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/raid1/www/Hosts/bankrupt/TCR_Public/100105.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 5, 2010, Vol. 14, No. 4 Headlines ADELPHIA COMMUNICATIONS: Motorola Lawsuit Fully Resolved ALION SCIENCE: Moody's Downgrades Default Rating to 'Ca/LD' AMERICAN AXLE: Board OKs Annual Base Salaries for 3 Officers AMERICAN AXLE: Closes Sale of $425MM of 9.25% Senior Secured Notes AMERICAN AXLE: Maturity of $243.2MM Revolver Extended to June 30 AMR CORP: Japan Airlines' President Prefers Delta ANESIVA INC: Merger With Arcion Therapeutics Will Not be Completed ARKANOVA ENERGY: MaloneBailey Raises Going Concern Doubt ARTURO GONZALEZ-PEREZ: Case Summary & 6 Largest Unsec. Creditors ASYST TECHNOLOGIES: Feb. 3 Hearing on Plan of Liquidation AVISTAR COMMUNICATIONS: Adopts 2009 Equity Incentive Plan AVISTAR COMMUNICATIONS: Has Deal to Sell U.S. Patents AVISTAR COMMUNICATIONS: JPMorgan Moves Note Maturity to Dec. 2010 BANKUNITED FINANCIAL: Wants Until April 19 to File Chapter 11 Plan BLUE HERON: Files for Chapter 11 Bankruptcy in Oregon BLUE HERON PAPER: Voluntary Chapter 11 Case Summary BRIAN GARBUTT: Case Summary & 20 Largest Unsecured Creditors BUILDING MATERIALS: Emerges From Chapter 11 as Private Company CALIFORNIA COASTAL: Wins Nasdaq Delisting Appeal CANARGO ENERGY: Court Confirms Prepackaged Plan CAPMARK FINANCIAL: Can Use Estate Property to Pay FDIC Claims CAPMARK FINANCIAL: Wants Lease Decision Period Extended to May 24 CAPMARK FINANCIAL: Wants Removal Period Extended to May 24 CARLO APPUGLIESE: Case Summary & 20 Largest Unsecured Creditors CATHOLIC CHURCH: Court OKs TRG as Wilmington Fin'l Advisor CATHOLIC CHURCH: Wilmington Gets Nod for Young Conaway as Attys. CATHOLIC CHURCH: Wilmington Employs Sitrick as Consultant CHARTER COMMUNICATIONS: Has $2.2-Bil. Emergence Date Equity Value CHRYSLER LLC: New Chrysler Has 'Coming Home' Corporate Campaign CHRYSLER LLC: Dealerships Continue to Fight Closings CLASSIC SLEEP: Files Chapter 11 to Facilitate Asset Sale CMC LLC: Sec. 341 Creditors Meeting Set for Jan. 26 CMC LLC: Taps Najjar Denaburg as General Counsel CLARENCE BUNTING: Case Summary & 12 Largest Unsecured Creditors COOPER-STANDARD: Wins Final Nod for Replacement Financing CONTINENTAL AIRLINES: CEO Won't Take Pay Unless Firm Makes Profit CREDIT SUISSE: Faces $24-Bil. Suit for Failure of 4 Resorts DAMOPA INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors DECODE GENETICS: Receives Nasdaq Deficiency Notice DECODE GENETICS: Seeks to Reject Change in Control Benefit Plan DELTA AIR: Receives FAA Permission on Northwest Merger DELTA AIRLINES: Preferred Partner for JAL's President DESIGNER EQUITY HOLDING: Case Summary & Unsecured Creditor DESIGNER LICENSE: Case Summary & 20 Largest Unsecured Creditors DHILLON PROPERTIES: Case Summary & 20 Largest Unsecured Creditors DORMIA INC: Classic Sleep Unit Files Chapter 11 to Sell Assets DOUGLAS BUNTING: Case Summary & 13 Largest Unsecured Creditors DUNE ENERGY: S&P Raises Corporate Credit Rating to 'CCC-' E & J OF HUNTERSVILLE: Case Summary & 3 Largest Unsec. Creditors EDWARD GILLIS: Case Summary & 10 Largest Unsecured Creditors ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary ERICKSON RETIREMENT: Panel Retention of Advisor Has Objections ERICKSON RETIREMENT: Says Ann's Choice Transaction a Financing ERICKSON RETIREMENT: Wants Ruling that Eagle's Trace A Financing EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Bender Suit EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Murray Suit EXPRESS ENERGY: Emerges From Chapter 11 Reorganization FFS DATA: Files for Chapter 11 Bankruptcy FONTAINEBLEAU LV: Retail Mezzanine's Schedules of Assets & Debts FOUNTAIN POWERBOAT: Prepares Reorganization Plan with Liberty FOXLAND HARBOR MARINA: Voluntary Chapter 11 Case Summary GEMCRAFT HOMES: Can Access DIP Financing from Regions Bank GEMCRAFT HOMES: Gemcraft Group Can Access DIP Loan from M&T Bank GENERAL MOTORS: China Sales Jump 66.9% in 2009 to All-Time High GMAC INC: $3.79 Bil. Additional Capital Cues Moody's Rating Review GMAC INC: DBRS Revises 'CCC' Issuer & Long-Term Debt Ratings GMAC INC: Has Key Capital and Strategic Actions for ResCap GREGORY MELLINGER: Case Summary & 8 Largest Unsecured Creditors GRUBB & ELLIS: Registers Common Stock, 12% Preferreds for Resale GSI GROUP: Court to Consider Disclosure Statement Today HAWKEYE RENEWABLES: Gets Court Nod to Hire Epiq as Claims Agent HAWKEYE RENEWABLES: Sec. 341 Creditors Meeting Set for Jan. 20 HAWKEYE RENEWABLES: Gets Interim Nod to Use Cash Collateral HD RETAIL: Won't Complete Acquisition Deal With Greenwind Power IDEARC INC: Emerges from Chapter 11 With New Name JAVED AKHTER: Case Summary & 16 Largest Unsecured Creditors KIRK PHARMECEUTICALS: Case Summary & 12 Largest Unsec. Creditors KOBRA PROPERTIES: Posts Bankruptcy Sale Notice of Assets KPT ENTERPRISES: Voluntary Chapter 11 Case Summary LAKE AT LAS VEGAS: Credit Suisse Faces $24-Bil. Class Suit LANDAMERICA FIN'L: To Decide on LP/LLC Pacts Later LANDAMERICA FIN'L: To Decide on RQ Shareholder Pact Later LANDAMERICA FIN'L: To Hold Rule 2004 Examination on ARS Claims LANDING AT REID'S: Voluntary Chapter 11 Case Summary LATHAM INTERNATIONAL: Can Hire Epiq Bankruptcy as Claims Agent LATHAM INTERNATIONAL: Gets Interim Nod to Use Cash Collateral LATHAM INTERNATIONAL: Schedules Filing Extended Until Feb. 15 LATHAM INTERNATIONAL: Taps Pachulski Stang as Bankruptcy Counsel LEHMAN BROTHERS: Capital Auto Says Swap Not Covered by Stay LEHMAN BROTHERS: Court OKs $580 Mil. Loan Restructuring Deal LEHMAN BROTHERS: Court OKs Forgiveness of Brazil Unit Debt LEHMAN BROTHERS: Gets Court Nod for Add'l $100MM for Aurora Bank LEHMAN BROTHERS: Has Nod to Compel ZAO Citibank to Return Receipts LEHMAN BROTHERS: Proposes to Expand CB Richard Employment LOCATEPLUS HOLDINGS: Has Restructuring Agreement with Lender LYONDELL CHEMICAL: Panel Wants to Halt Extra Payments to Lenders LYONDELL CHEMICAL: Sets Up Chemical Storage Contract Protocol LYONDELL CHEMICAL: Court Approves PwC as Auditor MADOFF SECURITIES: Placed Into Liquidation MARC DREIER: Chapter 7 Trustee Strikes Deal for Domestic Support MIRANT CORP: Court OKs MCAR's Success Fee for Managers MON VIEW: Mathies Mine Sale Hearing Scheduled for Jan. 12 MONTECITO AT MIRABEL: Voluntary Chapter 11 Case Summary NELSON GUERRA: Case Summary & 20 Largest Unsecured Creditors NEW HAVEN HEALTH: Voluntary Chapter 11 Case Summary NEWCOURT INC: Case Summary & 20 Largest Unsecured Creditors NEXTMEDIA GROUP: Sec. 341 Creditors Meeting Set for Jan. 29 NEXTMEDIA GROUP: Gets Court Nod to Hire BMC Group as Claims Agent NEXTMEDIA GROUP: Taps Andrews Kurth as Bankruptcy Counsel NEXTMEDIA GROUP: Wants Richards Layton as Co-Counsel NOVELOS THERAPEUTICS: Ties Bonus Plan to Success of NOV-002 Trial NTK HOLDINGS: Court Enters Final Decree Closing 36 Cases OCEAN DEVELOPMENT: Can Access $290,000 Loan for Operating Expenses PANOLAM INDUSTRIES: Apollo, Eaton Vance Acquire 78% Stake of Newco PENN TRAFFIC: Tops Markets to Bid $90 Million for Assets PENN TRAFFIC: Proposes Stevens & Lee as Co-Counsel PENN TRAFFIC: Proposes FTI Consulting as Financial Advisor PILGRIM'S PRIDE: Settles Claims for Illegal Hiring PLAINFIELD APARTMENTS: Files Chapter 11 Plan to Retain Assets REAL ESTATE ASSOCIATES VII: Alcock Out, Bezzant In as Director RENEW ENERGY: All Fuels Obtains Stay of Valero Purchase RESIDENTIAL CAPITAL: Moody's Comments on $2.7BB Capital Infusion RICHARD LARSEN: Case Summary & 18 Largest Unsecured Creditors RIVER WEST: Court to Consider Cash Collateral Access Tomorrow RIVER WEST: Files Schedules of Assets and Liabilities RK REALTY ONE: Voluntary Chapter 11 Case Summary RYNESS COMPANY: Exits Chapter 11 Bankruptcy SERVICE SUPPLY: Case Summary & 20 Largest Unsecured Creditors SG RESOURCES: Moody's Retains Corporate Family Rating at 'B1' SHERBURNE COMMONS: Cornerstone, Servants Buy Assets for $6 Mil. SIMMONS BEDDING: Plan Supplement Filed SKI MARKET: Financial Woe Prompts Chapter 11 Filing SMARTLENS CORPORATION: Case Summary & 20 Largest Unsec. Creditors SPANSION INC: Noteholders Want Plan Documents Produced SPANSION INC: Creditors Committee Opposes Stock Plan SPANSION INC: Phoenix Partners Owns 5.31% of Outstanding Stock STATION CASINOS: Panel Revises Plea to File LBO Suits SUNWEST MANAGEMENT: Chelalem Fined for Stolen Money and Drugs TAMARACK RESORT: Credit Suisse Faces $24-Bil. Class Suit TARO PHARMACEUTICAL: Shareholders Disapprove Levitt's Control TAYLOR ANGELOS: Case Summary & 17 Largest Unsecured Creditors TEKNI-PLEX: HSBC Bank USA Relaxes Financial Report Requirement TH PROPERTIES: State Rep. Reichley Wants Court to Take Action TRC NUTRITIONAL: Case Summary & 20 Largest Unsecured Creditors TRONOX INC: Huntsman Withdraws Motion to Force Sale Deal TRONOX INC: Secured Lenders Want Panel Fraud Suit Dismissed TRONOX INC: U.S. Trustee Appoints Equity Committee TRUMP ENTERTAINMENT: Icahn Pumps $125 Million for Trump's Casinos TRUMP ENTERTAINMENT: Confirmation Hearing to Begin February 16 UNITED AIR: Moody's Assigns 'B3' Rating on $500 Mil. Notes UOMO MEDIA: Posts $82,358 Net Loss in October 31 Quarter VERIFONE HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating VILLAGE HOMES: Two Homebuilders to Acquire Assets for $21.9 Mil. VION PHARMACEUTICALS: Discloses FDA Conclusion VISTA RIDGE: Case Summary & 20 Largest Unsecured Creditors VISTEON CORP: Court Directs Fee Examiner in Chapter 11 Cases VISTEON CORP: Unsec. Creditors Also Want to Probe Hyundai-Kia VISTEON CORP: Wants to Reject Siemens Equipment Lease Pact WALKING COMPANY: Taps Kurtzman Carson as Claims & Noticing Agent WESTON RANCH DEVELOPMENT: Voluntary Chapter 11 Case Summary WHITEHALL JEWELERS: Has Until January 31 to Access Cash Collateral W.R. GRACE: Court Approves Stipulation With Solow on PD Claims W.R. GRACE: Court OKs Stipulation With Edwards Plaintiffs XERIUM TECHNOLOGIES: Board OKs $1.25MM Discretionary Bonus Pool XERIUM TECHNOLOGIES: Executes Debt Restructuring Term Sheet YELLOWSTONE CLUB: Credit Suisse Faces $24-Bil. Class Suit YRC WORLDWIDE: Fitch Downgrades Issuer Default Ratings to 'RD' YRC WORLDWIDE: Moody's Changes Default Rating to 'Ca\LD' * Automakers to Release December Sales Data on Tuesday * Bankruptcy Business Boomed in 2009, Law360 Says * Nebraska Ethanol Plant Draws $30 Million at Bankruptcy Sale * Recession Aftershocks to Bring More Filings in 2010 * Icahn Enterprises Discloses Cash Tender Offers for 2012 Notes * GASB Issues Statements on OPEB Measurements & CH9 Bankruptcies * Large Companies With Insolvent Balance Sheets ********* ADELPHIA COMMUNICATIONS: Motorola Lawsuit Fully Resolved -------------------------------------------------------- Adelphia Communications Corporation disclosed that the lawsuit entitled Adelphia Communications Corporation, et al, v. Motorola, Inc., et al, Adversary Case No. 06-01558-REG has been fully resolved pursuant to a settlement reached among all parties to the suit. The settlement was approved by United States Bankruptcy Judge, Ceceila G. Morris, on December 14, 2009, and payments to ACC were made pursuant to the settlement on December 29, 2009. A copy of Judge Morris' order approving the settlement and describing its terms is available in the "Important Documents Adelphia Recovery Trust" section of Adelphia's Web site at http://www.adelphiarestructuring.com/ ACC also announces that a subsequent distribution will be made today in a total amount of $133 million in cash to holders of Allowed Claims against the parent ACC pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia Communications Corporation and Certain Affiliated Debtors, dated as of January 3, 2007, as Confirmed. The Effective Date of the Plan occurred on February 13, 2007. ACC continues under the management of Quest Turnaround Advisors, LLC, the Plan Administrator, to liquidate its assets and administer its plan of reorganization. Prior to the sale of substantially all of the consolidated assets of Adelphia to Time Warner NY Cable LLC and Comcast Corporation on July 31, 2006, ACC was the fifth largest cable television company in the country. It served customers in 31 states and offered analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Adelphia Recovery Trust said in a separate statement that in its discretion may retain some or all of its settlement proceeds for funding its operations, including expenses incurred to maintain and administer the Trust and prosecute Trust litigation, all subject to the terms and conditions of the Plan and the Declaration of Trust. No decision has been made by the Trust as to the amount or timing of distributions, if any, to Trust interest holders. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a cable television company. Adelphia served customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Managed Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. That plan became effective on Feb. 13, 2007. ALION SCIENCE: Moody's Downgrades Default Rating to 'Ca/LD' ----------------------------------------------------------- Moody's Investors Service has downgraded Alion Science and Technology Corporation's probability of default rating to Ca/LD from Caa3 following Alion's subordinated note amendment allowing it to defer its January 2, 2010 subordinated debt interest payment until April 1, 2010. Additionally, the rating on Alion's senior secured bank debt has been lowered to B3 from B2. All other ratings, including the Ca senior unsecured notes and the speculative grade liquidity rating of SGL-4 have been affirmed. The rating outlook remains negative. After three business days Moody's will upgrade the probability of default rating to Caa3 and remove the limited default designation. The probability of default rating downgrade and LD designation will encompass any near-term discounted debt exchange or discounted debt repurchase transactions that could result from Alion's high financial leverage and weak liquidity profile, such as the pending subordinated note and warrant redemption agreement that Alion entered into on December 21, 2009. According to that agreement, Alion, subject to certain terms, would redeem the approximately $52 million of subordinated notes and related warrants for $25 million by April 1, 2010. The LD designation Moody's assigned stems from Alion's inability to make the January 2, 2010 interest payment due to terms of the first lien bank credit agreement which restrict the subordinated note cash interest payment portion, a weak liquidity profile and the diminished subordinated note value relative to original obligation that has followed payment deferral; the pending note and warrant redemption agreement suggests a subordinate note recovery value of less than 50%. Moody's does not rate the subordinate note. The SGL-4 rating reflects a weak liquidity profile. Weakness stems from September 2010 revolver expiry, relatively small ($25 million) revolver size, limited near term free cash flow prospects and expected tight financial ratio compliance headroom through 2010. Beyond 2010, first lien financial ratio tests significantly tighten and prospects for compliance appear low. Either more cash on hand (September 2009 balance was $11 million) or a long-term liquidity source will likely be required to support debt service, working capital and other requirements on a sustainable basis. Moreover, internal liquidity sources appear insufficient to fund the $25 million required for Alion's potential April 1, 2010 subordinate note and warrant redemption. The negative outlook remains despite operation progress made. In FY2009, Alion's organic revenues have grown as greater work volumes from the U.S. Department of Defense on projects that Alion supports more than offset declines in commercial services. The company's ability to sustain revenue growth across FY2010 could boost its free cash flow generation prospects and improve the company's chance of achieving profitability over the intermediate term. However, the outlook acknowledges that until the company's liquidity profile materially improves, high leverage will sustain elevated default risk. The ratings are: * Corporate family Caa3 * Probability of default Ca/LD, will be subsequently upgraded to Caa3 * Speculative grade liquidity SGL-4 * $25 million first lien revolver due 9/10 to B3 LGD2, 16% from B2 LGD2, 16% * $232 million first lien term loan B due 2/13 to B3 LGD2, 16% from B2 LGD2, 16% * $245 million unsecured notes due 2/15 Ca LGD4, to 67% from 69% Moody's last rating action on Alion occurred October 20, 2009, when the probability of default rating was downgraded to Caa3 from Caa2. Alion Science and Technology Corporation, based in McLean, VA, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management, and naval September 30, 2009, were $802 million. AMERICAN AXLE: Board OKs Annual Base Salaries for 3 Officers ------------------------------------------------------------ The Compensation Committee of the Board of Directors of American Axle & Manufacturing Holdings, Inc., on December 22, 2009, approved these annual base salaries for David C. Dauch, President & Chief Operating Officer, Michael K. Simonte, Executive Vice President -- Finance & Chief Financial Officer, and Patrick S. Lancaster, Executive Vice President, Chief Administrative Officer & Secretary, effective January 1, 2010: Name 2010 Base Salary ---- ---------------- David C. Dauch $560,000 Michael K. Simonte $500,000 Patrick S. Lancaster $440,000 The term of the Employment Agreement, dated as of November 6, 1997, as amended, between Richard E. Dauch, Co-Founder, Chairman & Chief Executive Officer, and the Company has been extended to December 31, 2010. On December 22, 2009, on the recommendation of the Compensation Committee, the Board approved an Amendment to Mr. R. E. Dauch's Employment Agreement. Pursuant to the Amendment, Mr. R. E. Dauch's annual base salary is $2,702,300, effective June 16, 2009, and Mr. R. E. Dauch waives the right to receive compensation under his Employment Agreement that exceeds the amount the Company is permitted to pay him under the Settlement and Commercial Agreement with General Motors LLC dated September 16, 2009. In addition, Mr. R. E. Dauch will no longer receive annual equity awards under his Employment Agreement. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. * * * As reported by the Troubled Company Reporter on September 24, 2009, Moody's Investors Service raised Axle's Corporate Family Rating to Caa3 from Ca, and raised the rating on Axle's secured guaranteed term loan to B3 from Caa2. Moody's affirmed the company's Probability of Default Rating at Caa3, and affirmed the ratings on the unsecured guaranteed notes and the unsecured convertible notes at Ca. The Speculative Grade Liquidity Rating is SGL-4. The outlook is changed to stable from negative. The TCR also said Standard & Poor's Ratings Services revised its outlook on Axle to developing from negative and affirmed its 'CCC+' corporate credit rating and other ratings. AMERICAN AXLE: Closes Sale of $425MM of 9.25% Senior Secured Notes ------------------------------------------------------------------ American Axle & Manufacturing, Inc., wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc., on December 18, 2009, completed the closing of the sale of $425 million aggregate principal amount of 9.25% senior secured notes due 2017. The Notes are guaranteed on a senior secured basis by the Company and certain of its wholly owned subsidiaries. The Notes were issued by AAM pursuant to an Indenture, dated as of December 18, 2009, by and among AAM, the Guarantors and U.S. Bank National Association, as trustee, which governs the terms of the Notes. On December 16, 2009, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the joint bookrunning managers of the recent public offering by the Company of 14,000,000 shares of its common stock, exercised in full their over-allotment option to purchase an additional 2,100,000 shares of the Company's common stock at a price to the public of $7.20 per share for total gross proceeds of approximately $15.12 million. The closing of the over-allotment option occurred on December 18, 2009. On December 9, 2009, Holdings, Inc., announced that it had agreed to sell 14,000,000 shares of its common stock, par value $0.01 per share, in a public offering at a price to the public of $7.20 per share for total gross proceeds of $100.8 million. Holdings also granted to the underwriters for the offering a 30-day option to purchase up to 2,100,000 additional shares of common stock to cover over-allotments. The offering was made pursuant to an underwriting agreement dated December 9, 2009, with JPMorgan Securities and Merrill Lynch, on behalf of themselves and the other underwriters named therein. A full-text copy of Axle's prospectus supplement dated December 7, 2009, in connection with the offering of 14,000,000 common shares is available at no charge at http://ResearchArchives.com/t/s?4cc0 Pursuant to the prospectus supplement, the underwriters to the shares offering are: Name Number of Shares ---- ---------------- J.P. Morgan Securities Inc. 5,250,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 5,250,000 Barclays Capital Inc. 980,000 Credit Suisse Securities (USA) LLC 980,000 KeyBanc Capital Markets Inc. 980,000 Comerica Securities, Inc. 560,000 ---------------- Total 14,000,000 On December 10, 2009, AAM, a wholly owned subsidiary of Holdings, announced that it had agreed to sell $425 million aggregate principal amount of 9.25% Senior Secured Notes at an issue price of 98.715% in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. * * * As reported by the Troubled Company Reporter on September 24, 2009, Moody's Investors Service raised Axle's Corporate Family Rating to Caa3 from Ca, and raised the rating on Axle's secured guaranteed term loan to B3 from Caa2. Moody's affirmed the company's Probability of Default Rating at Caa3, and affirmed the ratings on the unsecured guaranteed notes and the unsecured convertible notes at Ca. The Speculative Grade Liquidity Rating is SGL-4. The outlook is changed to stable from negative. The TCR also said Standard & Poor's Ratings Services revised its outlook on Axle to developing from negative and affirmed its 'CCC+' corporate credit rating and other ratings. AMERICAN AXLE: Maturity of $243.2MM Revolver Extended to June 30 ---------------------------------------------------------------- American Axle & Manufacturing, Inc., wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc., on December 18, 2009, amended and restated the Credit Agreement dated as of January 9, 2004, among Holdings as guarantor, AAM, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint lead arrangers, upon the satisfaction of the conditions precedent set forth in the Revolving Credit Amendment and Restatement Agreement dated as of December 3, 2009, among AAM, the Company, the lenders party thereto and the Administrative Agent. The Amended and Restated Revolving Credit Agreement extended the maturity date of $243.2 million of the aggregate commitments and revolving loans held by the lenders that on December 3, 2009, agreed to extend their commitments under the Revolving Credit Restatement Agreement to June 30, 2013. Under the Amended Revolving Credit Facility, in the event that the Company achieves and maintains a corporate family credit rating of at least B1 (with a stable outlook) or better from Moody's and B+ (with a stable outlook) or better from S&P, the covenant restricting the Company's and AAM's ability to declare or pay dividends will permit the use of a general basket by the Company to make such payments in an amount not to exceed $10.0 million in any fiscal year ending after December 31, 2009, plus an amount based on the consolidated net income of the Company. After December 31, 2011, if the minimum ratings requirement is satisfied, the size of the basket for investments, loans and advances by loan parties under the Amended Revolving Credit Facility in or to other subsidiaries of the Company will be increased by $75.0 million and the size of the general investment basket will be increased by $30.0 million. Borrowings under the Amended Revolving Credit Facility bear interest at rates based on adjusted LIBOR or an alternate base rate, plus an applicable margin. The applicable margin for LIBOR based loans for lenders with commitments under the class A loan facility, which matures on December 31, 