by First Jackson Bank of
Stevenson. The Company listed assets of $13,332,500 million and
debts of $2,724,804.
The Company plans to reorganize and find a developer willing to
pay off about $2.5 million including interest owed to the bank,
according to Gadsden Times, citing a person with knowledge of the
matter as saying. The Company said it has about four months to
come up with a plan to pay off creditors.
The case is assigned to the Hon. James Robinson.
EMDEON BUSINESS: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Emdeon Business Services
corporate family rating to B1 from B2. Moody's also upgraded the
ratings of first lien revolving credit facility and term loan to
Ba3 from B1 and of second lien term loan to B3 from Caa1. The
rating outlook remains at stable.
The rating upgrade reflects reduced leverage due to EBITDA
expansion and cash flow growth. Moody's views the company's
recent IPO, which enhanced its equity and liquidity position as a
positive factor to the rating. The company has also demonstrated
consistent organic growth, even through the economic downturn,
which highlights the strength of the company's products and market
position. The upgrade also incorporates Moody's expectations that
the company will continue to expand its EBITDA and generate strong
positive free cash flow, which could help in further delevering
the company.
Emdeon's B1 corporate family rating reflects its strong
competitive position, high level of recurring revenues, strong
operating performance, good earnings quality, significant positive
free cash flow generation, large customer base, and high customer
retention because of high switching costs. The rating is
constrained by the company's moderately high debt leverage, modest
interest coverage, and competitive business environment.
The stable rating outlook reflects Moody's expectation that Emdeon
will be able to maintain its market share, while growing its
revenues, EBITDA and free cash flow.
These ratings were upgraded:
* Corporate Family Rating to B1 from B2
* Probability of Default Rating to B1 from B2
* $50 million First Lien Revolving Credit Facility to Ba3, LGD3,
40% from B1, LGD3, 41%
* $755 million First Lien Term Loan to Ba3, LGD3, 40% from B1,
LGD3, 41%
* $170 million Second Lien Term Loan to B3, LGD6, 91% from Caa1,
LGD6, 92%
The last rating action was on October 25, 2006 when Moody's
assigned first-time ratings to Emdeon Business Services. EBS was
assigned a CFR of B2 and the first lien revolving credit facility
and term loan were assigned B1, while second lien term loan was
assigned a Caa1 rating.
Emdeon Business Services provides health care transaction
processing services to health benefits payers, healthcare
providers (hospitals, physicians, physician practices), and
pharmacies. EBS generated approximately $898 million in revenues
for the twelve months ended September 30, 2009.
EMRISE CORP: Has Forbearance from Lender Until January 15
---------------------------------------------------------
EMRISE Corporation has entered into a short-term forbearance
agreement with its lender through January 15, 2010.
As of December 31, 2009, EMRISE would have been in default of
certain financial covenants under its credit agreement with its
lender, including the requirement to raise $3 million in equity by
December 31, 2009.
On December 30, 2009, EMRISE and certain of its subsidiaries
entered into a short-term forbearance agreement with its lender,
whereby the lender has agreed, among other things, to not exercise
remedies with respect to any default of the financial covenants as
currently in effect under the credit agreement until and through
January 15, 2010. In addition, the lender has agreed to accept a
reduced monthly principal payment from the Company under the
credit agreement in the amount of $150,000 (reduced from $287,000)
for the month of January 2010. This short-term forbearance is
contingent upon no additional events of default occurring under
the credit agreement. The parties have agreed that they will
continue to negotiate the terms of a longer forbearance period.
There can be no assurance that the parties will reach a
satisfactory agreement.
EMRISE also commented on its previously reported negotiations for
the sale of substantially all of the assets of RO Associates
Incorporated, a wholly-owned subsidiary of the Company that
operates within EMRISE's electronic devices segment, with the
expectation of consummating such sale by December 31, 2009. The
Company continues to pursue the possible sale of RO and now
believes that a transaction could be completed during the first
quarter of 2010, but as of the date of this release, EMRISE has
not entered into any definitive agreements regarding such a sale.
There can be no assurance that the Company will be able to sell
substantially all of the assets of RO.
About EMRISE Corporation
EMRISE Corporation (NYSE Arca: ERI) -- http://www.emrise.com/--
designs, manufactures and markets electronic devices, sub-systems
and equipment for aerospace, defense, industrial and
communications markets. EMRISE products perform key functions
such as power supply and power conversion; radio frequency (RF)
and microwave signal processing; and network access and timing and
synchronization of communications networks. Primary growth driver
applications for EMRISE products include the use of its RF devices
in radio-controlled improvised explosive device (RCIED) jamming
systems, and the use of its Network Timing and Synchronization
products in edge networks. EMRISE serves customers in North
America, Europe and Asia through operations in the United States,
England and France. The Company has built a worldwide base of
customers including a majority of the Fortune 100 in the U.S. that
do business in markets served by EMRISE and many similar-size
companies in Europe and Asia.
ERICKSON RETIREMENT: MSRESS III Wants to Probe Debtors
------------------------------------------------------
MSRESS III Dallas Campus, L.P., MSRESS III Denver Campus, L.L.C.,
and MSRESS III Kansas Campus, L.P., entered into transactions
involving Debtors Dallas Campus, LP, Littleton Campus, LLC and
Kansas Campus, LLC. Thus, the MSRESS III Entities assert that
they collectively hold claims, totaling $67,500,000, against the
Debtors.
Thomas A. Connop, Esq., at Locke Lord Bissell & Lidell LLP, in
Dallas, Texas, notes that the Debtors' Joint Plan of
Reorganization seems to contemplate that the senior lenders on
the retirement communities would foreclose and extinguish the
junior debt, including the MSRESS III Entities' interest in the
retirement communities of the Debtors.
In this light, the MSRESS III Entities want to examine the
Debtors to determine whether there are agreements or
understandings between the Debtors and the not-for-profit
entities, which are the borrowers under Community Loans, or
between the Debtors and Redwood Capital Investment LLC, which
have not been fully disclosed. The Debtors have agreed to
provide access to certain documents and information which the
MSRESS III Entities will review, Mr. Connop says. However, the
MSRESS III Entities seek additional documents and information
beyond that which the Debtors have agreed to provide, he notes.
Accordingly, the MSRESS III Entities ask the Court pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure to require
a designee of the Debtors at a deposition and to testify as to
certain topics as well as to produce the documents.
A list of the subject matters of the Debtors' examination and
documents sought is available for free at:
http://bankrupt.com/misc/ERC_MSRESSRule2004Topics.pdf
At the request of the MSRESS III Entities, the Court will
consider the Rule 2004 Motion, on an expedited basis, on Jan. 13,
2010. The MSRESS III Entities noted that an expedited hearing is
necessary in light of the fast timeline with which the Debtors'
Chapter 11 cases are proceeding.
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
October 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: Sues MSRESS Denver for 'Financing' Ruling
--------------------------------------------------------------
Debtors Littleton Campus, LLC, and Erickson Retirement
Communities, LLC, filed a complaint seeking declaratory judgment
against MSRESS III Denver Campus, LLC.
Littleton Campus was formed by ERC on March 19, 2006, to acquire
and develop a continuing care retirement community located in
Littleton, Colorado, known as Wind Crest. In March 2006,
Littleton Campus purchased 135 acres located at 3480 West County
Line Road, Highlands Ranch, in Douglas County, Colorado. The
Wind Crest community was to include 1,587 independent living
units, 96 assisted living units, 132 skilled nursing units, and
accessory uses.
To finance the initial construction and development of the
Project, Littleton Campus entered into a Construction Loan with
GMAC Commercial Mortgage Corporation as lender in the original
principal amount of $83 million, as amended. The Littleton
Construction Loan is guaranteed by ERC and Erickson Group,
LLC. Pursuant to the Littleton Construction Loan, Littleton
Campus and the Guarantors are required to maintain liquid assets,
totaling $24,000,000. In June 2006, the Debtors began the
construction and development of the Wind Crest community, which
opened for occupancy in June 2007. The development of the Wind
Crest community has yet to be fully completed.
The Debtors sought additional capital to satisfy the Liquidity
Covenant under the Littleton Construction Loan. To that end, in
October 2006, Littleton Campus and MSRESS Denver entered into
these transactions:
(a) A Purchase Agreement, wherein Littleton Campus sold the
Property to MSRESS for $25,000,000;
(b) A $25,000,000 Loan, which is titled a lease, but
essentially a financing arrangement, whereby Littleton
Campus was to repay the loan from MSRESS Denver;
(c) A limited guaranty and indemnity agreement, wherein ERC
agreed to indemnify MSRESS under certain circumstances and
to guarantee certain obligations of Littleton Campus under
the Lease;
(d) A membership interest pledge agreement, in which ERC
granted a security interest in their membership interests
in Littleton Campus to the Defendant; and
(e) A ground lessor tri-party agreement, wherein MSRESS Denver
agrees that its interests in the Property are subordinate
to the interests of the parties to the Littleton
Construction Loan and certain other related agreements
concerning the Wind Crest community.
Ted A. Berkowitz, Esq., at Farrell Fritz, P.C., in Uniondale, New
York, notes that MSRESS Denver purchased the Property from the
Debtors so that the Debtors could construct and develop the Wind
Crest community on the Property. MSRESS Denver intended for the
Debtors to use the Property to construct and develop the Wind
Crest community, he asserts. Moreover, the intent of the parties
was for the Wind Crest Transaction to be a financing arrangement,
he insists. In addition, the characterization of Littleton
Campus' payments under the Loan as interest indicates that the
Loan is a financing and not a lease, Mr. Berkowitz maintains.
The Loan also contains an option to purchase the Property, which
price under the Option Purchase is nominal under the
circumstances, according to Mr. Berkowitz. Pursuant to the Loan,
Littleton Campus is required to pay, among other things, the
amounts owed for taxes, utilities and insurance, which
obligations reflect ownership in the Property and indicate that
the Wind Crest Transaction is a financing and not a lease, he
adds.
Mr. Berkowitz relates that the payments made by Littleton Campus
to MSRESS Denver were computed to provide MSRESS Denver with a
return on its investment. Indeed, the payments made by Littleton
Campus to MSRESS Denver under the Wind Crest Transaction were
payments of interest on the $25 million loan from MSRESS Denver.
He notes that the Loan grants Littleton Campus a right of first
refusal. In addition, MSRESS Denver never objected to the
characterization of the Wind Crest Transaction as a financing in
Littleton Campus' financial statements, he points out.
Thus, the economic realities of the Wind Crest Transaction and
the terms of the Agreement prove that the relationship between
Littleton Campus and MSRESS Denver is a borrower/lender
relationship and not a lessee/lessor relationship, Mr. Berowitz
contends. Thus, since the Wind Crest Transaction is a financing
and not a lease, Section 365 of the Bankruptcy Code of the
Bankruptcy Code does not apply, he asserts.
The Debtors thus ask the Court to enter a judgment declaring
that:
(a) the Wind Crest Transaction is a financing, not a lease;
and
(b) that Section 365 does not apply to the Wind Crest
Transaction.
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
October 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: Wants Ruling That HCP Deal a 'Financing'
-------------------------------------------------------------
Debtors Novi Campus, LLC, and Erickson Retirement Communities,
LLC, initiated an adversary proceeding against HCP ER2, LP,
formerly known as CNL Retirement ER2, LP, seeking a declaratory
judgment that:
(a) the "Fox Run Transaction" is a financing, not a lease;
and
(b) Section 365 does not apply to the Fox Run Transaction.
Novi Campus was formed by ERC on July 18, 2000, to acquire and
develop a continuing care retirement community known as Fox Run
in Novi, Michigan. In February 2002, Novi Campus purchased
certain land located at 41000 13 Mile Road, in Novi, Michigan.
The Fox Run community was to include 1,049 independent living
units, 44 assisted living units, 88 skilled nursing units, and
accessory uses.
To finance the initial construction and development of the
Project, Novi Campus entered into a Construction Loan with
Mercantile-Safe Deposit and Trust Company, now known as PNC Bank,
National Association, as lender in the original principal amount
of $46 million, as amended. The Novi Construction Loan is
guaranteed by ERC and Erickson Group, LLC.
Pursuant to the Novi Construction Loan, Novi Campus and the
Guarantors are required to maintain liquid assets totaling
$24,000,000. In June 2002, the Debtors began the construction
and development of the Fox Run community, which opened for
occupancy in June 2003. The development of the Fox Run Community
has yet to be fully completed.
The Debtors sought additional capital to satisfy the Liquidity
Covenant under the Novi Construction Loan. To that end, in
February 2003, Novi Campus and HCP ER2 entered into these
transactions:
(a) A Purchase Agreement, whereby Novi Campus sold the
Property to HCP ER2 for $17,000,000;
(b) A $17,000,000 Loan, which is titled a lease, but in
substance is a financing arrangement whereby Novi Campus
was to repay the loan from HCP ER2;
(c) A limited guaranty and indemnity agreement, wherein ERC
agreed to indemnify HCP ER2 under certain circumstances
and to guarantee certain obligations of Novi Campus under
the Lease;
(d) A membership interest pledge agreement, whereby ERC
granted a security interest in their membership interests
in Novi Campus to HCP ER2; and
(e) A ground lessor tri-party agreement between Novi Campus,
Mercantile, and HCP ER2, whereby HCP ER2 agrees that
its interests in the Property are subordinate to the
interests of the parties to the Novi Construction Loan and
certain other related agreements concerning the Fox Run
community.
HCP ER2 intended for the Debtors to use the Property to construct
and develop the Fox Run community, Ted A. Berkowitz, Esq., at
Farrell Fritz, P.C., in Uniondale, New York, tells the Court.
Moreover, he avers, the intent of the parties was for the Fox Run
Transaction to be a financing arrangement. The Loan contains an
option to purchase the Property, which purchase price is nominal
under the circumstances. The nominal Option Purchase Price is
indicative of a financing and not a lease, he asserts. Moreover,
the Loan required Novi Campus to pay, among other things, taxes,
utilities and insurance, which obligations reflect ownership in
the Property. Similarly, the payments made by Novi Campus to
HCP ER2 were payments of interest on the $17 million loan from
the HCP ER2, he says.
Those provisions show that HCP ER2 computed the payments to earn
a return on its investment, which is another indication that the
Fox Run Transaction is a financing and not a lease, Mr. Berkowitz
emphasizes. The presence of a right of first refusal also
indicates that the Fox Run Transaction is a financing and not a
lease, he adds. As the Fox Run Transaction is a financing and
not a lease, Section 365 of the Bankruptcy Code does not apply,
Mr. Berkowitz contends.
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
October 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)
EUGENE ARMSTRONG: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Eugene H. Armstrong
Peggy A. Armstrong
102 Vista Drive
Bridgeport, WV 26330
Bankruptcy Case No.: 09-02934
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Northern District of West Virginia (Clarksburg)
Judge: BK Patrick M. Flatley
Debtors' Counsel: Marcy J. Grishkevich, Esq.
3360 Main Street
Weirton, WV 26062
Tel: (304) 914-3200
Fax: (304) 914-3244
Email: mgrishkevich@comcast.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The petition was signed by the Joint Debtors.
EUOKO GROUP: October 31 Balance Sheet Upside-Down by $6,341,987
---------------------------------------------------------------
Euoko Group, Inc.'s consolidated balance sheets at October 31,
2009, showed total assets of $1,214,436 and total liabilities of
$7,556,423, resulting in a stockholders' deficit of $6,341,987.
The Company reported a net loss of $595,925 on sales of $395,697
for the three months ended October 31, 2009, compared with a net
loss of $639,607 on sales of $340,422 for the same period last
year.
Cost of sales for the three months ended October 31, 2009, was
$95,995, compared to cost of sales of $88,011 for the three months
ended October 31, 2008.
For the three months ended October 31, 2009, total operating
expenses were $833,302 while they were $854,428 for the three
months ended October 31, 2008.
A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4cd2
Going Concern Doubt
The Company had a net loss of $595,925 for the three months ended
October 31, 2009, and as of October 31, 2009, the Company had a
stockholders' deficiency of $6,341,987. "These matters raise
substantial doubt about the Company's ability to continue as a
going concern."
About Euoko Group
Based in Toronto, Ontario, Canada, Euoko Group, Inc. (OTC BB:
EUOK) is engaged in the business of the development, marketing and
distribution of skin treatments.
EVEREST HOLDINGS: Law Firm Disinterested After Selling Claim
------------------------------------------------------------
WestLaw reports that while it had the appearance of "gaming the
system," a transaction whereby a law firm with a substantial
claim, in the amount of $662,843.93, against Chapter 11 debtors
for its prepetition legal services sold this claim to an
affiliated non-debtor entity which wanted to construct a real
estate development across the street from the debtors'
residential, retail and entertainment complex, and which believed
that the debtors' successful reorganization would impact
positively on its own development, served to remove the firm as a
creditor of the estate and to allow its employment as counsel to
the debtors. This related entity had sufficient equity in its
real estate holdings to pay the law firm and was not dependent on
receiving any distribution from the debtors to pay the purchase
price for this fee claim. In re 7677 East Berry Ave. Associates,
L.P., --- B.R. ----, 2009 WL 4186743 (Bankr. D. Colo.).
Nevada, Texas-based Everest Holdings, LLC, operates a real estate
business. It filed for Chapter 11 bankruptcy protection on
August 30, 2009 (Bankr. D. Colo. Case No. 09-27906). Its
affiliates, EDC Denver I, LLC, and 7677 East Berry Avenue
Associates, L.P., also filed for bankruptcy. Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., who both have offices in
Denver, Colorado, assist Everest Holdings in its restructuring
efforts. Everest Holdings estimated $100,000,001 to $500,000,000
in assets and $50,000,001 to $100,000,000 in liabilities in its
Chapter 11 petition.
EXCALIBUR MACHINE: Esmark Industrial Acquires Firm's Assets
-----------------------------------------------------------
Esmark Industrial Group, a newly formed subsidiary of Esmark
Incorporated, on December 29 announced that it has completed the
acquisition of assets of Meadville, Pennsylvania-based Excalibur
Machine Company, Inc., for $3.5 million in cash.
Excalibur Machine is a precision machining and fabrication firm
that supplies parts, sub-assemblies and materials handling
equipment to Original Equipment Manufacturers (OEMs) engaged in
the transportation, materials handling, heavy construction and
power generation industries.
In making the announcement, James P. Bouchard, Chairman of Esmark
Incorporated, said the acquisition of Excalibur Machine Company's
equipment and facility assets will save approximately 50 jobs and
provide working capital financing to grow the business and
increase employment opportunities in the Meadville, Pennsylvania
area.
"We're very pleased we were able to save this company from being
liquidated in bankruptcy court and protect the livelihoods of
hard-working Pennsylvania residents," said Mr. Bouchard. "We
could not have accomplished this without the unwavering support of
our financing partner, GE Capital, who has worked with Esmark
since our inception to maintain manufacturing and steel industry
jobs in the U.S. The lead financing provided by GE Capital and
acquisition financing provided by Northwest Savings Bank will
strengthen Excalibur's balance sheet and lay the foundation for a
brighter, more profitable future."
David A. Luptak, currently Co-Chief Executive Officer of Esmark
Incorporated, will become Chief Executive Officer and President of
the newly formed Esmark Industrial Group with responsibility for
Excalibur Machine Company. He said Esmark Industrial Group will
maintain the current Excalibur employees and senior management
team and will immediately institute a comprehensive healthcare and
benefits program.
"Esmark was founded as a family-focused company and we're
committed to providing our new employees with a strong health and
benefits package including medical coverage, a 401k retirement
savings plan and an attractive profit-sharing program," said Mr.
Luptak. "We believe this is a critical first step in building the
kind of lasting relationships with our employees that will support
our future growth plans and strategy."
Eric Hoover, founder of Excalibur Machine Company, will remain as
President. He noted that Excalibur has modern equipment and
facilities and a strong OEM customer base. "Our precision
machining and fabrication equipment and facilities, combined with
OEM customers such as GE Locomotive, Riley Power, JLG and Siemens
Power Generation, will provide Esmark with an expanded customer
base to complement its growing Steel Group operations," explained
Mr. Hoover. "We're excited about joining the Esmark family and
look forward to building a better future for our dedicated
employees."
About Excalibur Machine
Excalibur Machine Company, Inc., was founded in 1987. It
maintains manufacturing and machine shop facilities in Meadville,
Conneaut Lake and Linesville, Pennsylvania.
Saegertown, Pennsylvania-based Excalibur Machine, Co., Inc., dba
Core Manufacturing, and its affiliates filed for Chapter 11
bankruptcy protection on January 31, 2009 (Bankr. W.D. Pa. Case
No. 09-10169). Guy C. Fustine, Esq., at Knox McLaughlin Gornall &
Sennett, P.C., assists Excalibur in its restructuring efforts.
Excalibur estimated its assets and liabilities at $1 million to
$10 million when it sought chapter 11 protection.
EXIDE TECHNOLOGIES: Claims Objection Deadline Moved to Jan. 31
--------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey extended through January 31, 2010,
the date by which reorganized Technologies must object to claims.
Prior to the order, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, had certified that the motion had not received
any objections until its November 25, 2009 deadline.
Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.
To date, Ms. Jones adds, the Reorganized Debtors have filed more
than 50 claims and consensually resolved numerous other claims.
Through the efforts of the Reorganized Debtors', the Post-
confirmation Committee of Unsecured Creditors and each of their
professionals, approximately 6,049 Claims have been reviewed,
reconciled and resolved, reducing the total amount of outstanding
Claims by more than $3,400,000,000. Furthermore, the Reorganized
Debtor has completed 19 quarterly distributions to creditors under
the Joint Plan, consisting of distributions on approximately 2,599
claims for approximately $1,670,000,000, Ms. Jones says.
Since April of 2009, the Reorganized Debtor has not made any
omnibus claims objection, but has made considerable advancements
with respect to the remaining, more complex claims. Despite this
substantial progress, the Reorganized Debtor requires additional
time to review and resolve the approximately 78 remaining claims,
Ms. Jones explains.
The amount of remaining Claims consists of those Claims that have
not been paid, allowed, objected to or identified as a Claim that
will be objected to.
The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, she
says.
About Exide Technologies
Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.
The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring. The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004. The plan took
effect on May 5, 2004. While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.
As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.
EXIDE TECHNOLOGIES: Wants Until Feb. 16 to Remove Fla. State Suit
-----------------------------------------------------------------
Reorganized Exide Technologies asks the Bankruptcy Court to
further extend the time by which it may file a notice of removal
with respect to the complaint styled State of Florida Dept. of
Environ. Protection v. Exide Technologies, Inc. Case No. 2009--CA-
8357, filed in the Circuit Court of Orange County, Florida,
through and including February 16, 2010.
According to James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP in Wilmington, Delaware, the Reorganized Debtor seeks
the extension because the it has reason to suspect, based on
information and belief, that the claims asserted in the State
Court Case arose prior to the Petition Date, are enjoined and/or
barred by orders of the Court, and are discharged pursuant to the
Confirmation Order or the Bankruptcy Code.
Moreover, the Reorganized Debtor does not wish to file a
precipitous notice of removal, nor does the Reorganized Debtor
wish to waive its statutory right to remove the State Court Case
if, as suspected, it is barred and discharged by the bankruptcy
case, Mr. O'Neill avers.
Accordingly, the Reorganized Debtor seeks the extension to permit
them to further investigate the asserted claims and to determine
whether removal is appropriate.
By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to remove the action has been automatically extended
through and including February 10, when the Court holds a
hearing to consider the merits of the Debtor's request.
Objections are due not later than February 3.
Prior to this, Judge Kevin J. Carey extended the deadline within
which the Reorganized Debtor may file a notice of removal with
respect to the State Court Action, to December 2, 2009.
About Exide Technologies
Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.
The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring. The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004. The plan took
effect on May 5, 2004. While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.
As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.
EXIDE TECHNOLOGIES: Wants Until March 31 for Berks Suits Removal
----------------------------------------------------------------
Reorganized Exide Technologies asks the Court to further extend
through March 31, 2010, the time within which it may file notices
of removal with respect to these state court cases:
(a) Anh-Thi Winkler and William F. Winkler vs. Berks Products
Corp., Exide Technologies, and Empire Steel Casting, Inc.,
Case No. 08-2580; and
(b) Christopher Orth vs. Berks Products Corp., Exide
Technologies, and Empire Steel Casting, Inc., Case No. 08-
2584.
According to James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, the Debtor was served with
these two complaints on March 10, 2008, each filed in the Court
of Common Pleas of Berks County, Pennsylvania.
Mr. O'Neill tells the Court that the extension is necessary
because the Reorganized Debtor has reason to suspect, based on
information and belief, that the claims asserted in the State
Court Cases arose prior to the Petition Date. However, the
allegations in the State Court Cases are vague, ambiguous and
incomplete that the Reorganized Debtor cannot currently make a
definitive assessment as to whether or not the asserted causes of
action are related to the Chapter 11 cases, he says.
Accordingly, the Reorganized Debtor seeks the extension of time
to permit it to further investigate the asserted claims and to
determine whether removal is appropriate, Mr. O'Neill explains.
By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to remove the action has been automatically extended
through and including February 10, when the Court holds a
hearing to consider the merits of the Debtor's request.
* * *
On December 16, 2009, James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, informed the Court
that upon his verification of his firm's records and upon his
review of the Court's docket, he has established that no answer,
objection or responsive pleading was filed with respect to the
Reorganized Debtors' Motion to extend the time to remove the
Reading Action.
The deadline to file objections to the Motion fell on December
14, 2009.
Accordingly, Mr. O'Neill asked the Court to issue an order
granting the Motion at the Court's earliest convenience.
About Exide Technologies
Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.
The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring. The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004. The plan took
effect on May 5, 2004. While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.
As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.
EXTENDED STAY: Examiner Has Nod to Retain A&M as Fin'l Advisor
--------------------------------------------------------------
Ralph Mabey, the Court-appointed examiner in Extended Stay Inc.'s
Chapter 11 cases, obtained permission from the Bankruptcy Court to
employ Alvarez & Marsal Dispute Analysis & Forensic Services LLC
as his financial adviser.
In court papers, Mr. Mabey seeks the Court's permission to hire
A&M in connection with his investigation into the transactions
that allegedly resulted in the Debtors' bankruptcy filing.
Mr. Mabey asserts that the matters into which he has been charged
to investigate require the engagement of a firm with broad
experience in the analysis of complex financial transactions.
He believes that A&M is exceptionally well qualified for the
tasks on hand because of the firm's experience in providing that
type of investigatory and analytical services.
As financial adviser, A&M will be tasked to:
(1) assist the examiner and his counsel in an investigation
into the financial circumstances of the Debtors and
other parties for the period preceding to the bankruptcy;
(2) assist the examiner and his counsel in an investigation of
the structure, negotiation and closing of the acquisition
of the Debtors from Blackstone Group;
(3) provide forensic technology services as required to
support the investigation; and
(4) assist the examiner by providing other services as may be
agreed to by A&M and the examiner and if appropriate,
approved by the Bankruptcy Court.
Laureen Ryan, managing director of A&M, will be responsible for
the overall engagement of the firm, according to Mr. Mabey.
A&M's professionals will be paid for their services on an hourly
basis at these rates:
Professional Hourly Rate
------------ -----------
Managing Directors $575 - $850
Senior Directors/Directors $375 - $575
Managers/Associates $300 - $375
Analysts $225 - $300
The firm will also be reimbursed of its necessary expenses
incurred in connection with its employment.
Ms. Ryan assures the Court that A&M does not have interests
adverse to the interest of the Debtors' estates or of any class
of creditors and equity security holders. She maintains that his
firm is a disinterested person as the term is defined under
Section 101(14) of the Bankruptcy Code.
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).
EXTENDED STAY: Examiner Gets OK for Stutman Treister as Counsel
---------------------------------------------------------------
Ralph Mabey, the Court-appointed examiner in Extended Stay Inc.'s
Chapter 11 cases, obtained permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Stutman
Treister & Glatt Professional Corporation as his counsel.
Mr. Mabey seeks to tap Stutman Treister to assist him in his
investigation of the transactions that allegedly resulted in the
Debtors' bankruptcy filing. As counsel, Stutman will be tasked
to:
(1) assist in the investigation and the discharge of the
examiner's duties and responsibilities, including the
pursuit of discovery as the examiner deems prudent within
the scope of the investigation;
(2) prepare legal papers at the direction and with the
participation of the examiner;
(3) represent the examiner at all hearings and other
proceedings before the Bankruptcy Court, any appellate
courts, and the United States Trustee, and advocate and
protect the interests of the examiner before those courts;
(4) analyze and advise the examiner regarding any legal issues
that arise in connection with the investigation;
(5) perform all other necessary legal services on behalf of
the examiner in connection with the Debtors' cases; and
(6) assist the examiner in undertaking additional tasks that
the Bankruptcy Court may direct.
In return for Stutman's services, the Debtors agree to pay $250
to $895 per hour to the firm's attorneys, $240 per hour to
paralegals, and $220 to $240 per hour to law clerks. The Stutman
professionals who will be providing services to the examiner and
their hourly rates are:
Professional Hourly Rate
------------ -----------
Robert Greenfield $895
Stephan Ray $775
George Webster II $775
Eric Goldberg $675
Margreta Morgulas $495
H. Alexander Fisch $440
Avi Muhtar $250
Stutman will also be reimbursed of its reasonable and necessary
expenses it incurred or will incur in connection with its
employment.
In a declaration to the Court, H. Alexander Fisch, Esq., a
shareholder of Stutman, reiterates that Mr. Mabey's prior
statement that the Firm does not hold or represent interest
adverse to Debtors' estates, and is a "disinterested person"
under Section 101(14) of the Bankruptcy Code.
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).
EXTENDED STAY: Weil Gotshal Charges $2.2 Mil. for 4.5 Months Work
-----------------------------------------------------------------
Fifteen professionals retained in Extended Stay Inc.'s bankruptcy
cases seek interim allowance of fees for services rendered and
reimbursement of expenses incurred for the period June to October
2009:
A. Debtors' Professionals
Professional Period Fees Expenses
------------ ----------- ---------- --------
Weil Gotshal & Manges LLP 06/15/09 to $2,178,127 $132,474
10/31/09
Covington & Burling LLP 06/15/09 to $1,208,111 $34,658
10/31/09
Lazard Freres & Co. LLC 06/15/09 to $706,666 $25,395
09/30/09
Ernst & Young LLP 09/25/09 to $21,487 $0
10/31/09
Weil Gotshal is the Debtors' lead bankruptcy counsel while
Covington is their special counsel. Ernst & Young and Lazard
serve as the Debtors' auditor and financial adviser,
respectively.
B. Official Committee of Unsecured Creditors' Professionals
Professional Period Fees Expenses
------------ ----------- ---------- --------
Hahn & Hessen LLP 06/19/09 to $1,718,270 $46,631
10/31/09
Jefferies & Company Inc. 06/19/09 to $880,000 $48,025
10/31/09
Hahn & Hessen acts as the Committee's legal counsel and Jefferies
is the Committee's financial advisor.
C. Chapter 11 Examiner's Professionals
Professional Period Fees Expenses
------------ ----------- -------- --------
Stutman Treister & 09/24/09 to $329,097 $3,340
Glatt Professional Corp. 10/31/09
Alvarez & Marsal Dispute 10/13/09 to $43,262 $1,535
Analysis & Forensic 10/31/09
Services LLC
Stutman serves as legal counsel to Ralph Mabey, the court-
appointed examiner in the Debtors' cases, while Alvarez & Marsal
serves as his financial adviser.
U.S. Trustee Objects
Diana Adams, the United States Trustee for Region 2, asks the
Court to impose a percentage fee reduction otherwise known as a
"hold back" of the fees requested by the professionals.
"The Debtors have suffered $138,416,000 of cumulative net losses
since the commencement of their cases," according to Paul
Schwartzberg, the U.S. Trustee's attorney. "Consequently, the
ultimate benefit to the estates for the services rendered by the
professionals simply cannot be assessed at this time," he says.
"The final outcome of these bankruptcy cases are an important
factor in evaluating the results achieved by the applicants.
Because those results still are unknown, the imposition of a
significant percentage interim hold back is appropriate," Mr.
Schwartzberg maintains.
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).
FIRST FEDERAL BANKSHARES: Posts $52.3MM Loss in Year Ended June 30
------------------------------------------------------------------
First Federal Bankshares, Inc. reported a net loss of
$52.3 million for the year ended June 30, 2009, compared to a net
loss of $23.4 million for the year ended June 30, 2008.
The operations of Vantus Bank are presented as discontinued
operations. On September 4, 2009, the Company's operating
subsidiary, Vantus Bank, was closed by the Office of Thrift
Supervision, and all assets and liabilities of Vantus Bank were
transferred to the Federal Deposit Insurance Corporation in its
capacity as receiver for Vantus Bank.
The increase in net loss was due to loss from discontinued
operations of the Bank, charge-off of the Vantus Bank's Employee
Stock Ownership Plan (ESOP) loan and a real estate investment,
offset by a decrease in professional fees, insurance and
regulatory expenses.
At June 30, 2009, the Company's consolidated statements of
financial condition showed $492.4 million in total assets and
$501.7 million in total liabilities, resulting in a $9.4 million
stockholders' deficit.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4cc2
Three Months Ended September 30, 2009
Income from discontinued operations was $10.2 million for the
three months ended September 30, 2009. Upon closure of Vantus
Bank, assets of approximately $491.5 million and liabilities of
approximately $501.7 million were transferred to the FDIC,
resulting in a gain of $10.2 million. This gain compared to a
loss of $786,743 for the three months ended September 30, 2008,
which represents equity in loss for the Bank. Net loss from
continuing operations amounted to $52,662 compared to $11,580 for
the three months ended September 30, 2009, and 2008, respectively.
Total net income was $10.1 million for the three months ended
September 30, 2009, compared to a net loss of $798,323 for the
three months ended September 30, 2008.
At September 30, 2009, the Company's consolidated statements of
financial condition showed $765,731 in total assets, $28,505 in
total liabilities, and $737,226 in total stockholders' equity.
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?4cc3
Going Concern Doubt
McGladrey & Pullen, LLP, in Des Moines, Iowa, expressed
substantial doubt about First Federal Bankshares, Inc. and
subsidiaries' ability to continue as a going concern after
auditing the Company's consolidated financial statements as of and
for the year ended June 30, 2009. The independent accounting firm
said that on September 4, 2009, the Company's operating
subsidiary, Vantus Bank, was closed by the Office of Thrift
Supervision and all assets and liabilities of Vantus Bank were
transferred to the Federal Deposit Insurance Corporation in its
capacity as receiver for Vantus Bank.
"After the closure of Vantus Bank, the Company has no substantive
operations or productive assets. The Company's Board of Directors
approved a Plan of Dissolution and Liquidation on September 29,
2009, and has submitted the Plan of Dissolution and Liquidation to
the shareholders for approval. This raises substantial doubt
about the Company's ability to continue as a growing concern."
About First Federal Bankshares
First Federal Bankshares, Inc. (Nasdaq Global Market: FFSX) is the
holding company for Vantus Bank, a $503.5 million savings bank
headquartered in Sioux City, Iowa. Founded in 1923, Vantus Bank
is a community bank serving businesses and consumers in seven
full-service offices in northwest Iowa, a full-service office in
South Sioux City, Nebraska, and six full-service offices in
central Iowa, including four in the Des Moines market area.
On September 4, 2009, Vantus Bank was closed by the Office of
Thrift Supervision and all assets and liabilities of Vantus Bank
were transferred to the Federal Deposit Insurance Corporation in
its capacity as receiver for Vantus Bank.
FITNESS HOLDINGS: Wants Access to Cash Collateral to Pay Employees
------------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the
Central District of California will consider Fitness Holdings
International, Inc.'s continued use of cash collateral on
January 6, 2010 at 10:00 a.m. at Courtroom 1668, 255 E. Temple
St., Los Angeles, California.
The Debtor entered into a stipulation with Pacific Western Bank,
and the Official Committee of Unsecured Creditors, further
extending its use of cash collateral to pay its employees'
compensation.
The Debtor hired two of its former employees Brandon Sugimoto and
Matthew Losciale as independent contractors to assist with
collecting upon the estate's tax refunds and receivables against
Wells Fargo Financing and to perform certain administrative
functions.
The secured lender and the committee consented to the retention of
the team, and further agreed to the Debtor's use of cash
collateral to pay limited amounts to the Debtor's professionals
for their services.
For general matters, the Debtor agreed to pay the Team, and a
third, part-time person $50,000 for a 6 week period, and to
reimburse their actual expenses up to $2,500 or any higher amount.
For collection matters, the Debtor agreed to pay the team 25% of
the gross proceeds recovered.
The Debtor relates that the proposed use of cash collateral does
not contain any provision that:
1) grants cross-collateralization protection to the prepetition
secured lender;
2. binds the estate or all parties-in-interest with respect to
the validity, perfection, or amount of the secured lender's
prepetition lien or debt or the waiver of claims against the
secured lender;
3. waives or limits the estate's rights under Section 506(c)
of the Bankruptcy Code;
4. grants to the prepetition secured lender liens on the
Debtor's claims and causes of action;
5. deems prepetition secured debt to be postpetition debt or
that use postpetition loans from a prepetition secured
creditor to pay or all of that secured creditors prepetition
debt; and
6. primes any secured lien.
The stipulation contains provisions for limited professional fee
carve outs for the Debtor's professionals, but not for the
professional retained by the Committee.
About Fitness Holdings
Long Beach, California-based Fitness Holdings International, Inc.
dba Busy Body Home Fitness, OMNI Fitness Equipment, and LA Gym
Equipment is a retailer of fitness equipment for home use. It
operated 111
retail stores.
The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527). David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the company
in its restructuring efforts. Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel. The company listed assets of $10 million to
$50 million, and the same range of debts.
FONTAINEBLEAU LV: Examiner Gets Nod for GrayRobinson as Counsel
---------------------------------------------------------------
Jeffrey R. Truitt, the duly appointed examiner in Fontaineableau
Las Vegas Holdings LLC's Chapter 11 cases obtained permission from
the Bankruptcy Court to tap GrayRobinson, P.A. as the Examiner's
local counsel, nunc pro tunc to November 11, 2009.
The Examiner desires to employ GR as his local counsel in
connection with the Debtors' Chapter 11 cases, to assist him and
his counsel Stutman, Treister & Glatt, P.C., in the discharge of
the Examiner's duties in the Cases, as delineated in the
Appointment Order.
GR has agreed to accept as compensation for its services in the
Debtors' chapter 11 cases in sums as may be allowed by the Court,
based upon the time spent and services rendered, the results
achieved, the difficulties encountered, the complexities involved
and other appropriate factors.
GR will be paid for its services in accordance with its ordinary
and customary rates in effect at the time services are rendered.
The Debtors will pay and reimburse GR for fees and out-of-pocket
expenses incurred while rendering the services for the Examiner.
Frank P. Terzo, a shareholder of GrayRobinson, P.A., assures the
Court that GR and all of the attorneys comprising or employed by
it: (i) do not hold or represent an adverse interest in
connection with the Debtors' cases; (ii) do not hold or represent
an interest adverse to the interests of the Debtors' estates with
respect to the matters on which the Examiner is being engaged;
(iii) are "disinterested persons" within the meaning of Section
101(14) of the Bankruptcy Code; and (iv) do not have any other
connection with the Debtors, their creditors, any other party-in-
interest, their attorneys or accountants, the U.S. Trustee, or
any person employed in the Office of the U.S. Trustee.
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)
FONTAINEBLEAU LV: Las Vegas Retail's Schedules of Assets & Debts
----------------------------------------------------------------
A. Real Property
Retail Component of Hotel/Casino Project $0
B. Personal Property
B.1 Cash on hand None
B.2 Bank Accounts
Bank of America - 501001205390 Retail Payment 0
Bank of America - 1233057335 Retail Funding 93
B.3 Security Deposits None
Bilzin, Sumberg, Baena, Price, Axelrod, LLP 42,207
B.9 Interests in Insurance Policies None
B.12 Interests in IRA, ERISA or other Pension Plans None
B.13 Business Interests and stocks None
B.14 Interests in partnerships None
B.16 Accounts Receivable None
B.18 Other Liquidated Debts None
B.20 Contingent and noncontingent interest None
B.21 Other Contingent & Unliquidated Claims None
B.22 Patents None
B.23 General Intangibles None
B.24 Customer lists None
B.25 Vehicles None
B.27 Aircraft and accessories None
B.28 Office equipment, furnishings and supplies None
B.29 Machinery None
B.30 Inventory None
B.35 Other Personal Property None
TOTAL SCHEDULED ASSETS $42,300
========================================================
C. Property Claimed as Exempt None
D. Secured Claim
Lehman Brothers Holdings Inc. $105,671,974
Sumitomo Mitsui Financial Group 11,169,556
The Pnc Financial Services Group 11,169,991
The Union Labor Life Insurance Company 39,331,814
Others 1
E. Unsecured Priority Claims None
F. Unsecured Non-priority Claims
Arthur Weiner Enterprises Inc. 137,177
Buchanan, Ingersoll & Rooney PC 13,337
Fontainebleau Las Vegas, LLC 48,944,459
Latham & Watkins LLP 30,651
Meyer Unkovic & Scott LLP 18,035
Wilkie Farr & Gallagher LLP 95,971
Others 2
TOTAL SCHEDULED LIABILITIES $216,582,968
========================================================
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)
FONTAINEBLEAU LV: M&M Lienholders Appeal DIP Financing Order
------------------------------------------------------------
The M&M Lienholders took an appeal to the United States District
Court for the Southern District of Florida from the interim order
authorizing Fontainebleau Las Vegas Retail Parent, LLC,
Fontainebleau Las Vegas Retail Mezzanine, LLC, and Fontainebleau
Las Vegas Retail, LLC, to obtain secured postpetition
financing on super-priority priming lien basis and modifying the
automatic stay, entered on December 4, 2009, by Judge A. Jay
Cristol of the United States United States Bankruptcy for the
Southern District of Florida.
M&M Lienholders Want Retail Interim DIP Order Stayed
Pending a ruling on their appeal, the M&M Lienholders seek a stay
of the interim order issued by the Court (i) authorizing the
Retail Debtors to obtain secured postpetition financing on super-
priority priming lien basis and modifying the automatic stay,
(ii) authorizing the debtors to repay used cash collateral and
unused cash collateral and (iii) prescribing form and manner of
notice and setting time for final hearing, pending appeal.
Philip. J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A.,
Boca Raton, Florida, relates that the M&M Lienholders seek a stay
of the order pending appeal because they will suffer immediate
and irreparable harm if no stay is granted. Mr. Landau says the
Financing Order provides that it automatically entitles Icahn
Nevada Gaming Acquisition, LLC to the protections afforded by
Section 364(e) of the Bankruptcy Code. The M&M Lienholders are,
thus, required to obtain a stay pending appeal to avoid statutory
mootness.
Mr. Landau asserts that the M&M Lienholders are likely to succeed
on the merits of their appeal. Though the Court determined that
the Retail Component has zero value, Mr. Landau says that finding
is contrary to the evidence adduced at the hearing. Moreover,
Mr. Landau adds, the necessity for postpetition financing does
not constitute adequate protection to a primed lienholder as a
matter of law.
The M&M Lienholders say that the Debtors will not be prejudiced
or harmed by a stay pending appeal, particularly if the appeal is
expedited.
In addition, Mr. Landau notes, the Retail Debtors seek payment of
$602,000 for payment of attorneys' fees, which attorneys' fees
were primarily incurred prior to the filing of the Retail
Debtors' Chapter 11 cases. Consequently, the Retail Debtors have
not changed their position following entry of the Retail
Financing Order as a result of the Retail Financing Order, Mr.
Landau says.
The Contractor Claimants support the Motion of the M&M
Lienholders.
Jeffrey R. Truitt, the duly appointed examiner in the Debtors'
Chapter 11 cases, opposes the Retail Stay Motion. Mr. Truitt
asserts that the M&M Lienholders cannot satisfy the four factors
that an appellant must satisfy in order to obtain a stay pending
appeal. Furthermore, Mr. Truitt says, the M&M Lienholders must
provide for a substantial supersedeas bond if the requested
relief is even to be considered by the Court. Given the
irreparable harm that will be suffered by parties-in-interest if
the Retail Stay Motion is granted, a substantial supersedeas bond
as has been required by the Resort Stay Motion Order is mandated,
Mr. Truitt says.
Icahn' Response to the Conditional Order
Icahn Nevada Gaming Acquisition LLC advises the Court and seeks
clarification or amendment, or both, of certain provisions of the
Conditional Order issued by the Court on December 9, 2009.
According to Icahn, if the M&M Lienholders satisfy the conditions
of the Conditional Order, then the Conditional Order will take
effect. Under the DIP Credit Agreement, Icahn will no longer be
required to fund the Debtors' bankruptcy estate. Therefore, the
Debtors will need to look to the cash deposit from the M&M
Lienholders to fund the estates through a sale, D. Farrington
Yate, Esq., at Sonnenschein Nath & Rosenthal LLP, in New York,
says.
Mr. Yates relates that anticipating that event, the Conditional
Stay Order provides that the deposit of $51,500,000 in cash with
the Debtors "[will] be deemed a loan to the Debtors under the
exact same terms as the loan agreed upon by and between the
Debtors and Icahn . . ." If the Conditional Stay Order takes
effect, providing for the loan from the M&M Lienholders on the
same terms as that from Icahn will constitute an Event of Default
under the DIP Credit Agreement, causing the debtor-in-possession
loan to be immediately repayable, Mr. Yates points out.
Although not clear from the Conditional Stay Order, Mr. Yates
says it appears that the Court intended for the cash deposit and
new loan from the M&M Lienholders to be used to repay in full any
amounts due to Icahn as lender under the DIP Credit Agreement in
the Event of Default. As a result, Icahn requests that the
Conditional Stay Order be modified to direct the Debtors to repay
the DIP Loan in full immediately from the cash deposit in an
Event of Default resulting from Conditional Stay Order taking
effect without further Order of the Court.
To that end, Icahn says, the amount of the cash deposit should be
increased by $1,500,000 to $53,000,000 to include all sums
required under a fully-funded DIP Loan and any fees and costs due
Icahn through the termination of the DIP Credit Agreement as of
December 18, 2009.
Moreover, the amount of the surety bond should be increased by
$4,000,000 to $109,000,000 in order to offset the harm to the
Debtors' estates that may be caused by termination of the
Purchase Agreement, which amount represents the $105,000,000
stalking horse bid and including the Break-Up Fee as calculated
through December 18, 2009. According to Mr. Yates, as the Court
recognized, the purpose of the bond is to protect the estate from
harm in the event that the Purchase Agreement terminates. As has
been referenced in arguments to the Court, an Event of Default
under the DIP Credit Agreement will cause a crossdefault and
termination of the Purchase Agreement and warrant the immediate
repayment of the Break-Up Fee, Mr. Yates explains.
Therefore, Mr. Yates says, in order to protect the estate from
additional harm related to the obligation to pay the Break-Up Fee
under the Purchase Agreement, the amount of the bond should be
increased by $4,000,000 to include the amount of $3,983,240.
Court Issues Amended Conditional Order
On December 14, 2009, Judge Cristol issued an Amended Conditional
Order stating that because there are hundreds of mechanics and
materialmen lien claimants represented by five different
attorneys and some who are unrepresented, the Court believes it
is unlikely that the moving group represented by counsel Gregory
Garman, Esq., and joined by the group represented by Robert
Charbonntau, Esq., will post the required bond of $109 million,
which bond is to guaranty payment to the estate in a sum equal to
that amount Icahn Nevada Gaming Acquisition LLC, has agreed to
bid as the stalking horse bidder at the sale of Debtors' assets
scheduled to take place on January 21, 2010.
The Court is extremely doubtful that the M&M Lienholders will
meet the conditions necessary to cause a stay to be entered.
The M&M Lienholders are urged to advise the Court and all
interested parties of their intention regarding whether they will
make the DIP loan and post the bond at the earliest possible
time.
The Court is concerned with both the benefits of the agreement
with Icahn as the stalking horse bidder and the due process
rights of the M&M Lienholders.
The Court notes that nothing in the Original Conditional Order is
intended to cause a default in the stalking horse bid or DIP loan
agreement with Icahn.