2011, will be 6.00%, and the applicable margin for lenders under the class C loan facility, which matures on June 30, 2013, will be between 4.75% and 6.75%, depending upon the corporate rating of the Company. Outstanding loans under the class B loan facility were repaid in full and commitments under the class B loan facility were terminated. The Company and its domestic subsidiaries (other than AAM) will continue to guarantee the obligations of AAM under the Amended Revolving Credit Facility. The Amended Revolving Credit Facility is secured on a first priority basis by all or substantially all of the assets of the Company, AAM and each guarantor, including a pledge of all capital stock of the U.S. subsidiaries of the Company and each guarantor and a portion of the capital stock of the Company and each guarantor's first-tier foreign subsidiaries under the Collateral Agreement dated as of November 7, 2008, as amended and restated as of December 18, 2009, among AAM, the Company and its domestic subsidiaries (other than AAM) and JPMorgan Chase Bank, N.A., as collateral agent for the lenders under the Amended and Restated Revolving Credit Agreement and the noteholders under the Indenture. The collateral package equally and ratably secures the Amended Revolving Credit Facility and the Indenture. The lenders' rights and the noteholders' rights to such collateral are subject to (a) the Intercreditor Agreement dated as of December 18, 2009, among the Company, AAM, certain domestic subsidiaries of the Company, JPMorgan Chase Bank, N.A., U.S. Bank National Association and any additional authorized representative from time to time party hereto, and (b) the Intercreditor Agreement dated as of September 16, 2009, among General Motors Company, JPMorgan Chase Bank, N.A., as collateral agent for the first priority secured parties under the Amended Revolving Credit Agreement and the noteholders under the Indenture. Enforcement of rights in respect of the collateral package is subject to the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement. Further, the collateral package is subject to the limitations set forth in the Indenture, dated as of February 11, 2004, among AAM, Inc., as issuer, AAM Holdings, as guarantor, and BNY Midwest Trust Company, as trustee, and the Indenture, dated as of February 27, 2007, between AAM, Inc., as issuer, AAM Holdings, as guarantor, and Bank of New York Trust Company, N.A., as trustee. Notes issued pursuant to the Existing Indentures will not share in the collateral package. Contemporaneously with the effectiveness of the Amended and Restated Revolving Credit Agreement, AAM used net proceeds from the Notes offering to repay all outstanding loans under the class B facility and terminated the commitments under the class B facility in an aggregate amount equal to $107,500,000. On December 18, 2009, Holdings repaid all amounts outstanding under its Amended and Restated Credit Agreement dated as of June 14, 2007, as amended and restated as of September 16, 2009, among AAM, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. * * * As reported by the Troubled Company Reporter on September 24, 2009, Moody's Investors Service raised Axle's Corporate Family Rating to Caa3 from Ca, and raised the rating on Axle's secured guaranteed term loan to B3 from Caa2. Moody's affirmed the company's Probability of Default Rating at Caa3, and affirmed the ratings on the unsecured guaranteed notes and the unsecured convertible notes at Ca. The Speculative Grade Liquidity Rating is SGL-4. The outlook is changed to stable from negative. The TCR also said Standard & Poor's Ratings Services revised its outlook on Axle to developing from negative and affirmed its 'CCC+' corporate credit rating and other ratings. AMR CORP: Japan Airlines' President Prefers Delta ------------------------------------------------- The New York Times' DealBook reports that Haruka Nishimatsu, the president of Japan Airlines, told The Asahi Shimbun newspaper on Friday he preferred Delta Air Lines as the carrier's overseas partner to American Airlines. In the interview, published on Sunday, Mr. Nishimatsu also told Asahi he opposes the plan to place the cash-strapped airline in bankruptcy, suggesting tough negotiations ahead between the airline and state-backed Enterprise Turnaround Initiative Corporation of Japan. "The image (of bankruptcy) would affect us and we would lose customers," Mr. Nishimatsu told the newspaper. "If we lose recognition from customers, restructuring would be difficult and this will trouble the ETIC too." The New York Times, citing Reuters, says ETIC, a state-backed fund established to inject capital into and buy the debt of struggling but viable firms, has told JAL's main creditors it favors a bankruptcy proceeding as part of its rescue package. The NY Times, citing Kyodo news agency, says the Japanese government on Sunday said state-owned Development Bank of Japan would double its credit line for JAL to JPY200 billion (US$2.15 billion). JAL has said it will make a decision on which overseas partner it will choose by early January. On December 17, 2009, the Troubled Company Reporter, citing The Wall Street Journal's Mariko Sanchanta and Dow Jones Newswires' Doug Cameron, reported that AMR Corp.'s American Airlines said it may increase a proposed capital investment in Japan Airlines and draw on financial support from other members of their Oneworld alliance. According to the report, Gerard Arpey, chairman and chief executive of American parent AMR Corp., also offered to make JAL the airline's "exclusive partner" in the region, as it intensified efforts to fend off a rival offer from Delta Air Lines Inc. Early in December, AMR said it could inject $1.1 billion into JAL with its partner TPG Inc., the private-equity group, and support from members of its Oneworld alliance. According to the Journal, the pledged support had previously been in the form of logistical and management help for JAL, but Mr. Arpey hinted the partners could also provide capital. Delta and its partners in the rival SkyTeam alliance have said they may revise their proposal to inject $500 million into JAL and provide a $200 million loan and a $300 million revenue guarantee. Delta hasn't said whether other SkyTeam members would inject funds into JAL. The Journal said Richard Anderson, Delta's CEO, met with Seiji Maehara, Japan's Minister of Land, Infrastructure, Transport and Tourism, early in December to explain his company's proposal in more detail. The Oneworld alliance includes British Airways, Qantas, Cathay Pacific, Iberia, LAN, Finnair and Mexicana. About AMR Corp. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,480,000,000 in assets against total debts of $43,500,000,000 in debts as of June 30, 2009. Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. About JAL Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan- based holding company that is active in five business segments through its 225 subsidiaries and 82 associated companies. The Air Transportation segment is engaged in the operation of passenger and cargo planes. The Air Transportation-Related segment is engaged in the transportation of passengers and cargoes, the preparation of in-flight food catering, the maintenance of aircraft and land equipment, as well as the fueling business. The Travel Planning and Marketing segment is involved in the planning and sale of travel packages. The Card and Leasing segment is engaged in the provision of finance, cards and leasing services. The Others segment is involved in businesses related to hotels, resorts, logistics, wholesale, retail, real estate, printing, construction, manpower dispatch, as well as information and communication. The Company has numerous global operating locations. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. * * * As reported by the Troubled Company Reporter on November 3, 2009, Moody's Investors Service has downgraded the long-term debt rating and issuer rating of Japan Airlines International Co., Ltd. To Caa1 from B1, and will continue to review both ratings for further possible downgrade. ANESIVA INC: Merger With Arcion Therapeutics Will Not be Completed ------------------------------------------------------------------ Anesiva, Inc., was unable to satisfy the closing conditions set forth in the Agreement and Plan of Merger, dated August 4, 2009, among Anesiva, Arca Acquisition Corporation, a wholly-owned subsidiary of Anesiva, Arcion Therapeutics, Inc. and, with respect to Articles V and IX only of the agreement, each of the Arcion stockholders listed on Schedule I thereto. The Company intends to immediately cease operations and to file a petition for relief under the Bankruptcy Code. About Anesiva Based in South San Francisco, California, Anesiva, Inc. (Nasdaq: ANSV) -- http://www.anesiva.com/-- was incorporated on January 19, 1999, in Delaware. The Company is a biopharmaceutical company focused on the development and commercialization of novel therapeutic treatments for pain management. Anesiva's lead product candidate is Adlea, a novel small molecule formulation of capsaicin that is currently in development for the management of acute pain following orthopedic surgeries. Going Concern Doubt As reported in the Troubled Company Reporter on April 7, 2009, Ernst & Young LLP, in Palo Alto, California, expressed substantial doubt about Anesiva, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the year ended December 31, 2008. The auditing firm said that the Company has incurred recurring operating losses and negative cash flows from operations and has a working capital deficiency. The Company has an accumulated deficit of $322.8 million as of June 30, 2009. Additionally, the company has used net cash of $9.4 million and $39.9 million to fund its operating activities for the six months ended June 30, 2009, and 2008, respectively. To date the Company's operating losses have been funded primarily from outside sources of capital. ARKANOVA ENERGY: MaloneBailey Raises Going Concern Doubt -------------------------------------------------------- MaloneBailey, LLP's audit report on Arkanova Energy Corporation's consolidated financial statements as of and for the years ended September 30, 2009, and 2008, contained an explanatory paragraph which states that the Company has incurred losses since inception, which raises substantial doubt about its ability to continue as a going concern. Arkanova Energy reported a net loss of $9,975,399 on revenue from oil and gas sales of $620,854 for the year ended September 30, 2009, compared with a net loss of $1,751,656 on no revenue for the year ended September 30, 2008. The Company did not generate any revenues in the year ended September 30, 2008, because the Company acquired its producing oil and gas properties on October 3, 2008. The Company says that readers should not place undue reliance on the change between the two periods due to the fact that it has only recently become a junior producing oil company. Total expenses increased during the year ended September 30, 2009, to $8,723,867 as compared to $1,490,329 during the year ended September 30, 2008. General and administrative expenses increased from $1,490,329 to $2,923,043 for the years ended September 30, 2008 and 2009, respectively, largely as a result of increased professional fees associated with the acquisition of the Company's Montana properties. In addition, the Company incurred $972,098 for oil and gas production costs, $66,537 for depletion expenses and $5,533,043 in impairment of oil and gas properties during the year ended September 30, 2009, none of which costs were incurred in the year ended September 30, 2009. Liquidity The Company had cash and cash equivalents of $11,022 and a working capital deficit of $12,010,775 as of September 30, 2009, compared to cash and cash equivalents of $464 and working capital deficit of $10,850,942 for the year ended September 30, 2009. The Company anticipates that it will require approximately $23,300,000 for operating expenses during the next twelve months. The Company's principal cash requirements are for exploration expenses which the Company anticipates will rise as it proceeds to determine the feasibility of developing its current or future property interests. Balance Sheet At September 30, 2009, the Company had total assets of $14,799,592, total liabilities of $12,489,832, and total stockholders' equity of $2,309,760. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $479,057 in total current assets available to pay $12,489,832 in total current liabilities. A full-text copy of the Company's Form 10-K is available for free at http://researcharchives.com/t/s?4cdc About Arkanova Energy Based in The Woodlands, Texas, Arkanova Energy Corporation (OTC BB: AKVA) -- http://arkanovaenergy.com/--is a junior producing oil and gas company and is also engaged in the acquisition, exploration and development of prospective oil and gas properties. The Company holds property interests located in three counties in the State of Arkansas, United States, mineral leases in Delores County, Lone Mesa State Park, Colorado and leasehold interests located in Pondera and Glacier Counties, Montana. ARTURO GONZALEZ-PEREZ: Case Summary & 6 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Arturo Luis Gonzalez-Perez Urb. Biascochea Calle Begonia #7 Carolina, PR 00979 Bankruptcy Case No.: 09-11216 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Ada M. Conde, Esq. PO Box 13268 San Juan, PR 00908-3268 Tel: (787) 721-0401 Fax: (787) 721-2982 Email: condelawpr@gmail.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 $2,806,603 and total debts of $2,512,010. A full-text copy of the Debtor's petition, including a list of its 6 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/prb09-11216.pdf The petition was signed by Arturo Luis Gonzalez-Perez. ASYST TECHNOLOGIES: Feb. 3 Hearing on Plan of Liquidation --------------------------------------------------------- Asyst Technologies filed with the U.S. Bankruptcy Court for the Northern District of California in Oakland a revised version of its Plan of Liquidation and explanatory Disclosure Statement. Only secured creditors, led by KeyBank National Association, as administrative agent for lenders owed $74.9 million principal under a prepetition term loan, are getting recovery under the Plan. All other creditor groups and interest holders would be wiped out. Only the secured creditors are entitled to vote on the Plan. Because the sale of the Debtor's assets did not generate enough proceeds to pay the lender secured claims in full, it is anticipated that there will be no distributions made to holders of priority claims, general unsecured claims, and the holders of interests. As such, the Debtor believes that, although under the Plan the holders of priority claims and holders of general unsecured claims will receive an interest in the liquidation trust, such beneficial interest in the liquidation trust is likely to have no value. A combined hearing to consider approval of the adequacy of the information in the Disclosure Statement and confirmation of the Plan will be held on Feb. 3, 2010. Objections are due January 20. A copy of the Debtor's Plan is available for free at: http://bankrupt.com/misc/Asyst_Plan_Dec23.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Asyst_DS_Dec23.pdf Sale of Debtor's Assets The successful bidder for the Japan assets was Murata Machinery, Ltd., with a bid of approximately US $115 million, at the applicable exchange rate. As to the U.S. assets, the Debtor sold its Automated Material Handling Systems business to Murata for $5.5 million. Crossing Automation bought the Debtor's Fab Automation Business for $6.5 million. Peer Group bought software assets for $2 million. With respect to potential claims against its Japanese affiliates, on December 1, 2009, the Debtor received notice from the trustee of Asyst Technologies Japan, Inc. and Asyst Japan Holdings. All of the claims filed by the Debtor against Asyst Japan Holdings have been approved by the trustee in the Japan proceedings and will therefore receive a percentage distribution on that claim in accordance with the priority scheme under Japanese law. All of the Debtor's claims filed against ATJ have been denied by the trustee in the Japan proceedings. The trustee in the Japan proceedings asserts that these claims will be set off against other claims against the Debtor held by ATJ. The Debtor is investigating its options in connection with the "assessment procedure" under Japanese law, which is a simplified litigation procedure challenging the Japan trustee's judgment. This filing must be made on or before January 10, 2010. Assuming the assessment procedure action is filed, the court in the Japan Proceedings will render judgment on the objection to the Debtor's claim. As of the date hereof, the actual recovery percentage to unsecured creditors of ATJ and Asyst Japan Holdings is unknown, but in light of the uncertainties, and the pending claim objection by the Japan trustee with respect to the Debtor's claim against ATJ, the Debtor's recovery percentage is currently estimated to be no greater than 10 percent. About Asyst Technologies Headquartered in Fremont, California, Asyst Technologies, Inc. -- http://www.asyst.com/-- is a leading provider of integrated automation solutions primarily for the semiconductor and flat panel display manufacturing industries. The Company is the parent company of seven subsidiaries located in various jurisdictions worldwide. Principally, the Company is the owner of a non- operating holding company organized under the laws of Japan, Asyst Technologies Holdings Company, Inc. Asyst Japan Holdings in turn owns the operating company Asyst Technologies Japan, Inc. The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D. Calif. Case No. 09-43246). Ali M.M. Mojdehi, Esq., Janet D. Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of Baker and McKenzie, serve as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims agent. AlixPartners, LLP serves as financial advisor. Andrew I. Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the official committee of unsecured creditors. As of December 31, 2008, Asyst had total assets of $295,782,000 and total debts of $315,364,000. The Company's Japanese subsidiaries, Asyst Technologies Holdings Company, Inc., and Asyst Technologies Japan, Inc., entered into related voluntary proceedings under Japan's Corporate Reorganization Law (Kaisha Kosei Ho) on April 20, 2009. Kosei Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ. AVISTAR COMMUNICATIONS: Adopts 2009 Equity Incentive Plan --------------------------------------------------------- Avistar Communications Corporation reports that on November 16, 2009, its stockholders approved the 2009 Equity Incentive Plan, which replaced the Company's 2000 Stock Option Plan. On December 8, a total of 20 calendar days after the mailing of an Information Statement related to the 2009 Plan to stockholders, the 2009 Plan became effective. The 2009 Plan contains these material provisions: -- Background The 2009 Plan permits the grant of incentive stock options, nonqualified stock options, and restricted stock to help the Company achieve its employee performance, recruiting, retention and incentive goals. -- Administration of the 2009 Plan The 2009 Plan may be administered by the Board or a committee of the Board. -- Eligible Recipients of Awards The Administrator selects the employees, consultants, and directors who will be granted awards under the 2009 Plan. The actual number of individuals who will receive awards cannot be determined in advance because the Administrator has the discretion to select the participants. -- Shares Reserved Under the 1999 Plan The total number of shares initially reserved for issuance under the Plan will be 12,543,791 shares which include (i) 2,508,325 shares of the Company's common stock previously reserved for issuance under the 2000 Plan but not subject to outstanding options under such plan, which have been moved to the 2009 Plan, and (ii) up to 10,035,466 shares of the Registrant's common stock that may be added to the 2009 Plan in the future as shares reserved for issuance under the 2000 Plan and subject to options or similar awards issued under such plan expire or otherwise terminate without being exercised in full or are forfeited to or repurchased by the Registrant. The shares reserved under the 2009 Plan are subject to automatic annual increase as set forth in the 2009 Plan. -- The Term of 2009 Plan Unless terminated earlier, the 2009 Plan will continue in effect for a term of 10 years from the date adopted by the Board. About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a portfolio of 80 patents for inventions in video and network technology and licenses IP to videoconferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Sony Computer Entertainment Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. At September 30, 2009, the Company had $2.4 million in total assets, including $382,000 in cash and cash equivalents, against $14.9 million in total liabilities, resulting in stockholders' deficit of $12.5 million. As reported by the Troubled Company Reporter on August 25, 2009, the Company said it was in discussions with the remaining holders of its 4.5% Convertible Subordinated Secured Notes to convert the Notes into shares of common stock in January 2010 or extend the term of the Notes. AVISTAR COMMUNICATIONS: Has Deal to Sell U.S. Patents ----------------------------------------------------- Elias MurrayMetzger, Chief Financial Officer of Avistar Communications Corporation, reports that on December 18, 2009, Avistar entered into a patent purchase agreement to sell all right, title and interest in and to substantially all of Avistar's U.S. patents and patent applications, and related foreign patents and patent applications to Intellectual Ventures Fund 61 LLC. The closing of the transactions and payment of the purchase price are subject to the satisfaction of customary closing conditions within 75 days of the date of the agreement. Intellectual Ventures had the right to terminate the agreement for any reason at anytime on or prior to December 25, 2009. Intellectual Ventures has agreed that, unless it cancels the agreement on or prior to December 25, 2009, (a) Intellectual Ventures will use commercially reasonable efforts to close the patent purchase agreement within 30 calendar days, upon which Intellectual Ventures will pay Avistar $11 million and (b) on closing, Intellectual Ventures will grant Avistar and its subsidiaries for the lives of the patents, a royalty-free, irrevocable, non-exclusive, non-sublicensable, right and license, to make, have made, use, sell, offer for sale, import and export Avistar products or services covered by the patents in the ordinary course of business. The granted rights and licenses include rights for authorized agents and end users of Avistar and its subsidiaries to form combinations with other products for certain authorized purposes. Avistar retains a limited time right to grant a single licensee to certain patents related to the products and services of a third party, subject to certain limitations, and in the event such license is not consummated prior to closing, the right to grant a license to such third party will transfer to Intellectual Ventures and Intellectual Ventures will pay Avistar an additional sum if Intellectual Ventures licenses the third party under the patents. About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a portfolio of 80 patents for inventions in video and network technology and licenses IP to videoconferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Sony Computer Entertainment Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. At September 30, 2009, the Company had $2.4 million in total assets, including $382,000 in cash and cash equivalents, against $14.9 million in total liabilities, resulting in stockholders' deficit of $12.5 million. As reported by the Troubled Company Reporter on August 25, 2009, the Company said it was in discussions with the remaining holders of its 4.5% Convertible Subordinated Secured Notes to convert the Notes into shares of common stock in January 2010 or extend the term of the Notes. AVISTAR COMMUNICATIONS: JPMorgan Moves Note Maturity to Dec. 2010 ----------------------------------------------------------------- Elias MurrayMetzger, chief financial officer of Avistar Communications Corporation, reports that effective December 22, 2009, Avistar, as borrower, entered into these agreements with JPMorgan Chase Bank, N.A., as lender: (i) the second amended and restated revolving credit promissory note, (ii) the second amended and restated collateral agreement, and (iii) the third amended and restated security agreement. The amended agreements relate to the renewal of a line of credit with the Bank, which Avistar may draw upon during the term of the note to fund its business operations. Also, effective as of December 22, 2009, Gerald J. Burnett, chairman of Avistar, and The Gerald J. Burnett and Marjorie J. Burnett Revocable Trust entered into the Second Amended and Restated Guaranty with the Bank pledging personal assets as collateral for the Credit Facility. The amended agreements modified certain terms of the Credit Facility, including without limitation, the extension of the maturity date of the note from December 22, 2009, to December 21, 2010, and the increase of the line of credit from $10 million to $11.25 million. As of December 22, 2009, the total principal amount borrowed by Avistar under the Credit Facility was $8.7 million. The Credit Facility is subject to customary terms and conditions, including several reporting and non-financial covenants. As security for the payment of its obligations under the Credit Facility, Avistar granted JPMorgan a security interest in and right of setoff against substantially all of the assets of Avistar. Convertible Subordinated Secured Note Mr. MurrayMetzger also reports that effective December 22, 2009, Avistar entered into an agreement with Baldwin Enterprises, Inc. whereby the parties agreed that Avistar would pay to Baldwin the outstanding principal and interest related to the 4.5% Convertible Secured Subordinated Promissory Note Due 2010. Avistar paid $4.0 million, the outstanding principal amount plus accrued interest under the Baldwin Secured Note on December 23. In a Schedule 13G filing on December 23, Leucadia National Corporation, Phlcorp, Inc., and Baldwin Enterprises, Inc., disclosed they no longer hold Avistar shares. About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a portfolio of 80 patents for inventions in video and network technology and licenses IP to videoconferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Sony Computer Entertainment Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. At September 30, 2009, the Company had $2.4 million in total assets, including $382,000 in cash and cash equivalents, against $14.9 million in total liabilities, resulting in stockholders' deficit of $12.5 million. As reported by the Troubled Company Reporter on August 25, 2009, the Company said it was in discussions with the remaining holders of its 4.5% Convertible Subordinated Secured Notes to convert the Notes into shares of common stock in January 2010 or extend the term of the Notes. BANKUNITED FINANCIAL: Wants Until April 19 to File Chapter 11 Plan ------------------------------------------------------------------ Dow Jones Daily Bankruptcy Review reports that BankUnited Financial Corp. is seeking an April 19, 2010 extension of its exclusive period to propose a Chapter 11 plan. According to the report, the Debtor said it needs more time to review the $4.9 billion claims made by the Federal Deposit Insurance Corp. BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. The Company and its affiliates filed for Chapter 11 on May 22, 2009 (Bankr. S.D. Fla. Lead Case No. 09-19940). Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent the Debtors as counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial Corp. said it has assets of $37,729,520 against debts of $559,740,185. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120,000,000 and $118,171,000 on account of senior notes. BLUE HERON: Files for Chapter 11 Bankruptcy in Oregon ----------------------------------------------------- Portland Business Journal relates that Blue Heron Paper Company filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Oregon, citing sharp drop in demand for newsprint and increase in electrical rates to take effect this month. The Company posted both assets and debts of between $10 million and $50 million. Based in Oregon, Blue Heron Paper Company produces newsprint and specialty paper products. BLUE HERON PAPER: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Blue Heron Paper Company 419 Main Street Oregon City, OR 97045 Bankruptcy Case No.: 09-40921 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Oregon Judge: Randall L. Dunn Debtor's Counsel: Brandy A. Sargent, Esq. 900 SW 5th Ave #2600 Portland, OR 97204 Tel: (503) 224-3380 Email: basargent@stoel.com Robert J. Vanden Bos, Esq. 319 Sw Washington #520 Portland, OR 97204 Tel: (503) 241-4869 Email: vbcservice@yahoo.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. BRIAN GARBUTT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Brian D. Garbutt 1900 Port Cardiff Newport Beach, CA 92660 Bankruptcy Case No.: 09-24606 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Steven K. Kop, Esq. Law Offices of Steven K. Kop 1880 Century Park East, Ste 820 Los Angeles, CA 90067 Tel: (310) 821-8557 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 $10,012,900, and total debts of $4,700,500. The petition was signed by Mr. Garbutt. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Irvne Company $1,200,000 550 Newport Center Dr Newport Beach, CA 92660 John Saunders $700,000 4929 MacArthur Blvd, Suite 300 Newport Beach, CA 92660 Metro Pointe Associates $270,000 South Coast Drive Costa Mess, CA 92626 Ellie Rhammi $100,000 Rezi Law Group First Republic Bank $100,000 Bank of AMerica $100,000 American Express $50,000 Capital One $50,000 Lisa Salisbury $46,000 Salisbury Law Firm Citi Bank $37,000 Rewards Network $35,000 Chase $24,000 Bank of America $23,000 Time Payment $22,000 Danny Cavic $20,000 Chase $12,000 Bank of America $12,000 Barclays $6,500 First Hawaiian $6,500 American Express $6,500 BUILDING MATERIALS: Emerges From Chapter 11 as Private Company -------------------------------------------------------------- Building Materials Holding Corp. said Monday it has completed its financial restructuring and successfully emerged from Chapter 11. The secured lenders of BMHC have converted debt into equity and are now the owners of the reorganized privately held company and its operating entities BMC West Corp. and SelectBuild Construction, Inc. In addition, the company has moved its corporate headquarters from San Francisco back to Boise, Idaho -- the original home of BMC West -- and will unify its operating brands as BMC SELECT(TM). "Like every business associated with residential housing and construction, our company has faced unprecedented challenges during the last few years," says BMC SELECT's new CEO Paul Street. "However, we've emerged quickly with a stronger balance sheet, enhanced liquidity, and a streamlined cost structure. And we're not just leaner, but greener, as well, with a deeper understanding of emerging trends like sustainable building and smart growth." On October 22, 2009, BMHC said the U.S. Bankruptcy Court for the District of Delaware had approved its Amended Disclosure Statement and authorized the Company to begin soliciting approvals of the Company's Plan of Reorganization from the requisite creditor groups. The Plan provides for BMHC's secured lenders to convert debt into equity, becoming majority owners of the Company upon emergence. Under the Plan, BMHC will reduce its outstanding indebtedness as of the filing date by approximately $150 million to $135 million upon emergence. The Company has obtained commitments for $103.5 million of exit financing to support its ongoing operations and future growth. On November 16 and December 14, 2009, the Company filed supplements to the Plan, including a list of proposed officers of the Company upon emergence, proposed Board members for the Company's new Board of Directors and an improved exit financing package. BMHC on December 18 said the Court has confirmed its Plan of Reorganization, paving the way for the Debtor to complete its financial restructuring and emerge from Chapter 11 on January 4, 2010. Mr. Street says the company -- one of the largest building materials distributors in the country -- also has emerged with a stronger, unified brand. "Our new name, BMC SELECT, celebrates our new beginning and leverages the important legacies and brand equity associated with BMC West and SelectBuild. We are the only company that consolidates construction services and building materials, and having one name, one company, and one brand going forward underscores this advantage." A new executive management team comprised of company veterans will lead BMC SELECT forward with the help of a new independent board of directors that brings valuable expertise in areas like building products, construction, real estate, finance, operations, and corporate turnarounds. Mr. Street's fellow executive team members include Stan Wilson, who continues to serve as president and chief operating officer, and Danny McQuary, who will serve as chief financial officer. Mr. Street has been with the company since 1999 and previously served as BMHC's outside general counsel and secretary while a partner at the company's law firm. Mr. Wilson is a 40-year veteran of the building products industry, first at Boise Cascade Corp. and, since 1987, at BMC West and BMHC. Mr. McQuary served as CFO for Lone Star Plywood and Door Corp. from 1994 until its acquisition by BMC West in 1997 and has since held management positions at BMC West and BMHC. In addition to Mr. Street, BMC SELECT's board consists of six independent directors who draw upon a wide range of skills and experience: Jay B. Hunt, a turnaround consultant and non-executive chairman of DDi Corp. Inc., an advanced electronics manufacturing services provider; Peter C. Alexander, past president and CEO of ORCO Construction Distribution, the largest independent building materials distributor in the western United States; Marc Chasman, president of the real estate investment group Picerne Capital West and a former executive at Lennar Homes and KB Homes; Dennis Downer, founder and chairman of Intermountain Orient, a lumber distributor in Boise, Idaho, and former president of the North American Wholesale Lumber Association; Michael A. Maidy, co- managing director and co-founder of Sherwood Partners, LLC, a financial services and crisis management consulting firm; and Carl R. Vertuca, Jr., president of The Vertuca Group, a venture capital and real estate investment company. BMC SELECT -- http://www.bmcselect.com/-- offers lumber and building materials, trusses and components, doors and millwork, and targeted construction and installation services. A privately held company, BMC SELECT employs more than 3,700 people and operates in 11 states and 16 markets. About Building Materials Building Materials Holding Corporation -- http://www.bmhc.com/-- is one of the largest providers of building materials and residential construction services in the United States. BMHC serves the homebuilding industry through two recognized brands: as BMC West, it distributes building materials and manufacture building components for professional builders and contractors in the western and southern states; as SelectBuild, it provides construction services to high-volume production homebuilders in key markets across the country. BMHC and 11 affiliates filed for bankruptcy on June 16, 2009 (Bankr. D. Del. Lead Case No. 09-12074). Judge Kevin J. Carey handles the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy counsel. Paul Croci, at Peter J. Solomon Company, serves as financial advisor. Joseph Spano at Alvarez & Marsal North America, LLC, serves as restructuring advisor. The Debtors' tax consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP; and claims and notice agent is The Garden City Group, Inc. As of March 31, 2009, the Debtors had total assets of $480,148,000 and total debts of $481,314,000. CALIFORNIA COASTAL: Wins Nasdaq Delisting Appeal ------------------------------------------------ California Coastal Communities, Inc. disclosed that on December 29, 2009, the Nasdaq Hearings Panel determined to grant the Company's request to remain listed on The Nasdaq Stock Market, subject to certain conditions. The Panel's decision was based upon the Company's December 3, 2009 appeal of the Nasdaq Staff's decision to delist the Company's common stock from the Nasdaq Stock Market due to the Company's October 27, 2009 filing of a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code pursuant to which the Company is seeking to extend the maturity dates and change the repayment schedules for its approximately $182 million of Brightwater credit facilities in order to repay the debt in full by the end of 2013 based on currently expected home sales over the next four years. The Panel's continued listing decision is conditioned upon (i) the Company providing periodic updates as to the status of the Brightwater credit facilities restructuring efforts; and (ii) the Company emerging from the Chapter 11 process no later than April 26, 2010. If the Company does not emerge by the April 26 deadline, the Panel stated that it would render a final decision to delist the common stock and halt trading on The Nasdaq Stock Market. Once delisted, the Company's common stock would not be immediately eligible to trade over the OTC Bulletin Board or in the "Pink Sheets;" however, the common stock may become eligible for such trading if a market maker applies to quote the common stock in accordance with Securities and Exchange Commission Rule 15c2-11, and such application is approved. About California Coastal California Coastal Communities, Inc., (Nasdaq: CALC) -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company operating in Southern California. The Company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 105 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered 2,200 homes to families throughout Southern California since its formation in 1994. Irvine, California-based California Coastal Communities, Inc., filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring efforts. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. CANARGO ENERGY: Court Confirms Prepackaged Plan ----------------------------------------------- BankruptcyData reports that the U.S. Bankruptcy Court for the Southern District of New York entered an order confirming CanArgo Energy's Prepackaged Plan of Reorganization. The Prepackaged Plan calls for giving the senior lenders new secured debt. The subordinated noteholder would have all of the new equity, although they will share the stock pro rata with general unsecured creditors if they accept the Plan. The Plan calls for a rights offering where the noteholders and unsecured creditors could participate. Based in Guernsey, British Isles, CanArgo Energy Corporation (OSLO: CNR) (PINK SHEETS: CANR) -- http://www.canargo.com-- is an independent oil and gas exploration and production company with its oil and gas operations currently located in Georgia. CanArgo Energy Corp. filed a Chapter 11 petition October 28 in New York (Bankr. S.D.N.Y. Case No. 09-16453). The petition listed assets of $2.6 million against debt totaling $19.8 million. In addition to the $12.3 million in subordinated convertible notes, CanArgo owes $5.3 million to senior secured lenders. CAPMARK FINANCIAL: Can Use Estate Property to Pay FDIC Claims ------------------------------------------------------------- At the behest of Capmark Financial Group Inc., and Capmark Finance Inc., the Bankruptcy Court: (a) authorized CFGI to (i) satisfy claims for Federal Deposit Insurance Corporation; and otherwise (ii) capitalize Capmark Bank, a wholly-owned subsidiary of CFGI, with $400 million cash on or before December 31, 2009; and (iii) segregate on or before the earlier of: * confirmation of a Chapter 11 plan for CFGI; and * June 30, 2010, an additional $250 million to be potentially transferred to the Bank, in a form satisfactory to the FDIC, on a subsequent demand by the FDIC; (b) authorized CFI to transfer to CFGI up to $250 million cash after the closing of the sale of the Debtors' mortgage servicing and banking business to Berkadia Commercial Mortgage LLC, all to preserve the opportunity to realize the fair value of the Bank's assets and to maximize recoveries to CFGI's and CFI's creditors. The Debtors relate that maintaining the Bank's viability through the agreed-upon Cash Transfers is intended to enable the Bank to optimally manage and monetize its existing portfolio in an orderly manner over time and avoid potential actions by the FDIC that could result in a seizure of the Bank and a wholesale liquidation of its assets at fire sale prices in a distressed market. According Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, a current seizure and wholesale liquidation of the Bank would be an unnecessary waste of a significant asset of CFGI's estate that could otherwise inure to the benefit of its creditors. Mr. Madron maintains that the Cash Transfers will help further ensure that the Bank is able to fund its cash flow needs without the premature sale of assets under the currently disadvantageous market conditions and will enable the Bank to weather the difficulties that have befallen the capital markets and the unexpected loss of value of the commercial mortgage loans, while at the same time satisfying the capital ratios under a "cease & desist order" and applicable banking regulations. The Bankruptcy Court approved the Debtors' request, on these terms: (a) nothing will constitute a finding, or imply, that the Federal Deposit Insurance Corporation has or does not have claims against any of the Debtors, or their estates, or any of their affiliates, other than FDIC's contingent claim and rights pursuant to the Capital Maintenance Agreement. (b) the FDIC has standing in CFGI's bankruptcy case to enforce the Court's order against CFGI and after confirmation to enforce the CMA against the reorganized CFGI. (c) Capmark Finance Inc. is authorized and directed to transfer to CFGI cash necessary to permit CFGI to transfer a total of $650 million cash to Capmark Bank, with CFI receiving a superpriority administrative expense claim against CFGI's estate on account of that transfer. (c) as long as the Debtors satisfy their obligations, the FDIC allowed claims will be deemed unimpaired and the FDIC will not object to, contest, or otherwise support or join in any other party-in-interest objecting to or contesting confirmation of any Chapter 11 pan; provided that nothing bars FDIC from objecting to those portions, if any, of a Chapter 11 plan: (i) purporting to transfer the Bank without satisfying all applicable laws and regulations; or (ii) otherwise violating banking laws and regulations. (d) If the CFGI Chapter 11 case is converted to Chapter 7, the CFGI estate and its Chapter 7 trustee in his capacity as trustee will be obligated to satisfy the requirements of the Court's order in respect of the $650 million being transferred into the Bank. 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: Wants Lease Decision Period Extended to May 24 ----------------------------------------------------------------- Under Section 365 of the Bankruptcy Code, bankruptcy courts may grant an additional 90-day extension of the initial 120-day period given to a debtor to assume or reject their leases for cause shown. Given the "intense demands during this initial postpetition period," Capmark Financial Group Inc. and its units ask the Court to extend the time within which they must assume or reject unexpired leases of non-residential property pursuant to Section 365(d)(4)(B) of the Bankruptcy Code, through and including May 24, 2010. According to Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, since the Petition Date, the Debtors have worked on stabilizing their businesses and ensure a smooth transition into Chapter 11. They have, among other things, engaged in the sale of their mortgage banking and loan servicing businesses and military housing business and in the selling of their shares to a Japanese subsidiary. Moreover, the Debtors are currently evaluating their remaining assets and businesses in the context of their restructuring. Hence, the Debtors should not be forced at an early stage of their Chapter 11 cases to incur administrative claims or reject what may prove to be valuable assets before they have had a full opportunity to explore their options in the context of the overall plan process, Mr. Collins says. Extending the Debtors' current Lease Decision Period -- which expires on February 22, 2010 -- will allow them to evaluate and determine how the Unexpired Leases will fit into the Debtors' operations and restructuring alternatives, Mr. Collins emphasizes. The proposed Lease Decision Period Extension will not damage lessor parties to the Unexpired Leases because pending the Debtors' election to assume or reject the Leases, the Debtors will continue to perform all of their undisputed obligations arising from and after the Petition Date in a timely fashion, as required by Section 365(d)(3) of the Bankruptcy Code, Mr. Collins clarifies. 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: Wants Removal Period Extended to May 24 ---------------------------------------------------------- Section 1452(a) of the Bankruptcy Code provides that a party may remove any claim or cause of action in a civil action to the district court for the district where that civil action is pending. In accordance with Rule 9027 of the Federal Rules of Bankruptcy Procedure, a notice of removal may be filed in the bankruptcy court within (i) 90 days after the Petition Date, (ii) 30 days after the entry of a stay termination ruling, or (iii) 30 days after a trustee qualifies in a Chapter 11 case but not later than 180 days after the Petition Date. With cause, however, the Court may extend a debtor's removal period. Capmark Financial Group Inc. and its units' current Action Removal Period is set to expire on January 25, 2010. Accordingly, the Debtors ask the Court to extend to May 24, 2010, the period within which they may file notices of removal of civil actions and proceedings to which the Debtors are or may become parties, pursuant to Rule 9027 of the Federal Rules of Bankruptcy Procedure. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates that since the Petition Date, the Debtors have focused on stabilizing their businesses and ensuring a smooth transition into Chapter 11 while attending to other time-sensitive and complex aspects of their bankruptcy cases. Mr. Collins explains that the Debtors have, among other things, (i) consummated the sale of their mortgage banking and loan servicing businesses and military housing business which closed in December 2009, (ii) been working on the Sale of their shares in a Japanese subsidiary engaged in loan servicing in Japan, which is also scheduled to close in January 2010, and (iii) been evaluating their remaining assets and businesses in the context of their restructuring. In this regard, extending the Action Removal Period for an additional 120 days will permit the Debtors "to timely review their pending litigation matters and properly evaluate them" within the context of their Chapter 11 cases, Mr. Collins tells the Court. Mr. Collins assures Judge Sontchi that the requested Extension will not unduly prejudice any counterparty to the Civil Actions. 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) CARLO APPUGLIESE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Carlo A. Appugliese Kristie Lynn Appugliese 14219 85th Avenue Seminole, FL 33776 Bankruptcy Case No.: 09-29780 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtors' Counsel: Marshall G. Reissman, Esq. Law Offices of Marshall G. Reissman 5150 Central Ave St. Petersburg, FL 33707 Tel: (727) 322-1999 Fax: (727) 327-7999 Email: marshall@reissmanlaw.com Estimated Assets: $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 $1,071,275, and total debts of $1,977,844. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-29780.pdf The petition was signed by the Joint Debtors. CATHOLIC CHURCH: Court OKs TRG as Wilmington Fin'l Advisor ---------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., sought authority from the U.S. Bankruptcy Court for the District of Delaware to employ The Ramaekers Group, LLC, as its financial advisor, nunc pro tunc to the Petition Date, and in accordance with the terms of the parties' engagement agreement. The Diocese proposed to tap TRG as financial advisor to: (a) continue to familiarize itself with the business, operations, financial condition and prospects of the Diocese; (b) provide financial advice and assistance to the Diocese; (c) assist the Diocese in evaluating, structuring, negotiating and implementing a restructuring plan; (d) assist the Diocese in meeting its financial reporting obligations in the bankruptcy proceeding; (e) assist the Diocese and participate in negotiations with holders of the existing debt obligations and other stakeholders; and (f) participate in hearings before the Court with respect to the matters upon which TRG has provided advice, including coordinating with the Diocese's counsel with respect to testimony in connection therewith. TRG will be paid based upon its customary and normal hourly rates for services provided, which currently range from $100 to $750 per hour. In addition, TRG will be reimbursed for its reasonable out- of-pocket and incidental expenses incurred during its engagement. The Official Committee of Unsecured Creditors of the Catholic Diocese of Wilmington, Inc., filed an objection, pointing out that it disputes the Diocese's contention that it is trustee of over $100 million in cash and that the cash is outside of the bankruptcy estate. The Creditors Committee says it is investigating the Diocese's contention and is preparing a complaint for declaratory relief to determine the estate's rights in the Diocese's pooled investment program. If The Ramaekers Group, LLC, is serving as financial advisor to the Diocese in its capacity as a trustee, the trust, and not the estate, should pay trustee-related fees and expenses, Ms. Jones contends. To the extent that TRG's prepetition fees and expenses related to services performed for trusts, approval of the firm's employment should be without prejudice to claims of the estate to avoid and recover trust-related payments, she argues. "The resolution of this objection is simple," Ms. Jones tells the Court. "[TRG] should maintain separate billing accounts for its services to the Debtor as a debtor in possession of estate assets and for its services to the Debtor as a trustee of trusts which contend they are strangers to the estate." The Diocese countered that to resolve the Creditors Committee's informal objection to the Diocese's separate applications to employ TRG and Young Conaway Stargatt & Taylor, LLP, the Committee asked for a language to be included in the firms' retention orders. The language provides that the firms will not provide any services to any trusts involving property that the Diocese alleges is not property of the estate. * * * Judge Sontchi overruled the objection and approved the application. Judge Sontchi also directed TRG to identify separately in its fee applications any services performed from and after the entry of the order, which relate to the enforcement of alleged restrictions on the use or disposition of property the Diocese believes is held in trust or is otherwise unavailable to satisfy the claims of general creditors under applicable law, as set forth in the Court's ruling on the record at the hearing. The Diocese is authorized to pay and reimburse TRG according to the terms of the parties' engagement agreement. TRG will maintain records in support of any actual and necessary costs and expenses incurred in connection with its services in the bankruptcy case. Notwithstanding any provision in the engagement agreement, the Diocese will indemnify TRG solely to certain extent as directed by the Court, including indemnification for any claim arising from, related to, or in connection of the performance of its services described in the engagement agreement. 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). CATHOLIC CHURCH: Wilmington Gets Nod for Young Conaway as Attys. ---------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as its bankruptcy, special litigation and corporate counsel, nunc pro tunc to the Petition Date. The Diocese also asks the Court to authorize Certain Underwriters at Lloyd's, London to pay Young Conaway under certain policies where the defense costs do not reduce the indemnity coverage available to the insureds under the applicable policy. Lloyd's is a signatory to certain policies to the Diocese effective for the policy periods from 1977 to 1993. As counsel, Young Conaway will: (a) provide legal advice with respect to the Diocese's powers and duties as debtor-in-possession in the continued operation of its business and management of its property; (b) provide legal advice with respect to the Diocese's powers and duties as trustee where real, personal, or mixed property was received by grant, gift, devise or bequest, in trust, to be used for religious, educational or charitable purposes in accordance with the terms and conditions of said trusts; (c) prosecute and defend litigation on behalf of the Diocese's bankruptcy estate, including the more than 130 cases filed prepetition against the Diocese under the Delaware Child Victim's Act; (d) pursue the sale or other disposition of the Diocese's assets for the benefit of its bankruptcy estate; (e) pursue confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; (f) prepare on behalf of the Diocese necessary applications, motions, answers, orders, reports and other legal papers; (g) appear in the Court, the Delaware Superior Court, and any other tribunal or proceeding, as necessary to protect the interest of the Diocese; (h) continuing to provide legal advice and legal services with respect to employment, benefits, insurance, real estate, litigation and other general non-bankruptcy matters for the Diocese; and (i) perform all other legal services for the Diocese, which may be necessary and proper. In accordance with Section 330(a) of the Bankruptcy Code, Young Conaway will be paid on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred in connection with its retention. The principal attorneys and paralegal presently designated to represent the Diocese and their current standard hourly rates are: Professional Rate ------------ ---- James L. Patton $800 Robert S. Brady $610 Anthony G. Flynn $450 Neilli M. Walsh $400 Timothy J. Houseal $400 Maris J. Finnegan $310 Mary F. Dugan $300 Patrick A. Jackson $295 Jennifer M. Kinkus $290 Tom Hartzell, paralegal $175 Troy Bollman, paralegal $135 Creditors Committee Objection The Official Committee of Unsecured Creditors filed an objection to the Catholic Diocese of Wilmington, Inc. to the application. The objection was targeted at the Diocese's contention that it is trustee of over $100 million in cash and that the cash is outside of the bankruptcy estate. If Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the Diocese in its capacity as a trustee, the trust, and not the bankruptcy estate, should pay trustee-related fees and expenses, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, argued. "To the extent that YCST's prepetition fees and expenses related to services performed for trusts, approval of YCST's employment should be without prejudice to claims of the estate to avoid and recover trust-related payments," Ms. Jones tells Judge Sontchi. The Diocese tells the Court that the objection trace its origin to a statement in Young Conaway's application stating that the scope of services to be provided by the firm would include "providing legal advice with respect to the Debtor's powers and duties as trustee where real, personal, or mixed property was received by grant, gift, devise or bequest, in trust, to be used for religious, educational or charitable purposes in accordance with the terms and conditions of said trusts." The Diocese is entitled to retain professionals to assist it in carrying out its rights and responsibilities as debtor-in- possession, Mr. Patton reminds the Court. He argues that there is no provision in the Bankruptcy Code for the payment of professionals from non-estate sources for services provided to the Diocese. Hence, he notes, it is unclear in what way the application or the proposed order granting the application is deficient so as to warrant the objection. The Court accordingly overruled the objection and approved the application. Judge Sontchi directed Young Conaway to identify separately in its fee applications any services performed from and after the entry of the order, which relate to the enforcement of alleged restrictions on the use or disposition of property the Diocese believes is held in trust or is otherwise unavailable to satisfy the claims of general creditors under applicable law, as set forth in the Court's ruling on the record at the hearing. Moreover, Judge Sontchi ruled that Certain Underwriters at Lloyd's, London signatory to Policies issued to the Diocese effective for policy periods from 1977 and 1993 may pay any outstanding invoices submitted by Young Conaway for defense of the Diocese in its abuse cases, where payment is to be made under policies of insurance, which provide that payment of the defense costs do not reduce the indemnity coverage available to the insured under the policies. 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). CATHOLIC CHURCH: Wilmington Employs Sitrick as Consultant --------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Sitrick and Company Inc. as its corporate communications consultant, nunc pro tunc to the Petition Date. Reverend Monsignor J. Thomas Cini, the Diocese's secretary and vicar general of administration, relates that Sitrick's employment generally includes advising the Diocese on public relations and corporate communications issues, writing and distributing press releases, consulting on public relations strategies and media relations, in accordance with the terms and conditions in that certain engagement letter dated October 12, 2009, between the Diocese and Sitrick. In light of the widespread media coverage of its Chapter 11 case, the Diocese requires the services of a seasoned and experienced corporate and crisis communications consultant, and one that is familiar with both the Diocese's charitable operations and the Chapter 11 process, Msgr. Cini tells the Court. He avers that Sitrick is particularly well suited to serve as the Diocese's consultant because it has emerged as a leader in corporate reputation management, with extensive experience in both out-of- court restructurings and complex Chapter 11 cases. Msgr. Cini asserts that Sitrick will be able to assist the Diocese in protecting, retaining and developing the goodwill and confidence of the Diocese's stakeholders. The Diocese believes that by having a corporate communications consultant, the other professionals in the bankruptcy case, and the Diocese's representatives, who might otherwise handle the communications matters, will be able to focus better on their competencies and their core tasks -- to efficiently and effectively manage the Diocese's day-to-day charitable operations and to facilitate a successful Chapter 11 process. Sitrick will be paid based on its standard hourly rates, ranging from $185 to $895, for its services subject to an agreed upon discount in light of the Diocese's non-for-profit and charitable status. Sitrick has received (i) a retainer fee amounting to $100,000, $30,000 of which is a minimum, non-refundable annual fee, and (ii) a refundable expense advance amounting to $10,000 to cover reasonable and necessary out-of pocket expenses incurred by Sitrick. Michael S. Sitrick, chairman and chief executive officer of Sitrick, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. 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). CHARTER COMMUNICATIONS: Has $2.2-Bil. Emergence Date Equity Value ----------------------------------------------------------------- As required by its Amended and Restated Certificate of Incorporation, Charter Communications, Inc. disclosed its Emergence Date Equity Value of $2.2 billion as of November 30, 2009, the effective date of Charter's Joint Plan of Reorganization. The Emergence Date Equity Value does not necessarily reflect the actual value of Charter's common stock nor does it reflect the value of Charter's common stock for purposes of Section 382(e) of the Internal Revenue Code of 1986, as amended. The Certificate of Incorporation defines the Emergence Date Equity Value as Charter's equity value on the date on which Charter emerged from chapter 11 bankruptcy protection, which equity value Charter shall announce via a press release and the filing of a Current Report on Form 8-K with the Securities and Exchange Commission no later than 30 days after the Emergence Date. Such equity value shall be determined by Charter in good faith based on the valuation of Charter's total enterprise as determined and approved in connection with the Joint Plan. The Certificate of Incorporation provides that in the event that both (1) the equity value of Charter has decreased by at least 35% from the Emergence Date Equity Value and (2) an owner shift of at least 25 percentage points has occurred during the relevant testing period with respect to Charter's equity for purposes of Section 382 of the Code, and the Treasury regulations thereunder, then Charter may impose restrictions on the trading of Charter's common stock. The restrictions would be aimed at protecting against potential limitations on Charter's ability to utilize net operating loss carryforwards to reduce potential future federal income tax obligations. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Pacific Microwave filed for bankruptcy April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. Charter filed its Chapter 11 petitions to implement a financial restructuring, which, upon approval, would reduce the Company's debt by approximately $8 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. 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. CHRYSLER LLC: New Chrysler Has 'Coming Home' Corporate Campaign --------------------------------------------------------------- Chrysler Group LLC introduced a new corporate advertising campaign designed to reach out to consumers as well as the company's many suppliers and partners. The new corporate campaign, "Coming Home," was created in response to requests from Chrysler Group dealers and research conducted which found that consumers do not realize that Chrysler Group has emerged from bankruptcy and is now a different company with a new alliance partner and a healthy product plan. "This ad tells a story of Chrysler products bringing home loved ones throughout the years and our commitment to continuing to bring them home. It was important to tell this story during the holiday season because it is a time when families come together," said Olivier Francois, Head of Marketing, Chrysler Group LLC. "We want current and future customers, suppliers and partners to know that we are here and we are committed to earning their trust and restoring our reputation." The ad features a driver bringing home a leather travel bag throughout the years in various Chrysler, Dodge and Jeep(R) vehicles. The travel bag symbolizes the continuation of life with all Chrysler Group brands and is the string that ties the entire story together. While various Chrysler, Dodge and Jeep vehicles are featured throughout, the ad begins with a 1930's Chrysler Airflow and ends with a 2010 Chrysler 300 sedan. The 60-second ad was created and produced by the Chrysler brand's advertising agency of record, Fallon, and is scheduled to air beginning January 1 - 4, 2010 during the following bowl games as well as the Chrysler, Dodge, Jeep and Ram brand web sites: -- Jan 1 - Rose Bowl, ABC -- Jan 1 - Outback Bowl, ESPN -- Jan 1 - Sugar Bowl, FOX -- Jan 2 - Liberty Bowl, ESPN -- Jan 2 - Liberty Bowl (Repeat), ESPN2 -- Jan 4 - Fiesta Bowl, FOX 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: Dealerships Continue to Fight Closings ---------------------------------------------------- As many of the 789 dealers terminated during Chrysler's bankruptcy restructuring have cried foul, industry experts and even a former executive question whether the company blundered by dropping so many dealers and giving them just over three weeks to wind down operations, according to ABI. 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) CLASSIC SLEEP: Files Chapter 11 to Facilitate Asset Sale -------------------------------------------------------- Classic Sleep Products on Monday filed a Chapter 11 petition in U.S. Bankruptcy Court for the District of Maryland, seeking approval of the sale of assets of the company. With the approval of the Court, a new company, Classic Brands LLC, would own the assets and is backed with an infusion of $10 million in new financing. Classic's long-time Chinese manufacturing partner will have an equity stake in the new company. The business plan creates a unique opportunity for Classic to solidify its position as the leading value mattress brand in the United States. The company said there will be no disruption of service to its customers, vendors or suppliers. The company said it expected to exit the Chapter 11 process expeditiously. Under the business plan, the current management team led by CEO Mike Zippelli, will increase its majority ownership stake in the business with funding provided by JMX Capital Partners and Classic's senior lender, CIT Financial. "We see this move as a very exciting opportunity to solidify Classic's position as the leading value brand in the United States. This strong infusion of capital will strengthen our current business and position the company for dynamic future growth," said Mr. Zippelli. He explained that the Chapter 11 process was a necessary step for Classic to separate itself from its parent company, Dormia Inc., which had operated more than 30 stores until shortly after its Chapter 11 filing 18 months ago. "We have worked closely with our Chinese supplier for many years. We are designing mattresses and they are building beds to the same specifications we use in our Jessup facility, but at pricing that delivers greater value to the consumer," said Mr. Zippelli. "The cost differential gives us a unique strategic advantage by enabling us to include features at the under $1,500 price point at quality levels that are impossible to produce domestically." Classic Sleep Products' bankruptcy filing comes more than a week after The Wall Street Journal reported that details of the prepackaged reorganization plan for Simmons Bedding Co. were translated into Chinese and posted on the Web site of a government-owned registry in the southern city of Guangzhou, China, where large corporate and government assets are put on sale. The Journal reported that, according to people involved, the idea was to encourage potential Chinese bidders to offer Simmons creditors a better deal than the one presented to the bankruptcy court, and generate fees for themselves if such a bid were to proceed. "An asset in bankruptcy is always in play," the Journal quoted Leonard P. Goldberger, Esq., at Stevens & Lee in Philadelphia, as saying. According to the Journal, Mr. Goldberger is working with government-owned Guangzhou Enterprises Mergers and Acquisition Services, the clearinghouse that published the Simmons information. The Journal said Simmons discounted the endeavor. "Simmons wants to reiterate that it is not contemplating any alternate bids in China or elsewhere nor has Simmons authorized any agent in China to solicit any such bids," said William S. Creekmuir, executive vice president and chief financial officer of Simmons, in a written response to questions, according to the Journal. Simmons Bedding Company is one of the largest bedding manufacturers in North America. Simmons -- controlled by private- equity firm Thomas H. Lee Partners before filing for bankruptcy in November -- is seeking to reorganize $1 billion in debt and exit bankruptcy protection within 60 days under new ownership led by Los Angeles-based Ares Management LLC and a division of Canada's Ontario Teachers' Pension Plan. About Classic Sleep Products Classic Sleep Products -- http://www.dormia.com/-- sells its bedding products and accessories under the Dormia, Space Age and Natural Expressions brands and uses materials from around the world including all-natural and high-performance covers, lamb's wool, Talalay and Dunlop latex, and visco-elastic memory foam. Many of the products are manufactured domestically using handmade craftsmanship and custom embroidery. About Dormia Inc. Dormia Inc., headquartered in Jessup, Maryland, was formed when Advanced Comfort, Inc., founded in 1991, a mattress retailer dedicated to selling mattresses that ensure longer lasting sleep, purchased the assets of Classic Corporation, founded in 1971. Classic was one of the leading manufacturers of specialty sleep products and in 1985 was publicly traded on the New York Stock Exchange. Dormia filed for Chapter 11 bankruptcy protection on June 18, 2008 (Bankr. D. Md. Case No. 08-18044). Judge Duncan W. Keir presided over the case. Michael J. Lichtenstein, Esq., at Shulman Rogers Gandal Pordy & Ecker, P.A., in Rockville, Maryland, served as Dormia's counsel. In its petition, Dormia listed less than $50,000 in assets and $1 million to $10 million in estimated debts. As reported by the Troubled Company Reporter, Dormia conducted a court-ordered liquidation sale beginning July 3, 2008. The Court selected Hudson Capital Partners, LLC to manage the store liquidations. CMC LLC: Sec. 341 Creditors Meeting Set for Jan. 26 --------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of CMC, LLC's creditors on January 26, 2010, at 2:00 p.m. at Robert S. Vance Fed Bldg, 1800 5th Ave No, Room 127, Birmingham, AL 35203. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Alabaster, Alabama-based CMC, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. N.D. Ala. Case No. 09- 07455). Steven D. Altmann, Esq., at Najjar Denaburg, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities in its petition. CMC LLC: Taps Najjar Denaburg as General Counsel ------------------------------------------------ CMC, LLC, has sought permission from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Najjar Denaburg, P.C., as general counsel. Najjar Denaburg will handle, among other things: a. the preparation of the schedules; b. meetings and negotiations with creditors; c. prosecution of any adversary proceedings, or contested matters; and d. and negotiations and preparation of a Disclosure Statement, and Plan of Reorganization. Najjar Denaburg will be paid based on the hourly rates of its personnel: Charles L. Denaburg $375 Marvin E. Franklin $295 Steven D. Altmann $250 Todd Miner $175 Paralegals $75 The Debtor assures the Court that Najjar Denaburg is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Alabaster, Alabama-based CMC, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. N.D. Ala. Case No. 09- 07455). Steven D. Altmann, Esq., at Najjar Denaburg, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities in its petition. CLARENCE BUNTING: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Clarence B. Bunting, Jr. Route 1, Box 150-B Pinetops, NC 27864 Bankruptcy Case No.: 09-11564 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Stephen L. Beaman, Esq. P.O. Box 1907 Wilson, NC 27894 Tel: (252) 237-9020 Fax: (252) 243-5174 Email: sbeaman@beamanlaw.