It is deemed in the best interest of all creditors that the sale
go forward on January 21, 2010, and that the estate obtain the
agreed DIP financing for the purpose of protecting and preserving
the estate's assets and realize, at the least, the bid amount of
$105 million as agreed to with Icahn.
Nothing in the Original Conditional Order or the Amended
Conditional Order is intended to place the Icahn agreement in
jeopardy.
Cash Collateral Order
Meanwhile, Lien Claimants -- Derr and Gruenewald Construction Co.,
Graybar Electric Company, Inc., JPRA Architects, Quality Cabinet
and Fixture Company, Tracy & Ryder Landscape, Inc., Water FX, LLC.
Z- Glass, Inc., and Zetian Systems, Inc., ask the United States
District Court for the District of Florida to verify whether the
Bankruptcy Court erred in:
(a) granting liens to the Term Lenders which prime those of
the Lien Claimants and other holders of mechanics' and
materialmen's liens, or, more specifically, whether the
Bankruptcy Court erred in holding that the Term Lenders'
cash collateral was "deemed to have been repaid" to the
Term Lenders in satisfaction of prepetition debt, and
further "deemed to have been reborrowed by the Debtors as
postpetition debt, pursuant to Section 364(d) of the
Bankruptcy Code," thus conflating Sections 363 and 364 of
the Bankruptcy Code; and
(b) finding that the Lien Claimants and other holders of
mechanics' and materialmen's liens are adequately
protected under Section 364(d)(I), including whether the
Bankruptcy Court erred in finding that the Lien Claimants
and other mechanics' and materialmen's lien claimants are
adequately protected as a result of the grant of a priming
lien to the Term Lenders which primes the liens of the
mechanics' and materialmen's lien claimants.
The Lien Claimants also designated certain documents from, among
others, the Debtors' Chapter 11 case for inclusion in the record
on appeal.
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)
FREMONT GENERAL: March 12 Confirmation Hearing Set for Rival Plans
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene hearings beginning March 12 to confirm one of the
competing plans for Fremont General Corporation. Objections to
confirmation are due February 22.
Equity holder New World Acquisition LLC, the Official Committee of
Unsecured Creditors, the Official Committee of Equity Holders and
various other parties have proposed plans which provide different
treatment for Claims against and Equity Interests in the Debtor,
different corporate governance procedures, and different financing
solutions. Only one of the Plans can be confirmed by the
Bankruptcy Court.
New World filed with the Bankruptcy Court a revised plan of
reorganization and explanatory disclosure statement for Fremont
General on December 23. According to the Disclosure Statement,
the Plan provides the reorganized Debtor with additional liquidity
by way of a $5 million equity investment for 10 million shares of
common stock.
Under the Plan, general unsecured claims under Class 3A and senior
notes under Class 3B are paid in full in cash with postpetition
interest at the federal judgment rate. Under the Plan, holders of
9% Trust Originated Preferred Securities ("TOPrS") will have their
claims reinstated, or if they elect, receive $95 million of new
Notes and 10.6 million shares of common stock. If the TOPrS do
not elect to accept the alternative treatment under the New World
Plan, New World will purchase an additional 10.6 million shares of
common stock. Shares of the Debtor's common stock have been
trading from a low of $.27 to a high of $.72 during the period of
September through November 2009. New World will also receive
warrants to acquire shares of common stock of the reorganized
Debtor at an average exercise price of $90 per share.
New World asserts that the holders of claims in Class 3 are
unimpaired and, thus, are deemed to accept the Plan. The plan
sponsor, however, is sending ballots to these claimants, so that
they can be counted in the event the Bankruptcy Court makes a
determination that any of these subclasses is impaired.
Holders of equity interests would also retain their interests.
But New World says that they are impaired and are entitled to vote
on the Plan.
This is because the Equity Interests are subject to dilution for
the issuance of additional shares of Common Stock for reserves for
the Warrants issued in connection with the purchase of 10 million
of shares by New World on the Effective Date, the equity purchase
of those 10 million at $5 million, and additional 10.6 million
shares issued to the Holders of the TOPrS or to New World, and the
shares of Common Stock for payment, if any, of Allowed Section
510(b) Claims.
New World has amended its plan to the recent developments in the
case as a result of the change in the law (the Worker,
Homeownership, and Business Assistance Act of 2009 (H.R. 3548),
signed into law by President Obama on November 6, 2009) resulting
in a potential $22 million tax refund to the Debtor and thereby
providing additional liquidity to the reorganized Debtor.
Ballots will be due February 24.
A copy of the New World Plan is available for free at
http://bankrupt.com/misc/Fremont_NW_Plan_1223.pdf
A copy of the New World Disclosure Statement is available for free
at http://bankrupt.com/misc/Fremont_NW_DS_1223.pdf
About Fremont General
Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007. Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.
Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel. Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.
FUTURE NOW: September 30 Balance Sheet Upside-Down by $9.66-Mil.
----------------------------------------------------------------
Future Now Group Inc.'s consolidated balance sheets at
September 30, 2009, showed $1,028,911 in total assets and
$10,690,927 in total liabilities, resulting in a $9,662,016
shareholders' deficit.
The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $640,974 in total current
assets available to pay $10,690,927 in total current liabilities.
The Company reported a net loss of $3,915,022 for the three months
ended September 30, 2009, compared to a net loss of $565,276 for
the same period last year.
Total revenue for the three months ended September 30, 2009, was
$260,987 as compared to revenue of $751,723 for the same period
ended September 30, 2008, representing a decrease of $490,736 or
65%. The decrease in revenues was primarily due to the Company's
shift to a subscription based software model from a professional
services offering.
The increase in net loss during the quarter ended September 30,
2009, was primarily do the recording of the change in fair value
of derivative liability and related debt discount amortization.
A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4ccd
Going Concern Doubt
As of September 30, 2009, the Company had $7,774 in cash. The
Company had $492,085 in restricted marketable securities and
$65,150 in accounts receivable, $10,049,953 in working capital
deficiency, and an accumulated deficit of $14,255,305. Our net
loss and operating loss for the three months ended September 30,
2009 was $3,915,022 and $33,078, respectively. As of Sept. 30,
2009, the Company was still in default in the $1,800,000 notes it
holds. "These conditions raise substantial doubt about the
Company's ability to continue as a going concern."
About Future Now
Based in Fairfield, Conn., Future Now Group Inc. (OTC BB: FUTRE) -
- through its wholly-owned subsidiaries, Future Now, Inc.,
Intellectual Property Licensing Group, Inc., Future Now
Consulting, Inc., and Elemental Business, Inc., provides online
marketing optimization services and software solutions utilizing a
proprietary methodology and supporting set of software tools that
help businesses improve their online marketing to generate more
sales, leads, and subscriptions. The Company's proprietary
Persuasion Architecture(R) framework delivers clients "blueprints"
to plan, measure and improve their online sales and marketing
initiatives.
GENERAL GROWTH: 20 More Entities Gain Plan Confirmation
-------------------------------------------------------
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York issued a formal order on
December 23, 2009, confirming the Joint Chapter 11 Plan of
Reorganization, and approving, on a final basis, the Disclosure
Statement as to 20 Plan Debtors. The Plan Debtors subject to the
December 23 confirmation order are:
* Baltimore Center, LLC
* Baltimore Center Associates Limited Partnership
* Baltimore Center Garage Limited Partnership
* Chico Mall L.L.C.
* Chico Mall, L.P.
* Fox River Shopping Center, LLC
* Lancaster Trust
* Parcit-IIP Lancaster Venture
* Parcity L.L.C.
* Parcity Trust
* Park City Holding, Inc.
* PC Lancaster L.L.C.
* PC Lancaster Trust
* Providence Place Holdings, LLC
* Rouse Providence LLC
* White Marsh General Partnership
* White Marsh Mall Associates
* White Marsh Mall, LLC
* White Marsh Phase II Associates
* The Woodlands Mall Associates, LLC
Judge Gropper also approved the Disclosure Statement explaining
the Plan, as amended, pursuant to Section 1125 of the Bankruptcy
Code, as providing holders of claims entitled to vote on the Plan
with adequate information to make an informed decision as to
whether to vote to accept or reject the Plan in accordance with
Section 1125(a)(1).
The Amended Disclosure Statement provides holders of claims and
interests and other parties-in-interest with sufficient notice of
the release, exculpation and injunction provisions contained in
the Plan, in satisfaction of the requirements of Rule 3016(c) of
the Federal Rules of Bankruptcy Procedure, Judge Gropper held.
More importantly, the Plan, as amended, and each of its provisions
are confirmed under Section 1129 of the Bankruptcy Code, Judge
Gropper ruled. All rulings and orders contained in the
confirmation order dated December 15, 2009 are adopted as the
rulings and orders for this confirmation order dated December 23,
2009, Judge Gropper said.
By specific agreement with surety companies, Judge Gropper
affirmed that the provision with respect to surety bonds under
the Plan will apply to the 20 Plan Debtors. The provision states
that unless specifically rejected by order of the Bankruptcy
Court, all of the Plan Debtors' surety bonds and any related
agreements, documents or instruments, will continue in full force
and effect. Nothing contained in the Plan will constitute or be
deemed a waiver of any cause of action that the Plan Debtors may
hold against any entity, including the issuer of the surety bond,
under any of the Plan Debtors' surety bonds.
All objections, responses, statements, comments in opposition to
the Plan including those raised at the confirmation hearing on
December 15, 2009, other than those withdrawn with prejudice in
their entirety prior to the hearing held December 22, 2009 or
otherwise resolved on the record of the December 15, 2009
Hearing, are overruled, Judge Gropper averred.
A full-text copy of the Confirmation Order signed December 23,
2009, is available for free at:
http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
Judge Allan Gropper confirmed on December 22, 2009, the
Joint Plan of Reorganization and approved, on a final basis, the
Disclosure Statement accompanying the Plan with respect to 12 Plan
Debtors.
Judge Gropper on December 15 confirmed the plans of reorganization
for 194 debtors owning 85 regional shopping centers, including Ala
Moana in Honolulu and St. Louis Galleria, 15 office properties and
3 community centers associated with approximately $10.25 billion
of secured mortgage loans.
Judge Gropper will convene a hearing on January 20, 2009, with
respect to confirmation of the Joint Plan of Reorganization and
final approval of the Disclosure Statement as to 10 Plan Debtors.
The Plan Debtors subject to adjournment are:
* Burlington Town Center II LLC
* GGP-Mall of Louisiana II, L.P.
* GGP-Mall of Louisiana, Inc.
* GGP-Mall of Louisiana, L.P.
* Mall of Louisiana Holding, Inc.
* Stonestown Shopping Center, L.P.
* Stonestown Shopping Center Holding L.L.C.
* Stonestown Shopping Center L.L.C.
* Land Trust No. FHB-TRES 200601
* Ward Plaza-Warehouse, LLC
Confirmation Objections
Various parties have filed objections to confirmation of the
reorganization plan of General Growth's units.
The Millard Group complains that it is owed $1.4 million under
janitorial services agreements entered with the Debtors yet the
Plan Debtors propose to pay $0 as cure amount for each of three
additional agreements they intend to assume under the Joint Plan
of Reorganization.
Chick-fil-A, Inc., asserts that the Plan Debtors cannot assume
licensing and lease agreements they entered with Chick-fil-A under
the Joint Plan of Reorganization without curing all defaults,
including paying all reconciliation claims for pre-2008, 2008, and
2009 under the Agreements.
Mike's Express Carwash, Inc., insists that the $0 cure amount to a
tenant lease agreement it entered with Plan Debtor GGP-Glenbrook
L.L.C. and to be assumed under the Joint Plan of Reorganization
does not satisfy the Plan Debtor's non-monetary defaults.
About General Growth Properties
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL GROWTH: Safeco Wants Lift Stay to Cancel Surety Bonds
-------------------------------------------------------------
Safeco Insurance Company issued more than $33 million worth of
surety bonds on behalf of and for the Debtors, which bonds
secured Debtors' obligations to comply with licensing
requirements of state and local governments, workers'
compensation obligations and other contractual obligations and
that are required for the Debtors' business operations.
Under a Surety Credit Agreement, General Growth Properties, Inc.,
agreed to post $4 million in collateral with Safeco in
consideration of Safeco's agreement to keep the Surety Bonds in
effect. The $4 million cash collateral provided in the Surety
Credit Agreement secured $33 million in Surety Bonds of which $21
million are license and permit bonds having cancellation terms.
The Agreement also included other terms, which contemplated the
effect of a bankruptcy filing might have on Safeco's ability to
cancel bonds and the additional risk that a filing might impair
GGP's ability to perform the obligations secured by the bonds.
Mark S. Gamell, Esq., at Torre, Lentz, Gamell, Gary & Rittmaster,
LLP, in Jericho, New York, points out that the Debtors have
failed to exercise good faith efforts to seek approval of these
terms. Safeco has now paid more than $1.2 million in bond
claims, which payments deplete the $4 million in collateral, he
says. He notes that the Surety Bonds provide that Safeco may
cancel or terminate the Surety Bonds by giving 30 or 60 days'
prior written notice to the obligees.
By this motion, Safeco asks the Court to enter an order lifting
the automatic stay to cancel the Surety Bonds.
Mr. Gamell argues that the Debtors have had more than an adequate
amount of time to decide what bonds they need, and having decided
not to opt for the postpetition bonding terms in the Surety
Credit Agreement, to make arrangements to procure surety credit
from another surety. Since the financial accommodations cannot
be assumed, even if they are deemed executory, the Court must
lift the automatic stay to enable Safeco to terminate its
obligations under the Surety Bonds, he asserts. Moreover, for
bonds that lack express cancellation terms, the automatic stay
should be lifted for them to be terminated by Safeco under
applicable law, he argues.
According to a certificate of conference, counsel to Safeco
attempted to contact counsel for the Debtors and the Official
Committee of Unsecured Creditors regarding Safeco's Lift Stay
Motion, received no response from counsel for the Committee and
was unable to resolve any of the issues presented by the Lift
Stay Motion with the Debtors.
About General Growth Properties
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL GROWTH: Vratsinas Wants Lift Stay to Foreclose Liens
------------------------------------------------------------
Before the Petition Date, Vratsinas Construction Company was
engaged by Debtor Summerlin Centre, LLC, to manage and construct a
real estate project known as the Shops at Summerlin Centre located
in Summerlin Centre Drive, Las Vegas, Nevada. The Debtor
suspended work on the Real Estate Project in October 2008. After
suspension of the Real Estate Project, Vratsinas terminated its
contract with the Debtor.
After termination, Vratsinas is owed $28,285,796 for its work on
the Real Estate Project plus interest and costs, Jeffrey R. Fine,
Esq., at K&L Gates LLP, in Dallas, Texas, notes. Pursuant to
applicable provisions of Nevada law, Vratsinas timely filed
mechanics' liens with regard to its Claim. More importantly,
having not been paid, Vratsinas has not been able to pay the
subcontractors that were also working on Summerlin Centre before
the project's suspension, Mr. Fine says. Since the Petition Date,
the unpaid subcontractors have already sought once to revoke
Vratsinas' license for failure to pay the subcontractors, he
points out.
Against this backdrop, Vratsinas asks the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
to allow it to foreclose its mechanics lien on the Real Estate
Project, or require the Debtor to provide Vratsinas adequate
protection of Vratsinas' interest in the Real Estate Project.
Mr. Fine points out that unless Vratsinas pays the
Subcontractors, they will likely to continue to press for the
revocation of Vratsinas' Nevada contractor's license and to a
claim a right to recovery against Vratsinas' contractor's license
bond. In addition, Vratsinas will be compelled to invest
considerable financial resources in retaining legal counsel in
Nevada and the time and energy of its executives and project
personnel in responding to these claims, he insists. Thus, the
Court should lift the automatic stay to allow Vratsinas to
enforce its mechanics lien at this time, to prevent events
outside the Court from reducing Vratsinas' lien position
from fully secured to fully unsecured, he argues. However, to
the extent the Court denies Vratsinas' lift stay request,
appropriate adequate protection would include monthly payments of
interest and amortization of the principal of the Claim so that
Vratsinas will be compensated for the declining value of the Real
Estate Project, he adds.
About General Growth Properties
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Montford, Ferguson Join Government Relations Team
-----------------------------------------------------------------
General Motors has realigned its government relations and public
policy team with the appointment of John T. Montford as a senior
advisor to GM Chairman and CEO Edward E. Whitacre, Jr., and Robert
E. Ferguson, vice president of Government Relations.
Ken W. Cole, currently the vice president of Government Relations
and Public Policy who joined GM in 2001, will remain with the
company for the next several months as an advisor until his
retirement later in 2010. Mr. Montford will have overall
responsibility for Government Relations and Global Public Policy,
and will be supported by Ferguson and Michael J. Robinson, the
current vice president of Environment, Energy and Safety Policy.
The appointments of Messrs. Montford and Ferguson are effective
January 1, 2010.
"John and Bob are proven professionals who have worked in an
environment of intense regulatory and political complexity," said
Mr. Whitacre. "I've worked with both through a number of issues
over the past several years and they have my deep trust and
respect. We thank Ken Cole for his years of service at GM and
will continue to draw on his expertise over the coming months."
John T. Montford
Mr. Montford has a deep and diverse background in public policy
and corporate affairs. He was most recently senior vice
president-state legislative affairs for AT&T. Previously he
served as president of external affairs for Southwestern Bell.
Following the merger of SBC and AT&T, he served as president-
western region for AT&T. He was also the 2005 chairman of the
Greater San Antonio Chamber of Commerce. He has served as an
independent director of Southwest Airlines since 2002.
Prior to joining SBC in 2001, Mr. Montford was Texas Tech
University's first chancellor, and the chief executive officer of
the University system. Before being named chancellor, he served
as a member of the Texas Senate for 14 years. During his tenure
in the Senate he served as chairman of the Senate Finance
Committee and chairman of the Senate State Affairs Committee. He
was elected president pro tem for the 73rd Legislative Session.
Texas Monthly named Senator Montford among the Top 10 Best
Legislators for five legislative sessions. A graduate of the
University of Texas-Austin and UT Law, Mr. Montford's professional
career began with his service as an officer in the U.S. Marine
Corps. Following his tour of active duty, he launched his legal
career in Texas and was later elected as district attorney from
1979 to 1982.
Robert E. Ferguson
Mr. Ferguson was most recently a senior strategist for the
business advisory firm of Public Strategies, Inc. in Austin,
Texas. In that role, he provided strategic counsel to
corporations and other organizations, with a focus on
international business, technology and public policy. Mr.
Ferguson joined Public Strategies from AT&T, where he was
president of state legislative and regulatory affairs. While at
AT&T, Mr. Ferguson was responsible for overseeing all external and
regulatory issues in the 50 states and for managing the company's
public policy organization. He assumed that position in 2005, when
SBC Communications and AT&T merged.
Earlier positions with SBC included serving as group president and
CEO of Enterprise Business Services. Mr. Ferguson was responsible
for sales and customer care for SBC's enterprise and federal
government accounts and the corporation's long distance, Internet
and data communication companies. Prior positions at SBC
included president of Business Communications Services for its
western U.S. operations, president of SBC federal relations in
Washington, D.C., regional president for Southern California, and
managing director for regulatory policy. Before joining SBC
Communications in 1996, Mr. Ferguson was a senior vice president,
partner and general manager at Fleishman-Hillard Inc., serving as
the senior consultant to SBC companies on all communications
issues.
* * *
Dow Jones Newswires' Sharon Terlep observes GM's relationship with
the government could be fraught with complications, noting some
banks that took government bailouts have been criticized for
lobbying in Washington in favor of regulations that would benefit
them. According to Ms. Terlep, GM could face a similar sticky
situation if, for example, it advocates positions on vehicle fuel
efficiency or carbon emissions that conflict with those of the
Obama administration.
"Our unique situation creates a careful balance that we have to
maintain to be responsive to the concerns of Congress while making
the business decisions to become viable," Ms. Terlep quotes GM
spokesman Greg Martin as saying. Among decisions GM faces,
according to Ms. Terlep, is when to launch a stock offering that
eventually could allow the government to sell its stake.
Ms. Terlep relates Mr. Whitacre is in the early stages of
searching for a CEO replacement. Meantime, he has been adding
outsiders to a company long dominated by lifelong auto employees.
Dow Jones also reports that Mr. Whitacre reassigned Robert Lutz,
product guru turned marketing chief, into an advisory role on
vehicle design and development. Mr. Whitacre also has put younger
executives in key roles. He picked Susan Docherty, 46, to head
sales and marketing and Mark Reuss, 46, to lead GM's North
American operations.
The overhaul, according to Dow Jones, is part of Mr. Whitacre's
effort to speed decision-making and drive dramatic culture change
that the board felt former CEO Fritz Henderson was incapable of
managing.
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 US$107.45 billion in total assets
against US$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)
GMAC INC: GMACFS Expected to Receive Another Gov't Cash Infusion
----------------------------------------------------------------
ABI reports that GMAC Financial Services is close to getting
approximately $3.5 billion in additional aid from the U.S.
government, on top of $12.5 billion already received since
December 2008.
GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide. As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.
GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation. On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member. On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended. In connection with this
approval, GM and FIM Holdings were required to significantly
reduce their voting equity ownership interests in GMAC. These
reductions in ownership occurred in 2009.
Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S.
at http://www.AllyBank.com/or in Canada at http://www.ally.ca/
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.
Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC. ResCap's balance sheet at June 30, 2009, showed total assets
of $22.00 billion, total liabilities of $20.95 billion, and total
stockholders equity of $1.05 billion.
* * *
At September 30, 2009, GMAC Inc.'s consolidated balance sheet
showed total assets of $178.25 billion, total liabilities of
$153.31 billion, and total stockholders' equity of $24.94 billion.
GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.
GMAC reported a second quarter 2009 after-tax net loss of
$3.90 billion, compared to a net loss of $2.48 billion in the
second quarter of 2008. GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.
GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern. GMAC says that should ResCap file
for bankruptcy, its $400 million investment related to ResCap's
equity position would likely be reduced to zero. In addition, as
of September 30, 2009, GMAC had approximately $3.4 billion in
secured financing arrangements and secured hedging agreements with
ResCap of which approximately $2.3 billion in loans and
$32 million related to hedging agreements had been utilized.
GMAC INC: Treasury Slashes Bailout Fund to $3.8 Billion
-------------------------------------------------------
The U.S. Department of the Treasury on December 30 announced that
it is acting on its previously announced commitment to provide
capital to GMAC Financial Services as identified in May as a
result of the Supervisory Capital Assessment Program.
In May, SCAP identified an additional capital need of $5.6 billion
for GMAC, which Treasury's internal forecasts have assumed would
need to be provided by Treasury.
Due to a variety of factors, including that the restructurings of
General Motors and Chrysler were accomplished with less disruption
to GMAC than banking supervisors initially projected, Treasury
will commit $3.8 billion of new capital to GMAC rather than the
$5.6 billion originally announced, resulting in a $1.8 billion
reduction in Treasury's previously forecasted TARP expenditures.
Prior to the December 30 actions, Treasury had invested $12.5
billion in preferred stock of GMAC. Treasury owns $13.1 billion
in preferred stock in GMAC, through purchases and the exercise of
warrants, and 35% of the common equity in GMAC.
Treasury also said last week it is restructuring its investment in
GMAC to protect taxpayers and put GMAC in a position to raise
private capital and pay back taxpayers as soon as practicable.
The details of the restructuring are:
-- To best protect the taxpayers' investment in GMAC, the
$3.8 billion of new capital will be provided in the form
of $2.54 billion of Trust Preferred Securities (TRUPs),
which are senior to all other capital securities of the
Company, and $1.25 billion of Mandatory Convertible
Preferred Stock (MCP). In connection with providing this
capital, Treasury will also receive warrants to purchase
an additional $127 million of TRUPs and $63 million of MCP
which it will exercise immediately at the closing of the
transaction.
-- Treasury will also convert $3.0 billion of its existing
MCP, which was invested in May 2009, into common equity to
boost the quality of the capital supporting GMAC.
Treasury's equity ownership of GMAC will increase from 35%
to 56% due to this conversion. Corresponding with this
increase in ownership, Treasury will have the right to
appoint two additional directors to the GMAC Board of
Directors. Four of nine directors will ultimately be
appointed by Treasury. Treasury intends to nominate its
new directors in time for GMAC's annual meeting at the end
of April.
-- To enable GMAC to meet its SCAP requirements for Tier 1
capital, Treasury will exchange $5.25 billion of preferred
stock into MCP, in substantially the same form as
Treasury's existing MCP. As a result of this transaction
and the conversion, Treasury will hold $11.4 billion of
MCP in GMAC.
-- In connection with the transactions, Treasury will
acquire a "reset" feature on the entirety of its MCP
holdings such that the conversion price under which its
MCP can be converted into common equity will be adjusted
in 2011, if beneficial to Treasury, based on the market
price of private capital transactions occurring in 2010.
-- As further protection for the taxpayer, GMAC will continue
to be subject to a variety of other covenants and
requirements, including the executive compensation and
corporate governance requirements of Section 111 of the
Emergency Economic Stabilization Act (EESA) and, as an
ongoing recipient of "exceptional" assistance, GMAC
remains subject to the oversight of the Special Master for
Executive Compensation, Kenneth Feinberg.
GMAC last week said that with the Treasury actions, it has
achieved the capital buffer required under the SCAP needed to meet
the worse-than-expected economic scenario. GMAC said the $3.79
billion cash infusion was less than the $5.6 billion originally
anticipated by the Federal Reserve in May 2009 due in large part
to lower-than-expected losses related to the General Motors
bankruptcy filing.
GMAC explained that as previously announced in May 2009 as part of
the SCAP, the Federal Reserve instructed GMAC to raise $9.1
billion of additional capital. At that time, the U.S. Treasury
purchased $3.5 billion of GMAC MCP in partial satisfaction of the
SCAP requirements, which left $5.6 billion remaining in new
capital required. Since then, GMAC, the Federal Reserve and the
U.S. Treasury have been in discussions to finalize the amount,
structure and terms of the additional capital to be issued by GMAC
to the U.S. Treasury.
GMAC said as a result of the Treasury's conversion of $3.0 billion
of MCP into common equity, the Treasury will increase its common
equity ownership to 56.3%. GMAC's common equity holdings
following the conversion are:
Treasury 56.3%
Cerberus and its affiliates 14.9%
Third party investors 12.2%
Trust managed by an independent trustee
for the benefit of General Motors 9.9%
Affiliate of General Motors LLC 6.7%
According to the Treasury, the actions fulfill its commitments
made in May to GMAC in a manner which protects taxpayers to the
greatest extent possible. It said the actions offer the best
chance for GMAC to complete its overall restructuring plan and
return to the private capital markets for its debt financing and
capital needs in 2010.
"We are pleased that we could complete this restructuring of our
investment with $1.8 billion less capital than was projected in
May," Treasury said in a statement.
Treasury made its investment pursuant to EESA's Troubled Asset
Relief Program and in particular, the investment was made under
the Automotive Industry Financing Program which was implemented to
provide stability to the American auto industry.
Prior to the Treasury's announcement, The Wall Street Journal's
Dan Fitzpatrick and Deborah Solomon, have noted the Treasury has
authority to provide funds to GMAC through the Troubled Asset
Relief Program, the $700 billion program authorized by Congress at
the height of the financial crisis. The Journal said the
Treasury's funding will be the first big infusion to a single
company in several months. The Treasury has been working to wind
down many of the TARP programs as the financial crisis eases, and
it has already seen $175 billion returned from banks.
About GMAC Financial Services
GMAC -- http://www.gmacfs.com/-- is a bank holding company with
15 million customers worldwide. As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking. As of Sept. 30,
2009, the company had approximately $178 billion in assets.
GMAC INC: Writes Down $2-Bil. of Mortgage Assets at ResCap
----------------------------------------------------------
GMAC Financial Services on December 30 said that as a result of
management's intent to sell certain mortgage-related assets and
thereby reduce volatility in GMAC's financial results, these
actions were taken resulting in the write-down of roughly $2.0
billion of mortgage assets at Residential Capital, LLC:
* The reclassification of certain international mortgage
assets and businesses from held for investment (HFI) to held
for sale (HFS), resulting in an estimated pre-tax charge of
approximately $1.3 billion. As of Sept. 30, 2009, the assets
had an unpaid principal balance of $2.4 billion and a
carrying value (net of allowance for credit losses) of
$2.0 billion.
* The reclassification of domestic mortgage assets from HFI to
HFS, resulting in an estimated pre-tax charge of
approximately $700 million. As of Sept. 30, 2009, the assets
had an unpaid principal balance of $3.3 billion and a
carrying value (net of allowance for credit losses) of
$2.3 billion.
Additionally, management recorded a repurchase reserve expense of
$500 million associated with the mortgage servicing business.
These actions, inclusive of estimated operating losses for the
period, required a total capital contribution to ResCap of
approximately $2.7 billion in the form of mortgage loans acquired
by GMAC from Ally Bank, GMAC debt forgiveness and cash. With the
capital contribution, ResCap's net worth will exceed the minimum
level required to meet certain covenants.
Following these transactions, GMAC does not expect to incur
additional substantial losses from ResCap and will be better
positioned to explore strategic alternatives with respect to
mortgage operations.
The GMAC Board of Directors reviewed various alternatives related
to ResCap and, based on their analysis of the facts and
circumstances, the board unanimously concluded that these actions
are in the best interests of GMAC and its stakeholders.
GMAC also took certain actions to strengthen Ally Bank and to
further establish its strategic role within GMAC:
* In order to strengthen the asset quality profile of Ally
Bank, GMAC purchased certain higher risk mortgage assets
from Ally Bank at fair value of approximately $1.4 billion,
resulting in an estimated pre-tax charge of approximately
$1.3 billion. In addition, GMAC contributed $1.3 billion of
additional cash capital to Ally Bank, equal to the amount of
the pre-tax charge, to maintain Ally Bank's capital
position. At Sept. 30, 2009, the assets had an unpaid
principal balance of $3.6 billion and a carrying value (net
of allowances for credit losses) of $2.8 billion.
* Subsequently, these mortgage assets were contributed by GMAC
to ResCap where they are classified as HFS.
Following these actions, Ally Bank remains in compliance with its
regulatory agreements and has the necessary capital to support its
auto financial services business, which is the company's highest
strategic priority. The Federal Deposit Insurance Corporation,
Ally Bank's regulator, was consulted regarding the actions.
The overall impact to GMAC of the actions are:
* GMAC will recognize a pre-tax charge of approximately
$3.8 billion, with $3.3 billion related to the mortgage
write-downs at ResCap and Ally Bank and $500 million related
to repurchase reserve expense.
* ResCap will receive approximately $2.7 billion in additional
capital.
* Ally Bank will recognize a $1.3 billion pre-tax charge and
be recapitalized with a $1.3 billion cash infusion from
GMAC.
"These decisive balance sheet actions and resulting capital
infusions are intended to minimize the impact on GMAC and Ally
Bank of any significant future losses related to ResCap's legacy
mortgage business," said GMAC Chief Executive Officer Michael A.
Carpenter. "By protecting the financial performance and strength
of our core automotive finance operations, we expect to increase
the pace at which we can fully repay the U.S. taxpayer. These
actions will also allow GMAC to pursue strategic alternatives for
ResCap and the mortgage business."
Conference Call on Tuesday
GMAC has scheduled a conference call for Tuesday, Jan. 5, 2010 at
4 p.m. EST for investors, analysts and members of the press. GMAC
Chief Executive Officer Michael A. Carpenter and GMAC Chief
Financial Officer Robert Hull will host the call. The call will
include a review of the recent actions taken by GMAC, followed by
a question-and-answer session.
About GMAC Financial Services
GMAC -- http://www.gmacfs.com/-- is a bank holding company with
15 million customers worldwide. As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking. As of Sept. 30,
2009, the company had approximately $178 billion in assets.
GREEN BUILDERS: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------
PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about Green Builders, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements as of
and for the years ended September 30, 2009, and 2008. The
independent public accounting firm reported that the
Company has suffered recurring losses from operations and has a
net capital deficiency.
Green Builders, Inc. reported a net loss of $10.2 million on total
revenues of $14.5 million for the year ended September 30, 2009,
compared to a net loss of $14.8 million on total revenues of
$9.0 million for the same period ended September 30, 2008.
Homebuilding and related services revenues were $12.6 million and
$6.0 million at September 30, 2009, and 2008, respectively. For
the year ended September 30, 2009, the Company had 48 home sales
and 15 cancellations. At September 30, 2009, the Company had one
completed speculative unit, two models and 12 units in backlog.
For the year ended September 30, 2008, the Company had 68 home
sales and 13 cancellations. At September 30, 2008, the Company
had 13 completed speculative units, one speculative unit under
construction, seven completed models, and 29 units in backlog.
During the year ended September 30, 2009, home sales accounted for
approximately 87% of revenues. For the year ended September 30,
2009, the Company had 50 home closings at an average sales price
of $252,000. During the year ended September 30, 2008, the
Company had 26 home closings at an average sales price of
$232,000. The increase in average sales price is due to an
increase in built to order houses versus speculative houses in the
prior year.
Land sales revenues, which consists of revenues from the sale of
undeveloped land and developed lots, decreased by 47% to
$1.6 million during the year ended September 30, 2009, compared to
$3.0 million for the year ended September 30, 2008. The decrease
in land sales revenues in 2009 was due to the cancellation of lot
sales contracts from regional and local homebuilders during the
last twelve months.
During the year ended September 30, 2009, the Company had $349,485
in remodeling revenues, compared with no remodeling revenue for
the same period in 2008. Remodeling revenues were primarily
composed of one large construction contract.
Balance Sheet
At September 30, 2009, the Company's balance sheets showed
$31.2 million in total assets and $41.1 million in total
liabilities, resulting in a $9.9 million shareholders' deficit.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4ccf
Liquidity
On September 30, 2009, the Company had approximately $1.2 million
in cash and cash equivalents, compared to approximately
$3.7 million at September 30, 2008. "The Company's current
operations and future growth will require substantial amounts of
cash for earnest money deposits, development costs, interest
payments and homebuilding costs. Until the Company begins to sell
an adequate number of lots and homes to cover its monthly
operating expenses, sales and marketing expenses, general and
administrative costs, and interest payments, cash will continue to
be depleted. Due to current market conditions and slow home and
land sales, it is anticipated that the Company will need
additional capital to support operations for the next twelve
months. The Company can not provide any assurance that it will be
successful in obtaining additional capital."
About Green Builders
Austin, Texas-based Green Builders, Inc. (Pink Sheets: GRBU) --
http://www.greenbuildersinc.com/-- a land acquisition,
development, homebuilding and remodeling company, is a pioneer for
mass-appealing "green" homes and communities. The Company's green
remodeling program currently caters to existing homeowners in the
Austin, Texas area.
GREEN TREE: S&P Assigns 'B' Short-Term Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
short-term counterparty credit rating to Green Tree Credit
Solutions LLC. At the same time, S&P assigned Green Tree's
senior-secured credit facility a rating of 'B+' and a recovery
rating of '3', indicating its expectation of a meaningful (50% to
70%) recovery in the event of a payment default. The outlook is
stable.
"The 'B' short-term counterparty credit rating corresponds with
the 'B+' long-term counterparty credit rating that S&P assigned on
Nov. 30, 2009, per S&P's criteria," said Standard & Poor's credit
analyst Rian M. Pressman, CFA.
Green Tree is the borrower under a $380 million credit facility,
which consists of a $350 million bank loan (Term Loan B; maturing
on Dec. 18, 2015) and a $30 million revolver (maturing Dec. 18,
2014).
The stable outlook is supported by Green Tree's strong pipeline of
servicing contracts, substantial profit margins, and limited
exposure to credit risk. S&P could raise the rating if the
company is able to expand its business while maintaining adequate
profitability and leverage. S&P could lower the rating if
leverage -- measured by cash-flow coverage of debt and interest --
rises because of decreased cash flow or increased debt.
GRISWOLD BUILDING: Plan Not Feasible & Confirmation Is Denied
-------------------------------------------------------------
WestLaw reports that the proposed joint plan of Griswold Building,
LLC, and its debtor-affiliates was not feasible. Due to the lack
of adequate protection for a lender's interest therein, the
debtors did not have a right to use the cash from rents being held
in a lockbox to make the cash payments required on confirmation of
the plan. In addition, the debtors lacked sufficient cash flow to
make the monthly payments to the lender if the appropriate
cramdown rate of interest was applied to the lender's claim, and
the debtors' cash flow projections did not account for the
payments to be made to the general unsecured creditors. Finally,
the debtors failed to show that it was more likely than not that
they would be able to make a required $30,000,000 balloon payment
to the lender in five years. In re Griswold Bldg., LLC, --- B.R.
----, 2009 WL 4755411 (Bankr. E.D. Mich.) (Shefferly, J.).
Griswold Building, LLC, Griswold Properties, LLC, and Colossae,
LLC, filed chapter 11 petitions (Bankr. E.D. Mich. Case Nos. 09-
57520, 09-57521 and 09-57523) on June 3, 2009. The Debtors are
represented by Michael E. Baum, Esq., in Bloomfield Hills, Mich.
At the time of the filing, the Debtors estimated $23,764,098 in
debts.
GULSTREAM CRANE: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------------
Gulfstream Crane, LLC, sought and obtained interim authorization
from the Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida to use the cash collateral until
January 15, 2010.
Michael D. Seese, Esq., at Hinshaw & Culbertson, 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 Debtor
will use the collateral pursuant to a weekly budget, a copy of
which is available for free at:
http://bankrupt.com/misc/GULFSTREAM_CRANE_budget.pdf
The lenders are entitled to protection against the decline in
value of their security interests in pre-petition collateral
resulting from the Debtor's use of cash collateral. Bank Midwest,
one of the lenders, recorded the first lien extending to all
assets of the Debtor.
Judge Ray has set a final hearing for January 15, 2010, at
9:30 a.m.
Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General
Crane -- is engaged primarily in the business of supplying and
renting crane, hoist and rigging equipment. The Company operates
and maintains facilities in Florida, Georgia and Texas.
The Company filed for Chapter 11 bankruptcy protection on
December 8, 2009 (Bankr. S.D. Fla. Case No. 09-37091). Michael D.
Seese, Esq., who has an office in Fort Lauderdale, Florida,
assists the Company in its restructuring effort. The Company
listed $50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.
HAYA ENTERPRISES: Files for Chapter 11 Bankruptcy in Oregon
-----------------------------------------------------------
Portland Business Journal reports that Haya Enterprises LLC filed
for Chapter 11 bankruptcy in the U.S. Bankruptcy Court of Oregon,
listing assets and debts of between $1 million and $10 million.
Keith Boyd represents the company.
Haya Enterprises LLC is a real estate developer.
HAYA ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Haya Enterprises, LLC
142 E Bonita Ave #12
San Dimas, CA 91773
Bankruptcy Case No.: 09-67066
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Oregon
Judge: Frank R. Alley III
Debtor's Counsel: Keith Y. Boyd, Esq.
88 E Broadway
Eugene, OR 97401-2933
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
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Ramz Fakhoury, member of the Company.
HEARTLAND PUBLICATIONS: Gets Interim Nod to Use Cash Collateral
---------------------------------------------------------------
Heartland Publications, LLC, et al., sought and obtained authority
from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware to use the cash collateral, on an interim
basis, securing their obligation to their prepetition lenders.
The Debtors' primary indebtedness consists of two secured credit
facilities: (i) the second amended and restated credit agreement
dated as of June 11, 2007, among the Debtors and General
Electric Capital Corporation (GECC), as administrative agent and
lender, and certain other lenders (collectively, and with GECC,
the First Lien Lenders); and (ii) the credit agreement dated as of
June 11, 2007 (the Second Lien Credit Facility), among the Debtors
and Silver Point Finance, LLC, as administrative agent (Silver
Point) and certain other lenders (collectively, and with Silver
Point, the Second Lien Lenders; together, the First Lien Lenders
and the Second Lien Lenders will be referred to as the Prepetition
Lenders).
The First Lien Credit Facility consists of a $10 million senior
secured revolving credit facility and a $110 million senior
secured term loan facility. As of November 3, 2009, the total
outstanding indebtedness under the first lien revolver loan,
including accrued interest, is $3,541,760, and under the first
lien term loan is $107,894,638.
The Second Lien Credit Facility consists of a $41.0 million term
loan. As of November 3, 2009, the total outstanding indebtedness
under the second lien term loan, including accrued interest, is
$44,933,506.
Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP,
the attorney for the Debtors, explains that the Debtors need the
money to fund their 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/HEARTLAND_PUBLICATIONS_budget.pdf
In exchange for using the cash collateral, the Debtors propose to
grant (a) GECC, for the benefit of the First Lien Lenders, the
first lien adequate protection liens and the first lien adequate
protection claim and (b) Silver Point, for the benefit of the
second lien lenders, the second lien adequate protection liens.
The First Lien Adequate Protection Liens will be senior to the
Second Lien Adequate Protection Liens.
Upon the occurrence of a termination event, to the extent
unencumbered funds aren't available to pay in full administrative
expenses, the First Lien Adequate Protection Claim, the Adequate
Protection Liens and the liens securing the Prepetition
Obligations will be subject to: (i) the payment of (a) unpaid
professional fees and expenses specified in the Budget that have
been incurred as of the date of such Termination Event by
professionals retained by the Debtors, any official committee of
unsecured creditors (the "Committee"), any other statutory
committee, trustee, examiner or other representative appointed in
the Chapter 11 Cases and (b) professional fees and expenses in an
aggregate amount not to exceed $100,000 that are incurred after
the termination event by the professionals, in each case for and
net of any unused retainers for such professional fees and
expenses, and (ii) the payment of fees payable.
The Debtors will provide to GECC, so as actually to be received on
or before Wednesday by 12:00 noon (Eastern time) of each calendar
week, weekly line-by-line variance reports for the preceding
weekly period and on a cumulative basis for the period from the
Petition Date to the last day of such preceding weekly period,
which variance reports will be in form and substance reasonably
acceptable to GECC, comparing actual cash disbursements to amounts
projected in the Budget.
The prepetition lenders are represented by Larry Nyhan, Esq., and
Jessica C.K. Boelter, Esq., at Sidley Austin LLP.
The Final Hearing is set for January 13, 2010, at 10:00 a.m.
About Heartland Publications
Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites. The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.
Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459). Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort. Duff & Phelps,
Securities LLC is the Debtor's financial advisor. Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent. As of
October 31, 2009, the Debtor has $134.3 million in assets and
$166.2 million in liabilities.
HELIX BIOPHARMA: Incurs C$3.5MM Net Loss in Quarter Ended Oct 31
----------------------------------------------------------------
Helix BioPharma Corp. recorded a net loss of C$3,473,000 or C$0.06
per common share for the first quarter ended October 31, 2009,
compared to a net loss of C$2,321,000, or C$0.05 per common share
for in the first quarter of fiscal 2009.
Revenues in the first quarter of fiscal 2010 totalled C$1,020,000,
compared to revenues of C$1,119,000 for the first quarter of
fiscal 2009.
At October 31, 2009, the Company's consolidated balance sheets
showed C$28,282,000 in total assets, C$2,942,000 in total
liabilities, and C$25,340,000 in total shareholders' equity.
A copy of the Company's consolidated financial statements for the
quarter ended October 31, 2009, is available at no charge at:
http://researcharchives.com/t/s?4cc6
Liquidity
At October 31, 2009, the Company had cash and cash equivalents
totaling C$23,540,000, compared to C$14,494,000 at July 31, 2009.
The increase in cash and cash equivalents in the first quarter of
fiscal 2010 is the result of a private placement completed on
September 8, 2009, where the Company issued 6,625,000 units at
C$2.05 per unit, for gross proceeds of C$13,581,250.
At October 31, 2009, the Company's working capital was
C$23,425,000.
Based on its planned expenditures and assuming no material
unanticipated expenses, the Company forecasts indicate that its
cash reserves and expected cash from operations will be sufficient
to meet anticipated cash needs for working capital and capital
expenditures to the end of fiscal 2011. These planned
expenditures do not include those necessary to conduct the
proposed U.S. Phase I and Polish Phase I/II clinical trials for L-
DOS47 or the proposed U.S. Phase II/III and European Phase III
clinical trials for Topical Interferon Alpha-2b (cervical
dysplasia). These trials will require substantial funding beyond
the Company's current resources.
Going Concern Doubt
"As the majority of the Company's resources are focused on two
emerging drug products in the development stage, the Company
expects to incur additional losses for the foreseeable future and
will require additional financial resources. The continuation of
the Company's research and development activities and the
commercialization of its products is dependent upon the Company's
ability to successfully complete its research programs, protect
its intellectual property and finance its cash requirements on an
ongoing basis. It is not possible to predict the outcome of
future research and development activities or the financing
thereof. If the Company is unable to raise additional funds,
there is substantial doubt about its ability to continue as a
going concern and realize its assets and pay its liabilities as
they become due."
About Helix BioPharma
Based in Aurora, Ontario, Canada, Helix BioPharma Corp. --
http://www.helixbiopharma.com/-- is a Canadia biopharmaceutical
company specializing primarily in the field of cancer therapy.
The Company is actively developing products for the prevention and
treatment of cancer based on its proprietary technologies.
Helix's product development initiatives include its L-DOS47 and
Topical Interferon Alpha 2b new drug candidates. Helix is listed
on the TSX and FSE under the symbol "HBP" and the OTCQX
International Market under the symbol "HXBPF".
HOMESOURCE PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Homesource Properties, LLC
fka Homesource Remarketing, LLC
P.O. Box 15730
Wilmington, NC 28408
Bankruptcy Case No.: 09-11325
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
Eastern District of North Carolina (Wilson)
Judge: Randy D. Doub
Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
Stubbs & Perdue, P.A.
P.O. Drawer 1654
New Bern, NC 28563
Tel: (252) 633-2700
Fax: (252) 633-9600
Email: efile@stubbsperdue.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/nceb09-11325.pdf
The petition was signed by Ronald K. Jessup II, member/manager of
the Company.
HUMAN BEAN: Colorado Seizes Shops for Back Sales and Taxes
----------------------------------------------------------
The Colorado Department of Revenue seized Human Bean for $45,124
in back sales and employment taxes, according to Coloradoan.com.
Jakob Rodgers at The Tribune says Rob Graves, owner of Morning
Fresh Dairy in Bellvue, said it plans to purchase The Human Bean
coffee shops. Mr. Graves will work to complete a loan to acquire
the franchise to get the coffee shop open.
Based in Colorado, Human Bean Coffee operates coffee shops. It
entered into Chapter 11 bankruptcy in December 2008.
HUNTINGTON RESTAURANTS: Case Summary & 13 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Huntington Restaurants, Inc.
817 Delaware Street
Berkeley, CA 94710
United States
Bankruptcy Case No.: 09-72387
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Debtor's Counsel: Charles R. Duffy, Esq.
Law Offices of Butterfield and Duffy
33 E Huntington Dr.
Arcadia, CA 91006
Tel: (626)447-8161
Email: cduffylaw@yahoo.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 $1,489,754
and total debts of $1,682,258.
A full-text copy of the Debtor's petition, including a list of its
13 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/canb09-72387.pdf
The petition was signed by Willie C. Cook, president of the
Company.
IA GLOBAL: Appeals Delisting Notification From NYSE AMEX
--------------------------------------------------------
IA Global, Inc., has received notice that the NYSE AMEX Stock
Exchange has determined to proceed with an application to the
Securities and Exchange Commission to remove the Company's common
stock from listing and registration on NYSE AMEX. This
determination, which the Company has appealed, was made in light
of the Company's failure to comply with certain standards for
continued listing on NYSE AMEX set forth in Part 10 of the NYSE
AMEX Company Guide. Specifically, the Company is not in
compliance with (i) Section 1003(a)(i) of the Company Guide, since
its total shareholders' equity is less than $2 million and the
Company has reported losses from continuing operations and net
losses in two out of the three most recent fiscal years; (ii)
Section 1003(a)(ii) of the Company Guide, since its total
shareholders' equity is less than $4 million and the Company has
reported losses from continuing operations and net losses in three
out of the four most recent fiscal years; (iii) Section
1003(a)(iii) of the Company Guide, since its total shareholders'
equity is less than $6 million and the Company has reported losses
from continuing operations and net losses in the five most recent
fiscal years; and (iv) Section 1003(a)(iv) of the Company Guide,
since the Company sustained losses so substantial in relation to
its overall operations or its existing financial resources or its
financial condition has become so impaired that is appears
questionable, in the opinion of the NYSE AMEX, that the Company
will be able to continue operations and/or meet its obligations as
they mature.