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 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-11564.pdf The petition was signed by Clarence B. Bunting, Jr. COOPER-STANDARD: Wins Final Nod for Replacement Financing --------------------------------------------------------- Cooper-Standard Holdings Inc. and its affiliated debtors obtained final approval from the U.S. Bankruptcy Court for the District of Delaware to enter into a replacement credit agreement with Deutsche Bank Trust Company Americas. The agreement authorizes the Debtors to obtain as much as $200 million to refinance the loans they availed from a group of lenders led by Deutsche Bank under a debtor-in-possession credit agreement dated August 5, 2009. Cooper-Standard Automotive Canada Ltd., the Debtors' unit which is under an insolvency proceeding in Canada, also obtained approval from the Ontario Superior Court of Justice to execute the replacement credit agreement. Under the replacement credit agreement, about $175 million in initial loan will be provided to Cooper-Standard Automotive Inc., METZELER Automotive Profile Systems GmbH and CSA Canada. Of this, CS Automotive will get $75 million while the foreign units will get $50 million each. The companies are also authorized to access an additional $25 million standby uncommitted single draw term loan facility from the lenders. In return for the $200 million loan, the lenders will be granted superpriority administrative expense claim status in the Debtors' Chapter 11 cases, first priority lien on their unencumbered assets, among others. The maturity date of the $200 million loan will be the earliest of August 4, 2010; the effective date of a Chapter 11 plan or CCAA plan of compromise or arrangement; and the acceleration or the termination of the loan other than as a result of the borrowings on the closing date, which is the date the full amount of the loan is made available. The Bankruptcy Court will hold a hearing on December 29, 2009, to consider final approval of the Debtors' request. A full-text copy of the Bankruptcy Court's order is available without charge at http://researcharchives.com/t/s?4c16 About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) CONTINENTAL AIRLINES: CEO Won't Take Pay Unless Firm Makes Profit ----------------------------------------------------------------- Jeff Smisek, who assumed the position of Chairman of the Board, President and Chief Executive Officer of Continental Airlines, Inc., effective on January 1, 2010, on Monday wrote a letter to employees concerning his decision to forego his salary and annual bonus until the Company makes a full-year profit. Mr. Smisek assumed the Chairman, President and CEO role following the resignation of Larry Kellner effective on December 31, 2009. In connection with his promotion, Mr. Smisek has entered into an agreement with the Company dated January 4, 2010 pursuant to which he has agreed to forego his annual salary of $730,000 and any annual bonus that would otherwise be earned for each calendar year beginning January 1, 2010 unless the Company makes a profit for such full calendar year. In the agreement, Mr. Smisek acknowledges that his participation in certain benefits, such as the Company's 401(k) plan and employee stock purchase plan, will be impacted by his salary and annual bonus waiver. The Company also agrees that if the salary and annual bonus waiver impacts Mr. Smisek's participation in welfare benefit plans such as life insurance or disability, it will provide him equivalent benefits at no additional cost. The agreement further provides that the salary and annual bonus waiver will not otherwise affect Mr. Smisek's rights under his employment agreement, including, without limitation, Mr. Smisek's right to participate in any long term incentive program maintained by the Company and the calculation of benefits based on salary or annual bonus level. "As I step into my new role as CEO, I'm proud and excited to be leading the greatest team in the airline industry. You have proven again and again that you can provide the best customer service and product in the business, despite the many challenges that have become the "new normal" for this industry. You just proved that yet again over the holidays, when you performed at the top of your game in one of the worst winter storms in decades on one of the busiest travel days of the year. No one does it better," the letter said. "Now we need to focus on conquering our biggest challenge of all: making money on an on-going basis. Making money will make possible all the good things you want and deserve from Continental -- job security, better pay, better benefits, career advancement and retirement security. Continuing year after year of losses will result in all the things you don't want -- furloughs, pay and benefit reductions, career stagnation and worries about retirement. We've lost almost $1 billion since 9/11 as we've managed from one crisis to the next. It's our airline and it's time to take control of our destiny. "To demonstrate my belief in your ability to do just that, I am going to refuse to accept any salary or annual bonus until we make a full-year profit. I am willing to make this commitment because I have faith in you, and because the tone for any business is set at the top. I am not asking you or anyone else to reduce their pay. What I am asking is that you join me in making Continental profitable again. I'm asking that you do what you do best - provide our customers outstanding service while working more efficiently, bringing in new revenue and out-performing the competition. "While we face enormous challenges, we also have significant strengths. We have you -- the most professional men and women in the industry. We belong to the world's best and most comprehensive airline alliance -- Star Alliance. We fly the newest, most fuel-efficient fleet in the industry, and we have world class facilities. We continue to ensure that our product is competitive, adding amenities like DIRECTV, Video on Demand and flat-bed seats. "Our greatest strength is and always has been the Continental team and our Working Together culture. You are the key to our success and deserve all of the opportunities that will come from making money again. It's our airline. Let's get it back in the black so we can all enjoy the benefits that will flow from making money again." About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- 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 24 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 roughly 63 million passengers per year. Continental ended the third quarter of 2009 with $2.54 billion in unrestricted cash, cash equivalents and short-term investments. At September 30, 2009, Continental had $12.5 billion in total assets against total current liabilities of $4.26 billion, long- term debt and capital leases of $5.29 billion, deferred income taxes of $180 million, accrued pension liability of $1.36 billion, accrued retiree medical benefits of $241 million, and other liabilities of $806 million; against stockholders' equity of $446 million. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. CREDIT SUISSE: Faces $24-Bil. Suit for Failure of 4 Resorts ----------------------------------------------------------- According to various reports, Credit Suisse and the real estate firm Cushman & Wakefield are facing a $24 billion lawsuit filed by property owners who allege that the Swiss bank schemed to defraud investors in several resort communities. The plaintiffs allege Credit Suisse and Cushman & Wakefield deliberately engineered the failure of at least four major resort projects as part of a scheme to take over the properties. According to the reports, the proposed class-action lawsuit was filed Sunday before the U.S. District Court for the District of Idaho. The initial plaintiffs are: -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone Club property owner, and -- L. J. Gibson, an individual who bought property at Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and Gin Sur Mer in the Bahamas. NewWest.Net says the lawsuit alleges a host of illegal acts by Credit Suisse and Cushman & Wakefield, including violations of the Racketeer Influenced and Corrupt Organizations Act, fraud, negligence and breach of fiduciary duty. According to the Associated Press, Messrs. Gibson and Blixseth in their lawsuit described a complex conspiracy dubbed "Loan to Own": First, they said, the money for the resort loans came from a separate fraudulent scheme to help Iranian banks dodge U.S. economic sanctions. That practice ended last month with Credit Suisse agreeing to pay $536 million to settle a U.S. Justice Department inquiry and to admit to violating U.S. economic sanctions by hiding the booming Iranian business. The Plaintiffs also argue that Credit Suisse in 2005 used profits from the scheme to finance a predatory-lending plot, opening a branch in the Cayman Islands and marketing loans to high-end developers. The Plaintiffs contend opening the Cayman Islands branch allowed Credit Suisse to skirt U.S. real-estate appraisal laws. Instead of using appraisal methods accepted in the U.S., the property owners contend, Credit Suisse worked with Cushman & Wakefield to develop a type of appraisal that would grossly inflate the values of the resorts. According to various reports, Duncan King, a spokesman for Credit Suisse, said the lawsuit is without merit and the bank will fight the claims. Dwayne Doherty, a spokesman for Cushman & Wakefield, said the allegations "are completely without merit, and we will defend ourselves vigorously." Michael Flynn, Esq., is the lead attorney in the lawsuit, according to NewWest.Net. About Lake at Las Vegas 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., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. About Yellowstone Club Located near Big Sky, Montana, Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Mountain Club LLC and its affiliates filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC, represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. DAMOPA INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Damopa Investments, LLC 4499 E. Thomas Road, Unit 2020 Phoenix, AZ 85018 Bankruptcy Case No.: 09-33936 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Robert M. Cook, Esq. Law Offices Of Robert M. Cook PLLC 219 W Second St Yuma, AZ 85364 Tel: (928) 782-7771 Fax: (928) 782-7778 Email: robertmcook@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb09-33936.pdf The petition was signed by Patrick Gillihan and/or Monika Catlin, partners of the Company. DECODE GENETICS: Receives Nasdaq Deficiency Notice -------------------------------------------------- deCODE genetics, Inc. has 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. About deCODE deCODE Genetics Inc. is a global leader in analyzing and understanding the human genome. deCODE has identified key variations in the sequence of the genome conferring increased risk of major public health challenges from cardiovascular disease to cancer, and employs its gene discovery engine to develop DNA-based tests to assess individual risk of common diseases; to license its tests and intellectual property to partners; and to provide comprehensive, leading- edge contract services to companies and research institutions around the globe. 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 DECODE GENETICS: Seeks to Reject Change in Control Benefit Plan --------------------------------------------------------------- NetDockets reports that deCODE genetics, Inc., on New Year's Eve, asked the Bankruptcy Court for authority to reject a Change in Control Benefit Plan for the Debtor's managerial employees. deCODE Genetics intends to utilize the Chapter 11 case to sell its interests in a subsidiary, Islensk erfdagreining ehf, its intellectual property and certain drug compounds to Saga Investments LLC or a higher bidder. A hearing on the approval of a sale is scheduled for January 14, 2010. All remaining assets and operations of deCODE will then be liquidated pursuant to a plan of liquidation. NetDockets reports that the Debtor acknowledges that the transactions that are contemplated by the sale to Saga could constitute a change in control under the benefit plan, which would entitle eligible employees to "among other things, the vesting of stock options or other equity plans, lump sum severance payments and certain insurance-related benefits." According to deCODE's motion, following the sale to Saga -- assuming no higher bidder is successful at a January 12th auction -- "most of the Eligible Employees will likely remain in the employ of the ultimate purchaser." The Debtor contends that for those employees, the benefits that would accrue under the plan would constitute a "windfall". As a result, deCODE's board of directors terminated the plan on December 30, 2009. However, deCODE is also seeking court approval to reject the plan under Section 365 of the bankruptcy code in the event that "such termination is later deemed to be ineffective." About decode Genetics deCODE Genetics Inc. is a global leader in analyzing and understanding the human genome. deCODE has identified key variations in the sequence of the genome conferring increased risk of major public health challenges from cardiovascular disease to cancer, and employs its gene discovery engine to develop DNA-based tests to assess individual risk of common diseases; to license its tests and intellectual property to partners; and to provide comprehensive, leading- edge contract services to companies and research institutions around the globe. 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% senior convertible notes. DELTA AIR: Receives FAA Permission on Northwest Merger ------------------------------------------------------ According to an article at The New York Times' DealBook, an executive at Delta Air Lines said Thursday the carrier has received government permission to operate as a single carrier with its Northwest Airlines subsidiary. The Associated Press says the single operating certificate from the Federal Aviation Administration allows Delta to put its code on Northwest flights and phase out the Northwest name. That process will be complete in the first quarter of 2010, according to the AP. For now, travelers won't notice anything different, the AP says. Delta acquired Northwest for $2.8 billion in stock in October 2008 to become the world's biggest airline. The AP says pilots and some smaller work groups from both carriers are operating under joint contracts and seniority lists. However, the AP continues, flight attendants and gate and reservation agents and ramp workers have not resolved representation issues. The AP notes pre-merger Northwest was heavily unionized, while pre-merger Delta was not -- its pilots were its only major work group to be in a union. The AP also notes more than 80% of pre-merger Northwest aircraft have already been painted over with the Delta livery; employees of both carriers are wearing the same uniforms; and the two carriers frequent-flier programs have already been combined under the Delta SkyMiles brand. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. For the third quarter ended Sept. 30, 2009, Delta Air Lines reported a net loss of $161 million, which reflect significant weakness in the airline revenue environment due to the global recession. Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. DELTA AIRLINES: Preferred Partner for JAL's President ----------------------------------------------------- The New York Times' DealBook reports that Haruka Nishimatsu, the president of Japan Airlines, told The Asahi Shimbun newspaper on Friday he preferred Delta Air Lines as the carrier's overseas partner to American Airlines. In the interview, published on Sunday, Mr. Nishimatsu also told Asahi he opposes the plan to place the cash-strapped airline in bankruptcy, suggesting tough negotiations ahead between the airline and state-backed Enterprise Turnaround Initiative Corporation of Japan. "The image (of bankruptcy) would affect us and we would lose customers," Mr. Nishimatsu told the newspaper. "If we lose recognition from customers, restructuring would be difficult and this will trouble the ETIC too." The New York Times, citing Reuters, says ETIC, a state-backed fund established to inject capital into and buy the debt of struggling but viable firms, has told JAL's main creditors it favors a bankruptcy proceeding as part of its rescue package. The NY Times, citing Kyodo news agency, says the Japanese government on Sunday said state-owned Development Bank of Japan would double its credit line for JAL to JPY200 billion (US$2.15 billion). JAL has said it will make a decision on which overseas partner it will choose by early January. On December 17, 2009, the Troubled Company Reporter, citing The Wall Street Journal's Mariko Sanchanta and Dow Jones Newswires' Doug Cameron, reported that AMR Corp.'s American Airlines said it may increase a proposed capital investment in Japan Airlines and draw on financial support from other members of their Oneworld alliance. According to the report, Gerard Arpey, chairman and chief executive of American parent AMR Corp., also offered to make JAL the airline's "exclusive partner" in the region, as it intensified efforts to fend off a rival offer from Delta Air Lines Inc. Early in December, AMR said it could inject $1.1 billion into JAL with its partner TPG Inc., the private-equity group, and support from members of its Oneworld alliance. According to the Journal, the pledged support had previously been in the form of logistical and management help for JAL, but Mr. Arpey hinted the partners could also provide capital. Delta and its partners in the rival SkyTeam alliance have said they may revise their proposal to inject $500 million into JAL and provide a $200 million loan and a $300 million revenue guarantee. Delta hasn't said whether other SkyTeam members would inject funds into JAL. The Journal said Richard Anderson, Delta's CEO, met with Seiji Maehara, Japan's Minister of Land, Infrastructure, Transport and Tourism, early in December to explain his company's proposal in more detail. The Oneworld alliance includes British Airways, Qantas, Cathay Pacific, Iberia, LAN, Finnair and Mexicana. About AMR Corp. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,480,000,000 in assets against total debts of $43,500,000,000 in debts as of June 30, 2009. Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. About JAL Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan- based holding company that is active in five business segments through its 225 subsidiaries and 82 associated companies. The Air Transportation segment is engaged in the operation of passenger and cargo planes. The Air Transportation-Related segment is engaged in the transportation of passengers and cargoes, the preparation of in-flight food catering, the maintenance of aircraft and land equipment, as well as the fueling business. The Travel Planning and Marketing segment is involved in the planning and sale of travel packages. The Card and Leasing segment is engaged in the provision of finance, cards and leasing services. The Others segment is involved in businesses related to hotels, resorts, logistics, wholesale, retail, real estate, printing, construction, manpower dispatch, as well as information and communication. The Company has numerous global operating locations. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. * * * As reported by the Troubled Company Reporter on November 3, 2009, Moody's Investors Service has downgraded the long-term debt rating and issuer rating of Japan Airlines International Co., Ltd. To Caa1 from B1, and will continue to review both ratings for further possible downgrade. DESIGNER EQUITY HOLDING: Case Summary & Unsecured Creditor ---------------------------------------------------------- Debtor: Designer Equity Holding Company, LLC 205 West 39th Street New York, NY 10018 Bankruptcy Case No.: 09-17665 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-301-6944 Fax: (212) 422-6836 Email: KJNash@Finkgold.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $0 to $50,000 The Debtor identified Satz International LLC with a debt claim for $80,000 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/nysb09-17665.pdf The petition was signed by Arnold Simon, managing member of the Company. DESIGNER LICENSE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Designer License Holding Company, LLC 205 West 39th Street, 7th Floor New York, NY 10018 Bankruptcy Case No.: 09-17661 Type of Business: Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-301-6944 Fax: (212) 422-6836 Email: KJNash@Finkgold.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Arnold Simon, the company's managing member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Yiyang Kaida Testile Import $6,461,740 & Export Co. 1 Ziyang City Yiyang City Hunan, China Sterling Factor Corp. $534,580 c/o Quick Buy Inc. PO Box 742 Midtown Station New York, NY 10018 Shanghai Maritex Non-Ironi $305,679 R103, No. 5 737 Lane CAO Xi Bei Road Shanghai, China SEJ Group Go. $186,919 Todtman Nachamie Spizz $161,531 & Johns, PC EZ Apparel LLC $150,000 E-Lo Sportswear, Inc. $149,247 Young Boy Garments $114,720 Industry LLC Shun Tat Enterprise $113,869 Friedman LLP $100,000 Happy Fashion Mfg. Ltd. $81,197 Labels Inter-Global $52,120 Schepisi & McLaughlin PA $46,448 PSE&G Co. $35,510 Ningbo Hydens Int'l $27,500 TKO-Evolution Apparel $20,000 Fedex $16,134 Optimal Business Solutions $14,995 R-PAC $13,695 Elite Service Group $10,243 DHILLON PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Dhillon Properties LLC dba Holiday Inn Express 3019 Idaho St. Elko, NV 89801 Bankruptcy Case No.: 09-54640 Type of Business: Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Nevada (Reno) Debtor's Counsel: A.J. Kung, Esq. 214 South Maryland Pkwy, Ste A Las Vegas, NV 89101 Tel: (702) 382-0883 Fax: (702) 382-2720 Email: ajkung@ajkunglaw.