In order to maintain its listing on NYSE AMEX, the Company
submitted a plan on October 26, 2009, which was subsequently
amended on November 5, 2009, that addressed how it intended to
regain compliance with Section 1003(a)(iv) of the Company Guide by
March 25, 2010 and Section 1003(a)(i), (ii) and (iii) of the
Company Guide by March 25, 2011. The Company would be subject to
periodic review by NYSE AMEX staff during the extension period.
In the notice received by the Company on December 23, 2009, NYSE
AMEX indicated that it believes that the Company's financial
condition, low selling price and lack of definitive documentation
do not support the Company's plan to regain compliance by
March 25, 2011. On December 30, 2009, the Company appealed the
NYSE AMEX staff's determination and requested an oral hearing to
present its plan and discuss the Company's progress towards
achieving the goals set forth in the plan, including the Company's
intent to regain compliance with NYSE AMEX rules by March 25,
2011. The Company's common stock will continue to trade on NYSE
AMEX while the Company's appeal is pending.
The Company has not filed its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2009. The timely filing
of such report is a condition of the Company's continuing listing
on NYSE AMEX, as required by Sections 134 and 1101 of the Company
Guide. In addition, the Company's failure to file this report is
a violation of its listing agreement with NYSE AMEX. Pursuant to
1003(d) of the Company Guide, NYSE AMEX is authorized to suspend,
and unless prompt corrective action is taken, remove the Company's
security from listing on the exchange. The Company submitted a
plan to NYSE AMEX on December 7, 2009 and expects to be in
compliance with Sections 134 and 1101 of the Company Guide by
February 22, 2010.
The Company also received a deficiency letter from NYSE AMEX on
July 10, 2009. In this letter, NYSE AMEX staff determined that
the Company's securities had been selling for a low price per
share for a substantial period of time and, pursuant to Section
1003(f)(v) of the Company Guide, the Company's continued listing
was predicated on it effecting a reverse stock split of its common
stock by January 11, 2010. In response to the deficiency letter
and in accordance with guidance provided by NYSE AMEX's staff, the
Company asked its stockholders to give the board of directors
discretion to effect a reverse stock split within a prescribed
range of ratios. Such proposal was approved by the Company's
stockholders at the Company's 2009 Annual Meeting on December 18,
2009. This reverse stock split is expected to be considered after
the completion of the appeal process.
Pursuant to Section 1003(c)(i) of the Company Guide, NYSE AMEX
will consider delisting a security where an issuer has disposed of
its principal operating assets. On December 8, 2009, the Company
deconsolidated the operations of Global Hotline, Inc., its wholly-
owned subsidiary engaged in business process outsourcing
activities in Japan, effective as of July 1, 2009. As a result,
the Company intends to account for Global Hotline, Inc. as a
discontinued operation for periods ending after July 1, 2009. The
Company's stockholders' equity is expected to increase by
approximately $15.2 million during the three months ended
September 30, 2009 in part as a consequence of this determination.
Mr. Brian Hoekstra, Chief Executive Officer of the Company,
stated, "We intend to appeal this delisting decision by NYSE AMEX.
Our deconsolidation of Global Hotline, Inc., recent cash
investments in the Company by Inter Asset Japan LBO No 1 Fund, the
Ascendiant line of credit transaction, the Korean investment,
management and board of director changes continue to strengthen
the Company."
There is no guarantee that the Company will be successful at
maintaining its NYSE AMEX listing. If the Company's common stock
were to be delisted by NYSE AMEX, the Company expects its shares
would continue to be traded on the Over-The-Counter Bulletin
Board.
About IA Global, Inc.
Based in San Francisco, IA Global, Inc. (NYSE AMEX US: IAO)
-- http://www.iaglobalinc.com/-- is a business process
outsourcing (BPO) and financial services company targeting the
business to business (B2B) and business to consumer (B2C) markets
in the Asia Region, the United States and Australia. The Company
is seeking to expand its investments in the BPO, B2B and financial
services sectors. In Japan, IA Global is 100% owner of Global
Hotline, Inc., a BPO company, operating several call centers
providing primarily outbound telemarketing services for
telecommunications and insurance, credit cards and catalog
products. In the Philippines, IA Global is the 100% owner of
Global Hotline Philippines Inc. (Global Hotline Philippines), a
BPO company providing inbound and outbound telemarketing services,
and collocation facilities to a variety of industries. In the
Asia region, the Company has equity investments of 20.25% in Slate
Consulting Co Ltd (Slate), 36% in Australian Secured Financial
Limited and 12.6% in Taicom Securities Co. Ltd (Taicom).
IDEARC INC: To Transfer 150 Laid-off Workers to India
-----------------------------------------------------
James Thorner, staff writer at St. Petersburg Times, reports that
Idearc Inc. is laying off 150 employees in St. Petersburg,
Florida, and shipping the jobs to India. The Company said it
would keep 90 in St. Petersburg as it transfers much of its
publishing business to Tata Consultancy Services of Mumbai. The
Company said it plans to hand out severance packages as employees
as dismissed.
Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia. Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers. Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier. Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.
Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts. The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent. William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates. The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel. The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.
IMPERIAL INDUSTRIES: Receives NASDAQ Delisting Notice
-----------------------------------------------------
Imperial Industries, Inc., has received a NASDAQ Staff
Determination letter on December 23, 2009, indicating that Nasdaq
determined to deny the Company's continued listing of its common
stock on the Nasdaq Capital Market, due to the Company's failure
to comply with the minimum stockholders' equity requirement of
$2,500,000 as set forth in NASDAQ Listing Rule 5500(b) as of
September 30, 2009. The Company has determined to appeal the
Nasdaq Staff's determination and will submit a request for a
hearing no later than December 30, 2009. The hearing request will
stay the suspension of the Company's securities and the Company's
common stock will continue to trade on the Nasdaq Capital Market
during the pendency of the appeal.
Imperial Industries, Inc., a building products company, --
http://www.imperialindustries.com/-- sells products primarily in
the State of Florida and to a certain extent the rest of the
Southeastern United States with facilities in the State of
Florida. The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.
IMPLANT SCIENCES: Lender Withdraws Notice of Defaults
-----------------------------------------------------
Implant Sciences Corporation has received notice from its lender,
DMRJ Group, LLC, that it is withdrawing its Notice of Defaults and
Notice of UCC Disposition of Collateral.
DMRJ has not waived the Company's defaults and has reserved all of
its rights under the Company's promissory notes and related loan
and security agreements. However, DMRJ also stated that it is
willing to enter into discussions and negotiations with Implant
Sciences regarding a potential restructuring of the loans and the
related agreements.
About Implant Sciences
Implant Sciences Corporation -- http://www.implantsciences.com/--
develops, manufactures and sells sophisticated sensors and systems
for the Security, Safety and Defense (SS&D) industries. The
Company has developed proprietary technologies used in its
commercial portable and bench-top explosive trace detection
systems which ship to a growing number of locations domestically
and internationally.
INTELSAT JACKSON: Bank Debt Trades at 10% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings is a borrower traded in the secondary market at 90.45
cents-on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.70
percentage points from the previous week, The Journal relates.
The Company pays 300 basis points above LIBOR to borrow under the
loan facility, which matures on Feb. 5, 2014. The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
Intelsat Jackson Holdings is an indirect subsidiary of Intelsat
Ltd. Headquartered in Penbroke, Bermuda, Intelsat is the largest
fixed satellite service operator in the world and is privately
held by financial investors.
As reported by the Troubled Company Reporter on Oct. 16, 2009,
Standard & Poor's assigned its 'B+' issue-level and '2' recovery
ratings to Intelsat Jackson Holdings Ltd.'s proposed $500 million
senior notes due 2019. The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of a
payment default. The proposed notes are also guaranteed by
Intelsat Subsidiary Holding Co. Ltd. Issue proceeds will be used
to purchase and retire about $400 million of the 11.5%/12.5%
senior paid-in-kind election notes due 2017 that reside at
Intelsat Bermuda Ltd. ($2.4 billion outstanding as of June 30,
2009) and for general corporate purposes. Ratings are based on
preliminary documentation and are subject to review of final
documents.
In addition, S&P lowered the issue-level ratings on Intelsat Sub
Holdco's unsecured debt to 'B+' from 'BB-'. This rating action
also applies to the debt at Intelsat Jackson Holdings that is
guaranteed by Sub Holdco. The downgrade of about $3.7 billion in
debt is due to the increased debt that is guaranteed by Intelsat
Sub Holdco. S&P revised the recovery rating on these notes to '2'
from '1'. Also, S&P affirmed the 'B' corporate credit rating on
parent Intelsat Ltd. The outlook is stable.
The TCR reported on Oct. 16, 2009, that Moody's assigned a B3
rating to Intelsat Jackson Holdings, Ltd.'s new $500 million 10-
year note issue. The new notes are guaranteed by Intelsat
Jackson's indirect, wholly owned subsidiary, Intelsat Subsidiary
Holding Company, Ltd. and, as they rank equally with existing B3-
rated senior notes issued by Intelsat SubHoldCo (and with senior
notes at Intelsat SubHoldCo's sister company, Intelsat
Corporation), they are rated at the same B3 level.
INTERGALECTIC: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Intergalectic Properties, LLC
333 West Drachman
Tucson, AZ 85705
Bankruptcy Case No.: 09-33531
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Arizona (Tucson)
Debtor's Counsel: Steven D. Keist, Esq.
P.O. BOX 1734
Glendale, AZ 85311-1734
Tel: (623) 937-9799
Fax: (623) 435-9057
Email: steven.keist@azbar.org
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
15 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/azb09-33531.pdf
The petition was signed by Ankur Yadav, member of the Company.
INTRAOP MEDICAL: PMP Helin Raises Going Concern Doubt
-----------------------------------------------------
PMP Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Intraop Medical Corporation's ability to continue as a
going concern after auditing the Company's consolidated financial
statements as of and for the fiscal years ended September 30,
2009, and September 30, 2008.
"The Company has incurred substantial net losses and incurred
substantial monetary liabilities in excess of monetary assets over
the past several years and as of September 30, 2009, had an
accumulated deficit of $47,513,503."
Intraop Medical Corporation reported total revenues of $6,497,377
and a net loss of $4,832,418 for the year ended September 30,
2009, compared to total revenues of $7,345,945 and a net loss of
$8,639,427 for the year ended September 30, 2008.
At September 30, 2009, the Company's consolidated balance sheet
showed $7,943,126 in total assets and $13,156,074 in total
liabilities, resulting in a $5,212,948 shareholders' deficit.
The Company's consolidated balance sheet at September 30, 2009,
also showed strained liquidity with $6,781,122 in total current
assets available to pay $13,155,647 in total current liabilities.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4cc4
About Intraop Medical
Headquartered in Sunnyvale, California, Intraop Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.
J. WILLIAM PUSTELAK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: J. William Pustelak, Inc.
9070 Peach Street
Wateford, PA 16441
Bankruptcy Case No.: 09-12356
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Western District of Pennsylvania (Erie)
Judge: Thomas P. Agresti
Debtor's Counsel: Gary V. Skiba, Esq.
The McDonald Group, L.L.P.
456 West Sixth Street
P.O. Box 1757
Erie, PA 16507
Tel: (814) 456-5318
Fax: (814) 456-3840
Email: gskiba@tmgattys.com
Estimated Assets:
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/pawb09-12356.pdf
The petition was signed by J. William Pustelak, president of the
Company.
IRVINE SENSORS: Posts $914,800 Net Income for Fiscal Year 2009
--------------------------------------------------------------
Irvine Sensors Corporation posted net income of $914,800 for the
fiscal year ended September 27, 2009, from a net loss of
$21,558,900 for the fiscal year ended September 28, 2008.
Total revenues were $11,536,200 for the fiscal year ended
September 27, 2009, from $16,677,000 for the fiscal year ended
September 28, 2008.
At September 27, 2009, the Company had total assets of $5,851,600
against total liabilities of $10,554,900, resulting in
stockholders' deficit of $4,703,300. At September 28, 2008, the
Company had total assets of $22,884,000 against total liabilities
of $31,343,200, resulting in stockholders' deficit of $8,459,200.
The Company's September 27 balance sheet also showed strained
liquidity: The Company had total current assets of $2,901,600
against total current liabilities of $9,172,900.
At September 27, 2009, Irvine Sensors had $588,400 of debt, which
consisted of (i) a Secured Promissory Note payable to Longview
Fund LP, the principal amount of which was reduced from
$2.1 million to $188,400 through partial exchange of the debt
pursuant to the credit bid that effectuated the sale of Irvine
Sensors' Optex unit and partial repayment from proceeds of the
Patent Sale and License and (ii) a one-year $400,000 unsecured
subordinated promissory note payable to Timothy Looney. Irvine
Sensors also had contingent secured subordinated notes originally
issued in the aggregate principal amount of $1,115,000, which were
issued in connection with Irvine Sensors' November 2007 debt
restructuring. Of the principal amount of the Contingent Notes,
only $17,300 remained potentially outstanding as of September 27,
2009.
During fiscal 2009, Irvine Sensors incurred fees and expenses of
approximately $1.4 million in the lawsuits related to the ongoing
disputes with Mr. Looney and his affiliate. In December 2009,
Irvine Sensors and Mr. Looney engaged in voluntary mediation in an
attempt to resolve this dispute. The outcome of this process was
a tentative agreement between the parties regarding a possible
settlement. However, the detailed terms of such a settlement have
not yet been agreed upon. Furthermore, elements of this proposal
would require certain third party consents, which Irvine Sensors
cannot guarantee can be obtained. Irvine Sensors said if the
proposed settlement is not effectuated, it anticipates it will
continue to incur substantial expenses in subsequent periods as
trial and preparation for trial on these matters proceed.
Irvine Sensors said the reduction in its working capital deficit
in fiscal 2009 was largely the result of the completion of the
Optex Asset Sale in October 2008, the Patent Sale and License in
March 2009 and the Optex bankruptcy and corresponding
extinguishment of consolidated debt in September 2009. Irvine
Sensors said its Restructured Debt had been reclassified to
current status at September 28, 2008 because of the pending status
of the Optex Asset Sale. By September 27, 2009, approximately
$11.6 million of the Restructured Debt obligation, net of
discounts, had been extinguished due to the consummation of the
Optex Asset Sale in October 2008 and the application of proceeds
from the Patent Sale and License. Irvine Sensors said the working
capital improvements were partially offset by the elimination of
approximately $7.5 million of current assets of Optex and
approximately $4.0 million of current liabilities of Optex, upon
completion of the Optex Asset Sale. Another substantial
contributor to Irvine Sensors' reduced working capital deficit in
fiscal 2009 was the elimination of approximately $2.5 million of
consolidated debt as a result of the Optex bankruptcy.
In June 2009, Irvine Sensors entered into a factoring agreement
for accounts receivable financing, pursuant to which Irvine
Sensors may borrow up to $2 million based on available accounts
receivable and under which Irvine Sensors pledged as collateral
and granted a security interest in, among other things, all of its
inventory, accounts, equipment, general intangibles (other than
intellectual property), investment property, leases, chattel paper
and notes payable to Irvine Sensors. The initial term of the
agreement is one year, which will automatically renew for
successive one-year periods unless notice of non-renewal is
provided by Irvine Sensors at least 60 days prior to the
expiration of a term. Irvine Sensors said the factoring lender
may purchase acceptable accounts receivable on a recourse basis at
a discounted purchase price plus fees. Interest will accrue on
the amounts advanced by the factoring lender, until collected from
the account debtors, at a rate equal to the prime rate plus 2%,
which could increase to a rate equal to the prime rate plus 12%
upon the occurrence of certain events of default. If a purchased
account becomes 90 days past due or is determined to no longer be
an acceptable account, Irvine Sensors is obligated to repurchase
such account from the factoring lender for the amount of the
outstanding advance against such account plus accrued interest and
fees. At September 27, 2009, the factoring lender has advanced
approximately $985,800 to Irvine Sensors.
At September 27, 2009, Irvine Sensors' funded backlog was
$6.3 million. Irvine Sensors said it expects, but cannot
guarantee, that a substantial portion of its funded backlog at
September 27, 2009 will result in revenue recognized in fiscal
2010. In addition, Irvine Sensors' government research and
development contracts typically include unfunded backlog, which is
funded when the previously funded amounts have been expended. As
of September 27, 2009, Irvine Sensors' total backlog, including
unfunded portions, was approximately $7.7 million.
Contracts with government agencies may be suspended or terminated
by the government at any time, subject to certain conditions.
Similar termination provisions are typically included in
agreements with prime contractors. While Irvine Sensors has only
experienced a small number of contract terminations, none of which
were recent, Irvine Sensors cannot assure it will not experience
suspensions or terminations in the future. Any termination, if
material, could cause a disruption of Irvine Sensors' revenue
stream, adversely affect its liquidity and results of operations
and could result in employee layoffs.
Subsequent to September 27, 2009, Irvine Sensors received
approximately $2.0 million of net proceeds from a private
placement of its newly created Series B convertible preferred
stock and warrants to purchase shares of its common stock. Taking
this liquidity infusion into account, Irvine Sensors has developed
an operating plan to manage costs in line with estimated total
revenues for fiscal 2010, including contingencies for cost
reductions if projected revenues are not fully realized. However,
there can be no assurance that anticipated revenues will be
realized or that Irvine Sensors will successfully implement its
plans. Accordingly, it is likely that the Company will need to
raise additional funds in fiscal 2010 to meet its continuing
obligations.
A full-text copy of Irvine Sensors' annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?4cba
About Irvine Sensors
Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.
Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.
* * *
Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008. "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."
IRVINE SENSORS: Registers 484,785 Shares Under Incentive Plan
-------------------------------------------------------------
Irvine Sensors Corporation on December 24 filed with the
Securities and Exchange Commission a Form S-8 Registration
Statement under the Securities Act of 1933. The Registration
Statement on Form S-8 registers the offer and sale of an
additional 484,785 shares of Common Stock of Irvine Sensors for
issuance under the Amended and Restated 2006 Omnibus Incentive
Plan. The Proposed Maximum Aggregate Offering Price is $184,218.
A full-text copy of the Company's Form S-8 filing is available at
no charge at http://ResearchArchives.com/t/s?4cbc
About Irvine Sensors
Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.
Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.
* * *
Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008. "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."
IRVINE SENSORS: Registers 2,555,602 Shares for Resale
-----------------------------------------------------
Irvine Sensors Corporation on December 24 filed with the
Securities and Exchange Commission a Registration Statement on
Form S-3 under the Securities Act of 1933. The prospectus relates
to the public offering, which is not being underwritten, of a
total of 2,555,602 shares of the common stock of Irvine Sensors at
various times by selling stockholders.
On September 30, 2009, Irvine Sensors sold an aggregate of 3,490
preferred stock units to the selling stockholders. Each preferred
stock unit was comprised of one share of Irvine Sensors' Series B
Convertible Preferred Stock, $0.01 par value per share, plus a
five-year warrant to purchase shares of the Company's common
stock.
The prospectus relates solely to the registration of common stock
issuable upon conversion of Series B Stock within the limits set
forth in General Instruction I.B.6(a) of Form S-3. The price at
which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in
negotiated transactions. Irvine Sensors will not receive any of
the proceeds from the sale of the shares offered under the
prospectus.
Irvine Sensors' common stock is quoted on the Nasdaq Capital
Market under the symbol "IRSN." On December 23, 2009, the last
reported sale price for the common stock on the Nasdaq Capital
Market was $0.3527 per share.
A full-text copy of the Company's Form S-3 filing is available at
no charge at http://ResearchArchives.com/t/s?4cbb
About Irvine Sensors
Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.
Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.
* * *
Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008. "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."
ISP CHEMCO: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which ISP Chemco, LLC,
is a borrower traded in the secondary market at 93.17 cents-on-
the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
loan facility, which matures on May 23, 2014. The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
As reported by the Troubled Company Reporter on Aug. 6, 2009,
Moody's revised the ratings outlook to stable from negative and
affirmed the Ba3 ratings on the guaranteed senior secured credit
facilities of ISP Chemco LLC (Ba3 Corporate Family Rating), a
wholly owned subsidiary of International Specialty Holdings LLC.
The change in outlook to stable signals that even after
significant dividends and the effects of the
global downturn Chemco's credit metrics have remained relatively
stable.
The Ba3 ratings reflect the relatively heavy debt burden at Chemco
that has resulted in weak credit metrics along with the historic
dividends going up to the parent. Moody's concern over such event
risk from Chemco's controlling member has served to keep Chemco's
ratings at the lower end of the Ba category. A further concern is
the lack of SEC financials, which has limited the level of
disclosure provided. Chemco's financial statements, while
audited, (with an unqualified opinion from Ernst & Young), provide
less detail than Moody's receive from other issuers with public
filings.
ISP Chemco, LLC, headquartered in Wayne, New Jersey, manufactures
specialty chemicals and industrial chemicals and is part of a
group of companies which is a beneficially owned by Samuel Heyman.
Revenues for the twelve months ending April 5, 2009, were
$1.3 billion.
JAMES FAVINI: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James V. Favini
22238 Road 211
Friant, CA 93626
Bankruptcy Case No.: 09-62623
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: W. Richard Lee
Debtor's Counsel: David R. Jenkins, Esq.
PO Box 1406
Fresno, CA 93716
Tel: (559) 264-5695
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 $5,378,930
and total debts of $3,702,457.
A full-text copy of Mr. Favini's petition, including a list of his
4 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/caeb09-62623.pdf
The petition was signed by Mr. Favini.
JAYHAWK ENERGY: BehlerMick PS Raises Going Concern Doubt
--------------------------------------------------------
BehlerMick PS, in Spokane, Washington, expressed substantial doubt
about JayHawk Energy, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements as of and for the year ended September 30, 2009.
"The Company's accumulated deficit and lack of revenues raise
substantial doubt about its ability to continue as a going
concern."
The Company reported a net loss of $2,277,633 on total gross
revenue of $588,410 for the year ended September 30, 2009,
compared with a net loss of $3,128,342 on total gross revenues of
$1,199,837 for the year ended September 30, 2008.
For the years ended September 30, 2009, and 2008, JayHawk's gross
working interest in the revenues generated from the five North
Dakota oil wells were $479,598 and $1,108,055 respectively. The
steep decline in revenues is attributable to the equivalent
decline between the two periods in the average price received for
a barrel of oil. For the year ending September 30, 2009, the
average price the Company received for a barrel of oil was $46.30.
During the comparable period ending September 30, 2008, the
average price received per barrel was in excess of $100.00.
Revenues derived from gas sales for the years ending September 30,
2009, and 2008, were $108,812 and $91,782. Average monthly prices
received for each thousand cubic feet (mcf) of gas sold during the
period end September 30, 2009, have remained volatile, ranging
from a high of $4.54, received for the sale of December 2008
production, to a low of $2.58 received for the March 2009
production. The average price received for the 12-month period
ending September 30, 2008, was $3.06 per mcf.
Balance Sheet
At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $8,910,325, total liabilities of
$1,571,712, and total stockholders' equity of $7,338,613.
The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $301,709 in total current
assets available to pay $1,430,868 in total current liabilities.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4cd5
About JayHawk Energy
Based in Post Falls, Idaho, JayHawk Energy, Inc. (OTC BB: JYHW) --
http://www.jayhawkenergy.com/-- is a managed risk, oil and gas
exploration/exploitation, development and production company with
activities focused on two major projects in the Cherokee Basin,
Kansas and the Williston Basin, North Dakota. Because of limited
funding, exploration activities were not conducted during the
years ended September 30, 2009, and 2008.
JAYHAWK ENERGY: Closes Second Tranche of Debenture Financing
------------------------------------------------------------
In a regulatory filing Thursday, JahHawk Energy, Inc., disclosed
the closing of the second of four tranches of the Company's
$1.5 million debenture financing.
Proceeds from the second tranche, which closed on December 30,
2009, total $600,000. That brings the total invested, to date, in
this offering to $900,000. The Convertible Debentures provide for
interest to be paid quarterly, at the rate of ten percent (10%)
per annum, and are due two years from the date of this initial
closing.
As previously disclosed, on December 9, 2009, the Company entered
into a Securities Purchase Agreement wherein it agreed to sell and
the investors agreed to purchase up to $1.5 million of Convertible
Debentures. Proceeds from the initial tranche totaling $300,000
was received on that date.
The Debentures are convertible at any time after the original
issue date into a number of shares of the registrant's common
stock, determined by dividing the amount to be converted by a
conversion price of $0.30 per share. In addition to the
Debentures the investors were issued common share purchase
warrants, each having a term of 42 months, expiring June of 2013,
and giving the investors the right to purchase JayHawk's common
shares at an exercise price of $0.45 per share.
According to the Company, proceeds from the second tranche will be
used to further plans to drill the first two wells in JayHawk's
multiwall development program on its Crosby, North Dakota Madison
Formation oil pool. To that end, JayHawk has identified the first
two drilling locations and is in the process of permitting these
sites for drilling shortly after the New Year.
Cynergy Advisors, LLC acted as advisor to JayHawk relative to this
financing. Cynergy provides investment banking services to public
and private energy-focused and energy-related businesses.
Balance Sheet
At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $8,910,325, total liabilities of
$1,571,712, and total stockholders' equity of $7,338,613.
A full-text copy of the Company's annual report for the year ended
September 30, 2009, is available at no charge at:
http://researcharchives.com/t/s?4cd5
Based in Post Falls, Idaho, JayHawk Energy, Inc. (OTC BB: JYHW) --
http://www.jayhawkenergy.com/-- is a managed risk, oil and gas
exploration/exploitation, development and production company with
activities focused on two major projects in the Cherokee Basin,
Kansas and the Williston Basin, North Dakota. Because of limited
funding, exploration activities were not conducted during the
years ended September 30, 2009, and 2008.
KLCG PROPERTY: Gets Interim Nod to Obtain DIP Financing
-------------------------------------------------------
KLCG Property, LLC, et al., sought and obtained authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to obtain postpetition secured financing from
Dougherty Funding LLC.
The DIP Lender has committed to provide up to $897,836 in
principal on an interim basis pending the final hearing on the
Debtors' request to obtain DIP financing, and up $2,800,000 in
principal upon entry of the Final Order.
Michael R. Nestor, Esq., at Young Conaway Stargatt and Taylor, the
attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.
The DIP facility will mature one business day following the final
hearing on the Debtors' request. The Final Order will be entered
no later than January 15, 2010.
The DIP facility will incur interest at 9% per annum. Payments
more than five days after past due will be subject to a later
charge equal to 4.0% of the overdue amount. In the event of
default, obligations will be subject to an 11% per annum default
rate of interest.
The Debtors' obligations under the DIP facility are secured by all
of the Debtors' assets. The Debtors sought to grant the DIP
Lender first priority, valid, priming, perfected and enforceable
liens on the assets, and grant in favor of the DIP Lender
superpriority administrative claim status for all indebtedness
under the DIP Facility.
The Debtors also sought to use cash collateral and in return, the
Debtors proposed to grant, as adequate protection, replacement
liens and superpriority claims.
The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $25,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.
The Debtors covenant with the lenders that by January 8, 2010, the
Debtors and Gurnee Property will enter into an agreement with the
DIP Lender for the sale of substantially all of their assets on
terms and conditions that are acceptable to the DIP Lender. The
Debtors must file with the Court on that date a motion seeking an
order establishing procedures relating to the conducting of an
auction in connection with the 363 sale and permitting the DIP
Lender and the prepetition senior lender to credit bid the amount
outstanding on the DIP Facility and the prepetition senior
obligations as applicable, without condition. By January 15,
2010, the Debtors and Gurnee Property will obtain the Court's
approval establishing the 363 sale procedures. The Debtors and
Gurnee Property will close the sale within 60 days after the
execution of the 363 sale agreement, if there are no qualified
competing bids.
The Debtors are required to pay the DIP Lender a fee of $84,000,
plus an amount equal to all of the DIP Lender's expenses incurred
by the DIP Lender in connection with the negotiations,
preparation, approval, review, execution, and delivery of the DIP
Loan Agreement and other DIP loan documents.
Following the funding of the DIP Facility, each subsequent draw
will be conditioned upon, among other things, (i) compliance,
subject to certain Approved Variances, with an approved 14 week
cash flow budget, and (ii) the absence of a default or event of
default continuing and the accuracy in all material respects of
all representations and warranties set forth in the DIP Loan
Agreement.
Subject to the entry of a Final Order, neither the DIP Lender nor
the Prepetition Senior Lender will have liability to any third
party nor will it be deemed to be in control of the operations of
the Debtors or to be acting as a "controlling person",
"responsible person" or "owner or operator" with respect to the
operation or management of the Debtors, or owe any fiduciary duty
to the Debtors, its creditors or its estate.
A copy of the DIP financing agreement is available for free at:
http://bankrupt.com/misc/KLCG_PROPERTY_dipfinancingpact.pdf
The Court has set the final hearing on January 11, 2010, at
3:00 p.m.
Dougherty Funding LLC is represented by Paul I. Ratelle, Esq., at
Fabyanske, Westra, Hart & Thomson, P.A.
About KLCG Property
Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.
KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418). The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection. Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts. KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.
LAKE AT LAS VEGAS: Wants to Extend DIP Facility Until April 30
--------------------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, et al. ask the U.S.
Bankruptcy Court for the District of Nevada to approve the eighth
amendment to their Credit Suisse AG, Cayman Islands Branch debtor-
in-possession financing facility, extending the maturity date to
April 30, 2010, from December 31, 2009.
The Debtors propose a hearing on DIP financing amendment on
January 5, 2010, at 1:30 p.m.
The purpose of the DIP Facility amendment is to provide sufficient
time for the Debtors to obtain approval of their amended
disclosure statement, solicit acceptances to their amended plan of
reorganization, obtain confirmation of their amended plan of
reorganization, and cause their amended plan of reorganization to
become effective.
Pursuant to the amendment, new milestones will be created,
replacing the old milestones, relating to:
(i) the deadline to file an amended plan of reorganization and
accompanying disclosure statement (which will be January 8,
2010);
(ii) the entry of an order approving the amended disclosure
statement (which will be February 26, 2010);
(iii) the entry and finality of an order confirming the amended
plan of reorganization (which will be April 16, 2010); and
(iv) the occurrence of the effective date under the plan (which
will be April 30, 2010).
On approval of the eighth amendment, the Debtors will not be in
default under the DIP Facility as a result of, inter alia, the
passing of the December 31, 2009, maturity date and the current
milestone dates under the DIP Facility.
The Debtors, the Committee, the DIP Agent and the DIP Lenders are
working to finalize the Debtors' amended Chapter 11 plan of
reorganization and disclosure statement, which the Debtors
anticipate filing before the milestone deadline of January 8,
2010.
Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada. Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.
The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814). When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion. Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel. Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.
LAKEVIEW MINISTRIES: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lakeview Ministries Church of God, Inc.
dba Lakeview Ministries
dba Lakeview Church of God and
Christian Day Care and Academy
97 Cross Street
Rossville, GA 30741
Bankruptcy Case No.: 09-18293
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
Eastern District of Tennessee (Chattanooga)
Judge: John C. Cook
Debtor's Counsel: Brent James, Esq.
Harriss Hartmann Law Firm PC
P.O. Drawer 220
Rossville, GA 30741
Tel: (706) 861-0203
Fax: (706) 861-6838
Email: bkcourts@harrisshartman.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $3,544,300,
and total debts of $1,795,588.
A list of the Company's 14 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb09-18293.pdf
The petition was signed by David R. Hammontree Sr., president of
the Company.
LANDAMERICA FIN'L: Administrative Claims Due January 6
------------------------------------------------------
The Joint Chapter 11 Plan of LandAmerica Financial Group, Inc.,
and its debtor affiliates has been deemed effective as of
December 7, 2009. The LandAmerica Debtors have satisfied the
conditions precedent to the effectiveness of the Plan.
The Debtors filed their voluntary bankruptcy petitions in the
U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, in November 2008. Almost a year after, on
November 23, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Joint Plan of Liquidation, as amended.
The Plan:
-- provides for the creation of liquidating trusts for each
Debtor, which will be charged with the responsibility of
overseeing the liquidation or sale of the Debtors and
certain of their non-debtor subsidiaries. The Trusts will
also be entitled to purse certain legal claims; and
-- includes a release of certain claims, including claims
between LFG and LES, certain recovery and avoidance actions
under the Bankruptcy Code, and certain claims by LES
customers against LFG.
As a result of the Plan being declared effective, LFG's existing
equity interests have been cancelled without consideration as of
the Effective Date and have no value. No shares are being
reserved for future issuance in respect of claims and interests
filed and allowed under the Plan. Therefore, all existing equity
interests, including common stock, of LFG are worthless, and
there is no value to the conversion rights of convertible debt.
"It is not possible to determine the extent of recoveries of
creditors of the Debtors, as these will continue to be dependent
on the completion of the asset recovery and allocation process,
and the determination of the total claims pool, none of which
have been completed at this time," LFG Dissolution Trustee Robb
Evans related in a regulatory filing with the U.S. Securities and
Exchange Commission.
Recovery of any claims by creditors against any of the LFG-
related companies' bankruptcy estates is highly speculative, Mr.
Evans noted. LFG thus urges investors to use extreme caution in
any investment decisions.
Moreover, Mr. Evans stated, as of the Effective Date, and as
contemplated by the Plan, the board of directors of LFG was
eliminated, effective immediately, and the rights, powers and
duties of LFG's board of directors were vested in the LFG
governor, an officer named under the Plan to govern LFG after the
effective date. As a result, each of LFG's directors, John P.
McCann, Robert T. Skunda, Thomas G. Snead, Jr. and Marshall B.
Wishnack, ceased being a director of LFG on the Effective Date.
Subsequently, LFG filed a Form 15 with the SEC on December 11,
2009, to provide notice of the suspension of its reporting
obligation under Section 12(g) of the Securities Exchange Act of
1934, as amended. The Suspension Notice relates to the Company's
Common Stock. Upon the filing of the Form 15, LFG has
immediately ceased filing any further periodic or current reports
under the Exchange Act.
Admin. Claims/Prof. Fee Claims Bar Date
In connection with the occurrence of the Plan Effective Date,
certain dates have also been established including the
Administrative Claims Bar Date, the deadline for filing
Professional Fee Claims and the deadline for filing contract or
lease claims.
Pursuant to the Plan and the Confirmation Order, each holder of
an Administrative Expense Claim, other than the Internal Revenue
Service and the holders of certain other Administrative Expense
Claims referenced in the Plan, must file with the Court and serve
on (i) the Debtors or the Post-Effective Date Entities, as
applicable; (ii) the LandAmerica 1031 Exchange Services, Inc.,
Creditors Committee or the LES Trustee, as applicable; (iii) the
LandAmerica Financial Group Inc. Creditors Committee or the LFG
Trustee, as applicable; and (iv) the Claims Agent, proof of the
Administrative Expense Claim no later than January 6, 2010.
Each Professional Person who holds or asserts a Fee Claim, other
than ordinary course professionals retained by the Debtors
pursuant to an order of the Court, will be required to file with
the Court, and serve on all parties required to receive notice, a
Fee Application within 40 days after the Effective Date.
Accordingly, all Fee Applications must be filed and served so as
to actually be received on or before January 19, 2010.
All proofs of Claim with respect to Claims arising from the
rejection of executory contracts or unexpired leases, to the
extent not subject to an earlier Bar Date set by order of the
Bankruptcy Court, must be filed with the Court or served on Epiq
Bankruptcy Solutions, LLC, on or before January 6, 2010.
Failure to file and serve the proofs of claim and applications
timely and properly will result in the proofs of claim and
applications being forever barred and disallowed.
Contracts Schedule, De Maio Objection
Before the Effective Date occurred, the Debtors filed an amended
contract and lease schedule to the Court and a certain Louis De
Maio filed a post-confirmation objection.
The Debtors submitted an amended Schedule of Assumed Contracts
and Leases/Cure Schedule related to the Plan on December 4, 2009,
a full-text copy of which is available for free at:
http://bankrupt.com/misc/LandAm_ACureAmtSchedule.pdf
Previous versions of the Schedule were filed on November 16,
2009, November 11, 2009, and November 5, 2009.
Also, in a Court filing dated November 27, 2009, a few days after
the Confirmation Order was entered, Louis De Maio asked the Court
to reject the Plan and reject the Debtors' application for relief
under Chapter 11. The Court, however, issued an Inquiry/General
Checksheet on November 30, 2009, informing Mr. De Maio that his
"objection was not received timely as the Debtor's Chapter 11
Plan has been confirmed."
Accordingly, Bruce H. Matson, Trustee of the LFG Liquidation
Trust, sought to strike as untimely Mr. De Maio's request. Mr.
Matson asserted as filed on November 27, 2009, Mr. De Maio is
untimely and consideration is barred by the Confirmation Order
and Section 1141 of the Bankruptcy Code.
Unissued Securities Deregistered
The Debtors, through Post-Effective Amendments and in SEC filings
dated December 4, 2009, further caused to register their
remaining unissued securities covered by their original
Registration Statement. Among the Deregistered Securities are:
1. Securities issuable under the Company's 1991 Stock
Incentive Plan;
2. Securities issuable under the Company's 1992 Stock Option
Plan for Non-Employee Directors;
3. Deferred compensation obligations of the Company valued at
$8,000,000, which were payable with respect to certain
deferred compensation obligations of the Company under the
Company's Executive Voluntary Deferral Plan. The deferred
compensation obligation was registered at SEC on Nov. 15,
2000;
4. Shares of common stock, no par value, of the Company and
1,086,279 rights to purchase Series A Junior Participating
Preferred Stock of the Company issuable under the
Company's 1991 Stock Incentive Plan;
5. Deferred compensation obligations of the Company valued at
$8,000,000, which were payable with respect to certain
deferred compensation obligations of the Company under the
Company's Executive Voluntary Deferral Plan. The deferred
compensation obligation was registered at SEC on Oct. 19,
1999;
6. About 1,500,000 shares of common stock, no par value,
issuable under the Company's 423 Employee Stock Purchase
Plan;
7. About 3,000,000 shares of common stock, no par value, of
the Company and 3,000,000 rights to purchase Series A
Junior Participating Preferred Stock issuable under the
Company's 2000 Stock Incentive Plan;
8. About 600,000 shares of common stock, no par value, of the
Company and Rights to Purchase Series A Junior
Participating Preferred Stock, no par value, attached to
and trading with the common stock, both issuable under the
Company's 2000 Stock Incentive Plan;
9. Deferred compensation obligations of the Company valued at
$9,000,000, which were payable with respect to certain
deferred compensation obligations of the Company under the
Company's Executive Voluntary Deferral Plan;
10. Deferred compensation obligations of the Company valued at
$1,000,000, which were payable with respect to certain
deferred compensation obligations of the Company under the
Company's Outside Directors Deferral Plan; and
11. About 1,600,000 shares of common stock, no par value, of
the Company and 1,600,000 rights to purchase Series A
Junior Participating Preferred Stock of the Company
issuable under the Company's Savings and Stock Ownership
Plan.
About LandAmerica Financial
LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents. LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.
LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel. Zolfo Cooper is the restructuring advisor. Epiq
Bankruptcy Solutions serves as claims and notice agent.
Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.
In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.
On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief. Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009. LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.
Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)
LANDAMERICA FIN'L: OneStop's Disclosure Statement Approved
----------------------------------------------------------
Judge Kevin Huennekens of the United States Bankruptcy Court for
the District of Virginia ruled that the Disclosure Statement
prepared by LandAmerica OneStop, Inc., in accordance with its
recent bankruptcy filing, together with the Original Debtors'
Disclosure Statement, contains "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code on December 18,
2008.
LandAmerica OneStop, Inc., delivered to the Court on November 12,
2009, its own disclosure statement for use in soliciting votes
from its creditors. The OneStop Disclosure Statement includes
certain information and analyses, which are particular to OneStop
and otherwise incorporates the Original Disclosure Statement by
reference. A full-text copy of the OneStop Disclosure Statement
is available for free at http://bankrupt.com/misc/OneStop_DS.pdf
The OneStop Disclosure Statement provides for estimated claim
recoveries for each of these designated classes of claims:
Est. Amount Estimated
Class Designation of Claims/Int. Recovery(%)
----- ----------- -------------- -----------
Class SD 1 Subsidiary Priority $0 N/A
Non-Tax Claims
Class SD 2 Subsidiary Secured $0 N/A
Claims
Class SD 3 Subsidiary General $100,184 20.1%
Unsecured Claims
Class SD 4 Subsidiary Equity N/A 0.0%
Interest
With the approval of the OneStop Disclosure Statement, the Debtor
is authorized to commence distribution of the OneStop
Solicitation Materials to its creditors.
The record date for determining the holders of claims against
OneStop entitled to vote on the Plan is established as
December 17, 2009.
Any OneStop Creditor who seeks to have its Claim allowed for
voting purposes in an amount different from that which is set
forth in the Debtor's Schedules, the Plan, or the OneStop
Disclosure Statement, must file a motion seeking a hearing to
consider the estimation of the Claim by January 19, 2010, at
4:00 p.m. Eastern Time.
All ballots must be properly executed, completed, and delivered
to Epiq Bankruptcy Solutions, LLC, so as to be actually received,
by no later than January 29, 2010, at 4:00 p.m. Eastern Time.
OneStop is further authorized to seek confirmation of the Plan as
to its creditors at a confirmation hearing scheduled for
10:00 a.m. Eastern Time, on February 9, 2010.
About LandAmerica Financial
LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents. LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.
LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel. Zolfo Cooper is the restructuring advisor. Epiq
Bankruptcy Solutions serves as claims and notice agent.
Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.
In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.
On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief. Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009. LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.
Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)
LANDAMERICA FIN'L: OneStop Sec. 341 Meeting Set for Jan. 8
----------------------------------------------------------
Robert B. Van Arsdale, Assistant U.S. Trustee for Region 4, will
convene a meeting of the creditors of Debtor LandAmerica OneStop,
Inc., on January 8, 2010, at 10:00 a.m. Eastern Time, at the
Office of the United States Trustee, at 701 E. Broad Street,
Suite 4300, in Richmond, Virginia.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in OneStop's bankruptcy case.
Attendance by the Debtor's creditors at the meeting is welcome,
but not required. The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.
The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.
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)
LDK SOLAR: Closes Offering of 16,520,000 ADSs at $7.00 per ADS
--------------------------------------------------------------
In a regulatoy 6-K filing dated December 24, 2009, LDK Solar Co.,
Ltd., discloses that on December 23, 2009, it closed a follow-on
offering of 16,520,000 American depositary shares, or ADSs, each
representing one ordinary share, at a price to the public of $7.00
per ADS. The Company received net proceeds of $111,014,400 from
this offering.
LDK Solar expects to use approximately $90.0 million of its net
proceeds to pay down short-term debt and the remaining net
proceeds to fund the poly-silicon production plant and the
expansion of the solar module business, and for general corporate
purposes.
Morgan Stanley and Citi acted as joint bookrunners for the
offering.
About LDK Solar
LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/-- is
a leading manufacturer of multicrystalline solar wafers, which are
the principal raw material used to produce solar cells. LDK Solar
sells multicrystalline wafers globally to manufacturers of
photovoltaic products, including solar cells and solar modules.
In addition, LDK Solar provides wafer processing services to
monocrystalline and multicrystalline solar cell and module
manufacturers. LDK Solar's headquarters and manufacturing
facilities are located in Hi-Tech Industrial Park, Xinyu City,
Jiangxi Province in the People's Republic of China. LDK Solar's
office in the United States is located in Sunnyvale, California.
As of September 30, 2009, the Company had an annualized wafer
production capacity of approximately 1.7 GW.
At September 30, 2009, the Company's consolidated balance sheets
showed $4.013 billion in total assets, $3.417 billion in total
liabilities, and $596.0 million in total equity
Going Concern Doubt
At September 30, 2009, the Company had a working capital deficit
$1.152 billion and an accumulated deficit of $8.5 million. During
the nine-month period ended September 30, 2009, the Company
incurred a net loss of $210.0 million and used $95.2 million of
cash in operations. The Company had cash and cash equivalents of
$67.8 million, most of which are held by subsidiaries in the
People's Republic of China. Most of the Company's short term bank
borrowings and current installments of its long-term debt totaling
$1.104 billion reside with these subsidiaries.
"These factors initially raise substantial doubt as to the Group's
ability to continue as a going concern. However, we believe that
we have developed a liquidity plan that, if executed successfully,
will provide sufficient liquidity to finance our anticipated
working capital and capital expenditure requirements for the next
12 months."
LDK SOLAR: Posts $210 Million Net Loss in Q3 2009
-------------------------------------------------
LDK Solar Co., Ltd., reported a net loss of $210.0 million for the
nine months ended September 30, 2009, compared with net income of
$285.4 million for the nine months ended September 30, 2008.
The swing to a net loss for the nine months ended September 30,
2009, compared to the same period last year was primarily due to
the decrease in net sales and increase in provision for inventory
write-down.
For the nine months ended September 30, 2009, net sales were
approximately $793.4 million, representing a decrease of
$423.4 million from net sales of $1.217 billion for the nine
months ended September 30, 2008. This decrease was primarily due
to the decline in the average selling price of the Company's
solar wafers, partially offset by an increase in processing
volume.
Summary of Net Cash Flows
During the nine months ended September 30, 2009, net cash used in
operating activities was $95.2 million because of an increase in
trade accounts receivable and bills receivable of $154.2 million
as a result of the Company offering a credit period to more
customers instead of requiring prepayment in 2009 in light of
recent changes to industry practice, an increase in pledged bank
deposit by $17.2 million and an increase in prepayments to
suppliers by $9.6 million to secure the Company's future sources
of raw materials.
During the nine months ended September 30, 2008, net cash provided
by operating activities was $353.5 million because of a
$553.5 million increase in advance payments received from the
Company's customers for future sales, which was partially offset
by an increase in inventory by $311.4 million, an increase in
prepayments to suppliers by $148.5 million to secure the Company's
future sources of raw materials, and an increase in pledged bank
deposits by $35.4 million.
During the nine months ended September 30, 2009, net cash used in
investing activities amounted to $661.1 million, mainly as a
result of investments in additional property, plant and equipment
for $598.8 million, purchase of additional land use rights at the
Company's Xinyu Hi-Tech Industrial Park site for $14.5 million and
cash paid for investment in an associate and a jointly-controlled
entity of $74.5 million.
During the nine months ended September 30, 2008, net cash used in
investing activities amounted to $869.5 million, mainly as a
result of purchases of property, plant and equipment for
$743.0 million, purchase of additional land use rights at the
Company's Xinyu Hi-Tech Industry Park site for $67.1 million for
the expansion of the Company's wafer manufacturing capacity and
the construction of the Company's polysilicon plants and the
Company's pledged bank deposits of $57.1 million relating to
purchases of property, plant and equipment.
During the nine months ended September 30, 2009, net cash provided
by financing activities amounted to $566.5 million, mainly as a
result of the net proceeds of $581.7 million from the Company's
net bank borrowings during the period. The Company's aggregate
new loans and borrowings during the nine months ended
September 30, 2009, amounted to $1.783 billion. The Company
repaid an aggregate principal amount of $1.201 billion of the
Company's loans and borrowings during the period.
During the nine months ended September 30, 2008, net cash provided
by financing activities amounted to $778.7 million, mainly as a
result of net proceeds of $905.9 million from the Company's
issuance of ordinary shares and convertible senior notes and net
bank borrowings during the period. Aggregate new loans and
borrowings during the nine months ended September 30, 2008,
amounted to $671.0 million. The Company repaid an aggregate
principal amount of $358.9 million of its loans and borrowings
during the period. The Company prepaid $199.4 million relating to
the Company's prepaid forward contracts in connection with the
offering of the Company's convertible senior notes in April 2008.