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 $13,217,541, and total debts of $9,260,886. The petition was signed by Bawa Dhillon, the Company's manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Hotel Register $1,538 BAJA Broadband $2,120 City of Elko $109,000 DEA Incorporated $1,732 Elko Foods $14,954 Elko Municipal Water $3,375 Department Frontier $3,748 Guardian Solutions $89,000 Heirsch Hayward Drakeley $5,296 & Urbach InterContinental Hotels $24,760 Group Malar Contract Lighting $1,220 NV Energy $9,261 OTIS Elevator Company $2,379 Persona Inc. $52,782 Play network $4,415 Royal Cup $3,463 Superior Asphalt $6,138 Sysco International Food $2,354 Technology Insurance $8,420 Yesco $6,367 DORMIA INC: Classic Sleep Unit Files Chapter 11 to Sell Assets -------------------------------------------------------------- Classic Sleep Products on Monday filed a Chapter 11 petition in U.S. Bankruptcy Court for the District of Maryland, seeking approval of the sale of assets of the company. With the approval of the Court, a new company, Classic Brands LLC, would own the assets and is backed with an infusion of $10 million in new financing. Classic's long-time Chinese manufacturing partner will have an equity stake in the new company. The business plan creates a unique opportunity for Classic to solidify its position as the leading value mattress brand in the United States. The company said there will be no disruption of service to its customers, vendors or suppliers. The company said it expected to exit the Chapter 11 process expeditiously. Under the business plan, the current management team led by CEO Mike Zippelli, will increase its majority ownership stake in the business with funding provided by JMX Capital Partners and Classic's senior lender, CIT Financial. "We see this move as a very exciting opportunity to solidify Classic's position as the leading value brand in the United States. This strong infusion of capital will strengthen our current business and position the company for dynamic future growth," said Mr. Zippelli. He explained that the Chapter 11 process was a necessary step for Classic to separate itself from its parent company, Dormia Inc., which had operated more than 30 stores until shortly after its Chapter 11 filing 18 months ago. "We have worked closely with our Chinese supplier for many years. We are designing mattresses and they are building beds to the same specifications we use in our Jessup facility, but at pricing that delivers greater value to the consumer," said Mr. Zippelli. "The cost differential gives us a unique strategic advantage by enabling us to include features at the under $1,500 price point at quality levels that are impossible to produce domestically." Classic Sleep Products' bankruptcy filing comes more than a week after The Wall Street Journal reported that details of the prepackaged reorganization plan for Simmons Bedding Co. were translated into Chinese and posted on the Web site of a government-owned registry in the southern city of Guangzhou, China, where large corporate and government assets are put on sale. The Journal reported that, according to people involved, the idea was to encourage potential Chinese bidders to offer Simmons creditors a better deal than the one presented to the bankruptcy court, and generate fees for themselves if such a bid were to proceed. "An asset in bankruptcy is always in play," the Journal quoted Leonard P. Goldberger, Esq., at Stevens & Lee in Philadelphia, as saying. According to the Journal, Mr. Goldberger is working with government-owned Guangzhou Enterprises Mergers and Acquisition Services, the clearinghouse that published the Simmons information. The Journal said Simmons discounted the endeavor. "Simmons wants to reiterate that it is not contemplating any alternate bids in China or elsewhere nor has Simmons authorized any agent in China to solicit any such bids," said William S. Creekmuir, executive vice president and chief financial officer of Simmons, in a written response to questions, according to the Journal. Simmons Bedding Company is one of the largest bedding manufacturers in North America. Simmons -- controlled by private- equity firm Thomas H. Lee Partners before filing for bankruptcy in November -- is seeking to reorganize $1 billion in debt and exit bankruptcy protection within 60 days under new ownership led by Los Angeles-based Ares Management LLC and a division of Canada's Ontario Teachers' Pension Plan. About Classic Sleep Products Classic Sleep Products -- http://www.dormia.com/-- sells its bedding products and accessories under the Dormia, Space Age and Natural Expressions brands and uses materials from around the world including all-natural and high-performance covers, lamb's wool, Talalay and Dunlop latex, and visco-elastic memory foam. Many of the products are manufactured domestically using handmade craftsmanship and custom embroidery. About Dormia Inc. Dormia Inc., headquartered in Jessup, Maryland, was formed when Advanced Comfort, Inc., founded in 1991, a mattress retailer dedicated to selling mattresses that ensure longer lasting sleep, purchased the assets of Classic Corporation, founded in 1971. Classic was one of the leading manufacturers of specialty sleep products and in 1985 was publicly traded on the New York Stock Exchange. Dormia filed for Chapter 11 bankruptcy protection on June 18, 2008 (Bankr. D. Md. Case No. 08-18044). Judge Duncan W. Keir presided over the case. Michael J. Lichtenstein, Esq., at Shulman Rogers Gandal Pordy & Ecker, P.A., in Rockville, Maryland, served as Dormia's counsel. In its petition, Dormia listed less than $50,000 in assets and $1 million to $10 million in estimated debts. As reported by the Troubled Company Reporter, Dormia conducted a court-ordered liquidation sale beginning July 3, 2008. The Court selected Hudson Capital Partners, LLC to manage the store liquidations. DOUGLAS BUNTING: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Douglas L. Bunting PO Box 144-B Pinetops, NC 27864 Bankruptcy Case No.: 09-11561 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Stephen L. Beaman, Esq. P.O. Box 1907 Wilson, NC 27894 Tel: (252) 237-9020 Fax: (252) 243-5174 Email: sbeaman@beamanlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of Mr. Bunting's petition, including a list of his 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-11561.pdf The petition was signed by Mr. Bunting. DUNE ENERGY: S&P Raises Corporate Credit Rating to 'CCC-' --------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based independent oil and gas exploration and production company Dune Energy Inc. to 'CCC-' from 'D'. At the same time, S&P raised the ratings on Dune's $300 million senior secured notes due 2012 to 'CCC-' from 'D'. The recovery rating on the notes remains '3', reflecting expectations for meaningful (50- 70%) recovery in a default. The outlook is negative. "The ratings action reflects Dune's announcement yesterday that it made the $15.9 million interest payment on its senior secured notes due 2012, near the end of applicable 30-day grace period," said Standard & Poor's credit David Lundberg. S&P had previously lowered ratings to 'D' after the company announced that it did not intend to pay interest on the notes and that it had begun discussions with noteholders on a comprehensive restructuring plan. The company announced that it was unable to reach an agreement to restructure the notes in an acceptable manner to its board of directors. The 'CCC-' rating reflects the company's burdensome financial leverage and potentially precarious liquidity position. In S&P's view, the company's heavy debt burden makes the prospects of a distressed exchange or bankruptcy a distinct possibility. As of Sept. 30, 2009, the company had $317 million of debt and nearly $200 million of redeemable convertible preferred stock. For the past 12 months, the company has generated only approximately $30 million in EBITDA, while incurring roughly $35 million of interest. The negative outlook reflects the company's burdensome financial leverage, weak liquidity, and S&P's belief that the company could again be incentivized to pursue a distressed exchange with its noteholders. S&P would lower ratings if the company does not make its next scheduled interest payment on the notes or announces it will again pursue a restructuring plan. S&P considers a revision to stable unlikely absent a meaningful increase in hydrocarbon prices that would allow the company to significantly improve its credit ratios and liquidity. E & J OF HUNTERSVILLE: Case Summary & 3 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: E & J of Huntersville, LLC 12125 Statesville Road Huntersville, NC 28078 Bankruptcy Case No.: 09-33611 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: Richard M. Mitchell, Esq. Mitchell & Culp, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 Email: rmmatty@mitchellculp.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/ncwb09-33611.pdf The petition was signed by Edgor Dean Ellis Jr., member manager of the Company. EDWARD GILLIS: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Edward Joseph Gillis Joan L. Gillis aka Joan Lucas Gillis 11207 Field Circle Spotsylvania, Va 22551 Bankruptcy Case No.: 09-38514 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Chief Judge Douglas O. Tice Jr. Debtors' Counsel: Elizabeth L. Gunn, Esq. DurretteBradshaw, PLC 600 East Main Street, 20th Floor Richmond, VA 23219 Tel: (804) 775-6900 Fax: (804) 775-6911 Email: egunn@durrettebradshaw.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 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vaeb09-38514.pdf The petition was signed by the Joint Debtors. ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------------- Debtor: Entertainment Technologies, Inc. dba LEGENDS SPORTS PUB & GRILL dba CART WHEEL CASINO & LIQUOR STORE 500 DEER DRIVE GREAT FALLS, MT 59404 Bankruptcy Case No.: 09-62607 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court District of Montana (Butte) Debtor's Counsel: Gary S. Deschenes, Esq. P.O. Box 3466 Great Falls, MT 59403-3466 Tel: (406) 761-6112 Email: descheneslaw@dslawoffices.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Joseph E. McKenney, president of the Company. ERICKSON RETIREMENT: Panel Retention of Advisor Has Objections -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Erickson Retirement Communities LLC's cases seeks the Court's authority to retain Protiviti Inc. as its financial advisor, nunc pro tunc to November 4, 2009. In separate filings, the Debtors, PNC Bank, National Association, Bank of America, N.A., and Capmark Finance Inc., as administrative agents for Senior Secured Lenders, filed responses to the Official Committee of Unsecured Creditors' application to retain Protiviti, Inc., as its financial advisor. On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, tells the Court that the Debtors have set an aggressive timeline for reorganizing their businesses and emerging from Chapter 11. The Debtors hope to emerge from Chapter 11 as strong viable enterprises in early 2010. This self-imposed reorganization timeline is designed to keep professional fees to a minimum resulting in maximization of the going concern value of the Debtors' businesses resulting in greater recovery for all creditors. Against this backdrop, Mr. Slusher argues that the Committee's request to retain an additional professional which will be paid $150,000 for the first four months and $100,000 thereafter out of estate funds should be denied for two reasons: (1) The retention of a financial advisor to perform services for the Committee is not necessary given the "out of the money" position of unsecured creditors in the Debtors' Chapter 11 cases; and (2) The proposed flat fee to be paid to Protiviti is not reasonable. In addition, although the Debtors do not object to the indemnification provisions with respect to Protiviti's retention, the Debtors oppose Protiviti's limitation of liability request because Protiviti, as a financial advisor, carries malpractice liability, which should cover any claims arising out of any services rendered during any engagement, Mr. Slusher explains. Moreover, the Administrative Agents clarify that they do not object to the retention of Protiviti. However, based on the schedules of assets and liabilities filed by Project Debtors Ashburn Campus, LLC, Concord Campus, LP, Concord Campus GP, LLC, Houston Campus, LP, Kansas Campus, LLC, Novi Campus, LLC, and Senior Campus Services, LLC, the Administrative Agents point out that there is a de minimis unsecured trade debt owed by the Project Debtors and thus, the costs of Protiviti assessed against the Project Debtors' estates may far exceed: -- the total amount of unsecured trade debt at the project level; and -- any alleged benefit the Project Debtors and their estates may receive from the professional services. The Administrative Agents further object to the proposed $150,000 lump sum monthly payment to Protiviti. Protiviti should be required to seek compensation on an hourly basis, so that the Debtors' estates and the Court can be certain that the amounts sought are reasonable for the services provided, the Administrative Agents assert. For these reasons, the Objecting Parties ask the Court to deny the Committee's Application. 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: Says Ann's Choice Transaction a Financing -------------------------------------------------------------- Debtors Warminster Campus, LP, Warminster Campus GP, LLC, and Erickson Retirement Communities, LLC, seek a declaratory judgment against HCP ER3, LP, formerly known as CNL Retirement ER3, LP. Pursuant to an adversary complaint, the Debtors ask the Bankruptcy Court to: (a) deem a certain "Ann's Choice Transaction" as a financing, and not a lease; and (b) rule that Section 365 does not apply to the Ann's Choice Transaction. Warminster Campus was formed by ERC on March 21, 2001, to acquire and develop a continuing care retirement community located in Warminster, Bucks County, Pennsylvania known as Ann's Choice. In March 2001, Warminster Campus purchased approximately a 95-acre land in Warminster, Bucks County, Pennsylvania. The Ann's Choice community was to include approximately 2000 independent living units, 150 assisted living units, 150 skilled nursing units, and accessory uses. To finance the initial construction and development of the Project, Warminster Campus obtained a revolving line of credit in June 2002 pursuant to a Construction Loan among Warminster Campus, Mercantile Bank, as administrative agent, and other lenders, in the original principal amount of $50 million, as amended. The Warminster Construction Loan was guaranteed by ERC and collateralized by all assets of Warminster Campus. Pursuant to the Warminster Construction Loan, ERC was required to invest $18,000,000 into the Project, by its own funds or from subordinate debt. The Debtors subsequently began the construction and development of the Ann's Choice Community in August 2002, which opened for occupancy in August 2003. The development of Ann's Choice Community has yet to be fully completed. The Debtors sought additional capital to satisfy the Liquidity Covenant under the Warminster Construction Loan. To that end, in June 2003, Warminster and HCP ER3 entered into these transactions: (a) A Purchase Agreement, wherein Warminster Campus sold the Property to HCP ER3 for $19,500,000; (b) A $19,500,000 Loan, which is titled a lease, but which in substance is a financing arrangement whereby Warminster Campus was to repay the loan from HCP ER3; (c) A limited guaranty and indemnity agreement, whereby ERC agreed to indemnify HCP ER3 under certain circumstances and to guarantee certain obligations of Warminster Campus under the Lease; (d) A partnership interest pledge agreement, wherein ERC and Warminster GP granted a security interest in their partnership interests in Warminster Campus to the Defendant; and (e) A ground lessor tri-party agreement, whereby HCP ER3 Agrees that its interests in the Property are subordinate to the interests of the parties to the Warminster Construction Loan and certain other related agreements concerning the Ann's Choice community. HCP ER3 purportedly purchased the Property from the Debtors so that the Debtors could construct and develop the Ann's Choice Community on the Property, Ted A. Berkowitz, Esq., at Farrell Fritz, P.C., in Uniondale, New York, relates. Moreover, under a Master Lease, Warminster Campus, with the consent of HCP ER3, subleased the land and community to Ann's Choice, Inc., a Not- For-Profit, which operated the campus on a day-to-day basis. In addition, Warminster and the NFP entered into a Community Loan, whereby the NFP agreed to loan Warminster Campus a portion of the Initial Entrance Deposits paid to the NFP by incoming residents of the community. When the Ann's Choice Community was near completion, the NFP secured permanent financing through Project Bonds, which were issued by the Bucks County Industrial Development Authority pursuant to a Trust Indenture dated December 1, 2005. The proceeds of the Project Bonds were loaned by the Bucks County Authority to the NFP pursuant to a loan agreement. Upon the issuance of Project Bonds, the NFP and Warminster Campus entered into an agreement, wherein the NFP provided Warminster Campus with a deposit to ensure the sale of the community to the NFP. The Ann's Choice Community has not yet been completed and thus, the sale of the Community to the NFP has not yet occurred. Mr. Berkowitz asserts that the intent of the parties was for the Ann's Choice Transaction to be a financing arrangement. Moreover, he elaborates, the Loan contains an option to purchase the Property, wherein the purchase price is nominal under the circumstances, which in itself is indicative of a financing agreement and not a lease. Similarly, he cites, the Loan requires Warminster Campus to assume obligations that reflect ownership in the Property and indicate that the Warminster Transaction is a financing and not a lease. Warminster Campus says the payments it made to HCP ER3 under the Loan were payments of interest on the $19.5 million loan from HCP ER3. In this light, the economic realities of the Ann's Choice Transaction and the terms of the Agreement prove that the relationship between HCP ER3 and Warminster Campus is a borrower/lender relationship and not a lessee/lessor relationship, Mr. Berkowitz maintains. Since the Ann's Choice Transaction is a financing and not a lease, Section 365 of the Bankruptcy Code does not apply, he 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) ERICKSON RETIREMENT: Wants Ruling that Eagle's Trace A Financing ---------------------------------------------------------------- Debtors Houston Campus, LP, Senior Campus Services, LLC, and Erickson Retirement Communities, LLC, initiated an action seeking declaratory judgment against HCP ER6, LP, formerly known as CNL Retirement ER6, LP. Houston Campus was formed by ERC on August 17, 2004, to acquire and develop a continuing care retirement community located in Houston, in Harris County, Texas, known as Eagle's Trace Community. In August 2004, Houston purchased certain land parcel located at State Highway No. 6, in Houston, Harris County, Texas. The Eagle's Trace community was to include 1,500 independent living units, 100 assisted living units, 90 skilled nursing units, and accessory uses. To finance the initial construction and development of the Project, Houston Campus entered into a certain Construction Loan in the original principal amount of $50 million, as amended, with Mercantile-Safe Deposit and Trust Company, now known as PNC Bank, National Association, as administrative agent, and other lender parties. The Houston Construction Loan is guaranteed by ERC and Erickson Group, LLC. Pursuant to the Houston Construction Loan, Houston Campus and the Guarantors are required to maintain liquid assets for $24,000,000. In October 2004, the Debtors began the construction and development of the Eagle's Trace community, which opened for occupancy in October 2005. The development of the Eagle's Trace Community has yet to be fully completed. The Debtors sought additional capital to satisfy the Liquidity Covenant under the Houston Construction Loan. In connection with this plan, in November 2004, Houston and HCP ER6 entered into these transactions: (a) A Purchase Agreement, whereby Houston Campus sold the Property to HCP ER6 for $23,000,000; (b) A $23,000,000 Loan, which is titled a lease, but which in substance is a financing arrangement wherein Houston Campus was to repay the loan from HCP ER6; (c) A limited guaranty and indemnity agreement, wherein ERC agreed to indemnify HCP ER6 under certain circumstances and to guarantee certain obligations of Houston Campus under the Lease; (d) A partnership interest pledge agreement, whereby ERC and Senior Campus granted a security interest in their partnership interests in Houston Campus to HCP ER6; and (e) A ground lessor tri-party agreement, in which HCP ER6 agrees that its interests in the Property are subordinate to the interests of the parties to the Houston Construction Loan and certain other related agreements concerning the Eagle's Trace community. Ted A. Berkowitz, Esq., at Farrell Fritz, P.C., in Uniondale, New York, points out that HCP ER6 purchased the Property so that the Debtors could construct and develop the Eagle's Trace Community upon the Property. He further says that the intent of the parties was for the Eagle's Trace Transaction to be a financing. He also notes that HCP ER6 has received Houston Campus' financial statement, which demonstrates that the Eagle's Trace Transaction is a financing and not a lease. In addition, the Loan contains an option to purchase the Property, which option purchase price is nominal under the circumstances. The Loan also requires Houston Campus to pay, among other things, the amounts owed for taxes, insurance, and utilities, which obligations reflect ownership in the Property. Moreover, Mr. Berkowitz relates that the payments made by Houston Campus to HCP ER6 under the Loan were payments of interest on the $23 million loan from HCP ER6. These provisions show that HCP ER6 computed the payments to earn a return on its investment, which is another indication that the Eagle's Trace Transaction is a financing and not a lease. Similarly, the presence of Houston Campus' right of first refusal indicates that the Eagle's Trace Transaction is a financing and not a lease, he insists. In this light, the economic realities of the Eagle's Trace Transaction and the terms of the agreement prove that the relationship between HCP ER6 and Houston is a borrower/lender relationship and not a lessee/lessor relationship, Mr. Berkowitz maintains. Since Eagle's Trace Transaction is a financing and not a lease, Section 365 of the Bankruptcy Code does not apply, he tells the Court. Thus, the Debtors ask the Court for a judgment declaring that: (a) the Eagle's Trace Transaction is a financing, not a lease; and (b) Section 365 does not apply to the Eagle's Trace 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) EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Bender Suit -------------------------------------------------------------- On December 3, 2009, Reorganized Exide Technologies was served with a complaint styled Bender. et al. v. Allis Chalmers Corp., Case No. 002607, filed in the Court of Common Pleas of Philadelphia County, Philadelphia, Pennsylvania. Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones P.C., in Wilmington, Delaware, submits that Section 1452 of the Judiciary Code and Rules 9006 and 9027 of the Federal Rules of Bankruptcy Procedure govern the removal of pending civil actions. Specifically, Section 1452(a) provides that: "A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title." Bankruptcy Rule 9027(a)(3) further provides that: "If a claim or cause of action is asserted in another court after the commencement of a case under the Code, a notice of removal may be filed with the clerk only within the shorter of (A) 30 days after receipt, through service or otherwise, of a copy of the initial pleading setting forth the claim or cause of action sought to be removed, or (B) 30 days after receipt of the summons if the initial pleading has been filed with the court but not served with the summons. Bankruptcy Rule 9006(b) provides that the court may extend unexpired time periods, without notice: "[When an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion . . . with or without motion or notice order the period enlarged if the request is made before the expiration of the period originally prescribed or as extended by a previous order." Ms. Jones tells the Court that the Reorganized Debtor seeks the extension because 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 or barred by orders of the Court, and are discharged pursuant to the Confirmation Order and the Bankruptcy Code. Further, Ms. Jones explains that the Reorganized Debtor does not wish to file a precipitious 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. Accordingly, the Reorganized Debtor seeks the extension of time to permit the Reorganized Debtor to further investigate the asserted claims and to determine whether removal is appropriate. Thus, the Reorganized Debtor asks the Court to extend the time by which they may file notices of removal through and including March 31, 2010, with respect to the Bender Action. 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, 2010, when the Court holds a hearing to consider the merits of the Debtor's request. Objections to the motion will become due by February 3. 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 to Remove Murray Suit -------------------------------------------------------------- Reorganized Exide Technologies asks the Bankruptcy Court to further extend through March 31, 2010, the time within which it may file notices of removal with respect to the state court case styled Dolores Bartholomew and David C. Murray, Jr. Co-Executors of the Estate of David C. Murray, Sr., Deceased v. Exide Technologies, Case No. 03196, filed in the Judicial District of Pennsylvania, Court of Common Pleas of Philadelphia County. James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that the Reorganized Debtor was served with the complaint on June 29, 2009. The Reorganized Debtor seeks the extension because 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 barred by orders of the Bankruptcy Court, and are discharged pursuant to the Confirmation Order and the Bankruptcy Code, Mr. O'Neill stresses. Accordingly, the Reorganized Debtor seeks this extension to permit the Reorganized Debtor to further investigate the asserted claims and to determine whether removal is appropriate, Mr. O'Neill avers. Mr. O'Neill further clarifies that the Reorganized Debtor does not wish to file a precipitous notice of removal, nor wish to waive its statutory right to remove the State Court Case if, as suspected, it is barred and discharged by the bankruptcy case. 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, 2010 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 this 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. EXPRESS ENERGY: Emerges From Chapter 11 Reorganization ------------------------------------------------------ Express Energy Services, a Houston-based oilfield services company, emerged from Chapter 11 reorganization on December 31, 2009. The Company's quick exit from Chapter 11 comes only 9 weeks after the bankruptcy filing. Express filed for Chapter 11 bankruptcy protection on October 27, 2009, submitting a pre-negotiated reorganization plan that was overwhelmingly approved by its 75 senior secured creditors. The lenders agreed to exchange their $330 million in claims for Express equity and obtain ownership of the oilfield services company that is now essentially debt-free. The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, confirmed the company's Joint Plan for Reorganization on December 7, 2009. The company postponed its emergence from Chapter 11 until the end of the calendar year for administrative and accounting purposes. Express Energy Services will remain a privately owned company. The new owners do not plan to make any major changes in the company's operations or senior management. "I want to thank all 1200 dedicated Express employees for their patience and perseverance during this restructuring process," said Darron Anderson, Chief Executive Officer of Express Energy Services. "I also want to thank our loyal customers and vendors who stood by us during the Chapter 11 process, and who can continue to count on Express and its employees to fulfill their business service needs in the years ahead." "Revenues and cash flows exceeded budgets while our company was in Chapter 11," said Chief Financial Officer Jim Davis. "Express has ample liquidity and financial flexibility to continue to serve its customers and take advantage of growth opportunities in the future." The country's economic recession and dramatic downturn in the energy sector sharply cut both demand and prices for oil and natural gas, causing a 50% drop in the U.S. drilling rig count in the past year. Reduced profits caused Express to file for Chapter 11 in order to restructure its long-term debt. During the past six months, the market has started to show signs of modest recovery: the U.S. land rig count has risen from 823 rigs in June to more than 1,130 rigs in December. "With this trying period behind us, Express can look forward to a bright future, supported by a debt-free balance sheet, positive cash flow, and dedicated employees who are committed to serving our customers in a safe, professional manner," added Anderson. On the Net: http://www.expressenergyinfo.com/ About Express Energy Services Express Energy Services began operations in October 2000 as an offshore rental support business to the coil tubing market. During the past nine years, Express has grown into a diversified oilfield service company serving oil and natural gas exploration and production companies from the Gulf Coast to the Rocky Mountains and every oil and gas basin in between. Headquartered in Houston, Texas, Express has more than 1200 employees and more than 30 service locations in Arkansas, Colorado, Louisiana, Oklahoma, Pennsylvania, and Texas. The company provides "cradle to grave" wellsite services to support its customers' drilling, completions, work-overs, and wellbore abandonment operations. Express Energy Services Operating LP, together with 23 affiliates, sought bankruptcy protection in Houston on October 27 (Bankr. S.D. Tex. Case No. 09-38044). The Company listed both assets and debt of $100 million to $500 million in its Chapter 11 petition. FFS DATA: Files for Chapter 11 Bankruptcy ----------------------------------------- Brian Bandell at South Florida Business Journal reports that FFS Data filed for Chapter 11 bankruptcy posting assets of $9.1 million and liabilities of $27.5 million. The Company, Business Journal reports, owes $17 million non- secured guaranty note plus a $1.8 million secured loan to Fifth Third Bank; $4 million in unsecured loan, Legacy Bank of Florida; $3.1 million in lease, Siena Realty Associates; and $232,500 in lease, Corporate Realty Associates. Bradley Shraiberg represents the Company. FONTAINEBLEAU LV: Retail Mezzanine's Schedules of Assets & Debts ---------------------------------------------------------------- A. Real Property None B. Personal Property B.1 Cash on hand None B.2 Bank Accounts Bank of America - 1233057330 Loss Proceeds $0 B.3 Security Deposits None 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 Fontainebleau Las Vegas Retail, LLC - 100% 0 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 Claim No. 27131 filed in Lehman Holdings, Inc., et al. Case No. 08-1355(JMP) Unknown 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 $0 ======================================================== C. Property Claimed as Exempt None D. Secured Claim Lehman Brothers Holdings Inc. $124,201,345 E. Unsecured Priority Claims None F. Unsecured Non-priority Claims None TOTAL SCHEDULED LIABILITIES $124,201,345 ======================================================== 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) FOUNTAIN POWERBOAT: Prepares Reorganization Plan with Liberty ------------------------------------------------------------- Washington Daily News reports that Fountain Powerboat Industries Inc. said it's working on a reorganization plan where an investment group will be majority shareholders in the reorganized Company. Liberty Investments will help finance the reorganization of the Company and help the company pay off its creditors. Reggie Fountain will be retained as Daily News' president and CEO under the new deal. Oxford Investment Group, under the name FB Investments LLC, was looking to obtain Fountain Powerboats' assets at the bankruptcy hearing, but will now be treated as a creditor. Oxford Investment purchased the Company's bank note from Region Bank for $6.5 million. Oxford, according to the report, was denied of its bid to terminate the company's exclusive right to file a reorganization plan in November. Oxford Investment argued that the Company did not have enough money and its stock being traded were not valuable enough, according to Washington Daily News. Fountain Powerboat Industries filed for Chapter 11 bankruptcy protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09- 07132). The Company's affiliates -- Fountain Powerboats, Inc., Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain, Inc., also filed for bankruptcy. John A. Northen, Esq., and Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist Fountain Powerboat in its restructuring efforts. Fountain Powerboat listed $3 in assets and $19,619,331 in liabilities. FOXLAND HARBOR MARINA: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Foxland Harbor Marina LLC 153 Douglas Bend Gallatin, TN 37066 Bankruptcy Case No.: 09-14911 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Debtor's Counsel: William L. Norton, III, Esq. Bradley Arant Boult Cummings Llp Po Box 340025 Nashville, TN 37203 Tel: (615) 252-2397 Fax: (615) 252-6397 Email: bnorton@babc.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 Chris Wicke, officer/president of the Company. GEMCRAFT HOMES: Can Access DIP Financing from Regions Bank ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, in a final order, authorized Gemcraft Homes, Inc., and its debtor-affiliates to: -- obtain postpetition loans, advances and other financial accommodations from Regions Bank not to exceed $25,000,000; -- grant security interest in and liens upon all of the prepetition collateral and postpetition collateral and superpriority administrative claim status. As of the petition date, the Debtor owed the lender pursuant to the existing loans, letter of credit obligations and other prepetition obligations $32,204,823, including outstanding principal of $30,370,638 plus two letters of credit outstanding for an additional $1,834,184, plus interest accrued and accruing thereon, together with all costs, fees, expenses and other charges accrued, accruing or chargeable with respect thereto. The Debtors related that they do not have sufficient available sources of working capital, including cash collateral, to operate their businesses in the ordinary course. Except for certain postpetition financing the Debtors obtained from a non-debtor affiliate, Gemcraft Capital, LLC, up to a maximum amount of $5,000,000, the Debtors were unable to procure sufficient financing in the form of unsecured credit. The lender expressed willingness to extend certain loans, advances and other financial accommodations. As reported in the Troubled Company Reporter on November 23, 2009, the DIP facility is comprised of (i) a $22,000,000 revolving Builder Line of Credit; (ii) a $2,000,000 Acquisition & Development Line of Credit; and (iii) a $1,000,000 revolving overhead line of credit. The DIP facility will incur interest at LIBOR + 300bps with a floor of 3.50%. The BLOC and the A&D Line will mature at the earlier of confirmation or November 9, 1010. The Overhead Line has a six-month term. The Debtors are also authorized to have limited access to cash collateral, until the expiration of lender's commitment to lend under the loan agreement and the other loan documents. As adequate protection, the lender is granted replacement liens upon and security interests in all collateral and allowed superpriority administrative expense claim in each of the cases and any successor cases. The replacement lien will be junior and subordinate only to the liens and security interests granted to lender in the collateral securing the postpetition obligations and will otherwise be senior to all other security interests in, liens on, or claims against any of the collateral. About Gemcraft Homes, Inc. Gemcraft Homes, Inc., is a corporation formed under the laws of the State of Maryland with its principal place of business located in Harford County, Maryland. Gemcraft was founded in 1993 with a single sales trailer in Abingdon, Maryland, from which six residential homes were sold. Since that time, Gemcraft has grown to become one of the largest independent homebuilders in the Mid- Atlantic region, and one of the fastest growing builders in the entire country. Gemcraft is a production builder which targets first-time homebuyers and first-time "move up" buyers. It also targets retired, and soon to retire, buyers for its retirement communities. The Company filed for Chapter 11 bankruptcy protection on November 9, 2009 (Bankr. D. Md. Case No. 09-31696). The Company's affiliates -- DLM, LLC, et al. -- filed separate Chapter 11 bankruptcy petitions. G. David Dean II, Esq., Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, assist Gemcraft Homes in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. GEMCRAFT HOMES: Gemcraft Group Can Access DIP Loan from M&T Bank ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, in a final order, authorized Gemcraft Homes Group, Inc. and its debtor- affiliates to: -- obtain senior secured postpetition financing from Manufacturers and Traders Trust Company in an aggregate principal amount not to exceed $7,000,000; -- use cash collateral on a limited basis; and -- grant M&T Bank security interests, liens, and superpriority claim, including a superpriority administrative claim. Gemcraft Group is indebted to M&T Bank pursuant to the prepetition credit agreement and that certain LIBOR revolving credit note, dated June 30, 2008, executed and delivered by Gemcraft Group to the order of M&T Bank in the original principal amount of $50,000,000. As of the petition date, the Debtors owe M&T Bank the aggregated $46,757,964, comprised of not less than $46,374,999 in principal, $306,905 in interest, and $76,059 in late charges, plus all accrued or hereafter accruing and unpaid interest thereon and any additional fees and expenses due under the prepetition credit documents. The Debtors have an immediate and critical need to obtain postpetition financing under the DIP Facility and to use the cash collateral in order to finance the ordinary costs of their operations. Except for certain postpetition financing the Debtors have obtained from a non-debtor affiliate, Gemcraft Capital, LLC, the Debtors were unable to obtain adequate unsecured credit. The DIP Lender has indicated a willingness to provide the Debtors with certain additional financing commitments. The Debtors are also authorized to use cash collateral. As adequate protection, M&T Bank is granted the prepetition replacement liens and the adequate protection priority claims. The prepetition replacement liens will be junior to the DIP Liens, and senior to any other liens, including, without limitation, to the primed liens. About Gemcraft Homes, Inc. Gemcraft Homes, Inc., is a corporation formed under the laws of the State of Maryland with its principal place of business located in Harford County, Maryland. Gemcraft was founded in 1993 with a single sales trailer in Abingdon, Maryland, from which six residential homes were sold. Since that time, Gemcraft has grown to become one of the largest independent homebuilders in the Mid- Atlantic region, and one of the fastest growing builders in the entire country. Gemcraft is a production builder which targets first-time homebuyers and first-time "move up" buyers. It also targets retired, and soon to retire, buyers for its retirement communities. The Company filed for Chapter 11 bankruptcy protection on November 9, 2009 (Bankr. D. Md. Case No. 09-31696). The Company's affiliates -- DLM, LLC, et al. -- filed separate Chapter 11 bankruptcy petitions. G. David Dean II, Esq., Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, assist Gemcraft Homes in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. GENERAL MOTORS: China Sales Jump 66.9% in 2009 to All-Time High --------------------------------------------------------------- General Motors Co. and its joint ventures in China said Monday that their domestic sales jumped 66.9% in 2009 to a record 1,826,424 units. Based on bullish sales of Buick, Chevrolet and Wuling vehicles, the GM China family achieved an estimated market share of 13.4%, another year-end record and an improvement of 1.3 percentage points from the end of 2008. The strong year-end results were possible in part because of record December sales by GM's Shanghai GM and SAIC-GM-Wuling joint ventures and the addition of sales from its new FAW-GM joint venture. Modern Products "We are proud of our performance in 2009," said Kevin Wale, President and Managing Director of the GM China Group. "Chinese consumers responded enthusiastically to our lineup of modern, fuel-efficient and stylish products, validating our strategy of rolling out a steady cadence of great vehicles that are leaders in their respective segments. This is part of GM's global strategy of focusing on designing, building and selling the world's best products." In 2009, as part of GM's aggressive product launch strategy, GM and its joint ventures in China introduced several new and upgraded models to keep up with strong industry demand, including the new Buick LaCROSSE and New Regal turbo series; the Chevrolet Cruze; and the new Cadillac SLS and SRX. In addition, GM continued to bring to China its latest technology such as the new 1.2-liter engine in the Chevrolet Spark and ECOTEC 1.6-liter DVVT engine in the Chevrolet Cruze. Both powertrains made the list of the 10 best engines in China for 2009. Growing Investment GM and its joint ventures continued increasing their investment in China to help position themselves for long-term success. To provide better service to local customers, Shanghai OnStar initiated in-vehicle safety, security and communication services. It welcomed its first subscriber in China on December 20. In addition, the GM China Science Lab was launched and PATAC opened its new vehicle safety lab. Shanghai GM broke ground on China's largest proving ground in Anhui province, SAIC-GM-Wuling opened a new engine plant in Qingdao, and GM China moved to new offices in Shanghai, sharing space with the GM International Operations headquarters and the Center for Advanced Research and Science. To maintain its growth, the GM China family continued to expand. In the middle of the year, GM launched an important new partnership with FAW, FAW-GM, which has given GM a presence in the light commercial vehicle segment. In December, GM and SAIC Motor announced the establishment of a new 50-50 joint venture investment company, General Motors SAIC Investment Ltd., to capture business opportunities in Asia's emerging markets. The joint global automobile partners of World Expo 2010 Shanghai, GM and SAIC, built their corporate pavilion. GM and SAIC will be jointly showcasing their vision for the future of urban transportation called "Drive to 2030." GM will highlight its advances and leadership in vehicle electrification and connectivity technology. Record Buick, Chevrolet and Wuling sales Domestic sales by Shanghai GM rose 63.3% to 727,620 units in 2009. The passenger car joint venture was once again led by its original brand, Buick, which experienced sales growth of 59.6% year on year to 447,011 units. The Excelle, which sold 241,109 units, remained the brand's bestseller for the sixth consecutive year. Further contributing to the resurgence of Buick in China were the New Regal, which generated sales of 79,930 units, and the new LaCROSSE, which generated sales of 43,429 units in just six months on the market. Chevrolet sales in China likewise experienced strong growth, with 332,774 units sold -- an increase of 67.1% from 2008. The Cruze, GM's new global compact car, enjoyed great success in China, with sales of 92,190 units despite being on the market only nine months. In addition, the Lova had sales of 118,935 units. In 2009, SAIC-GM-Wuling became the first automaker in China to sell more than 1 million vehicles in a year, increasing its domestic sales by 63.9% to 1,061,213 units. With sales of 596,630 units, the Wuling Sunshine set a Chinese industry record for annual sales by a single model. FAW-GM sold 34,510 light commercial vehicles in the four months after its establishment in August 2009 and began construction of a new assembly plant in Ha'erbin. According to Wale, "As China asserts itself as the world's largest vehicle market, our domestic operations will be counted on to deliver solid results. We will continue to introduce cutting-edge products that are leaders in their segments in fuel economy, quality and styling." Wale expressed optimism about the 2010 outlook. "Despite the sales records in 2009, it looks as if 2010 will be even stronger. The industry outlook is strong and we expect more growth, albeit on a somewhat slower pace. It is our intent to keep up with that growth and make sure we defend our leadership position. GM has all the tools in place to have another great year in China." 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: $3.79 Bil. Additional Capital Cues Moody's Rating Review ------------------------------------------------------------------ Moody's Investors Service said that its review of GMAC Inc.'s ratings for possible upgrade is likely to conclude within the next few weeks. This follows GMAC's announcement that is has received $3.79 billion of additional capital from the U.S. Treasury. In related actions, GMAC subsidiaries Residential Capital and Ally Bank wrote-down sizable residential mortgage portfolios and received offsetting capital contributions from GMAC. GMAC could be upgraded multiple notches at the conclusion of the review as a result of its improved credit position. However, GMAC continues to face substantial risks, including its exposure to ResCap, which are likely to keep GMAC's ratings in the low non-investment grade range. GMAC's senior unsecured rating was upgraded to Ca and placed on review for further possible upgrade on June 10, 2009. In regards to ResCap, the additional capital infusion from GMAC and related write-down of a substantial amount of its remaining held-for-investment loan portfolio, although positive, are insufficient to stabilize the company. Despite these write-downs, it remains uncertain whether additional deterioration will occur in this portfolio and whether ResCap can return to profitability. All ResCap ratings are C with a stable outlook. GMAC said that it will receive $3.79 billion in proceeds from the issuance of $2.54 billion of trust preferred securities and $1.25 billion of mandatory convertible preferred securities to the U.S. Treasury. Additionally, the U.S. Treasury will exchange all of its existing $5.25 billion non-convertible preferred investment into MCP and $3.0 billion of its existing MCP into GMAC common equity. As a result, the U.S Treasury will own 56.3% of GMAC's common equity. In related actions, GMAC contributed $2.7 billion of capital, comprised of mortgage assets, debt relief and cash, to ResCap and $1.3 billion of cash to Ally Bank. ResCap's capital injection offsets $2.0 billion of pre-tax write-downs the company recorded on the reclassification of certain mortgages to held-for-sale and approximately $500 million of additional repurchase reserve expense. Ally Bank's capital injection offsets charges of $1.3 billion related to a sale of residential mortgage loans to GMAC. Moody's review of GMAC's ratings will incorporate the strengthening of its balance sheet resulting from the additional capital and write-down of mortgage assets to better approximate realizable value. The review will also examine ResCap's profitability and cash flow prospects and GMAC's willingness to provide further support to ResCap, should it be required. Other review considerations include GMAC's prospects for improving asset quality and profitability, maintaining capital adequacy, and establishing a resilient liquidity profile as it continues its transition to a bank operating and funding model. "The additional capital injection and actions to buttress against further ResCap losses are positive developments for GMAC's ratings," said Moody's senior analyst Mark Wasden. "However, GMAC continues to face a host of issues, including constrained capital market access, uncertain earnings prospects, auto industry weakness, business concentrations in GM and Chrysler, execution risk related to the transition to a bank operating and funding model and remaining instability at ResCap. These issues will constrain GMAC's ratings potential," said Wasden. Moody's said it anticipates concluding the ratings review within the next few weeks. Moody's said that while support from the U.S. government has strengthened GMAC's capital and liquidity positions and business prospects, the firm will ultimately need to reduce its reliance upon government support. Uncertainty regarding the timing and success of this transition will also factor into the firm's ratings. In its last rating action on June 10, 2009, Moody's upgraded GMAC's senior unsecured rating to Ca from C and placed its ratings on review for further possible upgrade. GMAC Inc. is a global provider of auto finance, residential mortgage finance, and related products and services. GMAC INC: DBRS Revises 'CCC' Issuer & Long-Term Debt Ratings ------------------------------------------------------------ DBRS has today revised the Under Review status on the ratings of GMAC Inc. (GMAC or the Company) and its related subsidiaries, including its CCC Issuer and Long-Term Debt ratings to Positive from Developing. Today's rating action follows the U.S. Treasury's announcement of capital actions in support of GMAC and GMAC's announcement of certain mortgage operation related actions. DBRS recognizes the significant progress that these actions represent in fortifying and de-risking GMAC's balance sheet. Moreover, the mortgage related actions remove significant downward risk that was factored in the current rating. Accordingly, DBRS expects that, in the immediate term, the ratings will significantly benefit from these actions. The announced actions taken by the U.S. Treasury strengthens GMAC's capital position. The U.S. Treasury will provide GMAC with a $3.79 billion capital infusion consisting of the purchase of $2.54 billion of trust preferred securities and $1.25 billion of mandatorily convertible preferred securities (MCPs). Moreover, Treasury will exchange $5.25 billion of its existing GMAC non- convertible preferred stock for newly-issued MCPs. Finally, Treasury will convert approximately $3.0 billion of MCPs into GMAC common equity, resulting in an ownership stake of 56%. As a result of these actions GMAC will achieve the capital buffer required of it under the Federal Reserve's Supervisory Capital Assessment Program (SCAP). DBRS notes that the $3.79 billion capital infusion is less than the $5.6 billion originally anticipated by the Fed in May 2009, largely due to lower-than-anticipated losses stemming from the General Motors bankruptcy. Subsequent to the Treasury's announcement, GMAC announced certain actions related to its mortgage operations intended to de-risk the balance sheet and minimize future adverse effects on GMAC related to Residential Capital LLC (ResCap), its mortgage origination and servicing operation. The reclassification of certain mortgage- related assets that the Company intends to sell will result in a write-down of approximately $2.0 billion of mortgage assets at ResCap. 