Total Debt
The aggregate principal amount of short-term bank borrowings and
current installments of long-term bank borrowing, outstanding as
of September 30, 2009, and December 31, 2008, was $1.104 billion
and $662.2 million, respectively. The aggregate principal amount
of long-term bank borrowings outstanding, excluding current
portions, as of September 30, 2009, and December 31, 2008, was
$298.9 million and $154.3 million, respectively.
Balance Sheet
At September 30, 2009, the Company's consolidated balance sheets
showed $4.013 billion in total assets, $3.417 billion in total
liabilities, and $596.0 million in total equity.
The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1.099 billion in total
current assets available to pay $2.250 billion in total current
liabilities.
A full-text copy of the Company's unaudited condensed consolidated
financial statements as of ande for the nine-month periods ended
September 30, 2009, and 2008, is available at no charge at:
http://researcharchives.com/t/s?4cce
Going Concern Doubt
At September 30, 2009, the Company had a working capital deficit
$1.152 billion and an accumulated deficit of $8.5 million. During
the nine-month period ended September 30, 2009, the Company
incurred a net loss of $210.0 million and used $95.2 million of
cash in operations. The Company had cash and cash equivalents of
$67.8 million, most of which are held by subsidiaries in the
People's Republic of China. Most of the Company's short term bank
borrowings and current installments of its long-term debt totaling
$1.104 billion reside with these subsidiaries.
"These factors initially raise substantial doubt as to the Group's
ability to continue as a going concern. However, we believe that
we have developed a liquidity plan that, if executed successfully,
will provide sufficient liquidity to finance our anticipated
working capital and capital expenditure requirements for the next
12 months."
About LDK Solar
LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/-- is
a leading manufacturer of multicrystalline solar wafers, which are
the principal raw material used to produce solar cells. LDK Solar
sells multicrystalline wafers globally to manufacturers of
photovoltaic products, including solar cells and solar modules.
In addition, LDK Solar provides wafer processing services to
monocrystalline and multicrystalline solar cell and module
manufacturers. LDK Solar's headquarters and manufacturing
facilities are located in Hi-Tech Industrial Park, Xinyu City,
Jiangxi Province in the People's Republic of China. LDK Solar's
office in the United States is located in Sunnyvale, California.
As of September 30, 2009, the Company had an annualized wafer
production capacity of approximately 1.7 GW.
LEHMAN BROTHERS: Creditors' Committee Members Reduced to 5
----------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, filed a
notice in the U.S. Bankruptcy Court for the Southern District of
New York, announcing that Shinsei Bank Limited and Aegon USA
Investment Management are no longer members of the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Lehman Brothers Holdings Inc. and its affiliated debtors.
The Creditors' Committee now consists of:
(1) Wilmington Trust Company, as
Indenture Trustee
520 Madison Avenue, 33d Floor
New York, New York 10022
Attn: James J. McGiniey, Managing Debtor
Phone Number (212) 415-0522
Fax Number (212) 415-0513
(2) The Bank of NY Mellon
101 Barclay - 8 W
New York, New York 10286
Attn: Gerard Facendola, Vice President Corporate Trust
Phone Number (212) 815-5373
(3) Mizuho Corporate Bank, Ltd. as Agent
1251 Avenue of the Americas
New York, New York 10020-1104
Attn: Noel P. Purcell, Senior Vice President
Phone Number (212) 282-3486
Fax Number (212) 282-4490
(4) Metlife
10 Park Avenue, P.O. Box 1902
Morristown, New Jersey 07962-1902
Attn: David Yu, Director
Phone Number (973) 355-4581
Fax Number (973) 355-4230
(5) The Vanguard Group Inc.
P.O. Box 2600, V31
Valley Forge, Pennsylvania 19482
Attn: Stewart Hosansky, Principal/Senior Analyst
Phone Number (800) 523-1036 x13346
Fax Number (610) 407-2875
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Has Protocol to Settle Ordinary Course Claims
--------------------------------------------------------------
Prior to the Petition Date, in the ordinary course of their
business, Lehman Brothers Holdings Inc.'s management team, with
the assistance of in-house and outside counsel, would investigate,
evaluate and attempt to resolve, either through litigation,
arbitration, or mediation, claims or potential causes of action
asserted or held by the Debtors to recover amounts owed to the
Debtors by various parties including, but not limited to, their
employees, customers, vendors, and taxing authorities.
Depending on the specific facts and the risks and costs involved
in engaging in litigation with respect to those claims, the
Debtors, in the exercise of their business judgment, would make
and accept appropriate offers to settle the claims.
During the course of their Chapter 11 cases, the Debtors may
assert various claims for recovery against other parties on
account of Prepetition Ordinary Course Claims for amounts owed to
the Debtors. In many cases, engaging in litigation over claims
will require the Debtors to expend significant funds that would
either outweigh, or significantly diminish, any recovery on those
claims, Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in
New York, contends. When the Debtors, consistent with their
prepetition practices, evaluate the probabilities of success in
challenging or asserting those claims against the potential cost,
they may decide, in the exercise of their reasonable business
judgment, that a compromise and settlement is appropriate, he
adds.
In order to settle the Debtors' Prepetition Ordinary Course
Claims efficiently and economically and, thus, maximize recovery
to their estates and creditors on account of those claims, the
Debtors seek to establish the procedures to settle those claims
in a manner substantially consistent with their prepetition
practices in settling claims and without the need to obtain court
approval of certain settlements on a case-by-case basis.
In negotiating and achieving those settlements, the Debtors would
be guided by several factors, including the likelihood of the
Debtors succeeding in their prosecution of the claims or defense
against counterclaims and the estimated costs they would incur in
litigating or otherwise resolving those claims. The Debtors
believe that the authority requested herein would enable them to
reduce significantly the postpetition costs incurred in resolving
those claims, with corresponding benefits to their estates and
creditors.
The Debtors, by this motion, asks the Court to approve these
settlement procedures:
a. The Debtors may enter into a compromise and settlement of
any and all Prepetition Ordinary Course Claims in the
amount of up to and including $1 million without further
order of the Court or notice to or approval of any
party-in-interest, provided, however, that if the
aggregate of the amount of a Prepetition Ordinary Course
Claim against a third party in a proposed Settlement and
the amount of all Prepetition Ordinary Course Claims
settled against the same third party or any of its
affiliates in the 3-month period preceding the proposed
Settlement exceeds $1 million, the Debtors will either
provide notice to the Creditors' Committee of the proposed
Settlement or submit the proposed Settlement to the
Creditors' Committee as required, respectively, by clauses
(b) and (c), as applicable, of these procedures.
b. For Settlements of Prepetition Ordinary Course Claims that
are greater than $1 million but less than or equal to
$5 million, the Debtors may enter into those Settlements
without further order of the Court or notice to or approval
of any party-in-interest; provided that (x) the Debtors
will provide notice to counsel to the Creditors' Committee
of those Settlements as soon as reasonably practicable, but
in no event later than promptly following the consummation
of those Settlements, and (y) if (i) the proposed
settlement amount to be received by the Debtors in
satisfaction of the Prepetition Ordinary Course Claim is
less than 50% of the asserted amount of the Prepetition
Ordinary Course Claim, or (ii) the Aggregated Claim
Amount exceeds $5 million but is less than or equal to
$25 million, the Debtors will submit the proposed Settlement
to the Creditors' Committee in accordance with clause (c) of
these procedures.
c. For Settlements of Prepetition Ordinary Course Claims (i)
that are greater than $5 million but less than or equal to
$25 million, (ii) that are greater than $1 million but less
than or equal to $25 million and involve a Settlement
Amount that is less than 50% of the asserted amount of the
Prepetition Ordinary Course Claim, or (iii) where the
Aggregated Claim Amount exceeds $5 million but is less than
or equal to $25 million, the Debtors will submit the
proposed Settlement to the Creditors' Committee, together
with (i) the name of the other party to the proposed
Settlement, (ii) a summary of the Prepetition Ordinary
Course Claim, including the Settlement Amount, (iii) an
explanation of why the Settlement of the Prepetition
Ordinary Course Claim is favorable to the Debtors and their
estates, and (iv) a copy of any proposed settlement
agreement. The Creditors' Committee will be required to
submit any objections to a proposed Settlement reflected on
a Prepetition Ordinary Course Claim Settlement Summary on
or before five business days after service of the
Prepetition Ordinary Course Claim Settlement Summary, or
the period of time as otherwise agreed to by the Debtors
and the Creditors' Committee; provided, however, that if
the Creditors' Committee makes a reasonable request for
additional information regarding a proposed Settlement,
its objection period will be suspended until the requested
information has been provided. In the event that the
Creditors' Committee objects to a proposed Settlement set
forth in a Prepetition Ordinary Course Claim Settlement
Summary, the Debtors may (i) seek to renegotiate the
proposed Settlement and may submit to the Creditors'
Committee a revised Prepetition Ordinary Course Claim
Settlement Summary in connection therewith or (ii) file a
motion with the Court requesting approval of the proposed
Settlement under Rule 9019 of the Federal Rules of
Bankruptcy Procedures. If there is no timely objection
made by the Creditors' Committee to a proposed Settlement
set forth in a Prepetition Ordinary Course Claim Settlement
Summary, or if the Debtors receive written approval from
the Creditors' Committee of the proposed Settlement prior
to the objection deadline, then the Debtors may proceed
with the Settlement without further order of the Court or
notice to any party-in-interest.
d. For any Settlement of a Prepetition Ordinary Course Claim
(i) that is greater than $25 million, or (ii) where the
Aggregated Claim Amount exceeds $25 million, the Debtors
will be required to file a motion with the Court requesting
approval of the Settlement under Rule 9019.
e. Beginning 25 days after the end of the first calendar
quarter following approval of these Settlement Procedures,
and quarterly thereafter not later than 25 days after the
end of each subsequent calendar quarter, the Debtors will
file with the Court reports identifying all Settlements
that the Debtors have entered into during the previous
quarterly period in accordance with the Settlement
Procedures. Those reports will set forth (i) the number of
Settlements entered into during the previous quarterly
period, and (ii) the aggregate amount of all Prepetition
Ordinary Course Claims settled during the previous
quarterly period.
f. Under the Settlement Procedures, the Debtors may settle
claims where some or all of the consideration is being
provided by a third party and where the Debtors are
releasing claims against creditors or third parties.
g. With respect to Settlements of Prepetition Ordinary Course
Claims that are the subject of the Employee Claims
Stipulation, the Debtors will give notice of those
Settlements to James W. Giddens, as trustee for the
Securities Investor Protection Act proceedings of Lehman
Brothers, Inc., consistent with the terms of that
Stipulation.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Proposes Protocol for Reconciling 111,000 Claims
-----------------------------------------------------------------
In the interest of expediting the process of reconciling the more
than 65,000 claims filed against the Debtors as well the more
than 46,000 claims scheduled by the Debtors, and reducing the
administrative and financial burden imposed on the Court and the
Debtors' estates, the Debtors seek approval of certain procedures
to: (i) object to Filed Claims and (ii) settle certain claims
without further Court approval.
Claim Objection Procedures
As the Debtors work to prepare their Chapter 11 plans and
continue to analyze their assets and liabilities, each Filed
Claim must be reviewed for possible objections.
The Debtors anticipate that, although they will object to a
number of the Claims on the grounds that those Claims are either
duplicative or have been satisfied, they will also object to many
Claims on additional grounds not set forth in Rule 3007(d) of the
Federal Rules of Bankruptcy Procedures. Thus, the Debtors
believe that objecting to multiple Claims in an omnibus fashion
on grounds other than those set forth in Rule 3007(d) will ease
the administrative burden on the Court and the administrative and
financial burden on the Debtors' estates during the claims
reconciliation process.
Accordingly, the Debtors ask that, in addition to the grounds
enumerated in Rule 3007(d), they, and other parties-in-interest,
be permitted to file a single objection to no more than 500
claims at a time seeking reduction, reclassification and
disallowance of Claims on one or more of the following additional
grounds:
(1) the amount claimed contradicts the Debtors' books and
records;
(2) the Claims were incorrectly classified;
(3) the Claims seek recovery of amounts for which the Debtors
are not liable;
(4) the Claims do not include sufficient documentation to
ascertain the validity of the Claim; and
(5) the Claims are objectionable under Section 502(e)(1) of
the Bankruptcy Code.
The Debtors will comply with Rule 3007 in all other respects,
including that each Omnibus Claims Objection will:
-- state in a conspicuous place that claimants receiving the
objection should locate their names and claims in the
objection;
-- list claimants alphabetically, provide a cross-reference to
claim numbers, and, if appropriate, list claimants by
category of claims;
-- state the grounds of the objection to each Claim and
provide a cross-reference to the pages in the omnibus
objection pertinent to the stated grounds;
-- state in the title the identity of the objector and the
grounds for the objections; and
-- be numbered consecutively with other omnibus objections
filed by the same objector.
In an effort to reduce service costs and enable claimants to more
readily identify an objection to their Claim, the Debtors propose
to serve a notice of the Omnibus Claims Objection, rather than
the entire Omnibus Claims Objection, on each of the claimants
whose claims are the subject of the applicable Omnibus Claims
Objection and, if known, their counsel. The proposed Claim
Objection Notice would be personalized for each claimant and
would include an explanation of the claim objection process, a
description of the basis of the omnibus claim objection,
information regarding the response deadline and hearing date, and
identification of the claim that is the subject of the Omnibus
Claims Objection.
The Debtors ask the Court to establish that responses to the
Debtors' omnibus and specific claim objections will be due 21
calendar days after mailing of the objection or Claim Objection
Notice, unless the date falls on a Saturday, Sunday, or federal
holiday, in which case responses will be due on the subsequent
business day. To avoid confusion, the Claim Objection Notice and
the omnibus and individual claim objections will specify the time
and date that responses are due.
Settlement Procedures
The Debtors anticipate that a large number of objections to the
Claims can be settled for relatively small amounts when compared
with the overall value of the Debtors' estates. Absent the
relief requested in the Motion, the Debtors would be required to
seek specific Court approval for each individual compromise and
settlement of a Claim. The Debtors believe that it would be far
more efficient and cost effective for their estates and creditors
if they were authorized to settle certain Claims under these
terms and conditions:
(a) The Debtors will be authorized to settle any and all
Claims asserted against the Debtors, other than Claims
which may be settled pursuant to the Other Settlement
Procedures Orders, without prior approval of the Court or
any other party-in-interest whenever (a) the aggregate
amount to be allowed for an individual Claim is less than
or equal to $5 million or (b) the difference between the
Settlement Amount compared to (i) the amount listed on
the Proof of Claim or (ii) the amount of the Scheduled
Claim does not exceed $5 million without regard to any
unliquidated amounts asserted by the claimant. However,
if the aggregate of (x) the Settlement Amount and Claim
Difference with respect to a claimant in a proposed
settlement and (y) all Settlement Amounts and Claim
Differences in regards to the same claimant in the
6-month period preceding the proposed settlement, exceeds
the De Minimis Settlement Amounts, the Debtors will
submit the proposed settlement to the Official Committee
of Unsecured Creditors in accordance with clause (ii) of
the Settlement Procedures.
(b) If the Settlement Amount or Claim Difference is not a De
Minimis Settlement Amount but is less than or equal to
$50 million without regard to any unliquidated amounts
asserted by the claimant, or if the aggregate of (x) the
Settlement Amount and Claim Difference with respect to a
claimant in a proposed settlement and (y) all Settlement
Amounts and Claim Differences in regards to the same
claimant in the 6-month period preceding the proposed
settlement, exceeds the De Minimis Settlement Amounts but
is less than or equal to $50 million, the Debtors will
submit the proposed settlement to the Creditors'
Committee, together with (i) the names of the parties
with whom the Debtors have settled, (ii) the relevant
Proofs of Claim numbers, (iii) the types of Claims
asserted by each party, (iv) the amounts for which the
Claims have been settled and (v) copies of any proposed
settlement agreement or other documents supporting the
proposed settlement. Within 5 business days of receiving
the proposed Settlement Summary, or the period of time as
otherwise agreed to by the Debtors and the Creditors'
Committee, the Creditors' Committee may submit an
objection to the proposed settlement reflected in the
Settlement Summary; provided, however, that if the
Creditors' Committee requests additional information
regarding a proposed Settlement, its objection period
will be suspended until the requested information has
been provided. If there is a timely objection made by the
Creditors' Committee, the Debtors may either (a)
renegotiate the settlement and submit a revised
Settlement Summary to the Creditors' Committee if the
revised settlement is not a De Minimis Settlement Amount
or (b) file a motion with the Court seeking approval of
the existing settlement under Rule 9019 on no less than
10 days' notice. If there is no timely objection made by
the Creditors' Committee or if the Debtors receive
written approval from the Creditors' Committee of the
proposed settlement prior to the objection deadline, then
the Debtors may proceed with the settlement.
(c) If the Settlement Amount or Claim Difference is not a
De Minimis Settlement Amount and is greater than
$50 million, or if the aggregate of (x) the Settlement
Amount and claim Difference with respect to a claimant in a
proposed settlement and (y) all Settlement Amounts and
Claim Differences in regards to the same claimant in the
6-month period preceding the proposed settlement exceeds
$50 million, the Debtors will be required to seek the
approval of the Court by way of a motion pursuant to Rule
9019 on no less than 10 business days' notice.
(d) The types of Claims that may be settled pursuant to these
Settlement Procedures include: (i) secured claims; (ii)
administrative expense claims under Section 503(b) of the
Bankruptcy Code; (iii) other priority claims under
Section 507(a); and (iv) general unsecured claims.
(e) On a quarterly basis, beginning 105 days after approval
of these Settlement Procedures, the Debtors will file
with the Court and serve, pursuant to the Debtors' Case
Management Order, a report of all settlements of Claims
into which the Debtors have entered during the previous
quarter pursuant to the Settlement Procedures, but will
not report settlements if they are the subject of a
separate motion pursuant to Rule 9019. Those reports
will set forth the names of the parties with whom the
Debtors have settled, the relevant Proofs of Claim
numbers, the types of Claims asserted by each party, and
the amounts for which the Claims have been settled.
(f) On a monthly basis, beginning 105 days after approval of
these Settlement Procedures, the Debtors will provide to
counsel to the Creditors' Committee a report of all De
Minimis Settlements, which the Debtors have entered
during the previous month pursuant to these Settlement
Procedures. Those reports will set forth the names of
the parties with whom the Debtors have settled, the
relevant Proofs of Claim numbers, the types of Claims
asserted by each party, and the terms and amounts for
which the Claims have been settled.
(g) Under the Settlement Procedures, the Debtors may settle
claims where some or all of the consideration is being
provided by a third party and where the Debtors are
releasing claims against creditors or third parties.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Seeks Approval of Deal With LBB Administrator
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement agreement with the
administrator of Lehman Brothers Bankhaus Aktiengesellschaft.
The agreement was hammered out to settle a dispute between LB
Bankhaus and some of the Lehman units including LBHI, Lehman ALI
Inc. and Lehman Commercial Paper Inc. over the ownership of
certain loans.
Prior to their bankruptcy filing, the Debtors entered into
certain commercial and real estate loan participations with LB
Bankhaus. The participations were either in the so-called "US-
style" or "UK-style."
UK-style participations are typically documented as loans made by
the participant to the lender, with no transfer to the
participant of any property interests in the underlying loans.
US-style participations, on the other hand, are typically
documented as true sales of interests in the underlying loans
that are subject to the participation. When treated as true
sales, the lender has no equitable interest in the participated
portion of such loans and the interest and principal collected by
the lender are transmitted directly to the participant.
A dispute ensued between the Lehman units and the administrator
over whether the participations documented using the US-style
form are, in fact, true sales. If they are not, then where LB
Bankhaus is a participant and one of the Lehman units is a
lender, LB Bankhaus would not hold a property interest in the
underlying loans but rather only an unsecured claim against the
concerned Lehman unit that is acting as lender.
The Debtors' attorney, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the uncertainty over which party
actually owns the loans that are subject to participations
documented using the US-style form hinders the ability of either
the Lehman units or LB Bankhaus' administrator to maximize the
loans' value.
"Until this issue is resolved, neither party is willing to commit
funds or devote the time and resources necessary to maximize
value," Mr. Krasnow points out.
According to Mr. Krasnow, the agreement makes it possible for the
Lehman units to maximize the value of all the loans that underlie
the participations by providing for:
(i) the purchase by the concerned Lehman unit and concurrent
termination of LB Bankhaus' interests in the US-style
participations where that Lehman unit is a lender; and
(ii) the purchase of LB Bankhaus' interest in certain loans
where it is a lender, thus transferring legal and
beneficial ownership of certain loans, whether in the US-
style or UK-style form, to the Lehman units for an
aggregate purchase price -- net of certain cash loan
payments received by the administrator and to be
transferred or credited to the concerned Lehman unit -- a
sample calculation of which results in an aggregate net
payment amount of $1,388,900,000, subject to certain
adjustments at closing.
In the aggregate, the purchase price for the loans and
participations being acquired by the Lehman units is below both
the aggregate outstanding principal balance of the loans, which
is about $3,459,200,000, as well as their aggregate current
"market," which is approximately $2,148,600,000, thus providing
the Debtors with an opportunity for a considerable upside profit
from those assets, according to Mr. Krasnow.
"By resolving the ownership question and bringing most of the
underlying loans into the sole ownership and control of the
Lehman Parties at a discount, the agreement allows the Debtors to
maximize the value of the underlying loans for the benefit of
their estates and creditors," Mr. Krasnow says.
A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/Lehman_DealLBBankhausadmin.pdf
The Court will hold a hearing on January 13, 2010, to consider
approval of the Settlement Agreement. Deadline for filing
objections is January 4, 2010.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Wants Neuberger to Sell $180MM in Securities
-------------------------------------------------------------
Lehman Brothers Holdings, Inc., is the beneficial owner of 56
separate series of asset-backed securities issued by dozens of
trusts that hold pools of residential mortgage loans, commercial
mortgage loans, collateralized loan obligations, and other
obligations originated in, among other places, Australia, Italy,
Korea, Spain and the United Kingdom. The aggregate market value
of the securities is approximately $180 million.
As the market for these securities recovers, LBHI intends to take
advantage of opportunities to monetize the Securities for the
benefit of its creditors, Shai Y. Waisman, Esq., at Weil, Gotshal
& Manges LLP, in New York, tells Judge James Peck of U.S.
Bankruptcy Court for the Southern District of New York.
LBHI has engaged Neuberger Berman Fixed Income LLC, together with
its affiliates to whom investment management duties may be
delegated from time to time, as its investment manager for this
purpose pursuant to an investment management agreement.
Mr. Waisman says Neuberger has the expertise in valuing the
Securities by reviewing the underlying collateral and payment
streams, identifying Securities that are good candidates for sale
at fair value given then existing market conditions, identifying
and negotiating with purchasers for the Securities, and in
otherwise managing the Securities. Neuberger, he adds, will
value the Securities and, from time to time, make sell
recommendations to LBHI with respect to the Securities based on
indicative prices obtained from securities brokers. If LBHI
agrees with a sell recommendation for a particular Security at a
particular price, Neuberger will actively seek buyers through
securities brokers for the Security and will sell the Security on
behalf of LBHI at a price equal or exceeding the approved price.
The sale of the Securities may constitute transactions outside of
the ordinary course of LBHI's business and may require Court
approval pursuant to Section 363(b)(1) of the Bankruptcy Code.
Obtaining Court approval with respect to the sale of each
Security, however, would not only be administratively burdensome,
but LBHI's inability to move quickly to consummate a sale may
also hinder or destroy LBHI's ability to pursue an advantageous
opportunity, Mr. Waisman tells the Court. In order to obtain the
best possible price for the Securities, it will be necessary for
LBHI to agree to individual sale transactions related to the
Securities on short notice, usually within a couple of days, he
asserts.
Accordingly, LBHI seeks, out of an abundance of caution, advance
Court authority to sell the Securities at the prevailing market
prices at the time of each sale.
LBHI will regularly consult with the Official Committee of
Unsecured Creditors. In addition, the Creditors' Committee will
have the ability to review and provide input regarding sales and,
upon the triggering of certain materiality thresholds, the
Creditors' Committee's consent or further order of the Court will
be required for the Debtors' to pursue a sale transaction.
The Creditors' Committee's financial advisors will be permitted
to attend all meetings between the Debtors and Neuberger with
respect to the Securities and receive all periodic reports of the
status of the Securities portfolio prepared by Neuberger for LBHI
pursuant to the Investment Management Agreement.
For individual sale transactions with a proposed minimum sale
price greater than or equal to $4 million and aggregate sale
transactions with a proposed minimum aggregate sale price greater
than or equal to $6 million, LBHI will provide timely notice to
the Creditors' Committee's financial advisors and copies of all
information received from Neuberger with respect to the Threshold
Transactions. If the Creditors' Committee either approves or
fails to respond to a Threshold Transaction within 6 business
hours (between 8:00 a.m. -- 7:00 p.m. (EST)) of the sending of
the notice of a proposed Threshold Transaction, LBHI will be
authorized to direct Neuberger to pursue or consummate the
Threshold Transaction in its sole discretion. If the Creditors'
Committee in good faith asserts a timely objection to a proposed
Threshold Transaction, LBHI may either consult with the
Creditors' Committee to agree upon the proposed or a modified
Threshold Transaction or seek approval of the Court on an
expedited basis.
Because the Securities are foreign investments and principal and
interest payments on the Securities are paid in foreign currency,
LBHI seeks authority to enter into hedging transactions to hedge
against the loss of value from fluctuations in foreign exchange
rates. In connection with the Hedging Transactions, LBHI will be
required to post collateral, cash or property, for the benefit of
the hedging counterparty. The total amount of collateral to be
posted will not exceed $55 million -- approximately 30% of the
value of the Securities portfolio. LBHI also will grant a first
priority lien to the hedging counterparty over such collateral.
To ensure that LBHI is earning maximum interest on any cash
collateral posted for Hedging Transactions, subject to collateral
arrangements with a hedging counterparty, LBHI will direct
Neuberger to make short-term investments of the cash consistent
with the authority granted to the Debtors pursuant to the
Investment Guidelines Order.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Weil Gotshal Charges $45.2 Mil. for June to Sept.
------------------------------------------------------------------
Eighteen professionals retained in the Debtors' bankruptcy cases
seek the U.S. Bankruptcy Court for the Southern District of New
York's interim allowance of their application for payment of fees
and reimbursement of their expenses:
A. Debtors' Professionals:
Professional Period Fees Expenses
------------ ------ -------- --------
Weil, Gotshal & 06/01/09 to $45,282,797 $1,332,433
Manges LLP 09/30/09
Bingham McCutchen LLP 06/01/09 to $2,674,901 $108,636
09/30/09
Bortstein Legal LLC 06/01/09 to $671,275 -
09/30/09
Curtis Mallet-Prevost 06/01/09 to $4,664,248 $188,127
Colt & Mosle LLP 09/30/09
Ernst & Young LLP 06/01/09 to $237,643 $0
09/30/09
Huron Consulting Group 06/01/09 to $1,322,011 $98,894
09/30/09
Jones Day 06/01/09 to $8,787,718 $413,222
09/30/09
Lazard Freres & Co. LLC 07/01/09 to $4,421,000 $3,704
09/30/09
McKenna Long & 06/01/09 to $922,873 $85,072
Aldridge LLP 09/30/09
Pachulski Stang Ziehl 06/01/09 to $432,763 $13,510
& Jones LLP 09/30/09
Simpson Thacher & 06/01/09 to $660,687 $5,083
Bartlett LLP 09/30/09
Windels Marx Lane & 06/01/09 to $719,213 $22,373
Mittendorf LLP 09/30/09
B. Official Committee of Unsecured Creditors' Professionals
Professional Period Fees Expenses
------------ ------ -------- --------
Milbank, Tweed, Hadley 06/01/09 to $10,881,540 $583,803
& McCloy LLP 09/30/09
FTI Consulting Inc. 06/01/09 to $7,684,069 $211,418
09/30/09
Houlihan Lokey Howard 06/01/09 to $1,600,000 $70,239
& Zukin Capital Inc. 09/30/09
Quinn Emanuel Urquhart 06/01/09 to $2,248,453 $144,241
Oliver & Hedges, LLP 09/30/09
C. Chapter 11 Examiner's Professionals
Professional Period Fees Expenses
------------ ------ -------- --------
Jenner & Block LLP 06/01/09 to $16,227,724 $4,129,426
09/30/09
Duff & Phelps LLC 06/01/09 to $15,562,452 $304,367
09/30/09
The Court will hold a hearing on January 13, 2010, to consider
approval of the applications. Deadline for filing objections is
January 6, 2010.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Goldman Sachs Acquires $57 Million in Claims
-------------------------------------------------------------
A Goldman Sachs Group Inc. unit bought about $57 million in claims
against bankrupt Lehman Brothers Holdings Inc. from Japan's
Shinkin Central Bank. The claims consist of yen-denominated bonds
issued by Lehman with fixed and floating rates, which have matured
or come due next year. Shinkin, which acts as the central bank
for Shinkin banks, owned $71.2 million of the bonds before the
sales to Goldman, Sachs & Co.
The Office of the Clerk of the Bankruptcy Court received more than
80 notices of transfer of claims in Lehman Brothers Holdings
Inc.'s Chapter 11 cases from December 8 to 23, 2009:
Claim Claim
Transferors Transferees Number Amount
----------- ----------- ------ ------
Anthracite Related Fondazione Enasarco 13938 $61,794,595
Investments (Cayman)
Avista Corporation SPCP Group LLC 2902 $3,496,640
2901 $3,496,640
Balestra Capital SPCP Group LLC 12594 $1,220,000
Partners L.P. 12595 $1,220,000
Merrill Lynch Banc of America 59515 $8,557,859
International Securities LLC
Bank of America N.A. Stone Lion Portfolio 28431 $3,850,000
Onex Debt Opportunity 28431 $3,850,000
Fund Ltd.
Barclays Bank PLC Knighthead Master 64029 $10,934,819
Fund L.P.
Conduit Capital Andromeda Global 55060 $1,618,475
Markets Ltd. Credit Fund Ltd.
C.V.I G.V.F. (Lux) Good Steward 12026 $21,763
Master Sarl Trading SPC
D.E. Shaw Dihedral D.E. Shaw Composite 21832 $26,354,416
Portfolios LLC Portfolios LLC 21882 $10,728,304
21883 $10,728,304
Denver Public Schools Public Employees' 20886 $523,500
Retirement System Retirement Assn. of 21026 $523,500
Colorado
Drawbridge Global Barclays Bank PLC 46965 $10,223,081
Macro Commodities Ltd.
ECP International S.A. Anthracite Balanced 771 $4,988,295
Company (R-26) Ltd.
eni S.p.A. Goldman Sachs Lending 14293 $19,573,210
Partners LLC 14291 $19,573,210
EnBW Trading GmbH Bank of America NA 28431 $7,971,107
28628 $7,971,107
Everest Capital Asia Goldman Sachs Lending 33268 $2,958,591
Fund L.P. Partners LLC
Everest Capital Goldman Sachs Lending 33269 $8,203,288
Emerging Markets Partners LLC
Fund L.P.
FPCM Inflation-Linked Barclays Bank PLC 26907 $11,700,370
Opportunities Fund Ltd.
Good Steward C.V.I G.V.F. (Lux) 12027 $21,763
Trading SPC Master Sarl 43774 $16,877,418
Inter-American SPCP Group LLC 4818 $1,512,004
Development Bank 4939 $1,512,004
JPMorgan Chase Bank NA OCM Opportunities 13309 $12,587,500
Fund VIIb Delaware 13310 $12,587,500
Oaktree Huntington 13309 $7,552,500
Investment Fund L.P. 13310 $7,552,500
Oaktree Opportunities 13309 $30,210,000
Fund VIII Delaware LP 13310 $30,210,000
Kreditanstalt fuer Deutsche Bank AG 21957 $230,000,000
Wiederaufbau London 21958 $230,000,000
Merrill Lynch Banc of America 59515 $8,557,859
International Securities LLC 45557 $9,466,666
Morgan Stanley & Co. LBBW Asset Management 49766 $2,136,450
International plc Investmentgesellschaft
Nat'l. Rural Utilities Deutsche Bank 16209 $24,670,995
Cooperative Finance AG London 16210 $24,670,995
Nomura Capital Markets Nomura Int'l. plc 62758 $1,076,735
Nomura Int'l. plc The Seaport Group LLC 62758 $1,076,735
Profit Sharing Plan
ONEOK Energy Services SPCP Group LLC 7485 $16,018,913
Company LP 7484 $16,018,913
Perry Partners Barclays Bank PLC 55217 $24,708,439
International Inc.
Perry Partners L.P. Barclays Bank PLC 55218 $8,057,866
Shinkin Central Bank Barclays Bank PLC 42201 $14,289,836
SR Latigo Master Swiss Re Financial 40684 $13,538
MA Ltd. Products Corp. 40685 $13,538
SR GGI Master MA Ltd. Swiss Re Financial 21309 $49,524
Products Corp. 21307 $52,004
21308 $63,571
The Iyo Bank Ltd. Merrill Lynch 45557 $33,232,250
International
The Royal Bank of King Street Capital 59561 N/A
Scotland plc Master Fund Ltd.
King Street Capital 59561 N/A
Tiffany & Co. SPCP Group LLC 19551 $9,717,258
TRG Local Currency JPMorgan Chase 27691 $3,109,961
Opportunity Bank N.A. 27690 $3,109,961
Master Fund
UBS AG SPCP Group LLC 15329 $459,805,749
15325 $459,805,749
VR-LIW GmbH Morgan Stanley & Co. 55174 $4,365,070
International plc
Western Asset UK GBP Morgan Stanley & Co. 58924 $268,500
Credit Plus Bond Fund International plc
Bunge SA Longacre Master Fund 4627 $5,310,157
II L.P. 10130 $5,310,157
34902 $5,310,157
4628 $5,310,157
10129 $5,310,157
34903 $5,310,157
FCDB LBU LLC Morgan Stanley & Co. 62931 $2,685,400
International plc 62931 $1,403,195
62931 $4,361,435
62931 $611,292
62931 $1,603,540
62931 $898,420
62931 $71,590
62931 $215,238
Morgan Stanley & Co. 62931 $2,879,427
Incorporated
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: U.K. Payout Contract Declared Effective Dec. 29
----------------------------------------------------------------
Lehman Brothers Holdings Inc.'s U.K. unit, which is being run by
PricewaterhouseCoopers LLP, as administrator, can return about $11
billion of assets after more than 90% of creditors agreed to a
contract governing the payout.
On Nov. 24, 2009, Lehman Brothers International (Europe) announced
the offer to certain of its clients and counterparties to enter
into the Claim Resolution Agreement. LBIE has received valid
acceptances of the Offer in relation to not less than 90% of the
Acceptance Value of the Acceptance Threshold Claims in aggregate.
The Acceptance Condition was therefore satisfied and the Offer was
declared unconditional as to acceptances on December 29, 2009.
PwC will begin making payments after March 19, the deadline for
making claims on assets held in trust by Lehman.
The U.K. case is In the matter of Lehman Brothers International
Europe, 7942/08, High Court of Justice, Chancery Division.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LOB LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: LOB, LLC
17 Beacon Hill Lane
Greenwood Village, CO 80111-5244
Bankruptcy Case No.: 09-37634
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: A. Bruce Campbell
Debtor's Counsel: Jeffrey Weinman, Esq.
730 17th St., Ste. 240
Denver, CO 80202
Tel: (303) 572-1010
Email: jweinman@epitrustee.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 $4,110,500,
and total debts of $2,504,800.
A list of the Company's 14 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb09-30832.pdf
The petition was signed by Michael Blumenthal.
LOEWEN GROUP: S.D. Fla. Says Bar Date Notice Was Inadequate
-----------------------------------------------------------
WestLaw reports that a Chapter 11 debtor knew enough about the
record-keeping problems and lost burials at a cemetery that it
owned, or, at the least, about the difficulties which it was
experiencing in locating gravesites at the cemetery, to reasonably
expect future problems and future claims from the family members
of persons whose remains were buried at the cemetery. Therefore,
the debtor had a due process obligation to craft a notice of the
claims bar date in its bankruptcy case that was reasonably
calculated, under all of the circumstances, to apprise such family
members of the pendency of the case and an opportunity to file
claims. This required the inclusion of the debtor's name and the
name of the cemetery itself in the published notice, in accordance
with the governing bankruptcy rules. Alderwoods Group, Inc. v.
Garcia, --- B.R. ----, 2009 WL 4263347, 52 Bankr. Ct. Dec. 132
(Bankr. S.D. Fla.).
The Loewen Group International Inc. nka Alderwoods Group Inc. is
North America's No. 2 funeral service company. Alderwoods Group
owns or operates about 750 funeral homes and some 170 cemeteries
in the US and Canada. The firm's funeral services include casket
sales, remains collection, death registration, embalming,
transportation, and the use of funeral home facilities. Loewen
filed for Chapter 11 protection in the United States and
CCAA protection in Canada on June 1, 1999, after failing
to make debt payments after its aggressive acquisition phase.
Loewen became Alderwoods Group when it emerged from bankruptcy on
January 2, 2002.
LUIS RIOS: Lien Perfection Didn't Violate Automatic Stay
--------------------------------------------------------
WestLaw reports that absent the debtors' Chapter 11 filing, a
creditor asserting security interests in three of the debtors'
real properties could have perfected its interests therein as
against an entity acquiring rights in the property before the date
of the creditor's perfection pursuant to the relation back
provision of Puerto Rico's mortgage law, since any other liens or
encumbrances presented or registered with a date preceding the
debtors' petition filing but subsequent to the date on which the
creditor's mortgage liens were presented for recordation would not
take precedence over the creditor's mortgage liens. Therefore,
the creditor met the requirements of the bankruptcy statute
subjecting avoidance powers to generally applicable laws
permitting a creditor's perfection of an interest in property to
be effective against previously acquired rights in the property,
as required for the creditor to qualify for the exception to the
automatic stay for acts to perfect an interest in property. In re
Rios, --- B.R. ----, 2009 WL 4572792 (Bankr. D. P.R.).
Luis A. Soto Rios and Brenda Tosado Arbelo, dba Ferrerteros Soto,
sought Chapter 11 protection (Bankr. D. P.R. Case No. 08-01890) on
March 29, 2008, are represented by Andres Garcia Arregui, Esq., at
Garcia Arregui & Fullana in San Juan, and disclosed $2,929,650 in
assets and debts of $2,894,962 at the time of the filing.
LYONDELL CHEMICAL: Amends Plan as LBO Lenders Settlement Reached
----------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates presented to
the United States Bankruptcy Court for the Southern District of
New York a Second Amended Joint Chapter 11 Plan of Reorganization
and accompanying Disclosure Statement on December 23, 2009.
Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that pursuant to the implementation of the
Second Amended Plan, LyondellBasell Industries N.V. or "New
Topco" will become the parent company of the Reorganized Debtors
and the Debtors who are issuers, obligors, borrowers, or
guarantors under:
(i) a December 20, 2007 Senior Secured Credit Agreement among
Debtors LyondellBasell Industries AF S.C.A., Lyondell
Chemical and other Debtor and non-Debtor borrowers;
Deutsche Bank Trust Company Americas as primary and
European administrative agent and certain lenders;
(ii) a December 20, 2007 Bridge Loan Agreement among
Debtor LyondellBasell Finance Company; certain of the
Debtors; Merrill Lynch Capital Corporation as
administrative agent; Citibank N.A. as collateral agent;
and lenders; and
(iii) a 2015 Notes Indenture dated August 30, 2005, among LBI;
Wilmington Trust Co. as trustee; ABN Amro Bank N.V. as
security agent and AIB/BNY Fund Management as Irish paying
agent,
but are not Schedule III Debtors. A list of the Obligor Debtors
is available for free at:
http://bankrupt.com/misc/Lyondell_ObligorDebtors.pdf
A list of Schedule III Debtors is available for free at:
http://bankrupt.com/misc/Lyondell_SchedIIIDebtors.pdf
On or before the effective date of the Plan, reorganized Lyondell
Chemical will enter into an Exit Facility. The terms and
conditions of the Exit Facility will be set forth in a plan
supplement to be submitted to the Court.
Moreover, in full satisfaction, and release of their Claims
against Obligor Non-Debtors, and pursuant to distributions in
connection with Global Restructuring transactions pursuant to the
Second Amended Plan, holders of Senior Secured Facility Claims
will receive 100% of the Class A Shares allocable to the value of
LBI and non-Debtor LyondellBasell Industries Holdings B.V. and
any of their direct and indirect subsidiaries, subject to
dilution on account of the Equity Compensation Plan and the New
Warrants. However, nothing in the Second Amended Plan will
reduce the number of Class A Shares to be distributed to holders
of Claims in Class 5.
A list of the Obligor Non-Debtors is available for free at:
http://bankrupt.com/misc/Lyondell_ObligorNonDebtors.pdf
On or prior to the Effective Date, LBI will transfer its Claims
against Obligor Non-Debtors Basell Funding Company B.V. and LBIH
to the holders of Senior Secured Claims. The holders of Senior
Secured Claims will transfer their claims against the Obligor
Non-Debtors and Basell Germany to LBHBV in exchange for all of
the outstanding stock of LyondellBasell Holdings B.V., a newly
created, wholly-owned subsidiary of New Topco.
The holders of Senior Secured Claims will transfer all of the
stock of LBHBV to New Topco in exchange for Class A Shares and
any other consideration they are to receive under the Plan other
than Subscription Rights. The security agent under a December
20, 2007 Intercreditor Agreement among LBI, the Obligor Debtors;
Deutsche bank as senior agent, Citibank, N.A., as security and
ABL agent; Merrill Lynch Capital Corporation, as interim facility
agent; The Bank of New York as trustee for ARCO Chemical Company
and Equistar Chemicals, LP; and certain lenders, will sell the
stock of LBIH to LBHBV for EUR10 in Cash. The vote of the Senior
Secured Lenders on the Second Amended Plan will be deemed to be a
direction to the security agent to make a sale. All guarantee
claims and liens against Obligor Non-Debtors under the 2015 Notes
Indenture and the Bridge Loan Agreement will be released, Mr.
Palmer notes.
Moreover, all Intercompany Claims by a Schedule III Debtor
against another Schedule III Debtor will remain in place after
the Effective Date; provided that (i) Millennium America Inc.
will contribute its prepetition net receivables from MHC Inc. to
Millennium Holdings LLC, and (ii) Millennium Holdings LLC will
contribute its prepetition net receivables from MHC Inc. to MHC
Inc. All prepetition and postpetition Intercompany Claims and
Administrative Expenses by Schedule III Debtors against
Reorganized Debtors and Non-Debtor affiliates, and for the
benefit of Reorganized Debtors and Non-Debtor Affiliates against
Schedule III Debtors as of the Effective Date will be discharged
or waived. However, the Intercompany Claim of KIC Ltd. against
Millennium US Op Co., LLC will be afforded the same treatment as
General Unsecured Claims against MPCO.
On or after the Effective Date, the Debtors or the Reorganized
Debtors, as applicable, on their own behalf and on behalf of the
holders of Allowed Class 7-A Claims, holders of Allowed General
Unsecured Claims against Millennium Chemicals Inc., Millennium
Specialty Chemicals, Inc., Millennium Petrochemicals, Inc., and
Millennium America, Inc., and holders of Allowed Class 8 Claims if
Class 8 votes to accept the Plan, if any, will execute a
Litigation Trust Agreement to establish a Litigation Trust in
accordance with the Second Amended Plan.
Modified Claims Treatment
As required by Lender Litigation Settlement among the Ad Hoc Group
of lenders under the Senior Secured Credit Agreement, lenders
under the Bridge Loan Agreement, and the Debtors, on the Effective
Date, holders of Class 3 DIP Roll-Up Claims will assign to the
Debtors all of their rights and remedies under the Intercreditor
Agreement with respect to the holders of 8.375% senior notes due
2015 in the principal amounts of $615 million and EUR500 million.
On the Effective Date, the 3% exit fee under the DIP Term Loan
Agreement will also be paid to the DIP Roll Up Lenders.
Furthermore, Class 4 Senior Secured Claims will receive:
(i) pro rata share of 100% of Class A Shares based on valuation
shares;
(ii) right to purchase that holder's Rights Offering Pro Rata
Share of Class B Shares; and
(iii) an Allowed Claim in Class 7-C up to $9.5 billion against
Millennium Petrochemicals, Inc. and Millennium Specialty
Chemicals Inc.
Moreover, holders of Class 5 Bridge Loan Claims will each have an
allowed claim in Class 7-C against MPI and MSC; pro rata share of
[___] Class A Shares; and pro rata share of New Warrants. Holders
of Class 5 Bridge Loan Claims will waive all Deficiency Claims
they may have against the Obligor Debtors. As required by the
Lender Litigation Settlement, on the Effective Date, the Bridge
Loan Lenders will assign to the Debtors all of their rights and
remedies under the Intercreditor Agreement with respect to the
holders of the 2015 Notes.
Each holder of a Class 7-C Allowed General Unsecured Claim
against an MCI Subsidiary will receive, in full and complete
satisfaction of that claim, a contractual right under the Second
Amended Plan from the applicable MCI Subsidiary entitling the
holder to a potential payment up to the amount of that holder's
Allowed Claims against the MCI Subsidiary on the Effective Date.
However, to the extent holders of Claims in Class 4 or Class 5
are granted a Claim in Class 7-C by virtue of the Second Amended
Plan for every $1 of distribution distributed on account of the
aggregate amount of Claims held by the Senior Secured Lenders and
the Bridge Loan Lenders in Class 7-C, the Senior Secured Lenders
will receive 100% of the distribution and the Bridge Loan Lenders
will receive 0% of that distribution. Similarly, holders of
General Unsecured Claims against MCI, MSC, MPI and Millennium
America, Inc. other than Senior Secured Lenders and Bridge
Lenders, will also be entitled to share in recoveries as holders
in Class 7-A.
With respect to holders of Class 8 2015 Notes Claims, if (i)
Class 8 votes to accept the Plan, (ii) Wilmington Trust has not
objected to the Lender Litigation Settlement, (iii) Wilmington
Trust has not objected to confirmation of the Second Amended
Plan, and (iv) the adversary proceeding commenced by Lyondell
Chemical Company against Wilmington Trust is dismissed with
prejudice, the Debtors, as assignees as of the Effective Date of
the rights and remedies of the Senior Secured Lenders and Bridge
Loan Lenders under the Intercreditor Agreement, will waive the
contractual subordination and turnover provisions of the
Intercreditor Agreement so that the holders of Allowed 2015 Notes
Claims will receive on the Effective Date, and subject to
dismissal with prejudice of the 2015 Adversary Proceeding, in
full satisfaction of and in exchange for that Allowed Claim,
their Pro Rata Share as holders of Class 7-A Claims.
However, if (i) Class 8 rejects the Plan, or (ii) Wilmington
Trust objects to the Lender Litigation Settlement, (iii)
Wilmington Trust objects to confirmation of the Second Amended
Plan, or (iv) the 2015 Note Adversary Proceeding is not dismissed
with prejudice, holders of Allowed 2015 Notes Claims will not
receive any distribution under the Second Amended Plan by reason
of enforcement by the Debtors of the subordination and turnover
provisions of the Intercreditor Agreement and the recovery of the
holders of 2015 Notes Claims as holders of Claims in Class 7-A
will be deemed turned over to the Reorganized Debtors.
Modification of the Plan
Mr. Palmer explains that if any impaired Class of Claims that is
entitled to vote will not accept the Second Amended Plan by the
requisite statutory majorities provided in Section 1126(c) of the
Bankruptcy Code, the Debtors reserve the right to amend the
Second Amended Plan, in consultation with (i) the Ad Hoc Group,
(ii) arrangers holding at least 50.1% in principal amount of the
outstanding loans held by all arrangers, in the aggregate, under
the Bridge Loan Agreement, (iii) arrangers under the Senior
Secured Credit Agreement and Bridge Loan Agreement, and (iv)
LeverageSource LLC, an affiliate of Apollo Management VII, L.P.,
AI LBI Investment LLC, an affiliate of Access Industries, and
Ares Corporate Opportunities Fund III, L.P. as Rights Offering
Sponsors under an Equity Commitment Agreement or undertake to
have the Bankruptcy Court confirm the Plan under Section 1129(b)
of the Bankruptcy Code.
Moreover, the Debtors reserve the right, in consultation with the
Ad Hoc Group and Rights Offering Sponsors, and in all events in
accordance with the Bankruptcy Code and the Bankruptcy Rules, to
amend or modify the Plan, in accordance with Section 1127(a) of
the Bankruptcy Code at any time subsequent to the commencement of
solicitation of votes on the Plan and prior to the entry of the
Confirmation Order. However, in the case of a material
amendment, the Debtors must receive the consent of the Rights
Offering Sponsors as set forth in the Equity Commitment
Agreement, the Majority Arrangers, the Arrangers and the Ad Hoc
Group.
After the entry of the Confirmation Order, the Debtors may, upon
order of the Bankruptcy Court, amend or modify the Second Amended
Plan pursuant to Section 1127(b), or remedy any defect or
omission or reconcile any inconsistency in the Plan in a manner
necessary to carry out the purpose and intent of the Plan.
However, in the case of a material amendment, the Debtors must
receive the consent of Rights Offering Sponsors pursuant to the
Equity Commitment Agreement, the Majority Arrangers, the
Arrangers and the Ad Hoc Group. A holder of an Allowed Claim
that has accepted the Second Amended Plan will be deemed to have
accepted the Plan as modified if the proposed modification does
not alter the treatment of the Claim of that holder.
Notwithstanding anything to the contrary in the Plan or
Disclosure Statement, if the Equity Commitment Agreement is
terminated, the Debtors reserve the right to amend or withdraw
the Plan without having to comply with any consultation or
consent rights contained in the Plan, and all other parties
reserve any rights they may have in connection with any of that
amendment or withdrawal.
Conditions to Occurrence of the
Effective Date of the Plan
The conditions precedent to the occurrence of the Effective Date
of the Second Amended Plan are:
(1) The Bankruptcy Court will have entered the Confirmation
Order, in form and substance reasonably satisfactory to the
(1) the Ad Hoc Group, (2) the Majority Arrangers, (3) the
Arrangers and (4) the Rights Offering Sponsors, which will
approve the Second Amended Plan on substantially the same
terms and conditions set forth provided, however, that the
satisfaction of the stated parties will not be required to
the extent that any modification to the proposed form of
Confirmation Order is determined by the Bankruptcy Court to
be required by applicable law;
(2) The Second Amended Plan approved by the Bankruptcy Court
pursuant to the Confirmation Order will be in form and
substance reasonably satisfactory to each of the (1) Debtors
and the Ad Hoc Group, (2) the Ad Hoc Group, (3) the Rights
Offering Sponsors, (4) the Majority Arrangers and (5) the
Arrangers, provided, however, that the satisfaction of the
stated parties will not be required to the extent that any
modification to the Plan is determined by the Bankruptcy
Court to be required by applicable law;
(3) No stay of the Confirmation Order will be in effect at the
time the other conditions set forth in the Plan are
satisfied or waived;
(4) All documents, instruments and agreements provided for
under, or necessary to implement, the Second Amended Plan
will have been executed and delivered by the parties, in
form and substance satisfactory to each of the Debtors,
unless the execution or delivery has been waived by the
parties benefited and all documents, Instruments and
agreements will be effective on the Effective Date;
(5) All of the payments to be made by the Debtors by or on the
Effective Date will have been made or will be made on the
Effective Date;
(6) The Debtors or the Reorganized Debtors, as applicable, will
have entered into an Exit Facility providing for $[____] of
financing, and all conditions precedent to funding under the
Exit Facility will have been satisfied or waived;
(7) The Debtors will have raised $2.8 billion in cash pursuant
to the Rights Offering and the purchase of 23,562,677
Backstop Consideration Shares by the Rights Offering
Sponsors;
(8) The Debtors or the Reorganized Debtors, as applicable, will
have obtained all governmental and other regulatory
approvals or rulings that may be necessary for
consummation of the Plan or that is required by law,
regulation or order;
(9) The Debtors will have sold the appropriate amount of Class B
Shares to the Rights Offering Sponsors in accordance with
the Equity Commitment Agreement, and will have paid the fees
and expenses incurred by counsel and other professionals to
the Rights Offering Sponsors, in full in Cash, without the
need for any of the members of the Ad Hoc Group or the
Rights Offering Sponsors to file retention applications or
fee applications with the Bankruptcy Court unless required
by order of the Bankruptcy Court; and
(10) The Lender Litigation Settlement will have been approved by
a final order of the Bankruptcy Court, in form and substance
reasonably satisfactory to the Debtors, the Ad Hoc Group and
the Bridge Loan Arrangers.
The Debtors, with the consent of (1) the Ad Hoc Group, (2) the
Rights Offering Sponsors, (3) the Majority Arrangers, and (4) the
Bridge Loan Arrangers, and to the extent not prohibited by
applicable law, may waive one or more of the Conditions
Precedent.
A full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/Lyondell_SecondAmPlan.pdf
A full-text copy of the Second Amended Disclosure Statement is
available for free at:
http://bankrupt.com/misc/Lyondell_SecondAmDS.pdf
A blacklined version of the Second Amended Disclosure Statement
is available for free at:
http://bankrupt.com/misc/Lyondell_2ndAmDS_blacklined.pdf
* * *
Bankruptcy Judge Robert Gerber of the United States Bankruptcy
Court for the Southern District of New York deferred the hearing
to consider adequacy of the Disclosure Statement accompanying the
Joint Plan of Reorganization filed by Lyondell Chemical Company
and its debtor affiliates to February 8, 2010. Objections to the
Disclosure Statement are due January 27, 2010.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Examiner Sends Report; Panel Wants More Work
---------------------------------------------------------------
Jack F. Williams, the appointed Examiner in Lyondell Chemical
Co.'s Chapter 11 cases, filed a Report on November 30, 2009, which
was filed under seal on December 1, 2009.
The Examiner's Report was made available in the Court's public
dockets on December 22, 2009.
The Examiner's investigation focused on three issues:
(1) on the Debtors' selection of a group to serve as the
backstop and sponsor of an equity rights offering that,
among others, will fund the reorganization of the Debtors;
(2) on the decision-making process regarding an extension or
replacement of the DIP Financing; and
(3) on the decision to include a litigation reserve in the
Debtors' proposed Plan of Reorganization, as amended, as an
attempt by the Debtors to accommodate both the best
interests of the reorganized Debtors to emerge promptly from
Chapter 11 to preserve value and the best interest of their
estates in resolving any intercreditor dispute over
ownership of the equity in the two reorganized Debtors.
The Examiner said that the Debtors' present governance structure
is sound in theory, but thinly attended in practice. As
constructed, there is a seven-member Supervisory Board that
serves as the overall authority for traditional board matters.
Of these seven members, three members are considered independent.
Notwithstanding the careful balance among interested and
independent board members and the assignment of various tasks to
the restructuring and litigation committees of the Supervisory
Board, so long as Access Industries, Inc., Ares Management, L.P.,
and Apollo Management, L.P., are participating in the rights
offering bid process, the determination of who will serve as the
sponsor of the rights offering is a decision that will be made by
a board of one -- Stephen Cooper, vice chairman of Supervisory
Board and chairman of the Restructuring Committee of the
Supervisory Board, he disclosed.
The Examiner pointed out that the present structure may make
conflicting demands on Mr. Cooper as he navigates the Debtors'
reorganization both as a fiduciary to the reorganizing Debtors
and a fiduciary to the bankruptcy estates. Thus, the Examiner
stated that during the course of his investigation, he has not
uncovered any facts or circumstances that suggest that Mr. Cooper
is not meaningfully informed, is no longer disinterested, or is
not acting in good faith. However, as the plan process and the
action initiated by the Official Committee of Unsecured Creditors
against the Debtors' prepetition lenders and officers progress,
the Examiner opined that it will become more difficult for Mr.
Cooper to operate as a Board of one consistent with his fiduciary
duties, even with the very experienced internal and external
advisors upon whom he relies.
The Examiner, thus, presented his significant observations
regarding the directors and management of the Debtors:
(1) Directors and management have been thoroughly instructed by
Cadwalader Wickersham & Taft LLP on their fiduciary duties
in and out of bankruptcy.
(2) Directors and management are aware of those fiduciary duties
as they manifest themselves through various issues and
decisions.
(3) Directors and management are attempting to keep themselves
meaningfully informed by the consultation with both internal
experts and external experts. Internally, these experts
include Mr. Cooper, Jim Gallogly as Chief Executive Officer,
Kevin McShea as Chief Restructuring Officer and C. Kent
Potter as Chief Financial Officer. Externally, these
experts include Cadwalader Wickersham, Evercore Group
L.L.C., AlixPartners, LLP and the newly retained Litigation
Committee legal counsel and financial advisory experts.
(4) Directors and management have created and implemented
various protocols and practices regarding the walling off of
Access-related directors from rights sponsorship information
and issues from the inception of the bidding process.
(5) Directors and management have created and implemented
various protocols and practices regarding the walling off of
all directors that are defendants in the Committee Action
from information and issues regarding that litigation from
the inception of the Committee Action.
With respect to the Equity Rights Sponsor process, the Examiner
said that the Debtors' directors and management, as well as their
outside advisors, ran a process that is consistent with that
commonly undertaken in bankruptcy cases. While the winning
Equity Rights Sponsor bid came from a consortium of Access,
Apollo, and Ares and was superior in terms of pricing, guarantee
and structure, the Examiner believes that the Debtors and their
advisors also considered the impact the Apollo, Access, and Ares
would have on the confirmability of a Plan and the settlement of
the Committee Action in making a business decision to select the
winning bid. However, he said that these issues are not within
the scope of his investigation. He further disclosed that he has
not witnessed any undue conflicts of interest, undue pressure, or
bad faith in the process of selecting an equity sponsor.
As to the decision-making process regarding an extension or
replacement of the DIP Financing, the Examiner said that he has
found no evidence that the DIP Lenders or any members of the Ad
Hoc Group of Senior Secured Lenders have applied undue pressure
on the Debtors, their management, or their directors to not
extend the DIP Facility beyond the current maturity date, or that
any party-in-interest has used the DIP Facility negotiations to
further their agenda as an equity rights backstop sponsor. This
conclusion is supported by the proposed DIP extension, which was
requested by the Debtors on October 14, 2009, he pointed out.
Moreover, he said that he has been unable to find any evidence to
support the assertion that the Debtors' process in deciding
whether to refinance the DIP Facility was influenced by anything
other than an interest to eliminate the burdensome costs of the
bankruptcy. While the DIP Facility timeline and milestones are
aggressive in a case of this magnitude, the process underlying
that decision does not appear flawed, the Examiner further said.
He added that he has not uncovered any facts that would suggest
that the directors or management were acting in bad
faith in considering any extension or replacement of the DIP
Facility.
As to the Plan Litigation Reserve issue, the Examiner said that
it would not be proper for him to join the speculative argument
of whether or not the Debtors were planning to issue a revised
plan, and whether or not they were preparing to eliminate the
Plan Litigation Reserve provision. Thus, he stated that the
Court may wish for a further examination into the reasoning and
motivation behind the elimination of this provision were the
Debtors to release of an amended plan. However, since Ares and
Apollo have stated that they will not agree to a significant
litigation reserve pending resolution of the Committee Action in
any plan of reorganization, it is unclear what the final form a
litigation reserve will be, if any, he added.
Although the investigation has been completed as directed by the
Court, the Examiner recommended several additional investigatory
and monitoring tasks that may be beneficial to the Debtors'
bankruptcy cases:
* The Court may order the Examiner to monitor and ensure the
continuation of a reasonable decision-making process with
attributes of fairness, openness, and transparency in the
selection of any Equity Rights Sponsor or alternative sales
process or general plan process and to ensure that the
Committee and any other designated parties-in-interest are
kept meaningfully informed by the Debtors.
* The Court may order the Examiner to investigate the payment of
adequate protection payments to certain members of the secured
creditors in light of the values of the Debtors in their
bankruptcy cases and the role those payments have played in
the Debtors' bankruptcy cases.
* The Court may order the Examiner to monitor the Supervisory
Board interaction with the Restructuring Committee and the
Litigation Committee, especially those areas where only one
director is eligible to participate.
* The Court may order the Examiner to evaluate the Debtors'
assessment of the litigation risk in the Committee Action and
the confirmability risk in any proposed plan that does not
contain Ares, Apollo and Access as the equity rights sponsor.
A full-text copy of the Examiner's Report dated November 30,
2009, is available for free at:
http://bankrupt.com/misc/Lyondell_ExaminerReport.pdf
Committee Seeks to Expand
Examiner Duties
The Committee asserts that cause exists to expand the scope of
the Examiner's investigation and duties in the Debtors' Chapter
11 cases to:
(i) ensure fair treatment of investment proposals of strategic
investors as Reliance Industries Ltd. interested in
acquiring or investing in the Debtors; and
(ii) investigate the facts and circumstances surrounding the
entry of the DIP Financing Order approving the payment of
postpetition interest and professional advisor fees as
adequate protection payments to the prepetition senior
secured lenders who are in fact undersecured and not
entitled to these payments under applicable bankruptcy law,
as well as the propriety of continuing these payments.
Specifically, Edward S. Weisfelner, Esq., at Brown Rudnick LLP,
in New York, argues that with respect to the rights offering
process, it is especially important that there be an independent
party charged with:
(a) monitoring the Debtors' actions in connection with the
Reliance Proposal or other proposals of strategic
Investors; and
(b) independently advising the Court with respect to these
actions because of the potential for those who are
defendants in the Committee Action to unduly influence the
Debtors' decision to pursue these strategic investment
proposals in contravention of the Debtors' fiduciary
responsibilities, and the best interests of all creditors
of the Debtors' estates.
The Committee further believes that Reliance's Proposal is
superior to the proposal of the Rights Offering Sponsors.
Similarly, notwithstanding the fact that the Senior Secured
Lenders who have been receiving adequate protection payments are
clearly undersecured, since the entry of the DIP Financing Order,
these Senior Secured Lenders have received $440 million in
postpetition interest payments as well as reimbursement of
$32 million in professional advisory fees through September, Mr.
Weisfelner contends. However, these payments, totaling at least
$472 million, provide no benefit to the Debtors' estates and only
provide a windfall to the Senior Secured Lenders, the Committee
alleges. The continuing payment of postpetition interest to
undersecured creditors has put extreme pressure on the Debtors to
hasten their emergence from bankruptcy and added to the Debtors'
exit financing needs, the Committee tells the Court.
Against this backdrop, the Committee asks the Court to expand the
Examiner Order, and direct the Examiner to prepare a report
reflecting the Expanded Duties.
The Court will consider the Committee's request on January 12,
2009. Objections are due January 5.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Reliance's $12 Bil. "Too Low", Says Access
-------------------------------------------------------------
Reliance Industries Limited's $12 billion bid to acquire
LyondellBasell is "too low," an official of Access Industries,
Inc., which is owned by Leonard Blavatnik said, according to a
December 22, 2009 report by The Economic Times.
The Access official, who requested anonymity, explained that
secured creditors like Apollo Management VII L.P. will be making
loss if a deal is to happen at that price submitted by Reliance
Industries. This is why there is resistance from the present
management and stakeholders of LyondellBasell, the Access
official added, said The Economic Times.
According to the report, Reliance Industries' due diligence is
over and Reliance Industries' chairman Mukesh Ambani has made a
final call to LyondellBasell.
For its part, Reliance Industries Limited did not comment on the
views expressed by the Access Official, The Economic Times
related. Similarly, Stan Neve, official spokesperson of Access,
did not make any statement, citing the ongoing restructuring
process of LyondellBasell, The Economic Times disclosed.
Reliance Industries will pursue its bid for LyondellBasell by
either raising its offering price for LyondellBasell, or
increasing the cash component of its non-biding cash bid of
$12 billion, The Telegraph reported on December 26, 2009.
The Telegraph, citing unconfirmed reports, noted that Reliance
Industries' previous $12 billion cash bid included a $2 billion
cash infusion. In light of recent events, Reliance Industries
may increase the cash portion of the bid from $5 billion to
$6 billion, The Telegraph said.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYTHGOE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lythgoe Properties, LLC
12130 Regency Drive, #201
Eagle River, AK 99577
Bankruptcy Case No.: 09-00966
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Alaska (Anchorage)
Judge: Herbert A. Ross
Debtor's Counsel: John C. Siemers, Esq.
Burr, Pease & Kurtz
810 N Street
Anchorage, AK 99501
Tel: (907) 276-6100
Fax: (907)258-2530
Email: bankruptcy@bpk.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Lynn H. Lythgoe Jr., the Company's
managing member.
Debtor's List of 3 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
K&W Interiors, Inc. 9300 Old Seward Hwy $37,000
Anchorage, AK
99515-4261
Alaska Properties & 12130 Regency Drive, $30,200
Investments Suite 201
Eagle River, AK
99577
Eagle River Bowl, LLC 12130 Regency Drive, $5,791
Suite 201
Eagle River, AK
99577 ---------
TOTAL: $72,986
MAGMA DESIGN: Reports Net Income of $4.3MM in FY2010 Q2
-------------------------------------------------------
Magma Design Automation Inc. reported revenue of $29.7 million and
net income of $4.3 million for the fiscal 2010 second quarter
ended Nov. 1, 2009, compared to revenues of $19.7 million and a
net loss of $26.3 million for the same period ended November 2,
2008. The second quarter of fiscal 2010 was favorably impacted by
a non-recurring net tax benefit of $7.7 million which was
primarily due to a discrete adjustment reducing the reserves for
foreign taxes.
Revenue for the three months ended November 1, 2009, decreased by
19% compared to the three months ended November 2, 2008.
Licenses revenue decreased by 23% primarily as a result of a sharp
downturn in the semiconductor and systems industries, a reduction
of electronic design automation budgets and customers experiencing
continued end market softness in demand and reduced visibility in
forecasting their business, which caused customers to reduce
spending.
Services revenue decreased by 9% compared to the three months
ended November 2, 2008, but as a percentage of total revenue,
increased to 34% in the three months ended November 1, 2009,
compared to 30% in the three months ended November 2, 2008.
Gross profit was $24.5 million in the three months ended
November 1, 2009, compared to $24.1 million in the three months
ended November 2, 2008.
Operating loss decreased by $19.0 million to $2.3 million in the
three months ended November 1, 2009 compared to the three months
ended November 2, 2008. The decrease was primarily due to a 41.1%
decrease in total operating expenses, which was a direct result of
the Company's operational expense reduction initiatives and re-
timing or eliminating certain capital spending or research and
development projects.
Balance Sheet
At November 1, 2009, the Company's consolidated balance sheets
showed $113.0 million in total assets and $121.4 million in total
liabilities, resulting in a $8.4 million shareholders' deficit.
The Company's consolidated balance sheets at November 1, 2009,
also showed strained liquidity with $83.3 million in total current
assets available to pay $89.3 million in total current
liabilities.
A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4cc1
Going Concern Doubt
Cash and cash equivalents were $47.0 million at November 1, 2009,
compared to $32.9 million at May 3, 2009. For the six months
ended November 1, 2009, net cash flow provided by operations was
$9.6 million, compared to $7.3 million used in operating
activities for the three months ended November 2, 2008.
As of the Company's 2009 fiscal year end, the Company's auditors
issued an opinion raising substantial doubt about the Company's
ability to continue as a going concern. Since inception, the
Company has incurred aggregate consolidated net losses of
approximately $380.5 million, and may continue to incur net losses
for the foreseeable future. In addition, the Company has
experienced a significant decline in revenues during fiscal 2009
and the first two quarters of fiscal 2010. As of the end of
fiscal 2009, the Company did not have the financing in place to
pay the $49.9 million 2010 Notes maturing May 15, 2010.
In September 2009, the Company completed an exchange offer
pursuant to which 2010 Notes in the aggregate principal amount of
$26.7 million were exchanged for the 2014 Notes. As a result of
the exchange, approximately $23.2 million principal amount of the
2010 Notes remains outstanding.
"The Company may try to obtain additional financing by means which
could dilute the Company's existing stockholders. The Company
believes it will have sufficient capital resources to fund its
working capital requirements and operations, capital investments,
and debt service during the next twelve months, and to retire the
remaining $23.2 million outstanding 2010 Notes at maturity.
However any of these factors could have a materially adverse
impact on the Company's financial position and results of
operations."
About Magma Design
Based in San Jose Calif., Magma Design Automation Inc. (Nasdaq:
LAVA) -- http://www.magma-da.com/-- provides electronic design
automation (EDA) software products and related services. The
software enables chip designers to reduce the time it takes to
design and produce complex integrated circuits used in the
communications, computing, consumer electronics, networking and
semiconductor industries. The Company's products are used in all
major phases of the chip development cycle, from initial design
through physical implementation.
As an EDA software provider, the Company generates substantially
all its revenue from the semiconductor and electronics industries.
MAMMOTH TEMECULA: To Restructure Wachovia Note to Pay Creditors
---------------------------------------------------------------
Mammoth Temecula I LLC filed with the U.S. Bankruptcy Court for
the Central District of California a Disclosure Statement with
regards to its Chapter 11 Plan of Reorganization.
The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.
According to the Disclosure Statement, the Plan seeks to
accomplish payment under the Plan through the cash flow generated
from the leasing of the Mammoth Property and through proceeds from
a future sale or refinance of the Mammoth Property. The Plan may
provide for the Debtor to reorganize by continuing to operate and
refinance or, to liquidate by selling assets of the estate, or a
combination of both.
The Debtor seeks to accomplish payments under the Plan by
restructuring one note held by Wachovia Bank and converting
mechanics liens to deeds of trust. Secured creditors of the
estate will be paid the present value of their claim at a market
interest rate over a 24 month to 84 month period, excepting that
their claims may be paid in full prior to the seventh year through
a sale or refinance of the Mammoth Property. The Debtor proposes
that the effective date of the Plan is January 20, 2011.
The Plan will be implemented through:
-- Robert Wish the managing member of the Debtors current
manager, will provide oversight and assistance in the
operation of the Debtor's business and day-to-day management
decisions. Mr. Wish will work to lease the remaining vacant
space in the Mammoth Property.
-- The proceeds generated from the leases on the Mammoth
Property and any future refinance or sales proceeds
generated by the Mammoth Property will be used to fund the
payments to both Secured and Unsecured Creditors provided
for under the Plan. It is anticipated that there will be
sufficient funds from these proceeds to pay all allowed
secured and allowed unsecured claims as:
(i) secured creditor Wachovia Bank will be paid in full on
or before the 84th month after the effective date;
(ii) secured creditors Big Mike Electric, Vaughn Irrigation,
and Omega Engineering will be paid in full on or before
the 24th month after the effective date;
(iii) allowed Class 5 general unsecured claims may elect to
receive a one-time lump sum payment equal to 50% of
their allowed claim as payment in full on the 12th month
after the effective date or 100% of their allowed claim
as payment in full on or before the 84th month after the
effective date.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MammothTemecula_DS.pdf
A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/MammothTemecula_cH11pLAN.pdf
San Juan Capistrano, California-based Mammoth Temecula I LLC filed
for Chapter 11 on Sept. 18, 2009 (Bankr. C.D. Calif. Case No. 09-
31943). Thomas C. Corcovelos, Esq., represents the Debtor in its
restructuring efforts.
MANITOWOC CO: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co.,
Inc., is a borrower traded in the secondary market at 95.60 cents-
on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.40
percentage points from the previous week, The Journal relates.
The loan matures April 14, 2014. The Company pays 350 basis
points above LIBOR to borrow under the facility. The bank debt
carries Moody's B1 rating and Standard & Poor's BB rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
Based in Manitowoc, Wisconsin, The Manitowoc Company, Inc. --
http://www.manitowoc.com/-- is a multi-industry, capital goods
manufacturer with over 100 manufacturing and service facilities in
27 countries. It is recognized as one of the world's largest
providers of lifting equipment for the global construction
industry, including lattice-boom cranes, tower cranes, mobile
telescopic cranes, and boom trucks. Manitowoc also is one of the
world's leading innovators and manufacturers of commercial
foodservice equipment serving the ice, beverage, refrigeration,
food prep, and cooking needs of restaurants, convenience stores,
hotels, healthcare, and institutional applications.
MARCHFIRST INC: Lessor's Fiduciary Duty Complaint Time Barred
-------------------------------------------------------------
WestLaw reports that an equipment lessor's claim against the
trustee in bankruptcy for breach of fiduciary duty, alleging that
the trustee failed to inventory, safeguard, and return telephone
equipment that the lessor had leased to the debtor, was barred by
Illinois's five-year statute of limitations. The lessor's claim
accrued and triggered the running of the limitations period when
the trustee refused to turn over the equipment in response to the
lessor's requests and publicly denied possessing the equipment in
a statement of financial affairs. The lessor reasonably should
have known at that point that the trustee had wrongfully disposed
of its equipment or at least refused to cooperate in its return,
and either should have put the lessor on notice of an injury and
potential claims against the trustee. In re marchFIRST Inc., ---
F.3d ----, 2009 WL 4894248 (7th Cir.).
About marchFirst
Based in Chicago, Illinois, marchFirst, Inc., was an Internet
professional services provider. marchFirst and its debtor-
affiliates filed for chapter 11 protection on April 12, 2001
(Bankr. N.D. Ill. Case No. 01-24742).
On April 26, 2001, the Chapter 11 cases were converted into
Chapter 7 proceedings. Andrew J. Maxwell, Esq., was appointed
Chapter 7 trustee to oversee the liquidation of the Debtors'
estate, and is represented by Steven S. Potts, Esq., and Kathleen
M. Mcguire, Esq., at Maxwell and Potts, LLC.
MCNALLY ROBINSON: Files for Bankruptcy in Canada
------------------------------------------------
Carla Main at Bloomberg News reports that McNally Robinson filed
for bankruptcy protection in Canada and said it closed stores in
Toronto and in Winnipeg's Polo Park shopping mall.
McNally Robinson is a book retailer. "Many jobs are lost and many
customers will be disappointed. This has been a heart-rending
process," it said on its Web site.
The Company, however, said its flagship store in Winnipeg's Grant
Park Shopping Centre and its store in Saskatoon will remain open.
"In addition we continue our wholesale division, Skylight books,
and our website, www.mcnallyrobinson.com. These continue to
reflect the quality of bookselling that has led to 6 citations as
Canadian independent Bookseller of the Year since 1995."
MICHAELS STORES: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 90.03 cents-
on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.31
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013. The Company pays 225 basis
points above LIBOR to borrow under the facility. The bank debt
carries Moody's B3 rating and Standard & Poor's B rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America. As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.
MID AMERICA AGRI: Nebraska Corn Buys Ethanol Plant for $30.1MM
--------------------------------------------------------------
Carla Main at Bloomberg News, citing court documents, reports that
Nebraska Corn Processing LLC agreed to purchase a shuttered
ethanol plant that belonged to Mid America Agri Products LLC for
$30.1 million at a Dec. 17 auction.
The distillery can produce 40 million gallons of ethanol annually.
North Platte, Nebraska-based Mid America Agri Products/Horizon,
LLC filed for Chapter 11 on June 3, 2009 (Bankr. D. Nebr. Case No.
09-41543). Robert V. Ginn, Esq., at Blackwell Sanders Peper
Martin LLP, represents the Debtor in its restructuring efforts.
More than a dozen ethanol companies have filed for bankruptcy in
the past 18 months.
MIDWAY GAMES: Exchanging Drafts of Plan with Unsec. Creditors
-------------------------------------------------------------
Midway Games Inc. and its debtor-affiliates said that they are in
the process of exchanging drafts of the plan and disclosure
statement with the Official Committee of Unsecured Creditors.
Midway Games made the disclosure in its request for an extension
of its exclusive periods to file propose a Chapter 11 plan.
Midway is asking the U.S. Bankruptcy Court for the District of
Delaware to further extend their exclusive periods to:
* file a Chapter 11 plan until Jan. 25, 2010; and
* solicit acceptances of than plan until March 30, 2010.
A hearing is set for Jan. 26, 2010, at 10:00 a.m., to consider the
Debtors' request. Objections, if any, are due Jan. 15, 2010, by
4:00 p.m.
Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.
The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts. Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel. Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.
On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities. Midway is
disposing of its remaining assets.
At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.
MYLAN LABORATORIES: Bank Debt Trades at 2.47% Off
-------------------------------------------------
Participations in a syndicated loan under which Mylan
Laboratories, Inc., is a borrower traded in the secondary market
at 97.53 cents-on-the-dollar during the week ended Thursday, Dec.
31, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal. This represents an increase
of 0.34 percentage points from the previous week, The Journal
relates. The Company pays 325 basis points above LIBOR to borrow
under the loan facility, which matures on Oct. 2, 2014. The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB+ rating.
The debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
Mylan Inc., formerly known as Mylan Laboratories Inc. (NYSE: MYL)
-- http://www.mylan.com/-- is a global pharmaceutical company
with market leading positions in generic pharmaceuticals,
transdermal technology and unit dose packaged products. Mylan
operates through three principal subsidiaries: Mylan
Pharmaceuticals, a world leader in generic pharmaceuticals; Mylan
Technologies, the largest producer of generic and branded
transdermal patches for the U.S. market; and UDL Laboratories, the
top U.S.-supplier of unit dose pharmaceuticals.
Mylan also owns a controlling interest in Matrix Laboratories, one
of the world's premier suppliers of active pharmaceutical
ingredients. Mylan also has a European platform through
Docpharma, a Matrix subsidiary, which is a marketer of branded
generics in Europe. The company also has a production facility in
Puerto Rico.
As reported in the Troubled Company Reporter on Sept. 25, 2009,
Standard & Poor's said it raised its corporate credit rating on
Canonsburg, Pennsylvania-based Mylan, Inc., to 'BB' from 'BB-'.
S&P also raised the senior secured rating to 'BB+' from 'BB', the
senior unsecured rating to 'BB-' from 'B+', and the preferred
stock rating to 'B' from 'B-'. The outlook is stable.
NEILS JENSEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Neils P. Jensen
dba Neils Jensen Farms, Inc.
dba Neils & Irma Jensen Joint Rev. Trust
Irma L. Jensen
dba Irma Jensen, LLC
dba Neils & Irma Jensen Joint Rev. Trust
PO Box 299
Jefferson, OR 97352-0299
Case No.: 09-67057
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Oregon
Judge: Albert E. Radcliffe
Debtors' Counsel: John D. Albert, Esq.
POB 968
Salem, OR 97308
Tel: (503) 585-2056
Email: darlene@albertandtweet.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of $13,477,157,
and total debts of $10,623,874.
The petition was signed by the Joint Debtors.
Debtors' List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Crop Production Services Crop inputs $221,292
3482 Glade North Road, Inc.
Pasco, WA 99301
First National Equipment Equipment financing $191,602
Finance Inc.
Agri Credit Acceptance, Equipment financing $159,335
LLC
Farm Service Agency Government loan $64,380
First National Equipment Equipment financing $52,577
Finance Inc.
John Deere Credit Equipment financing $47,170
1st Farm Credit Service Real estate loan $129,868
Collateral:
$85,000
Unsecured:
$44,868
Chase Credit Credit card obligation $44,633
Attn: Correspondence Dept.
Neils Jensen Farms, Inc. Loan $31,185
Irma L. Jensen, LLC Loan $28,000
John Deere Credit Equipment financing $23,362
Marion Polk Schools Vehicle financing $17,645
Credit Union
John Deere Credit Equipment financing $13,798
John Deere Credit Equipment financing $10,840
Alice Henion Trust $9,900
Central Willamette Vehicle financing $6,915
Community Cred Union
Marion Polk Schools Vehicle financing $6,821
Credit Union
Honda Financial Services Vehicle financing $6,745
American Honda Finance
Corporation
US Bank, NA Bank loan $6,728
Deere & Company Equipment financing $2,128
NEW MEDIA: October 31 Balance Sheet Upside-Down by $5,753,022
-------------------------------------------------------------
New Media Lottery Services, Inc.'s consolidated balance sheets at
October 31, 2009, showed $2,410,697 in total assets, $4,664,253 in
total liabilities, and $3,499,466 in minority interest, resulting
in a $5,753,022 shareholders' deficit.
The Company's consolidated balance sheets at October 31, 2009,
also showed strained liquidity with $145,409 in total current
assets available to pay $4,471,667 in total current liabilities.
The Company reported a net loss of $835,864 on net revenues of
$278,435 for the three months ended October 31, 2009, compared to
a net loss of $741,820 on net revenues of $254,884 for the same
period last year.
For the six months ended October 31, 2009, the Company reported a
net loss of $1,829,693 on net revenues of $538,662, compared to a
net loss of $1,476,845 on net revenues of $591,986 for the same
period last year.
A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4cd4
Going Concern Considerations
As reported in its annual report on Form 10-K for the year ended
April 30, 2009, the Company has incurred operating losses of
$15,886,684 (excluding minority interest and other comprehensive
loss) from inception of the Company through April 30, 2009. The
Company's stockholders' deficit at April 30, 2009, was
$12,256,234. Additionally, the Company has sustained additional
operating losses for the six months ended October 31, 2009, of
$1,565,847, has a working capital deficit of $4,326,259, and
negative cash flows from operations.
"These factors combined, raise substantial doubt about the
Company's ability to continue as a going concern."
About New Media Lottery
Based in Harrisonburg, Virginia, New Media Lottery Services, Inc.
(OTC BB: NWMD) through its direct and indirect subsidiaries, New
Media Lottery Services plc and New Media Lottery (International)
Services Ltd., designs, builds, implements, manages, hosts and
supports web, kiosk and wireless device based lottery programs
operated by governments and charitable organizations outside of
the United States.
NIKISKI PARTNERS: Todd Peter, et al., Want Ch 11 Case Dismissed
---------------------------------------------------------------
Todd Peter et al. (the Movants) have asked the U.S. Bankruptcy
Court for the Southern District of Texas to dismiss Nikiski
Partners, Ltd.'s Chapter 11 bankruptcy case.
The Movants say that the Alleged Debtor filed for bankruptcy
protection to derail state-court litigation that has been ongoing
in Montgomery County, Texas, since 2005. Those who control the
Alleged Debtor wanted to stop a deposition that was scheduled to
take place in Chicago, Illinois, on December 7, 2009, the Movants
state.
The Movants claim that, among other things:
-- the Alleged Debtor is a single-asset entity that does
nothing but passively hold investment units that are
ultimately convertible into shares of a public company;
-- since 1996, the Alleged Debtor has maintained its
existence for the sole purpose of passively holding
investment units;
-- since 1996, the Alleged Debtor hasn't been engaged in any
operating or active business pursuits of any kind;
-- the Alleged Debtor has no employees, and has never
employed anyone since its creation in 1994;
-- the Alleged Debtor has no cash flow and no ongoing
expenses beyond the minimal accounting and legal fees
associated with maintaining its existence and sending K-1s
to its owners;
-- the Alleged Debtor has no secured creditors and has only
two unsecured creditors (a lawyer and an accountant) who
are allegedly owed a total of $5,751.25;
-- the Alleged Debtor is nowhere near insolvent and is under
no financial distress, with asset (the investment units it
passively holds for its owners) is worth well in excess of
$50 million; and
-- the Alleged Debtor is controlled and managed by parties
who are defendants in the Peters case, with no independent
or outside decision makers. The Peters case was filed in
Montgomery County in April 20058 by Todd Peters, an
original investor in the Alleged Debtor.
According to the Movants, the Peters lawsuit was initially filed
because the general partner of the Alleged Debtor had done a poor
job of keeping the limited partners informed about the status of
their investments. An initial round of discovery in the Peters
case revealed evidence of serious wrongdoing -- among them are
egregious breaches of fiduciary duty and fraud -- by the general
partner of the Alleged Debtor and others.
Aster Capital, which owns 54% of the limited partnership interests
in the Alleged Debtor, has filed an objection to the Movants'
request for dismissal, saying that it risks potentially grave
damage to the value of the estate and Aster Capital's investment.
The Movants' "mischaracterization", says Aster Capital, are not
proper grounds for a dismissal.
The Alleged Debtor has also filed an objection to the Movants'
motion for dismissal.
The Woodlands, Texas-based Nikiski Partners, Ltd., filed for
Chapter 11 bankruptcy protection on December 4, 2009 (Bankr. S.D.
Texas Case No. 09-39332). William Alfred Wood, III, Esq., at
Bracewell & Giuliani LLP assists the Company in its restructuring
effort. The Company listed $10,000,001 to $50,000,000 in assets
and up to $50,000 in liabilities.
NON-INVASIVE MONITORING: Post $435,000 Loss in October 31 Quarter
-----------------------------------------------------------------
Non-Invasive Monitoring Systems Inc. reported a net loss of
$435,000 for the three months ended October 31, 2009, compared to
a net loss of $498,000 for the same period last year.
Total revenues increased from $70,000 for the three months ended
October 31, 2008, to $197,000 for the three months ended
October 31, 2009. This $127,000 increase resulted from a $149,000
increase in product sales, offset in part by a $21,000 decrease in
royalty revenues.
At October 31, 2009, the Company's consolidated balance sheets
showed $2,141,000 in total assets, $290,000 in total liabilities,
and $1,851,000 in total shareholders' equity.
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?4ccb
Going Concern Doubt
The Company had net losses in the amount of $435,000 and $498,000
for each of the three months ended October 31, 2009, and 2008, and
has experienced cash outflows from operating activities. The
Company also has an accumulated deficit of $20,238,000 as of
October 31, 2009, and has substantial purchase commitments at
October 31, 2009. "These matters raise substantial doubt about
the Company's ability to continue as a going concern."
About Non-Invasive Monitoring
Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- markets therapeutic,
motorized devices that provide non-invasive, drug-free, health
solutions to the well and sick through a patented technology
called Whole Body Periodic Acceleration (WBPA).
NOVADEL PHARMA: Common Stock Trades on OTC Bulletin Board
---------------------------------------------------------
NovaDel Pharma Inc.'s common stock began trading on the Over-the-
Counter Bulletin Board on December 24, 2009, under the trading
symbol "[NVDL]". The final day of trading on NYSE Amex, LLC was
December 23.
The Company announced its intention to voluntarily delist its
common stock from Amex and to file a Form 25 with the Securities
and Exchange Commission on December 14, 2009. The Board of
Directors of the Company had approved the voluntary delisting of
the Company's common stock from Amex and the transfer of the
listing to the OTCBB on October 15, 2009, subject to the Company's
review of certain events, which was subsequently ratified on
December 2, 2009.
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.
NTK HOLDINGS: S&P Corrects 'D' Corporate Credit Rating
------------------------------------------------------
Due to an administrative error, the corporate credit rating on NTK
Holdings Inc. was previously misstated on Standard & Poor's
Ratings Services' electronics products.
The 'D' corporate credit rating was withdrawn on Dec. 18, 2009.
NUTS & BOLTZS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nuts & Boltzs, LLC
fdba Charleston True Value Hardware
dba Charleston Hardware
1028 Wappoo Road
Charleston, SC 29407
Bankruptcy Case No.: 09-09615
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
District of South Carolina (Charleston)
Judge: David R. Duncan
Debtor's Counsel: Ivan N. Nossokoff, Esq.
1470 Tobias Gadson Blvd., Suite 107
Charleston, SC 29407
Tel: (843) 571-5442
Email: inn@nosslaw.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 $1,099,480
and total debts of $1,832,173.
A full-text copy of the Debtor's petition, including a list of its
13 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/scb09-09615.pdf
The petition was signed by Michael J. Metz, member of the Company.
NUVILEX INC: Posts $482,862 Net Loss in October 31 Quarter
----------------------------------------------------------
Nuvilex Inc. reported a net loss of $482,862 on revenues of
$70,171 for the three months ended October 31, 2009, compared with
a net loss of $418,373 on revenues of $197,813 for the same period
last year.
The Company reported a net loss of $1,297,790 of revenues of
$138,118 for the six months ended October 31, 2009, compared to a
net loss of $956,999 on revenues of $449,656 for the corresponding
period last year.
Balance Sheet
At October 31, 2009, the Company had total assets of $5,943,651,
total liabilities of $2,955,098, and total shareholders' equity of
$2,988,553.
The Company's consolidated balance sheets at October 31, 2009,
also showed strained liquidity with $349,172 in total current
assets available to pay $1,135,577 in total current liabilities.
A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4cd3
Going Concern Doubt
The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue
as a going concern. In addition, as of October 31, 2009, the
Company has an accumulated deficit of $30,789,490, has incurred a
net loss for the six months ended October 31, 2009 of $1,297,790,
and has a working capital deficit of $786,405. The Company's
current business plan requires additional funding beyond its
anticipated cash flows from operations. "These and other factors
raise substantial doubt about the Company's ability to continue as
a going concern."
About Nuvilex Inc.
Nuvilex Inc. (OTC BB: NVLX) through its subsidiaries, engages in
the research, development, and marketing of nutraceutical products
in the United States and internationally. It has researched and
developed a range of whole foods and nutraceutical products to
help improve various health conditions, including glucose
metabolism, scarring, acne, cholesterol, common cold, influenza,
and other known pathogens, such as staphylococcus and
streptococcus. The company was formerly known as eFoodSafety.com,
Inc., and changed its name to Nuvilex Inc. in March 2009. Nuvilex
Inc. is headquartered in Cherry Hill, New Jersey.
OCEANS CASINOS: Files for Chapter 7 Bankruptcy
----------------------------------------------
Oceans Casino Cruises Inc., a casino cruise operator, filed for
Chapter 7 protection in U.S. Bankruptcy Court in Fort Lauderdale
on Dec. 27 (Bankr. S.D. Fla. Case No. 09-38645. Chapter 7 allows
a debtor to liquidate.
According to Carla Main at Bloomberg News, Dania, Florida-based
Oceans Casino plans to sell its assets, which include at least
five gaming vessels, the newspaper said. SunCruz Casino, a unit
of Ocean Casinos Cruises, employs about 300 people in connection
with SunCruz Princess, one of its vessels.
Oceans Casino Cruises listed less than $1 million in assets and
debts of $50 million to $100 million.
OCEAN SMART: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------
LBB & Associates Ltd., LLP, in Houston, expressed substantial
doubt about Ocean Smart, Inc., formerly Edgewater Foods
International, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements as of and
for the years ended August 31, 2009, and 2008. The independent
public accounting firm pointed to the Company's absence of
significant revenues, recurring losses from operations, and its
need for additional financing in order to fund its projected loss
in 2010.
The Company reported a net loss of $2,264,853 on revenue of
$1,890,536 for the year ended August 31, 2009, compared to a net
loss of $3,681,122 on revenue of $1,584,027 for the year ended
August 31, 2008.
Gross loss for the year ended August 31, 2009, was approximately
$686,000, an increase of approximately $207,000 as compared to
gross loss of roughly $479,000, for the year ended August 31,
2008. The increase in gross loss for the year ended August 31,
2009, was attributable to increased cost of inventory and cost of
scallop seed relative to the previous periods.
General and administrative expenses for the year August 31, 2009,
were approximately $1,641,000. General and administrative
expenses were approximately $3,185,000 for the year ended
August 31, 2008. This is a decrease of approximately $1,544,000
or 48%. This decrease was directly attributable to a reduction in
stock option expense of roughly $1,596,000 as compared to 2008.
Balance Sheet
At August 31, 2009, the Company had total assets of $5,286,606,
total liabilities of $2,301,253, and total stockholders' equity of
$2,985,353.
The Company's consolidated balance sheets at August 31, 2009, also
showed strained liquidity with $851,099 in total current assets
available to pay $1,702,947 in total current liabilities.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4cc9
About Ocean Smart
Based in Gaithersburg, Maryland, Ocean Smart, Inc. (OTC BB: OCSM)
through its subsidiary, Island Scallops Ltd., engages in farming,
processing, and marketing marine species, such as scallops and
sablefish. The Company's primary product is farmed 'Qualicum
Beach Scallop' for sale throughout North America. The Company was
formerly known as Edgewater Foods International, Inc. and changed
its name to Ocean Smart, Inc. in 2009.
OLIVER EZARD FRASCONA: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Oliver Ezard Frascona
853 Quintana Lane
Erie, CO 80516-2415
Bankruptcy Case No.: 09-37529
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: A. Bruce Campbell
Debtor's Counsel: Jeffrey Weinman, Esq.
730 17th St., Ste. 240
Denver, CO 80202
Tel: (303) 572-1010
Email: jweinman@epitrustee.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 $4,172,520,
and total debts of $4,397,863.
The petition was signed by Mr. Frascona.
OMNICITY CORP: October 31 Balance Sheet Upside-Down by $510,101
---------------------------------------------------------------
Omnicity Corp.'s consolidated balance sheets at October 31, 2009,
showed $3,857,786 in total assets and $4,367,887 in total
liabilities, resulting in a $510,101 shareholders' deficit.
The Company reported current assets of $839,118 and current
liabilities of $2,383,816 at October 31, 2009, resulting in a
$1,544,698 working capital deficit. This compares to a working
capital deficit of $2,584,984 at July 31, 2009.
The Company reported a net loss of $519,886 on net sales of
$617,000 for the three months ended October 31, 2009, compared
with a net loss of $403,257 on net sales of $327,733 for the same
period ended October 31, 2008.
A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4cd8
Going Concern Doubt
"The Company has generated substantial revenues but has sustained
losses since inception and has never paid any dividends and is
unlikely to pay dividends in the immediate or foreseeable future.
The continuation of the Company as a going concern is dependent
upon the continued cooperation from its creditors and the ability
of the Company to obtain necessary debt and/or equity financing to
repay overdue obligations, to fund its growth strategy and to
continue operations, and the attainment of profitability.
As at October 31, 2009, the Company had a working capital deficit
of $1,544,698 and stockholders' deficit of $510,101. All of these
factors combined raises substantial doubt regarding the Company's
ability to continue as a going concern."
About Omnicity Corp.
Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access,
including advanced services of voice, video and data, in un-served
and underserved small and rural markets and is planning to be the
premier consolidator of rural market broadband nationwide.
OPUS SOUTH: Astwanti Wants Lift Stay to Access Escrowed Funds
-------------------------------------------------------------
In 2005, 400 Beach Drive LLC, one of the Opus South Debtors, and
Magnolia Medical Center P.C. entered into a contract for Magnolia
to purchase Unit 1903 of a condominium building, to be
constructed at 400 Beach Drive, in St. Petersburg, Florida.
After the execution of the Purchase Agreement, Magnolia assigned
its rights to Dr. Maher Astwani.
Pursuant to the Purchase Agreement, Dr. Astwani placed $280,000
towards the purchase price for the subject unit in an escrow
account maintained by Investor's Realty Title Company as escrow
agent.
Tara L. Lattomus, Esq., at Eckert Seamans Cherin & Mellot LLC, in
Wilmington, Delaware, notes that while the Purchase Agreement
contained an estimated completion date for the condominium of
June 2007, it was not completed at that time but was ultimately
completed more than six months later.
As a result of the failure of the condominium to be delivered on
time, Dr. Astwani sought the return of the Astwani Escrow Deposit
from the Escrow Agent. Among others, Dr. Astwani contemplated
initiating a formal lawsuit against the Debtor in state court for
breach of contract, according to Ms. Lattomus.
However, before Dr. Astwani could file a lawsuit, the Debtors,
including 400 Beach Drive LLC, filed for Chapter 11 protection.
In its schedules, 400 Beach Drive LLC identified the Purchase
Agreement as an executory contract. Ms. Lattomus tells the Court
that Dr. Astwani engaged her to file a motion for relief from the
automatic stay to allow him to proceed with the filing of his
state court lawsuit to prosecute his rights under the Purchase
Agreement. However, prior to the filing of Dr. Astwani's lift
stay request, the Debtors filed motions seeking to sell 400 Beach
Drive LLC, along with various other properties, at a public
auction on October 1, 2009.
In conjunction with their sale efforts, the Debtors sought to
assume and assign all of the executory contracts of 400 Beach
Drive LLC, including the Astwani Purchase Agreement, to the
successful bidder.
As previously reported, Dr. Astwani filed a limited objection to
the proposed sale to ensure the preservation of his rights to
pursue the Astwani Escrow Deposit notwithstanding the proposed
sale to a third party.
The auction sale of the 400 Beach Drive LLC assets was indeed
conducted on October 1, 2009, with the successful bidder declared
as the secured creditor that held the mortgage on the property.
Ms. Lattomus informed the Court that 400 Beach Drive LLC did not
assume nor assign the Astwani Purchase Agreement to the
successful bidder and still retains possession of the Purchase
Agreement. She contends that since the Purchase Agreement has
not been assumed or rejected, it is believed that the Escrow
Agent still holds the Astwani Escrow Deposit.
Against this backdrop, Dr. Astwani asks the Court to lift the
automatic stay so that he can pursue his state court rights to
recover the escrowed funds.
Ms. Lattomus contends that since the parties never closed under
the Purchase Agreement, the requirement for the Escrow Agent to
release and turn over the funds to 400 Beach Drive LLC never
arose and thus, title and right to the Astwani Escrow Deposit was
never transferred to the Debtor before the Petition Date.
Since the Debtor does not own the subject property anymore, Ms.
Lattomus asserts that the Debtor's performance under the Purchase
Agreement is incapable of triggering an event that will result in
it having a legal right to the Astwani Escrow Deposit.
About Opus South
Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.
The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts. The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent. The Debtors have assets and debts both ranging from
$50 million to $100 million.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
OPUS SOUTH: Proofs of Claim vs. Waters Edge Due January 20
----------------------------------------------------------
Bankruptcy Judge Mary S. Walrath granted the request of Wachovia
Bank, National Association, as Administrative Agent for Regions
Banks; Bank of America, as successor to LaSalle Bank, National
Association; and PNC Bank, National Association, as successor to
National City Bank; lender to Waters Edge One LLC to establish:
-- January 20, 2010, as the general bar date by which all
entities holding prepetition claims, other than
governmental units, must file proofs of claim against
Waters Edge One;
-- February 1, 2010, as the date by which all governmental
units with claims against the Debtor for unpaid taxes must
file their proofs of claim;
-- the later of the General Bar Date or 30 days after the date
of the Rejection Order as the date by which proofs of claim
relating to the Debtor's rejection of rejection of
executory contracts and unexpired leases must be filed; and
-- January 20, 2010, as date by which administrative claims
that arose from April 22, 2009, through and including
November 30, 2009, must be filed.
About Opus South
Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.
The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts. The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent. The Debtors have assets and debts both ranging from
$50 million to $100 million.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
ORANGE COUNTY: Asks for Court Okay to Use Cash Collateral
---------------------------------------------------------
Orange County Motorsports, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to use the
cash collateral securing its obligation to their prepetition
lenders.
The Debtor has a total of $21,069,451 secured debt. The Debtor
owes (i) GE Commercial Distribution Finance Corp. and Polaris
Acceptance Company (collectively referred to as GE Commercial)
approximately $12,459,846; (ii) American Honda Finance Corp.
$4,858,525; and (iii) and Kawasaki Motors Finance Corp.
$3,751,081.
Michael S. Kogan, Esq., at Ervin, Cohen & Jessup 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/ORANGE_COUNTY_budget.pdf
Mr. Kogan says that the secured creditors are adequately protected
by an equity cushion of 65%. The Debtor's assets currently have a
fair market value of $35,651,512. The secured creditors are also
adequately protected by replacement lien and by the continued
operation of the Debtor's business.
Los Angeles, California-based Orange County Motorsports, Inc.,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. C.D. Calif. Case No. 09-45902). The Debtor's affiliate,
Lawrence Hart also filed Chapter 11 bankruptcy petition. Michael
S. Kogan, Esq., at Ervin Cohen & Jessup LLP, assists the Debtor 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.
OVAZINE SHANNON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ovazine Shannon
15704 Clark St
Bellflower, CA 90706
Bankruptcy Case No.: 09-46717
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Sheri Bluebond
Debtor's Counsel: Michael A. Younge, Esq.
8141 E Kaiser Blvd, Ste 200
Anaheim Hills, CA 92808
Tel: (714) 685-1170
Fax: (714) 276-1443
Email: youngelaw@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Ovazine Shannon.
OWENS CORNING: Fitch Assigns 'BBB' IDR to Reorganized Company
-------------------------------------------------------------
Fitch Ratings has initiated coverage and assigned a 'BBB-' Issuer
Default Rating (IDR) to Owens Corning (NYSE: OC). Fitch has also
assigned the following ratings:
-- Senior unsecured debt at 'BBB-'; and
-- Unsecured revolving credit facility at 'BBB-'.
The Rating Outlook is Stable.
The ratings for Owens Corning (OC), as related in a press release
dated December 1, 2009, reflect the company's leading market
position in all of its major businesses, strong brand
recognition, and end-product and geographic diversity. Risks
include the cyclicality of the company's end-markets, a weak
global economy and volatile raw materials and energy costs. The
Stable Outlook reflects the expected moderate improvement in
housing metrics as well as home improvement spending in 2010,
offset in part by the continued decline in commercial
construction spending. The Stable Outlook also incorporates the
expectation that OC will continue to generate free cash flow in
2010 and maintain solid liquidity.
OC has lessened its exposure to the U.S. and Canadian
construction markets with the 2007 acquisition of Saint-Gobain's
reinforcement and composite fabrics businesses and the
divestiture of certain non-core operations. However, OC still
generates a majority of its revenues from the U.S. and Canadian
construction markets, with 32% of 2008 sales (similar percentage
in 2006) directed toward residential repair and remodel and 17%
(37% in 2006) to new residential construction. Sales to the
commercial and industrial sector represented 19% of 2008 sales
(vs. 18% in 2006) while its international operations accounted
for the remaining 32% of sales (13% in 2006).
In the past, earnings stability in the building materials segment
has been driven by end-market diversification - historically,
weakness in residential demand has been largely offset by
commercial/industrial strength and/or repair and remodel
spending. This has not been the case in 2009, wherein most of
OC's end-markets are in decline simultaneously although at
different stages of correction. Recent statistical and anecdotal
information point to a bottom for U.S. housing, though early-
stage recovery will be more muted than average. Fitch projects
total housing starts to fall 36.7% in 2009 and increase 14% in
2010 to 650,000 homes. During the first 12-15 months from this
bottom, the recovery may appear jaw-toothed as substantial
foreclosures now in the pipeline present as distressed sales, and
as meaningful new foreclosures arise from Alt-A and option
adjustable-rate mortgage resets. Home improvement spending is
projected to fall by 8.3% in 2009 (the third consecutive year of
decline) but is anticipated to improve 3.5% next year. A pick-up
in home sales, particularly in existing home sales, combined with
a strengthening economy should lead to higher spending on home
renovations in 2010. Commercial construction started to weaken
earlier in 2009, and the rate of decline is expected to intensify
next year. Fitch currently projects private non-residential
construction spending (as measured by the Census Bureau) to
decline 8.7% in 2009 and 13% in 2010.
OC continues to maintain good credit metrics despite the
significant drop in revenues over the past year. Sales for the
first nine months of 2009 declined 20% compared to the same
period last year and fell 17.2% during the third quarter. OC has
improved its cost structure, particularly in its roofing
business, enabling the company to report higher margins despite
lower revenues. The ratio of debt to earnings before interest,
taxes, depreciation and amortization (EBITDA) as calculated by
Fitch improved to 3.3 times (x) for the latest-12-months (LTM)
from Sept. 30, 2009, compared with 3.6x during fiscal year (FY)
2008. EBITDA to interest remains strong at 5.7x for the
Sept. 30, 2009 LTM period compared with 5.0x during FY 2008.
Fitch expects these credit metrics to improve slightly next year
as sales and margins benefit from increased housing activity and
an improved global economy.
OC is exposed to changes in prices of commodities used in its
operations (primarily associated with energy), such as natural
gas, and raw materials, such as asphalt. In 2008, asphalt prices
escalated as crude oil prices soared. In response to the asphalt
price escalation, OC and other roofing industry participants
increased selling prices to recover inflation in raw materials.
The company has been successful in realizing these price
increases and prices have remained stable since then despite
lower roofing volumes. In 2009, margins in the company's roofing
business increased significantly as OC benefited from the higher
prices implemented last year and lower input costs so far this
year. Additionally, natural gas prices have remained low,
providing some positive benefits to margins. OC's policy is to
hedge up to 75% of its forecasted natural gas exposures for the
next two months, up to 50% of its forecasted exposure for the
following four months, and lesser amounts for the remaining
periods.
The company has solid liquidity, which gives OC financial
flexibility to deal with weak underlying demand expected for its
products through the remainder of 2009 and into 2010. OC ended
the third quarter of 2009 with $387 million of cash on the
balance sheet and $947 million available under its $1 billion
revolving credit facility that matures in October 2011. The
company should have continued access to the revolver as Fitch
expects OC to continue to have sufficient cushion under its
financial covenants. During the second quarter of 2009, the
company issued $350 million of 9% senior notes to pay down
outstandings under the revolving credit facility. OC has no
major debt maturities until October 2011, when its $600 million
bank term loan facility and revolver mature. Fitch expects the
company to address the bank term loan facility maturity and the
renewal of its revolver next year. Through the first nine months
of 2009, the company generated $269 million of cash from
operations ($367 million during the third quarter) and
$118 million of free cash flow. Fitch expects the company to
continue to generate free cash flow during the remainder of 2009
and in 2010. Fitch also expects OC to preserve its strong
liquidity position and refrain from share repurchases through at
least 2010.
The company operates in certain concentrated industries with a
small number of players having a majority market share. Within
the insulation market, it is estimated that the top three
manufacturers service approximately 80% of the U.S. fiberglass
insulation market. Similarly, four manufacturers control roughly
90% of the U.S. asphalt shingle roofing market.
OC is the largest producer of residential, commercial and
industrial insulation in North America, which is sold under well-
recognized brand names and trademarks such as Owens Corning PINK
FIBERGLAS Insulation. OC sells its insulation products primarily
to insulation installers, home centers, lumberyards, retailers
and distributors in the U.S. and Canada. Demand for the
company's insulating products is driven by U.S. and Canadian new
residential construction (35% of year-to-date [YTD] sales),
residential repair and remodel activities (22%) and the
commercial and industrial sector (27%). International operations
accounted for 16% of revenues during the first nine months of
2009. Residential insulation demand lags residential housing
starts by approximately three months. Given the 31% decline in
housing starts during the third quarter of 2009 and expected weak
residential construction activity in the next few quarters, Fitch
expects lower sales from the company's insulation business to
continue through at least the first half of 2010.
The company is one of the largest U.S. producers of asphalt
roofing shingles and industrial, specialty and roofing asphalts.
OC sells shingles and roofing accessories primarily through home
centers, lumberyards, retailers, distributors and contractors in
the United States and sells other products internally to
manufacture residential roofing products and externally to other
roofing manufacturers. Through the first nine months of the
year, U.S. and Canadian residential repair and remodeling
accounted for 71% of sales, while new residential construction
and commercial and industrial represented 17% and 12%,
respectively. Leading up to the fourth quarter of 2008, OC (and
the industry) had been raising selling prices to recover
inflation in raw material costs, particularly asphalt. Since that
time, selling prices have been generally stable, allowing the
roofing unit to improve its margins as earlier selling price
increases outpaced inflation. Going forward, customers may become
more resistant to incremental price increases, especially if
energy and raw material cost do not meaningfully inflate further.
OC's glass fiber materials can be found in over 40,000 end-use
applications, including sporting goods, computers,
telecommunications, boats, aircrafts, defense, automotive,
industrial containers and wind energy. Demand for composites is
driven by general global economic activity and, more
specifically, by the increasing replacement of traditional
materials such as aluminum, wood and steel with composites that
offer lighter weight, improved strength and less corrosion.
International sales represent the largest end-market, accounting
for 68% of this segment's YTD sales. The U.S. and Canadian
commercial and industrial sectors represented 20% while
residential construction made up the remaining 12%. This segment
has operated under a very difficult environment since the fourth
quarter of 2008, but conditions have improved sequentially since
then. During the third quarter, the company reported an operating
profit for the first time this year. Fitch expects a slight
upward trend in demand as the global economy improves in 2010.
Founded in 1938, OC is a leading global producer of residential
and commercial building materials, glass fiber reinforcements and
engineered materials for composite systems. The company has
16,500 employees in 30 countries on five continents. OC operates
in two general reportable segments: Composites (39% of 2008
sales) and Building Materials, which includes its Insulation
Systems (26% of 2008 sales), Roofing (31%), and Other (4%)
businesses.
PEREGRINE PHARMACEUTICALS: Posts $2.8MM Net Loss in FY2010 Q2
-------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., reported total revenue of
$6,896,000 and a net loss of $2,787,000 for the second quarter
ended October 31, 2009, compared to total revenue of $1,941,000
and a net loss of $4,497,000 for the comparable prior year
quarter.
The increase in total revenue was primarily derived from increases
in contract manufacturing services provided by Avid Bioservices,
the company's wholly owned contract manufacturing subsidiary.
Total costs and expenses in the second quarter of FY 2010
increased $2,942,000 to $9,433,000, compared to $6,491,000 in the
second quarter of FY 2009, an increase of 45%. The current
quarter increase in total costs and expenses was primarily due to
an increase in the costs of contract manufacturing during the
quarter of $2,877,000, related to higher reported contract
manufacturing revenue.
Balance Sheet
At October 31, 2009, the Company's consolidated balance sheets
showed total assets of $27,529,000, total liabilities of
$19,611,000, and total stockholders' equity of $7,918.000.
A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?4cc5
Going Concern
At October 31, 2009, the Company had $13,599,000 in cash and cash
equivalents. The Company has expended substantial funds on the
research, development and clinical trials of its product
candidates, and funding the operations of its wholly owned
subsidiary Avid Bioservices, Inc.
"As a result, we have historically experienced negative cash flows
from operations since our inception and we expect the negative
cash flows from operations to continue for the foreseeable future.
Our net losses incurred during the past three fiscal years ended
April 30, 2009, 2008, and 2007, amounted to $16,524,000,
$23,176,000, and $20,796,000, respectively. Unless and until we
are able to generate sufficient revenues from Avid's contract
manufacturing services and/or from the sale and/or licensing of
our products under development, we expect such losses to continue
for the foreseeable future.
"The uncertainties surrounding our future cash inflows have raised
substantial doubt regarding our ability to continue as a going
concern."
About Peregrine Pharmaceuticals
Based in Tustin, Calif., Peregrine Pharmaceuticals, Inc. (Nasdaq:
PPHM)-- http://www.peregrineinc.com/-- is a clinical stage
biopharmaceutical company that manufactures and develops
monoclonal antibodies for the treatment of cancer and serious
viral infections. The Company is pursuing three separate clinical
programs in cancer and hepatitis C virus infection with its lead
product candidates bavituximab and Cotara(R). Peregrine also has
in-house manufacturing capabilities through its wholly owned
subsidiary Avid Bioservices, Inc. -- http://www.avidbio.com/--
which provides development and biomanufacturing services for both
Peregrine and outside customers.
PETCO ANIMAL: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which PETCO Animal
Supplies Stores, Inc., is a borrower traded in the secondary
market at 94.83 cents-on-the-dollar during the week ended
Thursday, Dec. 31, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal. This
represents an increase of 0.42 percentage points from the previous
week, The Journal relates. The loan matures on Sept. 26, 2013.
The Company pays 200 basis points above LIBOR to borrow under the
facility. The bank debt carries Moody's B1 rating and Standard &
Poor's B+ rating. The debt is one of the biggest gainers and
losers among 166 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Dec. 31, 2009.
The Troubled Company Reporter said on June 29, 2009, that Moody's
affirmed PETCO Animal Supplies Stores, Inc.'s Corporate Family
Rating at B2; Probability of Default Rating at B2; $686 million
senior secured term loan due 2013 at B1 (LGD 3, 33%), and changed
the outlook to stable from negative.
PETCO Animal Supplies, Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets. The Company operates about 1,000
stores in all 50 U.S. states. Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.
PETROFLOW ENERGY: Sells Texas Properties; Secures Credit Amendment
------------------------------------------------------------------
Petroflow Energy Ltd. has sold its Permian Basin properties
located in Texas. The Texas Properties consist of 3640 gross and
net developed acres. Petroflow had a 100% working interest in 14
producing oil wells on the Texas Properties that produced about 65
BOEs (390 McfGEs) per day of production. The sale had an
effective date of December 1, 2009. Petroflow will use the gross
cash proceeds of $US 3.3 million from the sale to reduce its
outstanding indebtedness under its Amended and Restated Credit
Agreement.
"The Texas Properties were substantially developed and it was an
appropriate time to monetize this asset. With the completion of
the sale, we will be able to further concentrate our capital and
attention on the continuation of our successful operations in the
Hunton dewatering resource play" stated Sandy Andrew, President
and COO.
In connection with obtaining the necessary consent to such sale
from the banks under the Credit Agreement and as a result of the
occurrence of certain previously reported and continuing Events of
Defaults under the Credit Agreement, the Company entered into an
Amendment to its Credit Agreement.
The Amendment requires that the gross proceeds (less certain
expenses) from the sale of the Texas Properties be paid directly
to the banks to be applied against the outstanding loan balance
and permanently reduce the Company's borrowing base by such
amount. Although the banks did not agree to waive any of the
continuing Events of Defaults under the Credit Agreement, the
banks elected to defer their right to raise the interest rates to
the default rate and exercise certain remedies available to them
under the Credit Agreement. The banks reserved their right to
cease such deferrals with or without cause at any time without
notice to the Company. The Amendment also requires that the
Company provide additional security to the banks in the form of a
pledge and first priority security interest in all of the capital
stock of its subsidiaries.
Mr. Andrew added, "We are pleased we are able to take this first
step to begin to deleverage the Company and we appreciate that our
banks continue to work with us during this period of challenging
commodity markets."
Petroflow Energy Corporation is an independent exploration &
production company listed on both the TSX (PEF) and the AMEX
(PED). Petroflow predominately engages in unconventional drilling
in the Hunton Resource Play in Oklahoma, as well as conventional
activity in Texas and Alberta, ON.
PHOENIX FOOTWEAR: Heartland Advisors No Longer Holds Stake
----------------------------------------------------------
Heartland Advisors, Inc., disclosed it has ceased to hold shares
of Phoenix Footwear Group, Inc., common stock as of November 30,
2009.
Going Concern Doubt
The Company has incurred net losses for the last two fiscal years
and the first nine months of fiscal 2009.
In June 2008, the Company and its subsidiaries entered into a
Credit and Security Agreement with Wells Fargo Bank, N.A. for a
three year revolving line of credit and letters of credit
collateralized by all the Company's assets and those of its
subsidiaries. Under the facility, the Company could have borrowed
up to $17.0 million (subject to a borrowing base which included
eligible receivables and eligible inventory less availability
reserves set by Wells Fargo). The Wells Fargo credit facility
includes various financial and other covenants with which the
Company has to comply to maintain borrowing availability and avoid
an event of default and penalties and other remedies available to
Wells Fargo. The Company has been in continuing default under its
Wells Fargo credit facility since September 27, 2008, by failing
to meet the financial covenant for income before income taxes.
Since July 2009, the Company has entered into four forbearance
agreements with Wells Fargo pursuant to which, among other things,
Wells Fargo agreed, subject to certain conditions, to refrain from
exercising remedies based on the specified past financial covenant
defaults until October 23, 2009, with various automatic extensions
that defer the maturity to November 30, 2009, provided the Company
adheres to certain conditions.
The Company undertook restructuring activities to raise cash to
enable it to repay its bank debt. In the Company's most recent
10-Q filing, management of the Company said it is engaged in
discussions with several different financing sources to provide
the Company with proceeds to repay in full its revolving line of
credit debt on or before November 30, 2009.
The conditions raise substantial doubt about the Company's ability
to continue as a going concern.
At September 30, 2009, the Company's consolidated balance sheets
showed $13.2 million in total assets, $9.8 million in total
liabilities, and $3.4 million in shareholders' equity.
Subsequent Events
As reported in the Troubled Company Reporter on December 7, 2009,
the Company, together with its subsidiaries, entered into an
Accounts Receivable and Inventory Security Agreement
on December 4, 2009, with First Community Financial, a division of
Pacific Western Bank, for a two-year revolving credit facility
collateralized by all of its personal property and those
of its subsidiaries.
Under the facility, the Company can borrow up to $4.5 million
(subject to a borrowing base which includes Eligible Accounts
Receivable and Eligible Inventory). The Eligible Inventory
sublimit included in the borrowing base, currently capped at
$1.5 million, shall be reduced by $200,000 per month beginning on
January 15, 2010, until such amount is reduced to $300,000.
Concurrently with the execution of the Accounts Receivable and
Inventory Security Agreement, the Company made an initial
borrowing thereunder in the amount of $2.0 million, which was used
to pay in full the outstanding balances of $1.7 million owed to
its then lender, Wells Fargo.
About Phoenix Footwear
Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories. Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R). These brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.
PHOENIX FOOTWEAR: Plans to Regain NYSE Amex Listing Compliance
--------------------------------------------------------------
Phoenix Footwear Group, Inc., previously disclosed it had received
a notice on October 9, 2009 from the NYSE Amex LLC, indicating
that as of its quarter ended July 4, 2009, the Company failed to
meet the continued listing standards of the NYSE Amex.
Specifically, the letter stated that the Company was not in
compliance with Section 1003(a)(ii) of the NYSE Amex Company
Guide, with stockholders' equity of less than $4,000,000 and
losses from continuing operations and/or net losses in three of
its four most recent fiscal years.
The Company was afforded the opportunity to submit a plan to the
NYSE Amex addressing how it intends to regain compliance with this
continued listing standard, and on November 9, 2009, the Company
presented its plan to the Exchange.
On December 24, 2009, the Company received notice from the
Exchange that it has accepted the Company's plan of compliance.
Accordingly, the Exchange has granted the Company an extension
until April 11, 2011 to regain compliance with its continued
listing standards. The Company will be subject to periodic review
by the Exchange Staff during the extension period. Failure to
make progress consistent with the plan or to regain compliance
with the continued listing standards by the end of the extension
period could result in the Company being delisted from the NYSE
Amex.
About Phoenix Footwear Group, Inc.
Headquartered in Carlsbad, California, Phoenix Footwear designs,
develops and markets branded footwear. Phoenix Footwear's brands
are Trotters(R), SoftWalk(R) and H.S. Trask(R). Emphasizing
quality, fit and traditional styling, these brands are primarily
sold through independent specialty retailers, online retailers,
catalogs and department stores. Phoenix Footwear Group, Inc., is
traded on the NYSE Amex under the symbol PXG.
PHOENIX WORLDWIDE: Court OKs Access to C3 Capital Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Phoenix Worldwide Industries, Inc., to:
-- use cash securing repayment of loan with C3 Capital
Partners, L.P., provided that the Debtor may exceed the line
item amounts by no more than 10%; and
-- grant adequate protection to C3 Capital.
The Court will consider further use of cash collateral beyond the
period covered at a hearing at the U.S. Courthouse, 51 SW 1st
Ave., Miami, Florida, Courtroom 1406, on January 27, 2010, at
10:00 a.m.
As reported in the Troubled Company Reporter on December 17, 2009,
the Debtor related that C3 Capital provided a $500,000 loan
and may assert an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.
The Debtor would use the cash collateral to meet certain critical
obligations, specifically a payment for utility service and an
adequate protection payment to the Debtor's mortgagee.
The Debtor would also use the cash collateral to pay $24,000
adequate protection payment to Zions First National Bank, and
$3,914 to Florida Power & Light.
As adequate protection, C3 Capital is granted replacement liens on
all postpetition property that is of the same nature and type of
its prepetition collateral.
About Phoenix Worldwide Industries
Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.
The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201). Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts. The Debtor
has assets and debts both ranging from $10 million to $50 million.
POLAROID CORP: Some of Acorn Capital's Counterclaims Survive
------------------------------------------------------------
WestLaw reports that the prong of a secured lender's counterclaim
seeking a declaratory judgment that it had a valid and enforceable
lien in the debtors' assets, based upon a security interest in
trademarks and associated rights that the debtors themselves
granted to the lender, could not be dismissed on a motion to
strike on the grounds that the counterclaim was redundant. It was
possible that the resolution of the debtors' claims against the
lender, which sought such relief as avoiding the lien as a
fraudulent transfer and the disallowance of the lender's claim,
would not entail a full adjudication of the lien's validity. In
re Polaroid Corp., --- B.R. ----, 2009 WL 4059076 (Bankr. D.
Minn.) (Kishel, J.).
Polaroid sued Acorn Capital Group, LLC (D. Minn. Adv. Pro. No. 09-
4031) seeking, among other relief, to avoid or otherwise nullify
the lender's liens. Acorn asserted a counterclaim for a
declaratory judgment that it has a valid and enforceable lien in
debtors' assets, derived from both its alleged direct and indirect
interest in assets. Polaroid moved to dismiss that counterclaim.
The Honorable Gregory F. Kishel dismissed that portion of the
counterclaim seeking a declaratory judgment that Acorn has a valid
and enforceable lien in Polaroid's assets, derived from its
asserted security interest in the assets of PAC Funding, LLC. The
remainder of Acorn's counterclaim survived.
Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products. Polaroid
filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D.
Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D.
Minn. Case No. 08-46617). PLR Acquistion LLC, a joint venture
composed of Hilco Consumer Capital L.P. and Gordon Brothers
Brands LLC, acquired most of Polaroid's assets -- including
the Polaroid brand and trademarks -- in May 2009. Debtor
Polaroid Corp. was renamed to PBE Corp. following the sale.
case was converted to Chapter 7 on Aug. 31, 2009, and
John R. Stoebner serves as the Chapter 7 Trustee.
PPA HOLDINGS: Has Until January 22 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California extended the exclusive periods of
PPA Holdings LLC, et. al., to file a Chapter 11 Plan until
January 22, 2010, and to solicit acceptances of that Plan until
March 23, 2010.
Irvine, California-based PPA Holdings LLC is in the real property
investment business.
The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353). Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel. The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.
QIMONDA NA: Wants Plan Filing Extended Until April 30
-----------------------------------------------------
Qimonda Richmond LLC and Qimonda North America ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend
their exclusive periods to file a Chapter 11 Plan, and to solicit
acceptances of that plan until April 30, 2010, and June 29, 2010,
respectively.
This is the Debtors' third request for an extension of the
exclusive periods.
The Debtors need additional time to resolve the Qimonda AG claims,
to liquidate their remaining assets and address pending material
claims.
Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA). The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs. Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.
Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009. On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).
Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG. QNA is also the parent company of Qimonda
Richmond LLC. QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589). Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors. Jones Day and Ashby & Geddes represent the
Committee. In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts. The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.
RAMSEY HOLDINGS: Asks for Court Okay to Access Cash Collateral
--------------------------------------------------------------
Ramsey Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Oklahoma to use the
cash collateral securing their obligation to their prepetition
lenders.
The party with an interest in the cash collateral is CIT Lending
Services Corp., as administrative and collateral agent under the
April 2007 Credit Agreement and amended in January 2008, on behalf
of the prepetition lenders.
John D. Dale, Esq., at GableGotwals, P.C., the attorney for the
Debtors, explains that the Debtors need the money to fund their
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/RAMSEY_budget.pdf
In exchange for using the cash collateral, the Debtors propose to
grant the Prepetition Agent replacement liens on any and all of
the Debtors' assets, and superpriority administrative expense
claim.
The Administrative Agent has filed an objection to the Debtors'
request to use cash collateral, saying that that the Agent and the
Pre-Petition Lenders are woefully undersecured. According to the
Administrative Agent, the Debtors fail to disclose that the value
of the collateral securing their obligations to the Agent and Pre-
Petition Lenders is millions of dollars less than the value of the
obligations owed to the parties.
Tulsa, Oklahoma-based Ramsey Holdings, Inc., filed for Chapter 11
bankruptcy protection on December 18, 2009 (Bankr. N.D. Okla. Case
No. 09-13998). The Company's affiliates -- Auto Crane Company;
Eskridge, Inc.; Ramsey Industries, Inc.; and Ramsey Winch Company
-- also filed for Chapter 11 bankruptcy protection. John D. Dale,
Esq., at Gable & Gotwals assists the Debtors in their
restructuring efforts. Ramsey Holdings listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.
RATHGIBSON INC: Court Approves Appointment of Fee Examiner
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
RathGibson Inc., et al., to appoint a fee examiner.
The Debtors and the Official Committee of Unsecured Creditors will
confer regarding the appointment of a fee examiner.
The Court also said that no interim nor final fee applications
will be considered prior to the review by the fee examiner and the
submission of a report to the Court.
Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.
Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line). In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.
RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors. Kelley Drye & Warren LLP serves as special corporate
counsel. Garden City Group is claims and notice agent. The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.
Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes. Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.
READER'S DIGEST: Court OKs CompassLearning Auction on Jan. 7
------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York:
(a) approved Reader's Digest Association Inc.'s bidding
procedures with stalking horse bid protections in connection
with the sale of their CompassLearning, Inc. business;
(b) approved the form and manner of notice of the Sale by
auction and sale hearing;
(c) approved the procedures for the assumption and assignment
of executory contracts and unexpired leases and noticing
and determining related cure amounts;
(d) scheduled:
* the Sale hearing for January 12, 2010;
* Sale objections deadline for January 7, 2010; and
* objection response deadline for January 11, 2010; and
(e) authorized, but not required, the one-time sale-related
incentive payments to certain non-insiders.
Judge Drain also set the preliminary bid deadline for
December 31, 2009, and qualified bid deadline for January 5, 2010.
The auction will be held on January 7, 2010.
Pursuant to an Asset Purchase Agreement dated November 30, 2009,
the Debtors will convey the CompassLearning assets for
$20.5 million cash to CompassLearning Acquisition Corporation, a
Delaware corporate formed by Marlin Equity II, L.P., unless it is
outbid at the auction.
Among the material terms of the APA are:
-- Purchase Price: $20,250,000. The total Purchase Price is
$43,184,290, if including assumed liabilities;
-- Deposit: $1,500,000 deposited into escrow account by Buyer
upon execution of the APA;
-- Bid Protections Break-Up Fee: $607,500, an amount equal to
3% of the Initial Purchase Price of $20,250,000;
-- Reimbursable Expenses: up to a cap of $300,000;
-- Liabilities that will be assumed by the Stalking Horse
Bidder, include (i) liabilities relating exclusively to
Buyer's ownership or operation of the Business or Acquired
Assets that arise exclusively from events, facts or
circumstances that occur after the Closing, (ii) all
Current Liabilities, including liabilities for deferred
revenue, (iii) Transfer Taxes and certain Property Taxes,
and (iv) all Liabilities of the Business for payroll,
vacation and sick leave, accrued in respect of the Covered
Employees incurred in the Ordinary Course of Business and
only to the extent reflected on the Final Balance Sheet;
-- Buyer will grant all Transferred Employees credit after the
Closing for continuous service with Sellers prior to the
losing for purposes of participation and vesting and, in
the case of any Buyer severance plan or program, benefit
accruals under any Buyer Plan. The Debtors are not be
responsible for any severance payment liabilities; and
-- Sale proceeds will be available (i) to pay costs and
expenses incurred in connection with the Sale, (ii) for
general corporate purposes, and (iii) to pay for the
administration of the bankruptcy cases through and until
confirmation of the Plan, subject to the terms of the
Credit and Guarantee Agreement, among the Debtors, J.P.
Morgan Chase Bank, N.A., as agent and certain lenders.
A full-text copy of the CompassLearning APA is available for free
at http://bankrupt.com/misc/RDA_CompassLearning_APA_120309.pdf
About The Reader's Digest Association
RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content. With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries. It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year. Its global headquarters are in Pleasantville, N.Y.
Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.
Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire
& Co, LLC, is financial advisor. AlixPartners, LLC, is
restructuring consultant. Kurtzman Carson Consultants is notice
and claims agent.
The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.
Bankruptcy Creditors' Service, Inc., publishes Reader's Digest
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Reader's Digest and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
READER'S DIGEST: Has Settlement for SG Chappaqua Lease Dispute
--------------------------------------------------------------
The Reader's Digest Association, Inc., and its Debtor-affiliates
ask the Court to approve their separate stipulations and
settlement agreements with SG Chappaqua A LLC and SG Chappaqua B
LLC.
The Debtors currently maintain their primary corporate
headquarters in Pleasantville, New York, where the Debtors occupy
four buildings under two separate lease agreements with SGA and
SBB. As part of their long-term strategic business planning
efforts, and in anticipation of the Chapter 11 cases, the Debtors
decided to transfer and consolidate their operations to two new
locations in New York City and in White Plains. Thus, the Debtors
determined and sought the Court's authority to enter into the New
Leases and to reject the Pleasantville Leases. SG Chappaqua
objected to that request.
The Debtors believe it will take several months lead time after
the anticipated Plan confirmation date to transition their
employees, personal property and business records out of the
Pleasantville Leases premises and into their new leased space.
The Debtors' management believes that these logistical issues may
require the Debtors to remain in possession at the Pleasantville
Leases premises for some time. To facilitate their transition to
the New Lease properties and minimize disruption to their
operations, the Debtors, therefore, wish to remain in possession
of the Pleasantville property post-rejection.
Faced with significant costs in anticipation of ongoing litigation
related to the dispute between the Debtors and SG Chappaqua, and
in an effort to resolve issues with respect to rejection of the
Pleasantville Leases and entry into the New Leases, principals for
the Debtors and SG Chappaqua negotiated and have reached separate
settlement agreements.
Among other things, the Settlement Agreements provide the Debtors
with necessary flexibility to utilize the bankruptcy process to
reject the Pleasantville Leases while allowing them sufficient
time to remain in the premises to transition their operations to
the New Lease premises efficiently and in an orderly fashion,
which is essential to avoid disruption to the Debtors' businesses.
The Settlement Agreements also allow the Debtors and their
bankruptcy estates to avoid the delay, expense and disruption that
would arise from further litigation of a number of issues between
the Debtors and SG Chappaqua that threaten to be highly
contentious.
Under the Settlement Agreements, the Debtors will reject the
Pleasantville Leases and all related agreements effective as of
the Effective Date. The Pleasantville Leases will be "deemed"
rejected effective as of the Plan Effective Date.
The Debtors will promptly and in good faith reconcile with SG
Chappaqua A and SG Chappaqua B the amounts of the landlords'
unsecured claims. Unless the parties agree otherwise, the Debtors
agree that (i) SG Chappaqua A will have a Class 5 Other General
Unsecured Claim solely for voting purposes in connection with the
Plan in the amount of $17,039,438, and (ii) SG Chappaqua B will
have a Class 5 Other General Unsecured Claim solely for voting
purposes in connection with the Plan in the amount of $7,086,557.
The Debtors also agree that SG Chappaqua B will have an Allowed
Administrative Claim for $45,682, plus an additional $11,420 per
month, pro-rated for any partial period, to the extent that the
Plan Effective Date occurs after January 30, 2010, on account of
unpaid postpetition additional rent under the B Lease, which
Allowed Administrative Claim will be paid by the Debtors to SG
Chappaqua B on the Plan Effective Date.
James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, discloses that the Debtors own four parcels on the
Pleasantville Lease campus, which they will convey to SG Chappaqua
B by fee simple deed, free and clear of liens, claims and
interests pursuant to Section 363 of the Bankruptcy Code. The
Debtors will also assume and assign to SG Chappaqua B the lease
related to a certain portion of the Option Parcels between RDA and
Barry Rothberg with respect to the premises at 21 Roaring Brook
Road, in Chappaqua, New York.
About The Reader's Digest Association
RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content. With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries. It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year. Its global headquarters are in Pleasantville, N.Y.
Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.
Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire
& Co, LLC, is financial advisor. AlixPartners, LLC, is
restructuring consultant. Kurtzman Carson Consultants is notice
and claims agent.
The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.
Bankruptcy Creditors' Service, Inc., publishes Reader's Digest
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Reader's Digest and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
READER'S DIGEST: Plan Exclusivity Extended Until Feb. 22
--------------------------------------------------------
Bankruptcy Judge Robert Drain extended Reader's Digest Association
Inc.'s deadline within which they may exclusively:
(i) file a reorganization plan through February 22, 2010, and
(ii) the period within which they may solicit acceptances of
that Plan through April 22, 2010.
Reader's Digest has filed a proposed Chapter 11 plan. The Plan
would reduce funded debt by 75% to $555 million while providing a
53% to 63% percent recovery to first-lien lenders owed $1.65
billion by giving them a new $300 million second-lien loan and all
the new stock. Holders of unsecured trade claims will receive
full recovery. Other general unsecured creditors are to receive a
2.5% to 2.7% recovery from a $3 million cash reserved for their
$115 million in claims.
Clean and blacklined copies of the Second Amended Plan and
Disclosure Statement are available for free at:
http://bankrupt.com/misc/RDA_2ndAmended_Plan_Blacklined.pdf
http://bankrupt.com/misc/RDA_2ndAmended_DS_Blacklined.pdf
About The Reader's Digest Association
RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content. With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries. It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year. Its global headquarters are in Pleasantville, N.Y.
Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.
Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire
& Co, LLC, is financial advisor. AlixPartners, LLC, is
restructuring consultant. Kurtzman Carson Consultants is notice
and claims agent.
The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.
Bankruptcy Creditors' Service, Inc., publishes Reader's Digest
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Reader's Digest and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
REVLON INC: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Revlon, Inc., is a
borrower traded in the secondary market at 97.46 cents-on-the-
dollar during the week ended Thursday, Dec. 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal. This represents an increase of 0.68 percentage
points from the previous week, The Journal relates. The Company
pays 400 basis points above LIBOR to borrow under the loan
facility, which matures on Dec. 20, 2011. The bank debt carries
Moody's Ba3 rating and Standard & Poor's B+ rating. The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Dec. 31, 2009.
Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company. The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).
At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency. At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.
RHI ENTERTAINMENT: Receives Nasdaq Listing Deficiency Notice
------------------------------------------------------------
RHI Entertainment, Inc., disclosed that on December 24, 2009, it
received notice from The Nasdaq Stock Market indicating that, for
30 consecutive business days, the Company's common stock failed to
maintain a minimum Market Value of Publicly Held Shares of
$5,000,000 as required by Listing Rule 5450 (b)(1)(C) and did not
maintain a minimum bid price of $1.00 per share as required by
Listing Rule 5450(a)(1). Neither notice results in an immediate
delisting of the Company's common stock from Nasdaq.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company is
provided a grace period of 90 calendar days, or until March 24,
2010, to regain listing compliance with rule 5450(b)(1)(C). To
regain compliance, the Company's MVPHS needs to close at
$5,000,000 or more for a minimum of 10 consecutive business days.
The Company may apply for transfer of its common stock to The
Nasdaq Capital Market prior to the expiration of the 90-day grace
period if it satisfies all of the requirements for initial listing
on The Nasdaq Capital Market as set forth in Listing Rule 5505.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
is also provided a grace period of 180 calendar days, or until
June 22, 2010, to comply with Listing Rule 5450 (a)(1). If at
anytime during this grace period the bid price of the Company's
common stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, Nasdaq will provide the Company written
confirmation of compliance. If the Company does not regain
compliance under Listing Rule 5450(b)(1)(C) within the grace
period of 180 days, Nasdaq will provide written notification to
the Company that its common stock may be delisted. At that time,
the Company may apply for the transfer of its common stock to The
Nasdaq Capital Market prior to the delisting date if it satisfies
all of the requirements, other than minimum bid price, for initial
listing on The Nasdaq Capital Market as set forth in Listing Rule
5505. If the Company elects to apply for such transfer, and the
application is approved, the Company would be eligible for an
additional 180 calendar day grace period.
At this time, neither notification has any effect on the listing
of the Company's common stock on Nasdaq and the Company's common
stock will continue to trade on Nasdaq under the symbol RHIE. The
Company is evaluating all of its options following receipt of
these notifications and intends to work diligently to attempt to
retain listing of its common stock on Nasdaq.
About RHI Entertainment
RHI Entertainment, Inc. develops, produces and distributes
made-for-television movies, miniseries and other television
programming worldwide, and is the leading provider of new long-
form television content in the United States. Under the
leadership of Robert Halmi, Sr. and Robert Halmi, Jr., RHI has
produced and distributed thousands of hours of quality television
programming, and RHI's productions have received more than 100
Emmy Awards. In addition to the development, production and
distribution of new content, RHI owns rights to over 1,000 titles
comprising more than 3,500 broadcast hours of long-form television
programming, which are licensed to broadcast and cable networks
and new media outlets globally.
RIDGEVIEW HEIGHTS: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ridgeview Heights, LLC
8521 Windolyn Circle North
Bartlett, TN 38133
Bankruptcy Case No.: 09-14692
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Middle District of Tennessee (Nashville)
Debtor's Counsel: Paul E. Jennings, Esq.
805 South Church Street, Suite 3
Murfreesboro, TN 37130
Tel: (615) 895-7200
Fax: (615) 895-7294
Email: paulejennings@bellsouth.net
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $1,000,001 to $10,000,000
The petition was signed by Victor Bishara, the company's managing
member.
Debtor's List of 9 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Dale & Associates Unknown
516 Heather Place
Nashville, TN 37204
Kencorp, Inc. $24,879
225 Fiberglass Drive
Mount Juliet, TN 37122
Metropolitan Trustee Property Tax Unknown
Real Property Tax
Department
PO Box 305012
Nashville, TN 37230-5012
Planning Design & Research $20,323
Engineering I
T. Chad White, Esquire $20,000
Thornton's Inc. Unknown
10101 Linn Station,
Suite 200
Louisville, KY 40223
TN Dept of Revenue Franchise and $36,402
c/o TN Attorney General's Excise tax
Off, B/R Divis
PO Box 20207
Nashville, TN 37202-0207
Water Quality & Erosion $5,720
Control
Weldon Homes, LLC $34,618
c/o Trey Cain, Esquire
RITE AID: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 87.85
cents-on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.70
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
loan facility, which matures on May 25, 2014. The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S. The Company operates more than 4,900 stores in 31 states
and the District of Columbia.
As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's affirmed Rite Aid's 'Caa2' corporate family and
probability of default ratings. Standard & Poor's also affirmed
the 'B-' corporate credit rating, and the outlook is stable.
ROPER BROTHERS: Wants to Use Wells Fargo's Cash Collateral
----------------------------------------------------------
Roper Brothers Lumber Company, Inc., has sought approval from the
Hon. Kevin Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia to use Wells Fargo Bank, National
Association's cash collateral.
Roy M. Terry, Jr., Esq., at Durrettebradshaw PLC, the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties. The Debtor will
use the collateral pursuant to a weekly budget, a copy of which is
available for free at
http://bankrupt.com/misc/ROPER_BROTHERS_budget.pdf
In exchange for using the cash collateral, the Debtors propose to
grant Wells Fargo replacement liens on in all post-petition assets
of the Debtor to protect the lender from the diminution in value
of the collateral. Wells Fargo will have an allowed super-
priority administrative expense claim. The Adequate Claim will be
senior to and with priority over all costs and expenses of
administration of the Debtor's bankruptcy cases that are incurred
under any provision of the Bankruptcy Code. Wells Fargo will be
entitled to receive these adequate protection payments from the
Debtor:
1. Accrual and Payment of Interest. The Pre-Petition
Obligations will bear interest at the default interest
rate, and be due and payable (and paid), as set forth in,
and in accordance with the terms and conditions of the
Interim Order and the Pre-Petition Loan Documents, in each
case without further notice, motion or application to,
order of, or hearing before, the Court;
2. Indemnification and Payment of Fees, Costs and Expenses.
The Debtor will pay on demand all fees, costs, expenses
and other charges payable under the terms of the Pre-
Petition Loan Agreements.
3. Payment of Treasury Services Expenses. The Debtor will
pay all fees, costs and expenses charged or incurred by
Wells Fargo or any of its affiliates in connection with
the cash management system as and when such fees become
due.
The Debtor also asks the Court to schedule a hearing to consider
entry of the final order and final approval of the Debtor's motion
on January 28, 2010, at 10:00 a.m.
Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).
Elizabeth L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry,
Jr., Esq., at DurretteBradshaw, PLC, assist the Company 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.
SALLY BEAUTY: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Sally Beauty is a
borrower traded in the secondary market at 94.84 cents-on-the-
dollar during the week ended Thursday, Dec. 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal. This represents an increase of 0.39 percentage
points from the previous week, The Journal relates. The Company
pays 250 basis points above LIBOR to borrow under the loan
facility, which matures on Nov. 18, 2013. The bank debt carries
Moody's B1 rating and Standard & Poor's BB rating. The debt is
one of the biggest gainers and losers among 166 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Dec. 31, 2009.
Denton, Texas-based Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies with
revenues of more than $2.6 billion annually. Through the Sally
Beauty Supply and Beauty Systems Group businesses, the Company
sells and distributes through over 3,700 stores, including
approximately 200 franchised units, throughout the United States,
the United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Japan, Ireland, Spain and Germany. Sally Beauty Supply stores
offer more than 6,000 products for hair, skin, and nails through
professional lines such as Clairol, L'Oreal, Wella and Conair, as
well as an extensive selection of proprietary merchandise. Beauty
Systems Group stores, branded as CosmoProf or Armstrong McCall
stores, along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.
The Company posted net earnings of $31,489,000 for the three
months ended June 30, 2009, from net earnings of $29,359,000 for
the same period a year ago. The Company posted net earnings of
$72,143,000 for the nine months ended June 30, 2009, from net
earnings of $56,098,000 for the same period a year ago.
At June 30, 2009, the Company had $1,464,897,000 in total assets
and $2,110,057 in total liabilities, resulting in $650,695,000 in
stockholders' deficit.
SAN DIEGO HISTORIC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: San Diego Historic Old City Hall, LLC
350 E. Virginia, Ste. 100
Phx, AZ 85004
Bankruptcy Case No.: 09-33561
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Debtor's Counsel: Thomas E. Littler, Esq.
Warnicke & Littler, P.L.C.
1411 N. Third St.
Phoenix, AZ 85004
Tel: (602) 256-0400
Fax: (602) 256-0345
Email: administrator@warnickelittler.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
2 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/azb09-33561.pdf
The petition was signed by A. Leon Herrick, manager/member of the
Company.
SIDELINE: Employees Receive Paychecks
-------------------------------------
According to News Channel 8, several workers affected by the
closing The Sideline received paychecks on Tuesday, saying they
made it through holiday despite the Company owing some of them
hundreds of dollars.
The Sideline operates a restaurant that opened in January 2008.
The company filed for Chapter 11 bankruptcy in June and listed
assets of $136,900 and liabilities of $5.5 million.
SIMMONS BEDDING: Financiers Urge Chinese Firms to Bid
-----------------------------------------------------
Furniture Today reports that a group of financiers encourages
Chinese bidders to surpass the arranged deal for Simmons.
According to China Daily, two Chinese furniture producers from
Guangdong province and a bedding company from Shanghai may bid for
the company's assets.
About Simmons Bedding
Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company. All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries. Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.
The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Del. Case No. 09-14037). The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.
Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.
SKI MARKET LTD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Ski Market Ltd., Inc.
dba St. Moritz, Underground Snowboard, P-51
dba National Ski & Bike
dba National Ski Wholesalers
dba Sports Replay
466 Washington Street
Wellesley, MA 02481
Bankruptcy Case No.: 09-22502
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Henry J. Boroff
Debtor's Counsel: Joseph H. Baldiga, Esq.
MIRICK, O'CONNELL, Demallie, LOUGEE
100 Front Street
Worcester, MA 01608
Tel: (508)791-8500
Email: jbaldiga@mirickoconnell.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A list of the Company's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mab09-22502.pdf
The petition was signed by Andrew Ferguson, president of the
company.
SPANSION INC: Court Declines to Appoint Equity Committee
--------------------------------------------------------
Bankruptcy Judge Kevin Carey has denied the motion for appointment
of an Official Committee of Equity Security Holders.
Judge Carey has concluded that the Ad Hoc Equity Committee of
Equity Security Holders did not sustain its burden of proof that
there is substantial likelihood that equity security holders will
receive a distribution in the Debtors' cases. Judge Carey
further concluded that the equity security holders are adequately
represented in Spansion's bankruptcy case without the need for an
"official" committee and, if they make a substantial contribution
in the Debtors' case, there exists a remedy under Section
503(b)(3)(D) of the Bankruptcy Code
The Court has ordered to seal and redact certain exhibits and
transcript of the November 30, 2009 hearing on the Motion to
Appoint an Equity Security Holders Committee.
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: Has Nod for 2nd Amendment to Remarketing Pact
-----------------------------------------------------------
At the behest of Spansion Inc. and its units, the Bankruptcy
Court:
(a) approved a second amendment to their remarketing
agreement with Macquarie Electronics USA, Inc.;
(b) approved a Sales-Transfer Agreement with Elpida Memory
Inc.;
(c) authorized the sale of four surplus pieces of equipment the
Debtors no longer need to Elpida or another bidder or
bidders who submit a higher bid in accordance with
bidding procedures, free and clear of liens, claims,
encumbrances and interests; and
(d) approved the bidding procedures.
The Debtors and Macquarie executed the Second Macquarie Amendment
to include additional pieces of surplus equipment to be marketed
by Macquarie. Among the new pieces of equipment added to the
Second Amendment are ET64 and DV47, which make up the remaining
two pieces of Equipment subject to the Motion.
The four tools which make up the Equipment to be sold to Elpida
or a higher bidder are known as WS41, DV47, ET64 and WS38.
The Debtors note that due to confidentiality agreements, they may
not publicly disclose the original purchase price for each piece
of Equipment.
The Debtors tell the Court that the Equipment are pieces of
technical equipment that may only be used for a narrow purpose
and are used in the business operations of only a limited number
of companies.
The proposed purchase price for the Equipment being sold are:
Proposed
Equipment Purchase Price
--------- --------------
WS41 $850,000
DV47 500,000
ET64 650,000
WS38 600,000
According to the Debtors, the Float Rate Noteholders are secured
by a first priority lien on the Equipment. Bank of America,
N.A., has a second priority lien on the Equipment. The Debtors
relate that they are endeavoring to obtain the consent of the Ad
Hoc Consortium of Holders of FRNs and Bank of America, N.A. to
the sale.
The Debtors believe that the offer from Elpida represents the
highest and best bid for each piece of Equipment because there
are only limited number of entities who have a need for the
Equipment. Nevertheless, the Debtors propose to accept higher
and better bids for each individual piece of the Equipment up to
12:00 p.m., on December 11, 2009.
Bid Procedures
The Debtors propose to allow any interested party to submit
higher and better bids for the Equipment. To be accepted as a
higher and better bid, any competing bid must, prior to the
Bidding Deadline:
(a) provide a binding written offer to the Debtors to purchase
a piece of Equipment, identifying which pieces of
Equipment will be purchased, and which binding written
offer must be in substantially the form of the STA, with
any changes clearly marked;
(b) provide a purchase price in cash for any piece of
Equipment that is at least $50,000 more than the Proposed
Purchase Price for that piece of Equipment; and
(c) provide evidence acceptable to the Debtors in their
reasonable discretion of that bidder's ability to pay the
purchase price and close within the same timeframe as set
forth in the STA.
In the event at least one bid satisfying the requirements is
received by the Bidding Deadline, the Debtors will conduct an
auction starting 9:00 a.m. at the offices of Duane Morris LLP, in
Wilmington, Delaware.
A hearing will be held on December 15, 2009, regarding the second
amendment to the Remarketing Agreement with Macquarie Electronics
USA, Inc., the sale of certain equipment free and clear of all
liens, claims, encumbrances and other interests, and the Debtors'
entry into a Sales-Transfer Agreement with Elpida Memory Inc., or
a higher bidder and approval of the bidding procedures.
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: Has Nod to Reimburse Silver Lake for $350,000
-----------------------------------------------------------
Pursuant to Spansion Inc. and its units' First Amended Joint Plan
of Reorganization dated November 25, 2009, Spansion may offer to
the holders of Class 5 Allowed Claims the right to purchase shares
of New Spansion Common Stock with an equity value of up to
$150 million in proportion to their Allowed Class 5 Claims.
Each Rights Offering Participant would have the right to elect to
participate in the Rights Offering and purchase all but not less
than all of its pro rata share of the New Spansion Common Stock.
According to the Debtors, Silver Lake Sumeru, L.P., would
potentially provide a standby commitment pursuant to which Silver
Lake would agree to purchase all shares of New Spansion Common
Stock offered pursuant to the Rights Offering but not otherwise
subscribed for by the Rights Offering Participants.
Silver Lake requires that, whether or not the Rights Offering is
consummated, Spansion pay or reimburse the actual, reasonable
fees and expenses of Silver Lake associated with its due
diligence up to $350,000.
Silver Lake Sumeru, L.P., is one of a consortium of private
equity investment firms organized by Silver Lake Partners, a U.S.
based, private equity firm focused exclusively on large-scale
investing in technology and related growth industries.
Thus, the Debtors sought and obtained the Court's authority to
reimburse Silver Lake for actual, reasonable expenses associated
with its due diligence undertaken in connection with its role in
the proposed Rights Offering for $350,000.
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 COMMERCIAL: Posts $1,003,402 Net Loss in Fiscal 2nd Qrtr
---------------------------------------------------------------
Sparta Commercial Services, Inc. reported a net loss of $1,003,402
on total revenues of $188,546 for the three months ended
October 31, 2009, compared with a net loss of $997,973 on total
revenues of $301,049 for the corresponding period last year.
The increase in net loss for the three month interim period ended
October 31, 2009, was attributable primarily to a $112,503 or
37.4% decrease in revenue which was not offset by a 6.7% decrease
in operating expenses and a 14% decrease in interest expense and
financing costs.
For the six months ended October 31, 2009, the Company reported
total revenues of $405,350 and a net loss of $1,997,858, compared
to total revenues of $695,969 and a net loss of $2,707,016 for the
corresponding period last year.
Balance Sheet
At October 31, 2009, the Company had $3,758,610 in total assets
and $5,891,380 in total liabilities, resulting in a $2,132,770
shareholders' deficit.
A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4cd0
Going Concern Doubt
During the period October 1, 2001 (date of inception) through
October 31, 2009, the Company incurred loss of $29,164,766.
"These factors among others may indicate that the Company will be
unable to continue as a going concern for a reasonable period of
time."
About Sparta Commercial
Sparta Commercial Services, Inc. (OTC BB: SRCO) --
http://www.spartacommercial.com/-- is a New York-based,
nationwide financial services company dedicated to the powersports
industry, offering financing and leasing products to consumers and
retail powersports dealers, as well as a variety of commercial
products for governmental agencies that require motorcycles and
other equipment for law enforcement activities.
SPRINT NEXTEL: Amends CFO Robert Brust's Employment Agreement
-------------------------------------------------------------
Sprint Nextel Corporation and Robert H. Brust, Chief Financial
Officer of the Company, on December 22, 2009, entered into an
amendment to Mr. Brust's employment agreement. The amendment is
designed to provide certain benefits up to an additional year
following the initial two-year term of Mr. Brust's agreement while
the Company hires and transitions responsibilities to a new chief
financial officer.
The amendment provides for:
-- contingent on Mr. Brust's continued employment on the
dates, a cash bonus of $50,000 as soon as reasonably
practicable after the first day of each month beginning on
May 1, 2010 and ending on April 1, 2011;
-- contingent on his continued employment as of such time, a
long term incentive award target opportunity of $3 million
to be granted at the same time as long term incentive
award grants are made to the Company's other senior
executives, allocated equally in value in stock options
and restricted stock units all of which will vest May 1,
2012, subject to compliance with non-compete and non-
solicitation covenants that are extended as of the
effective date of such grants to 24 months following Mr.
Brust's termination;
-- the imposition of a six month maximum on Mr. Brust's
severance payment period; and
-- due to the change in severance payment period, contingent
on Mr. Brust's being employed by the Company as of May 1,
2010, vesting on May 1, 2011 of the unvested portion of
his Sign-On Option Award and Sign-On RSU Award.
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 and Standard & Poor's Ratings Services' BB issuer
credit rating.
SPRINT NEXTEL: Discloses Equity Stake in Clearwire Corp.
--------------------------------------------------------
Sprint Nextel Corporation and Sprint HoldCo, LLC, disclosed they
may be deemed to beneficially own 531,724,348 shares or roughly
73.0% of the Class A common stock of Clearwire Corporation.
The Sprint Entities also hold 531,724,348 shares or roughly 71.5%
of Clearwire's Class B common stock.
A full-text copy of Sprint's Schedule 13 D/A is available at no
charge at http://ResearchArchives.com/t/s?4cb9
In November 2008, Sprint closed a transaction with Clearwire and
its subsidiary Clearwire Communications LLC to combine Sprint's
next-generation wireless broadband businesses. At closing, Sprint
contributed assets with a carrying value of $3.3 billion,
including its 2.5 gigahertz spectrum and Worldwide
Interoperability for Microwave Access related assets which,
together with Clearwire's existing business and cash contributions
from other investors, is being used to build and operate a next-
generation wireless broadband network that will provide entire
communities with high-speed residential and mobile Internet access
services and residential voice services.
As part of the arrangement, Sprint entered into various agreements
with Clearwire, including mobile virtual network operator
agreements under which Clearwire can purchase 3G CDMA, mobile
voice and data communication services from Sprint for resale to
end users and Sprint can purchase 4G wireless broadband services
for resale to Sprint's end users. Amounts under these agreements,
as well as Clearwire's revenue, were not yet material during the
first nine-months of 2009 as Clearwire continues the build-out of
its 4G network.
In conjunction with the transaction, Clearwire agreed to reimburse
Sprint for certain cash expenditures incurred prior to the closing
of the transaction in the amount of $388 million. Approximately
$213 million was paid by Clearwire during 2008 and the remaining
$175 million was provided through a variable interest bearing
note, maturing in May 2011. The reimbursement was accounted for
as a reduction to the initial investment in Clearwire.
During the quarter ended December 31, 2008, Sprint recognized a
pre-tax gain within equity of $684 million ($424 million after
tax) related to the difference between Sprint's share of
Clearwire's net assets upon close and the carrying value of the
net assets Sprint contributed to Clearwire. Equity in losses of
unconsolidated investments and other, net was $587 million for the
nine months ended September 30, 2009, substantially all of which
represents Sprint's proportionate share of Clearwire's net loss
and a pre-tax loss of $154 million ($96 million after tax)
representing the finalization of ownership percentages, which was
subject to change based on the trading price of Clearwire stock
during the 90 days subsequent to close.
In its quarterly report on Form 10-Q for the period ended
September 30, 2009, Sprint said as a result of the Clearwire
transactions, Sprint owns a 51% non-controlling interest in
Clearwire, in the form of 370 million shares of Class B common
stock in Clearwire Corporation and 370 million Class B common
interests in Clearwire Communications LLC, for which the carrying
value as of September 30, 2009 totaled $3.4 billion. Each share
of Clearwire Class B common stock, together with one Clearwire
Communications Class B common interest, is exchangeable for one
share of Clearwire Corporation's Class A common stock, a publicly
traded security. Sprint's investment in Clearwire represents
$9.28 per share based on the assumed exchange of Sprint's Class B
ownership interests for Class A common shares. The market price
of Clearwire's publicly traded stock was $8.13 per share as of
September 30, 2009.
Sprint said its investment in Clearwire is part of Sprint's long-
term plan to participate in the 4G wireless broadband market, and
to benefit from Clearwire's advantaged position in that market.
Clearwire is continuing to execute its business plan, including
building its 4G wireless broadband network, and Clearwire, Sprint
and other investors are beginning to offer 4G products utilizing
that network. Sprint said it does not intend to sell this
investment in the foreseeable future, and recoverability of its
investment is not affected by short-term fluctuations in
Clearwire's stock price. Sprint said it continues to believe the
decline in Clearwire's stock price is temporary, and expects the
stock price to eventually recover to at least a level equivalent
to Sprint's investment, and to recover fully the carrying value of
the investment.
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 and Standard & Poor's Ratings Services' BB issuer
credit rating.
ST JOSEPH'S: Files for Bankruptcy to Avert Foreclosure
------------------------------------------------------
Pam Allen at Business Review reports that St. Joseph's Housing
Corp. filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court
in Albany, New York, to prevent JP Morgan Chase Bank from
foreclosing on 15 properties and Capital Affordable Housing
Funding from selling four other properties in a closure sale
scheduled for some time in January.
The Company listed $6.3 million in assets and $1.4 million in
debt. The Company said it owes $502,400 to JP Morgan; $200,000,
Capital Affordable; $509,700, Albany Water Board; $3,000 to Albany
Community Development Agency; and $800, A. Philips Hardware, she
notes.
Based in Albany, New York, St. Joseph's Housing Corp. is a real
estate developer.
STARPOINTE ADERRA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Starpointe Aderra Condominiums Limited Partnership
8135 E. Indian Bend Rd., Suite 101
Scottsdale, AZ 85250
Bankruptcy Case No.: 09-33625
Type of Business:
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Debtor's Counsel: Warren J. Stapleton, Esq.
Osborn Maledon
2929 N. Central Avenue, Suite 2100
Phoenix, AZ 85012
Tel: (602) 640-9354
Fax: (602) 640-2088
Email: wstapleton@omlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Robert A. Lyles.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
CMS Fund Advisers LP $1,121,253
308 E. Lancaster Avenue,
Suite 300
Wynnewood, PA 19096-2145
CMS Investors, LP $747,811
308 E. Lancaster Avenue,
Suite 300
Wynnewood, PA 19096-2145
Starcon Construction Group, $555,463
LLC
8135 E. Indian Bend Rd.
Unit 101
Scottsdale, AZ 85250
Starpointe Communities VI, $146,900
LLC
Starpointe Biagio $94,000
Condominiums LP
BDO Dunwoody LLP $25,616
Schick Design Group, LLC $18,625
Servpro of Ahwatukee & $10,637
South Tempe
Double D Drywall $5,448
Airpark Signs & Graphics $4,580
Squire, Sanders & Dempsey $4,392
LLP
Patrick Mathers $4,054
Wallcoverings
MHC $2,972
S&SJ LLC Property Services $2,410
NP Mechanical, Inc. $1,400
Heritage Window Coverings $1,198
of AZ Inc.
Motivational Systems Inc. $758
Roy Dunn Environmental $754
Services LLC
Vaultware $750
Panoramic Window & Screen $664
LLC
SUNGARD DATA: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
95.81 cents-on-the-dollar during the week ended Thursday, Dec. 31,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal. This represents an increase
of 0.63 percentage points from the previous week, The Journal
relates. The Company pays 362.5 basis points above LIBOR to
borrow under the loan facility, which matures on Feb. 28, 2016.
The bank debt carries Moody's Ba3 rating and Standard & Poor's BB
rating. The debt is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Dec. 31, 2009.
SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector. SunGard also provides disaster recovery/business
continuity services through its Availability Services division.
As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.
Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.
SUNGARD DATA: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
94.27 cents-on-the-dollar during the week ended Thursday, Dec. 31,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal. This represents an increase
of 0.66 percentage points from the previous week, The Journal
relates. The Company pays 375 basis points above LIBOR to borrow
under the loan facility, which matures on Feb. 28, 2014. The
bank debt is not rated by Moody's while it carries Standard &
Poor's BB rating. The debt is one of the biggest gainers and
losers among 166 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Dec. 31, 2009.
SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector. SunGard also provides disaster recovery/business
continuity services through its Availability Services division.
As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.
Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.
SUNOVIA ENERGY: Posts $4,789,598 Net Loss in October 31 Quarter
---------------------------------------------------------------
Sunovia Energy Technologies, Inc., reported a net loss of
$4,789,598 on net sales of $240,871 for the three months ended
October 31, 2009, compared with a net loss of $2,912,017 on net
sales of $310,823 for the same period ended October 31, 2008.
Interest expense from the settlement of convertible debentures was
$1,296,078 for the quarter ended October 31, 2009. There were no
such expenses for the quarter ending October 31, 2008. The
Company entered into an arrangement that was convertible into
stock at a discount, which triggered the expense.
Balance Sheet
At October 31, 2009, the Company reported total assets of
$4,834,776, total liabilities of $1,948,793, and total
stockholders' equity of $2,885,983.
The Company's consolidated balance sheets at October 31, 2009,
also showed strained liquidity with $850,387 in total current
assets available to pay $1,948,793 in total current liabilities.
A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4cd7
Going Concern Doubt
For the three months ended October 31, 2009, and 2008, the Company
has experienced losses of $4,789,598 and $2,912,017. As of
October 31, 2009, the Company also had a working capital
deficiency of $1,098,406.
The Company's independent auditors' review of the Company's
consolidated financial statements as of and for the three months
ended October 31, 2009, contains an explanatory paragraph stating
that the above conditions raise substantial doubt about the
Company's ability to continue as a going concern.
About Sunovia Energy
Based in Sarasota, Fla., Sunovia Energy Technologies, Inc.
(OTC BB: SUNV) -- http://www.sunoviaenergy.com/-- commercializes
and markets products within the light emitting diode (LED)
lighting and solar markets that reduce carbon emissions, promote
national security and preserve the environment. Sunovia owns the
exclusive marketing rights to products produced by EPIR
Technologies, Inc., including infrared sensors and devices for the
civilian and military night vision markets.
TARGA RESOURCES: Bank Debt Trades at Less Than 1% Off
-----------------------------------------------------
Participations in a syndicated loan under which Targa Resources,
Inc., is a borrower traded in the secondary market at 99.45 cents-
on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.71
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2012. The Company pays 500 basis
points above LIBOR to borrow under the facility. The bank debt is
not rated by Moody's and Standard & Poor's. The debt is one of
the biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 31, 2009.
Targa Resources, Inc. -- http://www.targaresources.com/-- is a
provider of midstream natural gas and natural gas liquid services
in the United States. The Company provides these services through
its integrated platform of midstream assets. Its gathering and
processing assets are located in the Permian Basin in west Texas
and southeast New Mexico, the Louisiana Gulf Coast primarily
accessing the offshore region of Louisiana, and, through Targa
Resources Partners LP, the Fort Worth Basin/ Bend Arch in north
Texas, the Permian Basin in west Texas and the onshore region of
the Louisiana Gulf Coast. Its NGL logistics and marketing assets
are located primarily at Mont Belvieu and Galena Park near
Houston, Texas and in Lake Charles, Louisiana, with terminals and
transportation assets across the United States.
TELIPHONE CORP: KBL LLP Raises Going Concern Doubt
--------------------------------------------------
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements as of and for the
years ended September 30, 2009, and 2008.
"The Company has sustained operating losses and significant
working capital deficits in the past few years, and has commenced
profitable operations during this past year. The lack of
profitable operations in the past and the need to continue to
raise funds raise significant doubt about the Company's ability to
continue as a going concern."
The Company reported net income of $102,351 on revenues of
$2,710,680 for the year ended September 30, 2009, compared with a
net loss of $187,656 on revenues of $1,215,570 for the year ended
September 30, 2008.
The principal reasons for company's net income for the year ended
September 30, 2009, are the continued decreasing costs of
operating the Company's VoIP network in Canada and the increase in
gross margin acquired through the acquisition of customers of
Orion Communications Inc.
Balance Sheet
At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $1,481,786, total liabilities of
$1,290,416, and total stockholders' equity of $191,370.
The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $615,047 in total current
assets available to pay $1,219,588 in total current liabilities.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4cdb
About Teliphone Corp.
Based in Miami Beach, Fla., Teliphone Corp. (OTC BB: TLPH)
provides broadband telephone services utilizing its voice over
Internet protocol (VoIP) technology platform in Canada. The
company was founded in 2004 and is based in Montreal, Canada.
TELKONET INC: Relocates Offices From Germantown to Milwaukee
------------------------------------------------------------
In a regulatory filing dated December 28, 2009, Telkonet, Inc.,
disclosed its intention to move its main office from Germantown,
Maryland to Milwaukee, Winconsin.
The Company disclosed that this transition is part of an ongoing
focus to competitively position the Company within the $50 billion
SmartGrid and Clean Technology industries while achieving
favorable cost reductions. This completes the Company's corporate
strategy to consolidate the Telkonet and EthoStream businesses
into a single location. Also as part of the corporate
restructuring, the Company has announced that its Chief Financial
Officer Rick Leimbach will be leaving the Company to pursue other
opportunities in the near future. Mr. Leimbach will be assisting
the Company in the transition and will be continuing in his CFO
role throughout the search process. The roles and
responsibilities of the Company's Germantown staff will be
transferred to the Milwaukee location in 2010 and the Company is
actively pursuing alternatives for its 16,400 square-foot office
building in Germantown, Maryland.
Jason Tienor, President and CEO, commented, "The decision to
consolidate Telkonet's operations demonstrates our continued
commitment to realign our business and operations, helping us
achieve our growth and expansion goals. With this relocation
strategy, we're able to optimize our resources, positioning the
Company to more effectively address the needs of the growing Clean
Technology market. In addition, we look forward to becoming a
significant part of the Clean Technology landscape in Wisconsin.
This transition demonstrates our dedication to Wisconsin and
further meets the conditions of our funding with the State to
increase employment within Wisconsin. Rick Leimbach and his team
have been a significant asset throughout Telkonet's corporate
transition. We'd like to thank them for their enormous
contribution to the Company over many years and wish them every
good fortune in their future careers."
Going Concern
The Company has reported a net income available to common
shareholders of $4,162,143 for the nine months ended September 30,
2009. However, the Company has reported operating losses of
$1,816,354, excluding gains on derivative liabilities, impairment
of marketable securities and discontinued operations, for the nine
months ended September 30, 2009. In addition, the Company has
reported an accumulated deficit of $110,639,175 and a working
capital deficit of $3,500,889 as of September 30, 2009.
The Company believes that anticipated revenues from operations
will be insufficient to satisfy its ongoing capital requirements
for at least the next 12 months. If the Company's financial
resources from operations are insufficient, the Company will
require additional financing to execute its operating plan and
continue as a going concern. The Company cannot predict whether
this additional financing will be in the form of equity or debt,
or be in another form. The Company may not be able to obtain the
necessary additional capital on a timely basis, on acceptable
terms, or at all. In any of these events, the Company may be
unable to implement its current plans for expansion, repay its
debt obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations.
Management intends to raise capital through asset-based financing
or the sale of its stock in private placements. Management
believes that with this financing, the Company will be able to
generate additional revenues that will allow the Company to
continue as a going concern. There can be no assurance that the
Company will be successful in obtaining additional funding.
About Telkonet Inc.
Germantown, Maryland-based Telkonet, Inc. (OTC BB: TKOI) --
http://www.telkonet.com/-- develops and manufactures proprietary
energy efficiency and SmartGrid networking technology. Prior to
January 1, 2007, the Company was primarily engaged in the business
of developing, producing and marketing proprietary equipment
enabling the transmission of voice and data communications over a
building's existing internal electrical wiring.
At September 30, 2009, the Company had $17,750,209 in total
assets, $8,996,516 in total liabilities, and $8,753,693 in total
equity.
THREE-FIVE SYSTEMS: Discloses Final Liquidating Payment
-------------------------------------------------------
Three-Five Systems, Inc., will be making a final liquidating
distribution to certain of its stockholders and will subsequently
file a Form 15 with the Securities and Exchange Commission to
deregister its securities and complete the process to dissolve in
accordance with its charter and applicable provisions of Delaware
law.
The Company has completed all distributions required to be made to
its creditors under the terms of the Amended Joint Plan of
Reorganization the Company filed on March 15, 2006, in the United
States Bankruptcy Court. The Plan was confirmed by the Bankruptcy
Court on August 30, 2006. The Plan requires the Company to
dispose of its assets in an orderly fashion and distribute the
proceeds to its creditors in the amounts and priorities set forth
in the Plan. After all required distributions have been made to
the Company's creditors, the Plan calls for a final distribution
to be made to holders of equity interests in the Company and of
certain claims relating to equity interests in full and final
satisfaction and redemption of such interests and claims.
Accordingly, the Company will make a final liquidating
distribution on February 9, 2010, to holders of its common stock.
Pursuant to the Plan, distributions will only be made to those who
hold a sufficient number of shares of common stock to qualify for
a distribution of at least $10.00. The Company's Board of
Directors has fixed a record date for the distribution of January
29, 2010. There are 21,767,653 shares issued and outstanding, and
$2,416,280.91 of proceeds available to be distributed, or $0.111
per share. Accordingly, to qualify for a distribution, a
stockholder must hold at least 91 shares of record as of the close
of business on the record date. Any distributions not made on
account of the failure of a stockholder to hold the sufficient
number of shares on the record date will be reallocated to those
stockholders who qualified for a distribution on the record date,
based upon the number of shares held by each such stockholder.
The Company's paying agent, Mellon Investor Services LLC, will
mail the distributions by check to the address of each qualifying
stockholder on file with the Company's transfer agent on the
record date. Stockholders whose stock is held in "street name"
through a broker will automatically receive payment through the
Depository Trust Company. The last day of trading of the
Company's common stock on the Pink OTC Markets Inc. quotation
service is expected to be January 29, 2010. The Company's stock
transfer books will be closed as of the close of business on
January 29, 2010.
Following the liquidating distribution, the Company will file a
Certificate of Termination of Registration on Form 15 with the SEC
for the purpose of deregistering its securities under the
Securities and Exchange Act of 1934, as amended. As a result, the
Company will no longer be a public reporting company. The Company
will then complete the process to dissolve in accordance with its
charter and applicable Delaware law.
About Three-Five Systems, Inc.
The Company previously conducted the business of providing
specialized electronics manufacturing services to original
equipment manufacturers (OEMs). The Company has ceased conducting
business operations. Its only activities consist of liquidating
its assets and preparing for dissolution pursuant to the Plan.
"Three-Five Systems" and "TFS-DI" are trademarks of the Company.
All other trademarks used herein are the property of their
respective owners.
TIERONE CORP: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------
TierOne Corporation reported that the Company, as expected,
received a letter on December 28, 2009 from The NASDAQ Stock
Market advising that, because the Company has not maintained a
minimum bid price of $1.00 per share for the previous 30
consecutive business days, it is not in compliance with the
listing requirement under NASDAQ Marketplace rules.
In accordance with NASDAQ Marketplace rules, the Company has 180
calendar days, or until June 28, 2010, to regain compliance with
the minimum bid rule. If prior to June 28, 2010 the bid price of
the Company's common stock closes at or above $1.00 per share for
a minimum of ten consecutive business days, NASDAQ will notify the
Company of its return to compliance. In the event the Company's
common stock does not regain compliance within the 180-day period,
NASDAQ will issue the Company a delisting letter, which the
Company may appeal. The Company is currently evaluating its
options and intends to take the appropriate steps to retain NASDAQ
listing compliance.
TierOne Corporation is the parent company of TierOne Bank, a
$3.1 billion federally chartered savings bank and the largest
publicly-traded financial institution headquartered in Nebraska.
Founded in 1907, TierOne Bank offers customers a wide variety of
full-service consumer, commercial and agricultural banking
products and services through a network of 69 banking offices
located in Nebraska, Iowa and Kansas.
TIMOTHY RAY WRIGHT: Wants Burch & Cracchiolo as Bankr. Counsel
--------------------------------------------------------------
Timothy Ray Wright has sought authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ Burch &
Cracchiolo, P.A., as bankruptcy counsel.
Burch & Cracchiolo will, among other things:
a. give the Debtor legal advice regarding his powers and
duties as debtor-in-possession and regarding the continued
operation of his business and the management of his
properties;
b. prepare necessary statements or affairs, schedules,
applications, answers, orders, reports, and other legal
papers;
c. assist the Debtor as Debtor-In-Possession in promulgating
a plan of reorganization and disclosure statement and in
confirming the plan of reorganization; and
d. represent the Debtor as Debtor-In-Possession in litigation
by or against the estate; and
Burch & Cracchiolo will be paid based on the hourly rates of its
personnel:
Howard C. Meyers $400
Steve Lippman $275
Amy Howland $335
Brennan Ray $210
Aaron Edens $165
Randy Wilkins $360
Paralegals $110
The Debtor assures the Court that Burch & Cracchiolo is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Phoenix, Arizona-based Timothy Ray Wright -- dba Timothy R. Wright
and Timothy Wright -- filed for Chapter 11 bankruptcy protection
on December 14, 2009 (Bankr. D. Ariz. Case No. 09-32244). Howard
C. Meyers, Esq., at Burch & Cracchiolo, P.A., assists the Company
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.
TLC VISION: Asks for Court Okay to Sell Canadian Operations
-----------------------------------------------------------
TLC Vision (USA) Corp., et al., have sought authorization from the
U.S. Bankruptcy Court for the District of Delaware to sell their
interest in laser eye surgery centers and operation in Canada to
7289499 Canada Inc. free and clear of liens, claims, encumbrances
and other interests.
The Debtors want to sell the Canadian operations to the Purchaser
for C$9,700,000 (subject to adjustment) plus the value of assumed
liabilities, through a private sale and without an auction on the
terms and conditions of the Purchase Agreement, a copy of which is
available for free at:
http://bankrupt.com/misc/TLCVISION_purchasepact.pdf
http://bankrupt.com/misc/TLCVISION_purchasepact2.pdf
The Debtors want to close the sale by February 16, 2009.
TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.
TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473). The petition says assets and debts are
$100 million to $500 million.
The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP. The Company's financial advisor is Conway Del
Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and
notice agent.
TLC VISION: Court Okays Epiq Bankruptcy Solutions as Claims Agent
-----------------------------------------------------------------
TLC Vision (USA) Corp., et al., sought and obtained approval from
the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware to employ Epiq Bankruptcy Solutions, LLC, as notice
and claims agent.
Epiq will, among other things:
a. prepare and serve a variety of documents, including
motions, applications and other requests for relief and
related documents;
b. provide claims administration services, including
maintaining an official claims register;
c. acting as balloting agent, which may including printing
ballots and coordinating the mailing of solicitation
packages to applicable parties; and
d. provide other consultation services, including assistance
in preparation of statements of financial affairs and
schedules.
The Debtors ask the Court that the fees and expenses incurred by
Epiq are administrative and shouldn't be subject to the standard
fee application procedures for professionals. The Debtors request
authorization to compensate Epiq in accordance with the terms and
conditions set forth in the Services Agreement, a copy of which is
available for free at:
http://bankrupt.com/misc/TLC_servicespact.pdf
Daniel C. McElhinney, the executive director of Epiq, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.
TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.
TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473). The petition says assets and debts are
$100 million to $500 million.
The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP. The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.
TLC VISION: Gets Interim Nod to Obtain DIP Financing
----------------------------------------------------
TLC Vision (USA) Corp., et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition secured financing from a syndicate
of lenders led by Cantor Fitzgerald Securities as administrative
agent.
The DIP lenders have committed to provide up to $15 million. The
Debtors asked that the Court authorize them to borrow up to
$7.5 million, which will be available on the date of the Interim
Order, and the second will be available upon entry of the Final
Order.
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., the
attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.
The DIP facility will mature 45 days after the date of the entry
of the Interim Order, if a Final Order hasn't been entered by that
date, or 150 days after the Petition Date. The DIP facility will
incur interest at a rate per annum equal to one month LIBOR Rate
plus 10.00%, due and payable in cash in arrears, on the last day
of each month and on the maturity date. In the event of default,
the Debtors will pay an additional 2% default interest per annum.
Obligations of the Debtors under or in respect of the DIP Facility
will be entitled to superpriority claim status, and will be
secured by a first priority perfected security interest in all of
the Debtor's assets.
The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $250,000 in fees payable to professional
employed in the Debtors' case, plus the amount of any compensation
or reimbursement of budgeted expenses and fees incurred, awarded
or paid prior to the occurrence of an event of default in respect
of which the carve out is invoked; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.
The Debtors covenant with the lenders to at all times from and
after the date 30 days following the closing date maintain ratings
for the Facility from Moody's and S&P in each case acceptable to
the required lenders.
The Debtors are required to pay: (a) an extension fee in an amount
equal to 2.00% of the outstanding amount of the DIP Facility at
such time, fully earned and payable on any date the maturity date
will be extended; (b) an exit fee in an amount equal to 2.00% of
the outstanding amount of the DIP Facility, fully earned and
payable on the maturity date or if earlier, the date on which the
DIP Facility is paid in full and all commitments of the DIP
Lenders under the DIP Facility have terminated in full; (c) a
closing fee in the amount of $175,000; (d) a facility fee in an
amount equal to 0.75% of the average daily undrawn amount of the
DIP Facility, fully earned and payable quarterly in arrears; (f)
an agency fee in an amount equal to $75,000, fully earned and
payable on the closing date; and (g) a backstop fee in the amount
of $275,000, fully earned and payable on the closing date.
The Debtors need to file a 13-week budget, a copy of which is
available for free at http://bankrupt.com/misc/TLC_dipbudget.pdf
Mr. Collins said that the Debtors also need to use cash collateral
to fund their Chapter 11 case, pay suppliers and other parties.
Mr. Lawyer says that the Debtors will also use the Cash Collateral
to provide additional liquidity. The Prepetition Lenders have
consented to the Debtors' use of cash collateral. As adequate
protection for any diminution in value, the Prepetition Lenders
will be granted additional and replacement security interests and
liens in the collateral in and upon all of the Debtors' assets.
The prepetition lenders have consented to the Debtors' use of cash
collateral.
A copy of the DIP Financing agreement is available for free at:
http://bankrupt.com/misc/TLC_dipfinancingpact.pdf
TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.
TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473). The petition says assets and debts are
$100 million to $500 million.
The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP. The Company's financial advisor is Conway Del
Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and
notice agent.
TLC VISION: Taps Proskauer Rose as Bankruptcy Counsel
-----------------------------------------------------
TLC Vision (USA) Corp., et al., have sought the approval of the
U.S. Bankruptcy Court for the District of Delaware to employ
Proskauer Rose LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.
Proskauer Rose will, among other things:
a. represent the Debtors in proceedings and hearing in the
U.S. District and Bankruptcy Courts for the District of
Delaware;
b. prepare any necessary motions, applications, orders and
other legal papers;
c. provide assistance, advice and representation concerning
the confirmation of any proposed plan(s) and solicitation
of any acceptances or responding to rejections of the
plan(s); and
d. prosecute and defend litigation matters and other matters
that might arise during the Chapter 11 cases.
Proskauer Rose will be paid based on the hourly rates of its
personnel:
Partner $490-$975
Senior Counsel $350-$725
Associate $180-$650
Paraprofessionals $70-$275
Mark K. Thomas, a partner at Proskauer Rose, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.
TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.
TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473). The petition says assets and debts are
$100 million to $500 million.
The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP. The Company's financial advisor is Conway Del
Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and
notice agent.
TLC VISION: Wants Michael Gries as Chief Restructuring Officer
--------------------------------------------------------------
TLC Vision (USA) Corp., et al., have sought authorization from the
U.S. Bankruptcy Court for the District of Delaware to hire Conway,
Del Genio, Gries & Co., LLC, as crisis and turnaround manager of
the Debtors, designating Michael F. Gries as chief restructuring
officer and William McManus as interim chief financial officer.
CDG will, among other things:
a. perform general due diligence on the Company which will
include gather and analyzing data, evaluating the
Company's performance, and reviewing other information
with current management in order to determine the extent
of the Company's financial challenges and opportunities;
b. perform due diligence on the Company's capital structure,
including a review of the applicable legal agreements;
c. evaluate the feasibility of strategic alternatives being
considered by the Company given its current operating
business, current capital structure and business
prospects; and
d. review and assess the Company's current liquidity forecast
and assist management in modifying and updating the
forecast based upon current information, CDG's
observations and other information.
As set forth in CDG's engagement agreement with the Debtors, CDG
will bill the Debtors for its services and those of Mr. Gries at
the rate of $175,000 per month. A copy of the agreement is
available for free at:
http://bankrupt.com/misc/TLCVISION_engagement_pact.pdf
Michael F. Gries, a principal and co-founder of Conway Del Genio,
assures the Court that Moritt Hock is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.
TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.
TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473). The petition says assets and debts are
$100 million to $500 million.
The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP. The Company's financial advisor is Conway Del
Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and
notice agent.
TRIMAS CORP: Secures Requisite Consents From Senior Noteholders
---------------------------------------------------------------
TriMas Corporation disclosed that as of 5:00 p.m., New York City
time, on December 28, 2009, it has received tenders and certain-
related consents from holders of $245,626,000 in aggregate
principal amount of its 9-7/8% Senior Subordinated Notes due 2012,
representing approximately 95.75% of the outstanding Notes.
As a result of the receipt of the requisite consents, the Issuer
has entered into a supplemental indenture with the trustee
effecting the Proposed Amendments to the indenture governing the
Notes. The Proposed Amendments eliminate substantially all of the
restrictive covenants and certain default provisions under the
indenture governing the Notes.
In accordance with the terms of the tender offer and consent
solicitation, the Issuer is hereby extending the Withdrawal
Deadline to 11:59 p.m., New York City time, on January 12, 2010.
As a result, any holder of Notes who validly tenders Notes after
the Consent Date may withdraw such tender through 11:59 p.m., New
York City time, on January 12, 2010 in accordance with the
procedures described in the Tender Offer Documents under the
caption "Withdrawal of tenders; Revocation of consents; Absence of
appraisal rights." Holders who tendered Notes on or prior to the
Consent Date may not withdraw such tender.
Holders who did not tender their Notes by the Consent Date may
tender until 11:59 p.m., New York City time, on January 12, 2010,
unless extended by the Issuer at the tender price of US$970.25 for
every US$1,000 of principal amount of Notes, plus accrued and
unpaid interest. Holders who tender Notes after the Consent Date
will not receive the Consent Payment. Full details of the terms
and conditions of the tender offer are set forth in the Tender
Offer Documents.
TriMas Corporation is simultaneously announcing that it is
irrevocably calling for redemption all Notes that remain
outstanding after the Consent Date at the redemption price of
US$1,016.46 for every US$1,000 of principal amount of Notes, plus
accrued and unpaid interest.
TriMas Corporation has engaged Credit Suisse Securities (USA) LLC
to act as dealer manager in connection with the tender offer and
solicitation agent in connection with the consent solicitation.
Questions regarding the tender offer or consent solicitation may
be directed to Credit Suisse Securities (USA) LLC at (212) 538-
1862 (collect) or (800) 820-1653 (toll free).
MacKenzie Partners, Inc. is acting as the Information Agent for
the tender offer and consent solicitation. Requests for documents
related to the tender offer and consent solicitation may be
directed to (212) 929-5500 (collect) or (800) 322-2885 (toll
free). Beneficial owners also may contact their broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the tender offer and the consent solicitation.
Trimas Corporation (Trimas) -- http://www.trimascorp.com/-- is a
manufacturer of engineered and applied products serving focused
markets in a range of commercial, industrial and consumer
applications. The Company operates through five business
segments: Packaging Systems, Energy Products, Industrial
Specialties, RV & Trailer Products and Recreational Accessories.
UAL CORP: Applies for Antitrust Immunity With ANA & Continental
---------------------------------------------------------------
United Air Lines, Inc., All Nippon Airways and Continental
Airlines filed an application with the U.S. Department of
Transportation for antitrust immunity to enable the three carriers
to create a more efficient and comprehensive trans-Pacific
network, generating substantial service and pricing benefits for
consumers.
The trans-Pacific joint venture -- the first of its kind between
the U.S. and Asia -- also would enable United, ANA and Continental
to compete more effectively with other global alliances, each of
which has a significant presence in Tokyo.
Upon DOT approval of the companies' immunity application, United,
ANA and Continental will be able to jointly manage trans-Pacific
activities including scheduling, pricing and sales, offering
customers a greater selection of routings and a wider range of
fare and service options.
"This joint venture, coupled with the recently announced open
skies agreement between the U.S. and Japan, will significantly
enhance our ability to serve customers in Japan and throughout
Asia and offer new choice and convenience for customers," said
Glenn Tilton, United's chairman and chief executive officer.
"By making this closer cooperation between our partner airlines,
we will be able to strengthen our trans-Pacific network and
improve our services," said Shinichiro Ito, President and CEO
of ANA. "We are looking forward for our application to be
approved, which will create greater convenience for our valued
customers," he added.
"Our network of service to nine Japanese cities will be enhanced
by giving our customers more options for using our flights in
conjunction with United and ANA for trips both within the region
as well as on trans-Pacific routes," said Larry Kellner,
Continental's chairman and chief executive officer.
The Department of Transportation granted antitrust immunity to
United and Continental in July 2009, enabling the two carriers to
coordinate schedules and fares for services outside the United
States.
About ANA
ANA is Japan's largest domestic carrier and the tenth largest
airline in the world by passenger load, according to IATA
rankings. Carrying almost 50 million passengers every year to 52
destinations in Japan and 26 cities throughout Asia, Europe and
the US on its fleet of 214 aircraft, it is a leading Japanese
provider of air transportation services. ANA is the launch
customer of Boeing 787 Dreamliner and Mitsubishi Regional Jet, and
has won awards in all categories for its product and services and
was voted Airlines of the Year for 2007 by Air Transport World
Magazines. ANA joined the Star Alliance in 1999 and celebrated
its 10th year Star Alliance membership in October.
About Continental
Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,400 daily departures throughout the
Americas, Europe and Asia, serving 130 domestic and 132
international destinations. Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 25 other member airlines. With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries approximately 63 million passengers per year. For more
company information, go to continental.com.
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.
UAL CORP: New ALPA-MEC Chair W. Morse to Sit on Board
-----------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on December 23, 2009, Ricks P. Frazier, general counsel and
secretary of UAL Corporation, related that pursuant to the
Restated Certificate of UAL, the United Airlines Pilots Master
Executive Council of the Air Line Pilots Association,
International, the holder of the Class Pilot MEC Junior Preferred
Stock, has the right to elect one member to UAL's Board of
Directors.
ALPA-MEC Master Chairman Captain Stephen A. Wallach has occupied
the ALPA-MEC director position on the Board since January 2008.
Mr. Frazier noted that Captain Wallach's term as ALPA-MEC Master
Chairman concludes on December 31, 2009.
Thus, as previously reported, ALPA-MEC has elected Captain Wendy
Morse to serve as the new Master Chairman, effective January 1,
2010. Indeed, on December 21, 2009, Captain Wallach provided his
resignation as the ALPA-MEC director of the Board, effective
January 1, 2010, Mr. Frazier disclosed. The Board has not
designated the committees upon which Captain Morse will serve at
this time, Mr. Frazier said. Moreover, Captain Morse is not a
party to any arrangement or understanding with any person pursuant
to which she was appointed a director, nor is she a party to any
transaction requiring disclosure pursuant to Item 404(a) of
Regulation S-K, Mr. Frazier told the SEC.
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.
UAL CORP: To Solicit Offers From Embraer for Narrow-Bodied Planes
-----------------------------------------------------------------
To recall, United Air Lines, Inc., ordered 25 Airbus A350 XWB
aircraft and 25 Boeing 787 Dreamliner aircraft and has future
purchase rights for 50 of each aircraft.
In this light, UAL Chief Executive Glenn Tilton said in an
interview that Empresa Brasileira de Aeronautica S.A. or Embraer
will be invited to join competition for the supply of narrow-
bodied aircraft to United, Reuters reported on December 9, 2009.
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.
UNITED AIR: Bank Debt Trades at 22% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 78.46 cents-
on-the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.57
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 13, 2013. United Air pays 200 basis
points above LIBOR to borrow under the facility. The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
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 Dec. 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 Jan. 20, 2006. The company emerged from bankruptcy protection
on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)
UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.
UTSTARCOM INC: Pays $3-Mil. Fine for Bribery, Other FCPA Charges
----------------------------------------------------------------
The Securities and Exchange Commission on December 31 charged
Alameda, Calif.-based telecommunications company UTStarcom, Inc.
with violations of the Foreign Corrupt Practices Act for
authorizing millions of dollars in unlawful payments to foreign
government officials in Asia.
UTStarcom agreed to settle the SEC's charges and pay a $1.5
million penalty among other remedies. In a related criminal case,
the U.S. Department of Justice said December 31 that UTStarcom
agreed to pay an additional $1.5 million fine.
"UTStarcom spent millions of dollars on illegal bribes to win and
keep customers in Asia," said Marc J. Fagel, Director of the SEC's
San Francisco Regional Office. "It is important for corporate
America to recognize that resorting to these methods of boosting
profits contributes to a culture of corruption that cannot be
condoned under U.S. law."
The SEC's complaint, filed in the U.S. District Court for the
Northern District of California, alleges that UTStarcom's wholly
owned subsidiary in China paid nearly $7 million between 2002 and
2007 for hundreds of overseas trips by employees of Chinese
government-controlled telecommunications companies that were
customers of UTStarcom, purportedly to provide customer training.
In reality, the trips were entirely or primarily for sightseeing.
The SEC further alleges that UTStarcom provided lavish gifts and
all-expenses paid executive training programs in the U.S. for
existing and potential foreign government customers in China and
Thailand. UTStarcom also purported to hire individuals affiliated
with foreign government customers to work in the U.S. and provided
them with work visas, when in reality the individuals did no work
for UTStarcom. According to the SEC's complaint, UTStarcom also
made improper payments to sham consultants in China and Mongolia
while knowing that they would pay bribes to foreign government
officials.
The SEC's complaint charges UTStarcom with violations of the anti-
bribery, books and records, and internal controls provisions of
the FCPA. UTStarcom agreed, without admitting or denying the
charges, to the entry of a permanent injunction against FCPA
violations and to provide the SEC with annual FCPA compliance
reports and certifications for four years, in addition to paying
the $1.5 million penalty.
The SEC acknowledges the assistance of the Department of Justice
during the investigation.
Going Concern Doubt
At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.
The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively. During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million. The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009. At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion. The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively. Cash used in operations was $89.2 million
during the nine months ended September 30, 2009. The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.
The Company's only committed source for borrowings is a credit
facility in China. During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed. The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.
While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern. The
Company's independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.
About UTStarcom
UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support. The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks. The Company was
founded in 1991 and is headquartered in Alameda, California.
VIA PHARMACEUTICALS: Receives Delisting Notice From NASDAQ
----------------------------------------------------------
VIA Pharmaceuticals, Inc., disclosed that on December 29, 2009, it
received a written notice from the listing qualifications staff of
the NASDAQ Stock Market informing the Company that trading of the
Company's common stock would be suspended prior to the open of
business on January 4, 2010, and that NASDAQ would initiate
procedures to delist the Company's common stock. The Company had
notified NASDAQ on December 23, 2009, that the Company would be
unable to comply with NASDAQ listing rule 5550(b), which requires
a minimum stockholders' equity requirement of $2.5 million, and
NASDAQ listing rule 5605, which requires, among other things, that
the Company's board of directors be comprised of at least a
majority of independent directors and that the Company's audit
committee be comprised of at least three independent directors.
The Company does not intend to appeal the determination of NASDAQ
with respect to the delisting of its common stock.
Following the delisting of the Company's common stock, the Company
expects to be eligible for quotation on the OTC Bulletin Board, a
regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter securities.
However, quotation on the OTCBB will depend on whether one or more
market makers will apply and be cleared by the Financial Industry
Regulatory Authority to quote the Company's common stock on the
OTCBB. No assurance can be provided that market makers currently
making a market in the Company's common stock will continue to
make a market in the Company's common stock or that the Company's
common stock will continue to be eligible for quotation on the
OTCBB. The Company will make every effort to ensure the Company's
common stock will be eligible for quotation on the OTCBB on
January 4, 2010, but no assurance can be provided. If the
Company's common stock is not quoted on the OTCBB beginning on
January 4, 2010, the Company believes that active market makers in
the Company's common stock will be eligible under a "piggyback
qualification" to trade the Company's common stock on the Pink
Sheets, a real-time quotation service maintained by Pink Sheets
LLC, beginning on January 4, 2010. The transition to the over-
the-counter markets does not affect the Company's business
operations and will not change its SEC reporting requirements.
About VIA Pharmaceuticals, Inc.
VIA Pharmaceuticals, Inc. -- http://www.viapharmaceuticals.com/--
is a biotechnology company focused on the development of compounds
for the treatment of cardiovascular and metabolic disease. VIA's
lead candidate, VIA-2291, targets a significant unmet medical
need: reducing inflammation in plaque, which is an underlying
cause of atherosclerosis and its complications, including heart
attack and stroke. In addition, VIA's pipeline of drug candidates
includes other compounds to address other underlying causes of
cardiovascular disease: high cholesterol, diabetes and
inflammation.
VILLA HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Villa Holdings, Inc., a Nevada corporation
2152 Dupont Drive Suite 104
Irvine, CA 92612
Bankruptcy Case No.: 09-24452
Chapter 11 Petition Date: December 29, 2009
Court: United States Bankruptcy Court
Central District Of California (Santa Ana)
Judge: Erithe A. Smith
Debtor's Counsel: William M. Burd, Esq.
Burd & Naylor
200 W Santa Ana Blvd, Suite 400
Santa Ana, CA 92701
Tel: (714) 708-3900
Fax: (714) 708-3949
Email: wmburd@burd-naylor.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A full-text copy of the Debtor's petition, including a list of its
5 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-24452.pdf
The petition was signed by Thomas F. Tarbutton, president of the
Company.
VION PHARMACEUTICALS: FDA Requires Changes in Trials to Onrigin
---------------------------------------------------------------
VION Pharmaceuticals, Inc., on December 30 reports the U.S. Food
and Drug Administration had responded to its Special Protocol
Assessment request to evaluate the Phase III randomized trial
HOVON AML 92 sponsored by the Dutch-Belgian Cooperative Group for
Hematology Oncology -- HOVON -- of its lead product Onrigin(TM).
The FDA raised concerns with the HOVON trial design as submitted
regarding the primary endpoint and study regimen. The
modifications requested by the FDA would require a new Phase III
trial at significant additional time and expense.
Vion said it will evaluate whether to file another SPA for an
alternative randomized Phase III trial within the next two weeks.
In this context, the SPA process is intended to evaluate a Phase
III protocol whose data will form the primary basis for an
efficacy claim. The Phase III randomized trial in acute myeloid
leukemia is in response to the FDA's complete response letter to
Vion's New Drug Application for Onrigin(TM) requiring that a
randomized trial be conducted to support the approval of
Onrigin(TM) for the treatment of AML.
New Haven, Connecticut-based Vion Pharmaceuticals, Inc., filed for
Chapter 11 bankruptcy protection on December 17, 2009 (Bankr. D.
Delaware Case No. 09-14429). Christopher M. Samis, Esq., and John
Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the
Company in its restructuring effort. Vion has retained the
services of Roth Capital Partners, LLC to assist with the sale of
the Company or its key assets during the Chapter 11 proceeding.
The Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.
VISTEON CORP: Union Files Appeal on Court Ruling Over Benefits
--------------------------------------------------------------
BankruptcyData reports that the International Union of Electronic,
Electrical, Salaried, Machine and Furniture Workers and the
Communications Workers Association (IUE-CWA) filed with the U.S.
Bankruptcy Court an appeal of the order, pursuant to 11 U.S.C.
105, 363(B)(1) and 1108, authorizing Visteon to amend or terminate
certain post-employment health care benefits and life insurance
benefits for certain employees, partners and dependants.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818). Judge Christopher S. Sontchi oversees the Chapter 11
cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel. The Debtors' investment banker and financial advisor is
Rothschild Inc. The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC. The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
VITERRA INC: October 31 Breach Waived by Lenders
------------------------------------------------
Viterra Inc. provided an update on information contained in a
Business Acquisition Report (BAR), with respect to its acquisition
of ABB Grain Ltd (ABB) that was filed with regulators on
December 7, 2009.
The BAR included financial statements for ABB for the period
October 1, 2008 to September 23, 2009, which reflected the
Australian business' financial performance prior to Viterra's
acquisition. The report indicated that ABB was in breach of its
loan covenants at October 31, 2009.
Viterra has been in discussions with ABB's syndicate of lenders
and has received a waiver in respect of the October 31, 2009
breach. Viterra will be issuing its consolidated financial
results on January 21, 2010, which will include approximately five
weeks of ABB results and consolidation of ABB's debt.
Rex McLennan, Chief Financial Officer at Viterra said, "We have
been working hard to implement changes in Australian operations to
strengthen business processes and accountability for bottom line
results. We are confident that our Australian operations will
achieve significant earnings recovery in 2010 given the larger
than average crop in the region, leadership changes in key
positions, and a more disciplined, sharper focus on business
execution to achieve its financial performance targets."
Since September 23, 2009, Viterra has been actively integrating
and rebranding the Australian business. It has restructured the
grain operation to align storage and handling, transportation,
logistics and grain marketing into a single pipeline model that
focuses on shared objectives. Viterra has implemented
organizational changes in Australia's Agri-products segment and is
designing a new farm customer relationship program. Viterra has
put in place new leadership and expertise to oversee finance,
accounting, business planning, and information technology. The
company is also implementing enhanced financial management
processes to ensure financial administration and reporting
practices in the southern hemisphere are aligned with our North
American standards.
Integration is on track and Viterra expects to announce a new
leader of the Australia and New Zealand businesses in the coming
weeks.
Viterra Inc., formerly Saskatchewan Wheat Pool Inc., (ASX: VTA) --
http://www.viterra.ca/-- is a Canadian agribusiness. The Company
is organized into five segments: Grain Handling and Marketing,
Agri-products, Agri-food Processing, Livestock Feed and Services,
and Financial Products. The Grain Handling and Marketing segment
is engaged in the collection of grain, shipping to inland or port
terminals, cleaning of grain to meet regulatory specifications,
and sales to domestic or export markets. The Agri-products
segment includes an ownership interest in a fertilizer
manufacturer and ownership of a fertilizer distributor. The Agri-
food Processing segment includes the manufacture and marketing of
products associated with oats and malt barley for domestic and
export markets. The Livestock Feed and Services segment
formulates and manufactures feed products. The Financial Products
segment acts as an agent for a Canadian Schedule I chartered
banks.
WARNER CHILCOTT: Secures Consents for 8-3/4% Senior Sub. Notes
--------------------------------------------------------------
Warner Chilcott plc's subsidiary Warner Chilcott Corporation has
received and accepted for purchase approximately $290.5 million
aggregate principal amount of its 8-3/4% Senior Subordinated Notes
due 2015 (Cusip No. 93443MAC5) validly tendered by 11:59 p.m., New
York City time, on Tuesday, December 29, 2009, and has received
consents from holders of approximately 76% of the Notes as of the
Consent Date. The consents are sufficient to effect all of the
proposed amendments to the indenture governing the Notes as set
forth in the Company's Offer to Purchase and Consent Solicitation
Statement dated December 15, 2009 and the related Letter of
Transmittal and Consent, pursuant to which the tender offer and
consent solicitation are being made. The proposed amendments
eliminate substantially all of the restrictive covenants and
certain events of default and eliminate or modify related
provisions contained in the indenture. The Company has executed a
supplemental indenture effecting the proposed amendments to the
indenture, and the supplemental indenture is binding on the
holders of Notes not purchased in the tender offer.
The Offer to Purchase more fully sets forth the terms of the
tender offer and consent solicitation.
The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on January 14, 2010, unless extended or earlier
terminated by the Company. Holders tendering their Notes after
the Consent Date will receive only the tender offer consideration
of $1,017.50 per $1,000 principal amount of Notes tendered. The
Company will pay accrued and unpaid interest on all Notes tendered
and accepted for payment in the tender offer from the last
interest payment date to, but not including, the date on which the
Notes are purchased. Tenders of Notes after the Consent Date may
not be validly withdrawn except as required by law.
To the extent any Notes remain outstanding following the
expiration of the tender offer, the Company intends to redeem all
such Notes on or about February 1, 2010 at the redemption price
set forth in the indenture of 104.375% of the aggregate principal
amount of such remaining Notes, plus accrued and unpaid interest.
The Company will fund the consideration for the tender offer
and redemption, if necessary, with proceeds from its new
$350.0 million Term B loan facility, together with cash on hand.
The Company has retained BofA Merrill Lynch to serve as the dealer
manager and solicitation agent for the tender offer and consent
solicitation. Questions regarding the tender offer and consent
solicitation may be directed to (646) 855-3401 (collect) or (888)
292-0070 (toll-free). Requests for documents may be directed to
Global Bondholder Services Corporation, the information agent for
the tender offer, at (212) 430-3774 (banks and brokers) or (866)
470-3900 (toll-free).
About Warner Chilcott
Warner Chilcott is a specialty pharmaceutical company currently
focused on the gastroenterology, women's healthcare, dermatology
and urology segments of the U.S. and Western European
pharmaceuticals markets.
* * *
As reported by the Troubled Company Reporter-Europe on Sept. 30,
2009, Moody's Investors Service assigned a rating of Ba3 to the
proposed new senior secured credit facilities of Warner Chilcott
Corporation, Warner Chilcott Company, LLC, and WC Luxco S.a r.l.
At the same time, Moody's assigned a B3 rating to the proposed new
senior unsecured notes to be co-issued by Warner Chilcott Company,
LLC, and Warner Chilcott Finance LLC. Each of the borrowers under
the senior secured credit facilities and co-issuers of the senior
unsecured notes is a subsidiary of Warner Chilcott plc, which,
together with its subsidiaries, are collectively referred to as
"Warner Chilcott". At the same time, Moody's withdrew the
ratings on Warner Chilcott's former senior secured credit
facilities.
In addition, Moody's affirmed Warner Chilcott's B1 Corporate
Family Rating, B1 Probability of Default Rating, B3 senior
subordinated rating and SGL-1 Speculative Grade Liquidity Rating.
The rating outlook is stable.
WEST CORP: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 93.88 cents-on-
the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.71
percentage points from the previous week, The Journal relates.
The Company pays 237.5 basis points above LIBOR to borrow under
the loan facility, which matures on May 11, 2013. The bank debt
carries Moody's B1 rating and Standard & Poor's BB- rating. The
debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock. West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.
The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.
Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services. West has a B2 Corporate
Family Rating and a stable rating outlook.
WEST CORP: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 95.30 cents-on-
the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.45
percentage points from the previous week, The Journal relates.
The Company pays 387 basis points above LIBOR to borrow under the
loan facility, which matures on July 1, 2016. The bank debt
carries Moody's B1 rating while it is not rated by Standard &
Poor's. The debt is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Dec. 31, 2009.
The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock. West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.
The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.
Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services. West has a B2 Corporate
Family Rating and a stable rating outlook.
WESTFALL TOWNSHIP: Chapter 9 Confirmation Hearing Set For March 2
-----------------------------------------------------------------
Westfall Township filed its Plan for the Adjustment of Debts of
Westfall Township and a Disclosure Statement with respect to the
Plan on November 9, 2009, and the Bankruptcy Court approved the
Disclosure Statement on December 23, 2009. Objections to the Plan
must be filed and served by February 16, 2010, and the Bankruptcy
Court will convene a hearing to consider confirmation of the Plan
on March 2, 2010, in Wilkes-Barre, Pa.
Westfall Township sought protection under Chapter 9 petition on
April 10, 2009 (Bankr. M.D. Pa. Case No. 09-02736), and is
represented by J. Gregg Miller, Esq., Leon Barson, Esq., and
Bonnie Kistler, Esq., at Pepper Hamilton LLP in Philadelphia.
WHITE ENERGY: Units File Suit to Challenge Fagen Claims
-------------------------------------------------------
Carla Main at Bloomberg News reports that in the Chapter 11 case
of White Energy Inc., WE Hereford LLC and Plainview BioEnergy LLC,
owners and operators of ethanol production facilities, commenced
separate lawsuits against Fagen Inc., a construction company.
According to the report, WE Hereford and Plainview object to
Fagen's secured claims, saying Fagen owes them more money than
they might owe to Fagen. In addition, any liens Fagen might have
"are junior to the first priority liens" of the senior lenders,
and therefore are unsecured, according to the complaints. Fagen
has not yet responded to the suits.
The adversary cases are WE Hereford, LLC v. Fagen, Inc.,
09-53283, U.S. Bankruptcy Court, District of Delaware
(Wilmington), and Plainview BioEnergy, LLC v. Fagen, Inc., 09-
53284, U.S. Bankruptcy Court, District of Delaware (Wilmington).
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.
WILDHORSE MOUNTAIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Wildhorse Mountain LLC
28150 N Alma School Pkwy, #103-495
Scottsdale, AZ 85262
Bankruptcy Case No.: 09-33461
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Robert L. Jones
Debtor's Counsel: Aaron C. Huber, Esq.
4915 E Baseline Rd., #105
Gilbert, AZ 85234
Tel: (480) 305-7010
Fax: (480) 305-7020
Email: ahuber@huberbarney.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 $1,280,000,
and total debts of $675,000.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Gary Engman, officer of the Company.
WILDWOOD ROSE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wildwood Rose, Inc.
2229 Mountain Grove Rd #1
Branson, MO 65616
Bankruptcy Case No.: 09-62929
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Western District of Missouri (Springfield)
Judge: Arthur B. Federman
Debtor's Counsel: David E. Schroeder, Esq.
David Schroeder Law Offices, PC
1524 East Primrose St., Suite A
Springfield, MO 65804-7915
Tel: (417) 890-1000
Fax: (417) 886-8563
Email: bk1@dschroederlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $100,001 to $500,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Linda Wilson, president of the Company.
WILSHIRE ENTERPRISES: Unable to Submit Listing Compliance Plan
--------------------------------------------------------------
Wilshire Enterprises, Inc.'s nominees for its Board of Directors,
Milton Donnenberg and Sherry Wilzig Izak, each were re-elected at
the Annual Meeting of Stockholders held on December 29, 2009.
In addition, after careful review and consideration, the Company
on December 30 disclosed that it will not be able to submit a plan
to regain compliance with the NYSE Amex LLC continued listing
standards. As previously announced, on December 1, 2009 the
Company received a notice dated November 30, 2009 from NYSE Amex
indicating that the Company was not in compliance with the
continued listing standards set forth in Section 1003(a)(ii) of
the Exchange's Company Guide with stockholders' equity of less
than $4,000,000 and losses from continuing operations and/or net
losses in three out of its four most recent fiscal years and
Section 1003(a)(iii) of the Exchange's Company Guide with
stockholders' equity of less than $6,000,000 and losses from
continuing operations and/or net losses in its five most recent
fiscal years.
The Company was afforded the opportunity to submit a plan to NYSE
Amex by December 30, 2009, which was later extended to January 6,
2010, addressing how it intended to regain compliance with Section
1003(a)(ii) and Section 1003(a)(iii) of the Company Guide. As a
result of the decision not to submit a plan, the Company has been
informed by NYSE Amex that the Company will be subject to
delisting proceedings.
The Company expects that its common stock will be traded on the
over-the-counter market and quoted on the OTC Bulletin Board upon
delisting from the NYSE Amex. The Company noted that there can be
no assurance that any broker-dealer will be willing to act as a
market maker in the Company's shares or that, if such quotations
begin, they will continue for any length of time.
About Wilshire Enterprises
Wilshire Enterprises, Inc. is engaged primarily in the ownership
and management of real estate investments in Arizona, Texas and
New Jersey. Wilshire's portfolio of properties includes five
rental apartment properties with 950 units, 10 condominium units,
two office buildings and a retail/office center with approximately
200,000 square feet of office and retail space, and slightly more
than 19 acres of land.
WINDSTREAM CORP: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Windstream Corp.
is a borrower traded in the secondary market at 95.30 cents-on-
the-dollar during the week ended Thursday, Dec. 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 0.70
percentage points from the previous week, The Journal relates.
The Company pays 150 basis points above LIBOR to borrow under the
loan facility, which matures on July 17, 2013. The bank debt
carries Moody's Baa3 rating and Standard & Poor's BBB- rating.
The debt is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 31, 2009.
As reported by the Troubled Company Reporter on Nov. 26, 2009,
Standard & Poor's said it lowered its ratings on Little Rock,
Arkansas-based Windstream Corp., including the corporate credit
rating to 'BB' from 'BB+'. The ratings remain on CreditWatch with
negative implications, which means that S&P could lower them
further or affirm them following the completion of its review.
S&P initially placed the ratings on CreditWatch with negative
implications on Nov. 3, 2009.
The rating action follows Windstream's announcement that it has
signed a definitive agreement to acquire Newton, Iowa-based rural
local exchange carrier Iowa Telecommunications Services in a
transaction valued at approximately $1.1 billion. As part of the
transaction, Windstream intends to fund the cash portion of
$261 million and the repayment of about $598 million of debt with
proceeds from a new debt offering.
The TCR also reported that Moody's affirmed Windstream
Corporation's Ba2 corporate family and probability of default
ratings and changed the ratings outlook on Iowa Telecommunications
Services, Inc., to Positive from Stable. The rating action was
prompted by Windstream's announced plans to acquire Iowa Telecom
for a total purchase price of about $1.1 billion consisting of
about $261 million in cash, about $270 million in Windstream stock
and the assumption of less than $600 million (net of cash) of Iowa
Telecom's outstanding debt. As part of the rating action, Moody's
affirmed Windstream's SGL-1 liquidity assessment. However, as the
final details on how Windstream intends to fund the cash and debt
portion of the Iowa Telecom acquisition have not been announced,
Moody's will update Windstream's liquidity assessment as more
information becomes available.
Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.1 billion in annual revenues in the twelve months ended
June 30, 2009.
WORSHIP IN TRUTH CHURCH: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Worship In Truth Church of God in Christ
9215 Arrow Route
Rancho Cucamonga, CA 91730
Bankruptcy Case No.: 09-41295
Chapter 11 Petition Date: December 28, 2009
Court: United States Bankruptcy Court
Central District of California (Riverside)
Judge: Sheri Bluebond
Debtor's Counsel: Nathan L. Young, Esq.
3151 Airway Ave Ste P-1
Costa Mesa, CA 92626
Tel: (714) 617-7370
Fax: (888) 885-8115
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor identified Imagine That with a debt claim for $4,725 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/cacb09-41295.pdf
The petition was signed by Kevin Moreland, pastor of the Company.
W.R. GRACE: ZAI Claimants Want U.S. Counsel
-------------------------------------------
Parties asserting claims relating to Zonolite Attic Insulation
manufactured by W.R. Grace & Co. in Canada filed an application in
the U.S. Bankruptcy Court for the District of Delaware for the
appointment of Lauzon Belanger S.E.N.C.R.L. and Scarfone Hawkins
LLP as special counsel to represent their interests in the U.S.
proceedings, retroactively to September 1, 2008, and going forward
to the date of the confirmation of the Debtors' Second Amended
Chapter 11 Joint Plan of Reorganization.
The application for appointment was made pursuant to Sections 105,
327, 1102(a)(2) and 1109 of the Bankruptcy Code, or alternatively,
Section 503.
Lauzon and Scarfone were appointed in February 2006 by the Ontario
Superior Court of Justice, which litigates Grace Canada Inc.'s
proceedings under the Companies' Creditors Arrangement Act in
Canada, to serve as Representative Counsel on behalf of all
Canadian ZAI Claimants.
The CCAA Court declared that the firms will have the power, among
others, to appear or have an agent appear before the Bankruptcy
Court in the context of the Debtors' Chapter 11 cases, and to
negotiate on behalf of the Canadian ZAI Claimants with Grace
Canada, the Debtors, and Attorney General of Canada (Her Majesty
the Queen in Right of Canada).
Representative Counsel was responsible for negotiating the Minutes
of Settlement with the Debtors that initially resolved the
treatment of all Canadian ZAI claims and that created a separate
class for Canadian ZAI Property Damage Claims within the Plan.
Pursuant to an Amended Minutes of Settlement dated November 16,
2009, the Debtors agreed and consented to support the Application.
In the event that Application is not approved by the Bankruptcy
Court, the Amended Minutes of Settlement will be considered null
and void.
Representative Counsel anticipates that as Special Counsel, it
will provide services to the Canadian ZAI Claimants as needed
throughout the course of the proceedings to the date of the U.S.
Confirmation Order, including:
(a) representation of the Canadian ZAI Claimants with respect
to all aspects of the Plan confirmation process and issues
related to the treatment of both Canadian ZAI PI and PD
claims;
(b) selection of experts and consultants necessary for the
implementation of the Amended Minutes of Settlement; and
(c) other services as are necessary.
As Special Counsel, Lauzon Belanger will be paid in accordance
with these hourly rates:
Michel Belanger $350
Careen Hannouche $285
Scarfone Hawkins will be paid in accordance with these hourly
rates:
David Thompson $475
Matthew Moloci $375
Representative Counsel will bill the Debtors for reimbursement of
all of its reasonable out-of-pocket expenses incurred in
connection with their employment.
Pursuant to separate affidavits filed with the Bankruptcy Court,
Lauzon and Scarfone disclose that they are multi-lawyer firms with
international practice and may represent, or may have represented,
certain of the Debtors' creditors or equity holders in matters
unrelated to these Chapter 11 Cases.
Lauzon and Scarfone Seek Retention of Local Counsel
Concurrent with the Special Counsel Application, Lauzon and
Scarfone, on behalf of the Canadian ZAI Claimants, ask the
Bankruptcy Court to authorize them to engage the services of
Daniel K. Hogan and his firm, The Hogan Firm, as local bankruptcy
counsel nunc pro tunc to September 1, 2008.
Lauzon and Scarfone believe that Mr. Hogan is qualified serve as
their bankruptcy counsel, given his extensive experience
representing tort claimants in the bankruptcy arena. As local
bankruptcy counsel, Mr. Hogan will advise and represent Lauzon and
Scarfone -- in their capacity as Representative Counsel -- with
respect to all matters that may arise in the context of the
Chapter 11 cases.
In a declaration filed with the Bankruptcy Court, Mr. Hogan
discloses that as bankruptcy counsel, he charges an hourly rate of
$350, "which may be adjusted from time-to-time to reflect changes
in inflation and other factors."
Mr. Hogan assures the Court that he is a "disinterested person"
within the meaning of Sections 101(14) and 327(a) of the
Bankruptcy Code, as modified by Section 1107(b).
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: Settles AG Insurance Coverage Disputes
--------------------------------------------------
W.R. Grace & Co. and its units ask the Court to approve a
stipulation they entered into with AG de 1830 Compagnie Beige d'
Assurances Generales Incendie Accidents et Risques Divers S.A.,
now known as AG Insurance.
AG Insurance issued two policies of excess liability insurance
that provide, or are alleged to provide, insurance coverage to
Grace. Each policy provides per-occurrence limits for bodily
injury of $500,000 part of $50 million excess of$100 million,
David M. Bernick, Esq., at Kirkland & Ellis LLP, in New York,
relates.
Grace has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims, for which Grace seeks coverage under the Subject Policies.
Disputes have arisen between Grace and AG Insurance regarding
their rights and obligations under the Subject Policies.
The stipulation between the Debtors and AG Insurance confers these
principal benefits upon the Debtors' estates:
(a) The payment by AG Insurance to the Asbestos Personal
Injury Trust of $650,000 within 30 days of the Trigger
Date, as provided for in the Agreement.
(b) AG Insurance's payment of $650,000 without the need for
litigation to enforce the assignment by Grace to the Trust
of rights under the Subject Policies.
(c) A compromise of defenses that AG Insurance might have with
respect to coverage for any individual Asbestos PI Claim.
(d) Upon the Court's approval of the Stipulation, AG
Insurance commits that it will to take no action to oppose
confirmation of the Debtors' Plan of Reorganization.
The Stipulation is in the best interests of the Debtors, their
estates and their creditors because it resolves all existing and
potential future disputes between the parties with respect to
insurance coverage under the Policies, Mr. Bernick notes.
The Debtors also asked the Court to convene a hearing to approve
the Stipulation on January 4, 2010. Subsequently, the Debtors
certified that they did not receive objections to their request.
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: Court Approves Zurich Insurance Settlement
------------------------------------------------------
W.R. Grace & Co., Inc., Zurich Insurance Company Ltd. and Zurich
International (Bermuda) Ltd., obtained approval of a stipulation
they entered into to confer benefits upon the Debtors' estates,
with respect to Zurich's issuance of certain policies of excess
liability insurance coverage it provides to W.R. Grace & Co.
The attachment point of the lowest-level policy issued by Zurich
International (Bermuda) Ltd. is $25 million, while the lowest
attachment point of the other Subject Policies is $75 million.
Disputes have arisen between Grace and Zurich regarding their
rights and obligations under the Subject Policies.
Specifically, the Stipulation provides for Zurich's payment to the
Asbestos Personal Injury Trust of $18,500,000, without the need
for litigation to enforce the assignment by Grace to the Trust of
rights under the Subject Policies.
The Stipulation also provides for a compromise of defenses that
Zurich might have with respect to coverage for any individual
Asbestos PI Claim. Zurich also agrees to withdraw of all
objections to confirmation of the Plan of Reorganization,
following approval.
Furthermore, the Stipulation includes a complete, mutual release
of all claims under the Subject Policies and is structured as a
sale of property pursuant to Section 363 of the Bankruptcy Code.
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)
XENITH BANKSHARES: Receives Non-Compliance Notice From NASDAQ
-------------------------------------------------------------
Xenith Bankshares, Inc., disclosed that, as anticipated, on
December 23, 2009, it received a letter from The NASDAQ Stock
Market LLC stating that the December 22, 2009 merger of Xenith
Corporation, a privately held company, with and into First
Bankshares, Inc. (now known as Xenith Bankshares, Inc.)
constituted a business combination that resulted in a "change of
control" pursuant to NASDAQ Listing Rule 5110(a). Accordingly,
the post-merger entity was required to satisfy all of NASDAQ's
initial listing criteria and complete the initial listing process.
The letter went on to state that the initial listing application
was not approved because Xenith Bankshares did not meet the market
value of publicly held shares requirement applicable for a company
seeking initial listing on The NASDAQ Capital Market pursuant to
NASDAQ Listing Rule 5505(b). Accordingly, Xenith Bankshares'
common stock is subject to delisting unless the company requests a
hearing before a NASDAQ Hearings Panel, thereby staying the
delisting proceedings and any suspension in trading in the
company's common stock.
On December 24, 2009, Xenith Bankshares requested a hearing before
the Panel to appeal NASDAQ's determination. At the hearing, which
is scheduled for January 28, 2010, Xenith Bankshares intends to
present its plan for demonstrating compliance with the market
value of publicly held shares requirement. Xenith Bankshares'
common stock will remain listed on The NASDAQ Capital Market at
least until the Panel renders its decision following the hearing.
There can be no assurance, however, that the Panel will grant the
company's request for continued listing.
NASDAQ requires that the market value of the company's publicly
held shares (excluding shares held by directors, executive
officers and 10% shareholders) be at least $15 million. As of the
close of business on December 22, 2009, the completion date of the
merger, the closing bid price for shares of First Bankshares'
common stock was $4.01, which resulted in a market value of
publicly held shares of $9,306,163. The closing bid price for
shares of Xenith Bankshares' common stock must be at least $6.47
in order for the company to satisfy the listing requirement's $15
million threshold.
If the appeal process is not successful, Xenith Bankshares' common
stock will be delisted from The NASDAQ Capital Market. If Xenith
Bankshares' common stock is delisted, the company expects that its
common stock will become eligible for quotation on the OTC
Bulletin Board and/or the Pink OTC Markets following the approval
by the Financial Industry Regulatory Authority (FINRA) of an
application by one or more market makers to continue quoting the
company's common stock.
First Bankshares, Inc. (First Bankshares), formerly SuffolkFirst
Bank (the Bank), -- http://www.suffolkfirstbanks.com/-- conducts
its business operations with a community service approach
primarily through its retail branches in the City of Suffolk. The
Bank's business development targets small to medium business
customers and offers various consumer products. The Bank's
services and products primarily consist of taking deposits and
making loans within the trade area, which consists of the City of
Suffolk, and adjacent cities and counties. In December 2009, First
Bankshares Inc. merged with Xenith Corporation. Under the terms of
the merger agreement, Xenith Corporation was merged with and into
First Bankshares effective December 22, 2009. The combined company
will operate as a one-bank holding company under the name Xenith
Bankshares, Inc.
YOUNG BROADCASTING: Bank Debt Trades at 26% Off
-----------------------------------------------
Participations in a syndicated loan under which Young
Broadcasting, Inc., is a borrower traded in the secondary market
at 73.85 cents-on-the-dollar during the week ended Thursday,
Dec. 31, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal. This represents an
increase of 3.06 percentage points from the previous week, The
Journal relates. The loan matures on Nov. 3, 2012. The Company
pays 225 basis points above LIBOR to borrow under the facility.
Moody's has withdrawn its rating while Standard & Poor's has
assigned a default rating on the bank debt. The debt is one of
the biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 31, 2009.
Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc. Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV -Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.
The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645). Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts. Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committee of unsecured creditors as
counsel. The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer. The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.
YRC WORLDWIDE: Meets Thresholds in Debt-for-Equity Exchange Offers
------------------------------------------------------------------
YRC Worldwide Inc. on December 31 said it was successful with its
debt-for-equity exchange offers having received tenders for
approximately $470 million in par value, representing
approximately 88% of the company's outstanding notes, including:
-- $105 million, or 70%, of its 8-1/2% Notes,
-- $217 million of its 5.0% Notes, and $148 million of its
3.375% Notes, representing 94% of aggregate total of the
5.0% and 3.375% Notes.
The exchange offer has been extended a handful of times. The
exchange offer had been scheduled to expire at 11:59 p.m., New
York City time, on December 29, but was later extended until 11:59
p.m., New York City time, on December 30.
Under the terms of the transaction, the company will issue to
tendering noteholders approximately 37 million shares of common
stock and 4.346 million shares of Class A convertible preferred
stock which, together on an as-if converted basis, will represent
approximately 94% of the company's total issued and outstanding
common stock.
As part of the amendments to its credit agreement, the company
will be able to defer approximately $19 million of fourth quarter
lender interest and fees and will have access to the $159.8
million revolver reserves under the applicable terms of its $950
million revolver. As of December 31, 2009, the company had not
used any portion of the revolver reserves.
The company expects to defer additional lender interest and fees
of $20 million to $25 million per quarter during 2010 depending
upon its usage level of the credit agreement and asset-backed
securitization facility.
The company began the settlement process last week after receiving
electronic confirmation of a portion of the notes that were
submitted for tender after business hours on December 30, and the
company anticipates that the settlement of all tendered notes will
be completed on or before Tuesday, January 5, 2010.
"The success of this note exchange marks a major turning point for
YRC Worldwide -- with our significantly restructured balance sheet
and enhanced liquidity, we will move forward from a more solid
financial foundation," stated Bill Zollars, Chairman and CEO.
"Our comprehensive plan could not have been accomplished without
the collective cooperation and continued support of our many
stakeholders, including our lenders, our noteholders, and our
employees. We remain focused on delivering on our promise of
Confidence Delivered for our customers."
Bankruptcy Warning
As reported in the Troubled Company Reporter on November 11, 2009,
YRC Worldwide told investors it would file for bankruptcy if it
cannot complete a $536 million debt exchange offer that will
enable it to tap into a $106 million revolver credit reserve.
YRC said the uncertainty regarding its ability to generate
sufficient cash flows and liquidity to fund operations raises
substantial doubt about its ability to continue as a going
concern.
YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago. The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.
At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.
About YRC Worldwide
Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway. YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities. Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.
* U.S. FDIC Looks to Gain From Buyers of Failed Banks
-----------------------------------------------------
According to The Wall Street Journal, the U.S. Federal Deposit
Insurance Corp. plans to request that buyers of failed banks allow
the agency to profit if the shares of the buyers rally after
purchases are announced. The Journal, which cited Herbert Held of
the FDIC, said the government has auctioned more than 100 banks to
other financial firms. The policy development began after the
banking agency collected $23.3 million this month from New York
Community BankCorp Inc. as part of the bank's acquisition of
AmTrust Bank, a failed thrift, according to the Journal.
* Housing Recovery Fails to Boost Broker Commissions
----------------------------------------------------
Carla Main at Bloomberg News reports that a surge in home
purchases by first-time U.S. buyers is doing little to help real
estate agents and brokers who close the deals. Commissions in
2009 fell to the lowest level in seven years, driven down by sales
of low-priced homes to first-time buyers using the federal tax
credit. Commissions through November dropped 6.2% from a year
earlier to $40.6 billion, according to Bloomberg calculations
based on the average commission rates from Real Trends Inc. and on
home price and sales data from the National Association of
Realtors.
* Lawsuit Claims Bank Knew Mortgage-Related Investments Were Bad
----------------------------------------------------------------
The investment giant Morgan Stanley has been sued by a Virgin
Islands pension fund that accused the bank of defrauding investors
by marketing $1.2 billion of risky mortgage-related notes that it
expected to fail, according to ABI.
* BOND PRICING -- For the Week From Dec. 28, 2009 to Jan. 1, 2010
-----------------------------------------------------------------
Company Coupon Maturity Bid Price
------- ------ -------- ---------
155 E TROPICANA 8.750% 4/1/2012 21.000
ABITIBI-CONS FIN 7.875% 8/1/2009 9.000
ADVANTA CAP TR 8.990% 12/17/2026 8.000
ALERIS INTL INC 9.000% 12/15/2014 1.100
ALERIS INTL INC 10.000% 12/15/2016 1.000
AMBAC INC 9.375% 8/1/2011 53.625
AMBASSADORS INTL 3.750% 4/15/2027 50.000
AMER GENL FIN 5.000% 1/15/2010 98.090
AMR CORP 10.450% 3/10/2011 75.000
ANTHRACITE CAP 11.750% 9/1/2027 20.000
APRIA HEALTHCARE 3.375% 9/1/2033 60.000
ARCO CHEMICAL CO 10.250% 11/1/2010 70.000
AT HOME CORP 0.525% 12/28/2018 0.125
ATHEROGENICS INC 1.500% 2/1/2012 0.375
BANK NEW ENGLAND 8.750% 4/1/1999 10.000
BANK NEW ENGLAND 9.875% 9/15/1999 10.000
BANKUNITED FINL 3.125% 3/1/2034 5.625
BANKUNITED FINL 6.370% 5/17/2012 6.950
BOWATER INC 6.500% 6/15/2013 22.908
BOWATER INC 9.000% 8/1/2009 21.500
BOWATER INC 9.500% 10/15/2012 24.000
CAPMARK FINL GRP 5.875% 5/10/2012 21.000
CHAMPION ENTERPR 2.750% 11/1/2037 2.500
CITADEL BROADCAS 4.000% 2/15/2011 5.000
CNP-CALL01/10 6.000% 3/15/2012 99.000
COLLINS & AIKMAN 10.750% 12/31/2011 0.010
COLLINS & AIKMAN 12.875% 8/15/2012 0.998
COLONIAL BANK 6.375% 12/1/2015 0.020
COMPUCREDIT 3.625% 5/30/2025 38.250
COMPUDYNE CORP 6.250% 1/15/2011 39.500
CONGOLEUM CORP 8.625% 8/1/2008 21.003
COOPER-STANDARD 8.375% 12/15/2014 23.250
CREDENCE SYSTEM 3.500% 5/15/2010 64.250
DECODE GENETICS 3.500% 4/15/2011 6.250
DECODE GENETICS 3.500% 4/15/2011 7.000
DEX MEDIA INC 8.000% 11/15/2013 26.000
DEX MEDIA INC 9.000% 11/15/2013 21.000
DEX MEDIA INC 9.000% 11/15/2013 25.625
DEX MEDIA WEST 9.875% 8/15/2013 33.000
DOWNEY FINANCIAL 6.500% 7/1/2014 25.375
FAIRPOINT COMMUN 13.125% 4/1/2018 14.000
FAIRPOINT COMMUN 13.125% 4/2/2018 10.563
FEDDERS NORTH AM 9.875% 3/1/2014 0.740
FINLAY FINE JWLY 8.375% 6/1/2012 1.000
FRANKLIN BANK 4.000% 5/1/2027 2.000
GENERAL MOTORS 7.125% 7/15/2013 25.000
GENERAL MOTORS 7.700% 4/15/2016 25.750
GENERAL MOTORS 8.375% 7/15/2033 26.150
GENERAL MOTORS 9.400% 7/15/2021 25.000
GENERAL MOTORS 9.450% 11/1/2011 24.962
GMAC LLC 5.300% 1/15/2010 99.000
HAIGHTS CROSS OP 11.750% 8/15/2011 40.500
HAWAIIAN TELCOM 9.750% 5/1/2013 2.300
HST-CALL01/10 7.000% 8/15/2012 101.750
IDEARC INC 8.000% 11/15/2016 7.000
INDALEX HOLD 11.500% 2/1/2014 1.050
INN OF THE MOUNT 12.000% 11/15/2010 42.063
INTL LEASE FIN 3.250% 1/15/2010 99.100
INTL LEASE FIN 4.200% 2/15/2010 96.066
KEYSTONE AUTO OP 9.750% 11/1/2013 40.000
LEHMAN BROS HLDG 1.500% 3/23/2012 17.000
LEHMAN BROS HLDG 4.375% 11/30/2010 17.580
LEHMAN BROS HLDG 4.500% 7/26/2010 18.131
LEHMAN BROS HLDG 4.500% 8/3/2011 15.750
LEHMAN BROS HLDG 4.700% 3/6/2013 14.900
LEHMAN BROS HLDG 4.800% 2/27/2013 12.500
LEHMAN BROS HLDG 4.800% 3/13/2014 17.205
LEHMAN BROS HLDG 5.000% 1/14/2011 18.500
LEHMAN BROS HLDG 5.000% 1/22/2013 15.000
LEHMAN BROS HLDG 5.000% 2/11/2013 16.625
LEHMAN BROS HLDG 5.000% 3/27/2013 16.250
LEHMAN BROS HLDG 5.000% 8/5/2015 10.868
LEHMAN BROS HLDG 5.100% 1/28/2013 15.500
LEHMAN BROS HLDG 5.150% 2/4/2015 16.250
LEHMAN BROS HLDG 5.250% 2/6/2012 18.000
LEHMAN BROS HLDG 5.250% 1/30/2014 12.000
LEHMAN BROS HLDG 5.250% 2/11/2015 16.400
LEHMAN BROS HLDG 5.350% 2/25/2018 16.640
LEHMAN BROS HLDG 5.350% 3/13/2020 14.750
LEHMAN BROS HLDG 5.500% 4/4/2016 18.125
LEHMAN BROS HLDG 5.500% 2/4/2018 15.000
LEHMAN BROS HLDG 5.500% 2/19/2018 15.750
LEHMAN BROS HLDG 5.500% 11/4/2018 16.625
LEHMAN BROS HLDG 5.500% 2/27/2020 16.250
LEHMAN BROS HLDG 5.550% 2/11/2018 16.550
LEHMAN BROS HLDG 5.600% 1/22/2018 15.700
LEHMAN BROS HLDG 5.600% 9/23/2023 11.500
LEHMAN BROS HLDG 5.625% 1/24/2013 16.500
LEHMAN BROS HLDG 5.700% 1/28/2018 16.625
LEHMAN BROS HLDG 5.700% 4/13/2029 13.500
LEHMAN BROS HLDG 5.750% 4/25/2011 19.500
LEHMAN BROS HLDG 5.750% 7/18/2011 15.759
LEHMAN BROS HLDG 5.750% 5/17/2013 17.404
LEHMAN BROS HLDG 5.750% 3/27/2023 15.350
LEHMAN BROS HLDG 5.875% 11/15/2017 17.500
LEHMAN BROS HLDG 6.000% 4/1/2011 15.375
LEHMAN BROS HLDG 6.000% 7/19/2012 18.630
LEHMAN BROS HLDG 6.000% 6/26/2015 12.875
LEHMAN BROS HLDG 6.000% 12/18/2015 16.000
LEHMAN BROS HLDG 6.000% 2/12/2018 16.000
LEHMAN BROS HLDG 6.000% 1/22/2020 16.500
LEHMAN BROS HLDG 6.000% 2/12/2020 16.750
LEHMAN BROS HLDG 6.000% 1/29/2021 16.625
LEHMAN BROS HLDG 6.000% 7/20/2029 13.166
LEHMAN BROS HLDG 6.200% 9/26/2014 18.500
LEHMAN BROS HLDG 6.200% 5/25/2029 11.000
LEHMAN BROS HLDG 6.250% 2/5/2021 15.400
LEHMAN BROS HLDG 6.250% 2/22/2023 15.228
LEHMAN BROS HLDG 6.500% 2/28/2023 16.000
LEHMAN BROS HLDG 6.500% 3/6/2023 15.600
LEHMAN BROS HLDG 6.500% 1/17/2033 10.862
LEHMAN BROS HLDG 6.500% 2/13/2037 15.000
LEHMAN BROS HLDG 6.500% 7/13/2037 16.625
LEHMAN BROS HLDG 6.600% 10/3/2022 15.250
LEHMAN BROS HLDG 6.625% 1/18/2012 19.750
LEHMAN BROS HLDG 6.625% 7/27/2027 14.734
LEHMAN BROS HLDG 6.750% 3/11/2033 16.625
LEHMAN BROS HLDG 6.800% 9/7/2032 16.625
LEHMAN BROS HLDG 6.850% 8/16/2032 15.500
LEHMAN BROS HLDG 6.850% 8/23/2032 17.000
LEHMAN BROS HLDG 6.900% 9/1/2032 15.750
LEHMAN BROS HLDG 6.900% 6/20/2036 11.900
LEHMAN BROS HLDG 7.000% 4/16/2019 16.500
LEHMAN BROS HLDG 7.000% 10/4/2032 15.750
LEHMAN BROS HLDG 7.000% 7/27/2037 16.625
LEHMAN BROS HLDG 7.000% 9/28/2037 16.250
LEHMAN BROS HLDG 7.000% 1/31/2038 16.625
LEHMAN BROS HLDG 7.000% 2/1/2038 16.375
LEHMAN BROS HLDG 7.000% 2/7/2038 15.000
LEHMAN BROS HLDG 7.000% 2/8/2038 15.000
LEHMAN BROS HLDG 7.000% 4/22/2038 13.250
LEHMAN BROS HLDG 7.050% 2/27/2038 15.500
LEHMAN BROS HLDG 7.100% 3/25/2038 14.500
LEHMAN BROS HLDG 7.200% 8/15/2009 17.500
LEHMAN BROS HLDG 7.250% 2/27/2038 16.625
LEHMAN BROS HLDG 7.250% 4/29/2038 15.830
LEHMAN BROS HLDG 7.350% 5/6/2038 14.875
LEHMAN BROS HLDG 7.730% 10/15/2023 15.500
LEHMAN BROS HLDG 7.875% 11/1/2009 18.125
LEHMAN BROS HLDG 7.875% 8/15/2010 18.000
LEHMAN BROS HLDG 8.000% 3/5/2022 14.000
LEHMAN BROS HLDG 8.000% 3/17/2023 16.625
LEHMAN BROS HLDG 8.050% 1/15/2019 15.500
LEHMAN BROS HLDG 8.500% 8/1/2015 18.000
LEHMAN BROS HLDG 8.500% 6/15/2022 15.500
LEHMAN BROS HLDG 8.750% 12/21/2021 17.000
LEHMAN BROS HLDG 8.800% 3/1/2015 16.500
LEHMAN BROS HLDG 8.920% 2/16/2017 16.500
LEHMAN BROS HLDG 9.500% 12/28/2022 15.510
LEHMAN BROS HLDG 9.500% 1/30/2023 16.625
LEHMAN BROS HLDG 9.500% 2/27/2023 16.000
LEHMAN BROS HLDG 10.000% 3/13/2023 17.500
LEHMAN BROS HLDG 11.000% 10/25/2017 14.000
LEHMAN BROS HLDG 11.000% 6/22/2022 16.375
LEHMAN BROS HLDG 11.000% 8/29/2022 13.000
LEHMAN BROS HLDG 11.000% 3/17/2028 16.000
LEHMAN BROS HLDG 11.500% 9/26/2022 15.021
LEHMAN BROS HLDG 18.000% 7/14/2023 14.271
LTX-CREDENCE 3.500% 5/15/2011 55.000
MAGNA ENTERTAINM 7.250% 12/15/2009 14.065
MAJESTIC STAR 9.500% 10/15/2010 65.000
MAJESTIC STAR 9.750% 1/15/2011 10.560
MERISANT CO 9.500% 7/15/2013 11.030
MERRILL LYNCH 0.000% 3/9/2011 96.000
METALDYNE CORP 10.000% 11/1/2013 3.500
METALDYNE CORP 11.000% 6/15/2012 5.000
MORRIS PUBLISH 7.000% 8/1/2013 30.000
NEFF CORP 10.000% 6/1/2015 14.600
NETWORK COMMUNIC 10.750% 12/1/2013 40.250
NEWPAGE CORP 12.000% 5/1/2013 54.000
NORCFT-CALL01/10 9.000% 11/1/2011 100.288
NORTH ATL TRADNG 9.250% 3/1/2012 34.150
PALM HARBOR 3.250% 5/15/2024 56.000
PMI CAPITAL I 8.309% 2/1/2027 19.500
RAFAELLA APPAREL 11.250% 6/15/2011 42.725
RAIT FINANCIAL 6.875% 4/15/2027 40.247
READER'S DIGEST 9.000% 2/15/2017 1.000
RESIDENTIAL CAP 8.000% 2/22/2011 65.000
RESIDENTIAL CAP 8.375% 6/30/2010 75.250
RESIDENTIAL CAP 8.500% 4/17/2013 50.125
RH DONNELLEY 6.875% 1/15/2013 9.250
RH DONNELLEY 6.875% 1/15/2013 9.250
RH DONNELLEY 6.875% 1/15/2013 9.250
RH DONNELLEY 8.875% 1/15/2016 9.375
RH DONNELLEY 8.875% 10/15/2017 9.125
ROTECH HEALTHCA 9.500% 4/1/2012 58.625
SILVERLEAF RES 8.000% 4/1/2010 90.700
SIX FLAGS INC 9.625% 6/1/2014 30.000
SIX FLAGS INC 9.750% 4/15/2013 29.000
STANLEY-MARTIN 9.750% 8/15/2015 30.000
STATION CASINOS 6.000% 4/1/2012 15.000
STATION CASINOS 6.500% 2/1/2014 0.125
STATION CASINOS 6.625% 3/15/2018 1.250
STATION CASINOS 7.750% 8/15/2016 16.000
TEKNI-PLEX INC 12.750% 6/15/2010 77.000
THORNBURG MTG 8.000% 5/15/2013 7.500
TIMES MIRROR CO 7.250% 3/1/2013 23.900
TOM'S FOODS INC 10.500% 11/1/2004 2.250
TOUSA INC 7.500% 3/15/2011 7.060
TOUSA INC 7.500% 1/15/2015 4.000
TOUSA INC 9.000% 7/1/2010 50.000
TOUSA INC 9.000% 7/1/2010 51.000
TOUSA INC 10.375% 7/1/2012 4.000
TRANSMERIDIAN EX 12.000% 12/15/2010 12.114
TRIBUNE CO 4.875% 8/15/2010 26.500
TRIBUNE CO 5.250% 8/15/2015 24.250
TRIMAS CORP 9.875% 6/15/2012 97.025
TRS-CALL01/10 9.875% 6/15/2012 102.250
TRUMP ENTERTNMNT 8.500% 6/1/2015 1.500
USFREIGHTWAYS 8.500% 4/15/2010 65.063
VERASUN ENERGY 9.375% 6/1/2017 15.750
VERENIUM CORP 5.500% 4/1/2027 44.000
VION PHARM INC 7.750% 2/15/2012 12.000
VISTEON CORP 7.000% 3/10/2014 26.250
WASH MUT BANK NV 5.500% 1/15/2013 0.644
WASH MUT BANK NV 5.550% 6/16/2010 37.000
WASH MUT BANK NV 5.950% 5/20/2013 0.250
WASH MUT BANK NV 6.750% 5/20/2036 0.250
WASH MUTUAL INC 4.200% 1/15/2010 97.500
WASH MUTUAL INC 8.250% 4/1/2010 90.125
WCI COMMUNITIES 7.875% 10/1/2013 1.550
WCI COMMUNITIES 9.125% 5/1/2012 0.500
WII COMPONENTS 10.000% 2/15/2012 60.000
YELLOW CORP 3.375% 11/25/2023 114.500
YELLOW CORP 5.000% 8/8/2023 52.250
*********
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 2010. 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 ***