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. The ongoing support from GMAC will allow ResCap's net worth to exceed the minimum level required to meet certain covenants. DBRS will complete a full analysis of today's announcements and will review the Company's business and funding plans. DBRS anticipates completing its review in the next week and anticipates significant upward ratings migration. GMAC INC: Has Key Capital and Strategic Actions for ResCap ---------------------------------------------------------- GMAC Financial Services disclosed a series of actions intended to strengthen the company's capital base, position it for improved financial performance, minimize further adverse effects on GMAC related to Residential Capital, LLC (ResCap), and improve access to the capital markets over time. Additionally, the actions position GMAC to explore strategic alternatives for ResCap and the mortgage business and are expected to accelerate the timetable for repayment of the U.S. government's investment. Capital Actions The capital actions are: -- A capital infusion of $3.79 billion from the U.S. Department of the Treasury consisting of the purchase of $2.54 billion of trust preferred securities, with a coupon of 8 percent, and $1.25 billion of mandatorily convertible preferred securities (MCP), with a coupon of 9 percent. -- The exchange of all the GMAC non-convertible preferred stock held by the U.S. Treasury for $5.25 billion of newly-issued MCP. -- The conversion of $3.0 billion of existing MCP held by the U U.S. Treasury into GMAC common equity. Following the conversion and new issuances of MCP, the U.S. Treasury will hold a total of approximately $11.4 billion of MCP. With these actions, GMAC has achieved the capital buffer required under the Federal Reserve's Supervisory Capital Assessment Program (SCAP) needed to meet the worse-than-expected economic scenario. 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. 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. The $3.79 billion investment represents the completion of a two- part capital investment by the U.S. Treasury anticipated in connection with the SCAP. ResCap Actions As a result of management's intent to sell certain mortgage- related assets and thereby reduce volatility in GMAC's financial results, the following actions were taken resulting in the write- down of approximately $2.0 billion of mortgage assets at ResCap. -- 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 approximately $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. Ally Bank Actions The following actions have been taken 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. Overall Impact In summary, the overall impact to GMAC of the actions are: -- GMAC will receive a $3.79 billion capital infusion from the U.S. Treasury in connection with the SCAP requirement. -- U.S. Treasury will convert $3.0 billion of MCP into common equity increasing its common equity ownership to approximately 56.3 percent. GMAC's remaining common equity holdings following the conversion are: Cerberus and its affiliates hold approximately 14.9 percent, third party investors hold approximately 12.2 percent, a trust managed by an independent trustee for the benefit of General Motors holds approximately 9.9 percent, and an affiliate of General Motors LLC holds approximately 6.7 percent. -- 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 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. Additional details will be disclosed later this week via PR Newswire and GMAC's Investor Relations Web site (http://www.gmacfs.com/us/en/about/investor/upcoming_events.html). About GMAC Inc 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. GREGORY MELLINGER: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Gregory Allen Mellinger 444 East Avenue Q7 Unit A Palmdale, CA 93550 Bankruptcy Case No.: 09-27641 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Stephen L. Burton, Esq. 15260 Ventura Blvd Ste 640 Sherman Oaks, CA 91403 Tel: (818) 501-5055 Fax: (818) 501-5849 Email: steveburtonlaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Mellinger's petition, including a list of his 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-27641.pdf The petition was signed by Mr. Mellinger. GRUBB & ELLIS: Registers Common Stock, 12% Preferreds for Resale ---------------------------------------------------------------- Grubb & Ellis Company on December 29 filed with the Securities and Exchange Commission a prospectus relating to up to 125,000 shares of the Company's outstanding 12% Cumulative Participating Perpetual Convertible Preferred Stock and up to 7,575,750 shares of the Company's common stock issuable upon conversion of its 12% Preferred Stock that may be sold by selling stockholders. The selling stockholders acquired the shares of 12% Preferred Stock in a private placement of its securities. Grubb & Ellis registered the offer and sale of the shares of 12% Preferred Stock and the shares of common stock to satisfy registration rights the Company has granted. Grubb & Ellis will not receive any of the proceeds from the sale of the shares of 12% Preferred Stock or shares of common stock by the selling stockholders. Grubb & Ellis has agreed to bear all expenses of registration of the common stock offered by the prospectus. The selling stockholders, or their transferees, pledgees, donees or other successors-in-interest, may sell their 12% Preferred Stock and shares of common stock issuable upon conversion of the 12% Preferred Stock. Grubb & Ellis will pay cumulative dividends on the 12% Preferred Stock from and including the date of original issuance in the amount of $12.00 per share each year, which is equivalent to 12% of the initial liquidation preference per share. Dividends on the Preferred Stock will be payable when, as and if declared, quarterly in arrears, on March 31, June 30, September 30 and December 31, beginning on December 31, 2009. In addition, in the event of any cash distribution to holders of the common stock, par value $0.01 per share, of the Company, holders of Grubb & Ellis 12% Preferred Stock will be entitled to participate in distribution as if the holders had converted their shares of Preferred Stock into common stock. Grubb & Ellis' common stock is listed on the New York Stock Exchange under the symbol "GBE." On December 23, 2009, the last reported sales price for the common stock was $1.35. There is currently no established market for the 12% Preferred Stock. Grubb & Ellis does not intend to apply for listing of the 12% Preferred Stock on any securities exchange or for inclusion of the 12% Preferred Stock in any automated quotation system. A full-text copy of the prospectus is available at no charge at: http://ResearchArchives.com/t/s?4ce0 2009 Annual Meeting Results On December 17, 2009, Grubb & Ellis announced the voting results for the Company's 2009 annual meeting of stockholders held earlier that day. Based on reports from Computershare, the independent inspector of elections for the Company's 2009 annual meeting of stockholders, the Company's stockholders voted, among other things, (i) to adopt an amendment to the amended and restated certificate of incorporation to increase the authorized number of common and preferred shares; (ii) to adopt an amendment to the Certificate of Incorporation (1) to declassify the Board of Directors of the Company and (2) to fix the number of directors at no less than three nor more than eight, as determined solely by the Board from time to time; (iii) to elect Thomas D'Arcy, C. Michael Kojaian, Robert J. McLaughlin, Devin I. Murphy, D. Fleet Wallace and Rodger D. Young as the six directors to such declassified Board, each to serve for a one-year term; and (iv) to ratify the appointment of Ernst & Young LLP as the Company's independent accounting firm. Effective December 17, 2009, the Company amended its Certificate of Incorporation (i) to increase the authorized number of shares of Company's capital stock from 110,000,000 shares to 220,000,000 shares, of which 200,000,000 shares with a par value of $0.01 per share are designated common stock, and of which 20,000,000 shares with a par value of $0.01 per share are designated preferred stock; and (ii) to declassify the Board and to fix the number of directors at no less than three nor more than eight, as determined solely by the Board from time to time. Effective as of December 17, 2009, the Company also amended its by-laws to effect necessary conforming changes to the by-laws as a consequence of the Charter Amendments. As a result of the Authorized Capital Amendment, the 12% Preferred Stock became convertible, at the holder's option, into the Company's common stock at a conversion rate of 60.606 shares of Common Stock per share of Preferred Stock, which represents a conversion price of approximately $1.65 per share of Common Stock. Holders of the 12% Preferred Stock vote together with holders of Common Stock as one class on all matters on which holders of Common Stock vote, except as otherwise provided by law, and vote as a separate class with respect to certain matters. Holders of the 12% Preferred Stock are entitled to voting rights equal to the number of shares of Common Stock into which the 12% Preferred Stock is convertible, on an "as if" converted basis. As such, each share of 12% Preferred Stock is now entitled to 60.606 votes on an "as if" converted basis. Dividend Payment Grubb & Ellis' board of directors has declared a dividend of $1.8333 per share on the company's 12% Cumulative Participating Perpetual Convertible Preferred Stock to stockholders of record as of December 21. The dividend was for the period from November 6, 2009, the initial offering date of the shares, to December 31, 2009 and was payable on December 31, 2009. About Grubb & Ellis Company Named to The Global Outsourcing 100(TM) in 2009 by the International Association of Outsourcing Professionals(TM), Santa Ana, California-based Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-- claims to be one of the largest and most respected commercial real estate services and investment companies in the world. Its 6,000 professionals in more than 130 company-owned and affiliate offices draw from a unique platform of real estate services, practice groups and investment products to deliver comprehensive, integrated solutions to real estate owners, tenants and investors. Grubb & Ellis Company reported an upside-down balance sheet at September 30, 2009. The Company had total assets of $342,178,000 against total liabilities of $357,948,000 at September 30. The Company said stockholders' deficit attributable to Grubb & Ellis was $16,410,000; non-controlling interests were $640,000; and total deficit was $15,770,000 at September 30. As reported by the Troubled Company Reporter, Grubb & Ellis on October 1, 2009, obtained an amendment to its senior secured revolving credit facility which, among other things, modifies and provides the Company an extension from September 30, 2009, to November 30, 2009, to (i) effect its recapitalization plan and in connection therewith to effect a prepayment of at least 72% of the Revolving Credit A Advances, and (ii) sell four commercial properties, including the two real estate assets that the Company had previously acquired on behalf of Grubb & Ellis Realty Advisors, Inc. GSI GROUP: Court to Consider Disclosure Statement Today ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will consider the adequacy of information contained in GSI Group Inc., et al.'s disclosure statement with regards to their plan of reorganization on January 5, 2010, at 3:00 p.m. (Eastern Time.) 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 provides that the Debtors' business will continue to be operated substantially in its current form. Under the Plan, each holder of an allowed note claim will receive: a) a payment in cash for interest due under the allowed note claim to the extent the interest is accrued, due and payable under the allowed note claim and unpaid as of the petition date, at the contractual rate provided in the senior note or GSI UK note, as applicable, if any; b) a payment in cash for fees, expenses and all other amounts due under the allowed note claim to the extent the fees, expenses, and other amounts are due and payable under the allowed note claim and unpaid as of the effective date; c) a pro rata share of the total amount of new common shares to be issued in respect of all Class 5 note claims, which total amount will be equal to 81.4% of the outstanding capital stock of the Reorganized Holdings; d) a pro rata share of the new senior secured notes; and e) a pro rata share of the cash note payment. All allowed holdings equity interests will be cancelled, and on account of each holdings equity interest, these will be distributed to the holder: 1) a pro rata share of the total amount of the new common shares to be issued to 18.6% of the outstanding capital stock of Reorganized Holdings; 2) a pro rata share of new $1.10 warrants; 3) a pro rata share of new $2.00 warrants. The Reorganized Debtors will enter into, or cause its subsidiaries to enter into these instruments and agreements: (i) a new management incentive plan for certain management of Reorganized Holdings; (ii) the security documents; (iii) the new indenture; (iv) the security documents; (v) the new warrants; (vi) the Reorganized Holdings constituent documents; and (vii) the registration rights agreement. All cash necessary for the disbursing agent to make Plan distributions and any other payments will be obtained from the Debtors' existing cash balances. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/GSIGroup_DS.pdf A full-text copy of the Chapter 11 Plan is available for free at: http://bankrupt.com/misc/GSIGroup_Ch11Plan.pdf GSI Group Inc. supplies precision technology to the global medical, electronics, and industrial markets and semiconductor systems. GSI Group Inc.'s common shares are quoted on Pink Sheets OTC Markets Inc. The Company and two of its affiliates filed for Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09- 14110). William R. Baldiga, Esq., at Brown Rudnick LLP, represents the Debtors in their restructuring effort. Mark Minuti, Esq., at Saul Ewing LLP, as its local Counsel. The Debtors selected Garden City Group Inc. as their claims and notice agent. In their petition, the Debtors posted $555,000,000 in total assets and $370,000,000 in total liabilities as of Nov. 6, 2009. HAWKEYE RENEWABLES: Gets Court Nod to Hire Epiq as Claims Agent --------------------------------------------------------------- Hawkeye Renewables, LLC, et al., sought and obtained the permission of the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. Epiq will, among other things: a. notify potential creditors of the filing of the Debtors' Chapter 11 cases and of the setting of the first meeting of creditors pursuant to section 341(a) of the Bankruptcy Code; b. serve other motions, applications, requests for relief, hearing agendas, and related documents; c. if necessary, prepare and maintain an official copy of the Debtors' schedules of assets and liabilities and their statements of financial affairs, listing, among other things, the Debtors' known creditors and amounts owed thereto; and d. docket claims received, maintain the official claims register for the Debtors on behalf of the Clerk's Office, and provide the Clerk's Office with the certified duplicate unofficial Claims Register upon request. The Debtors will compensate and reimburse Epiq in accordance with the terms of the services agreement reached between the Debtors and Epiq. A copy of the agreement is available for free at: http://bankrupt.com/misc/HAWKEYE_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. Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol Plant, LLC -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14461). L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Blackstone Advisory Partners, LP, is the Company's financial advisor. Epiq Bankruptcy Solutions, LLC, is the Company's claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. HAWKEYE RENEWABLES: Sec. 341 Creditors Meeting Set for Jan. 20 -------------------------------------------------------------- Roberta A. Deangelis, the acting U.S. Trustee for Region 3, will convene a meeting of Hawkeye Renewables, LLC, et al.'s creditors on January 20, 2010, at 10:00 a.m. at the J. Caleb Boggs Federal Building, 5th Floor, Room 5209, 844 King Street, Wilmington, DE 19801. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol Plant, LLC -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14461). L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Blackstone Advisory Partners, LP, is the Company's financial advisor. Epiq Bankruptcy Solutions, LLC, is the Company's claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. HAWKEYE RENEWABLES: Gets Interim Nod to Use Cash Collateral ----------------------------------------------------------- Hawkeye Renewables, LLC, et al., sought and obtained approval from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to use, on an interim basis, cash collateral until the 35th day following the Petition Date. The parties with interests in cash collateral (collectively, the prepetition senior lenders) are (a) Credit Suisse, as administrative and collateral agent (the First Lien Agent) under that certain First Lien Credit Agreement, dated as of June 30, 2006, among Intermediate, THL-Hawkeye Acquisition LLC, the First Lien Agent, and the lenders; and (b) Wilmington Trust FSB, as administrative and collateral agent (the Second Lien Agent) under that certain Second Lien Credit Agreement, dated as of June 30, 2006, among Intermediate, THL-Hawkeye Acquisition LLC, the Second Lien Agent, and the lenders party thereto. L. Katherine Good, 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 Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/HAWKEYE_budget.pdf In exchange for using the cash collateral, the Debtors will pay Prepetition Agents, on behalf of the Prepetition Senior Lenders, (a) the adequate protection reimbursement claims, (b) the adequate protection liens, and (c) the superpriority claims. A final hearing is set for January 19, 2010, at 4:00 p.m. The First Lien Agent is represented by Michael S. Stamer, Esq., and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP. Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol Plant, LLC -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14461). L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Blackstone Advisory Partners, LP, is the Company's financial advisor. Epiq Bankruptcy Solutions, LLC, is the Company's claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. HD RETAIL: Won't Complete Acquisition Deal With Greenwind Power --------------------------------------------------------------- HD Retail Solutions, Inc., confirmed that by letter dated December 9, 2009, HD Retail notified the former Greenwind Power Corp. USA (and its sponsors), that HD Retail will not proceed to close the Acquisition Agreement dated May 27, 2009 by and between HD Retail and Greenwind Power Corp. USA. HD Retail requested that the Nevada company change its name to a name other than "HD Retail Solutions" to avoid confusion. On December 29, 2009, HD Retail filed for bankruptcy protection in Ontario, Canada. HD Retail has ceased operations. IDEARC INC: Emerges from Chapter 11 With New Name ------------------------------------------------- Idearc Inc. said it has completed its debt restructuring and its plan of reorganization became effective as of December 31, 2009. In connection with its emergence from bankruptcy, Idearc has changed its name to SuperMedia Inc. The new name, according to Idearc, symbolizes SuperMedia's renewed focus on providing outstanding products including the SuperYellowPages(R), Superpages.com(R) and SuperpagesDirectTM direct mail products as well as services, such as the SuperGuarantee SM and SuperTradeExchange(R) Programs, to its clients and consumers nationwide. SuperMedia's shares trade on the NASDAQ Global Market under the symbol "SPMD" and the Company will take part in Opening Bell ceremonies on Wednesday, January 6, 2010. "This is an exciting day for SuperMedia, our teammates, our clients and all others who have supported us as we have taken action to strengthen our balance sheet and position the enterprise to succeed in a challenging and rapidly changing business environment," said Scott W. Klein, chief executive officer of SuperMedia Inc. "Our new name symbolizes the rebirth of our company and along with it the ability to continue to deliver innovative ways that will change the way in which we help match buyers with sellers," Klein added. "We will have much more to say about these initiatives - and our company's renewed sense of excitement and energy - in the days, weeks and months ahead." Under its reorganization, Idearc reduced its total debt from more than $9 billion to $2.75 billion of secured bank debt. SuperMedia's equity capitalization will consist of 60 million shares of common stock and 5 million shares of preferred stock authorized for issuance. The terms, rights, and preferences of the preferred stock may be set from the Company's Board of Directors from time to time. Upon completion of all distributions to former creditors under the Plan, the Company will have approximately 15 million shares of common stock issued and outstanding. The Company also said its standby purchase agreement with Paulson & Co. Inc. closed on December 31, 2009. In conjunction with its emergence and in accordance with the Plan, the Company has a new Board of Directors. The newly appointed members are: -- Edward Bayone, the Earle W. Kazis Professor of the Practice of Finance and International Real Estate at Brandeis University's International School of Business. He previously held numerous positions at FleetBoston Financial Group, including Chief, Global Risk Management and Chief Credit Officer. -- Robert C. Blattberg, the Timothy W. McGuire Distinguished Service Professor of Marketing and the director of the Center for Marketing Technology and Information at Carnegie Mellon University's Tepper School of Business. From 1991-2008, he was a professor and director of the Center for Retail Management at Northwestern University's Kellogg Graduate School of Management. -- Charles B. Carden, former Senior Vice President and Chief Financial Officer for John H. Harland Company, a provider of products and services to the financial institution and education markets. He currently serves on the board of directors for Ivox Corporation, a privately held software company that provides driver-based risk management information to fleets and insurance companies. -- Robin Domeniconi, Vice President, US Advertising for Microsoft Corporation. She has previously served as Senior Advisor/Media & Digital of Avista Capital Partners, President of Time, Inc. Media Group, and President and Publisher of Real Simple. -- Thomas Gardner, former Corporate Executive Vice President of Reader's Digest Association, Inc. He previously held numerous other positions with Reader's Digest. He has also served as a director for Northern Westchester Hospital, Reader's Digest Foundation, and the Williams College Society of Alumni Executive Committee. -- David E. Hawthorne, former President and Chief Executive Officer of Lodgian, Inc., an independent hotel owner and operator. Since 2005, he has been with Hawthorne Management LLC, a firm that develops, owns, and operates commercial real estate in central Florida. -- Scott W. Klein, Chief Executive Officer of SuperMedia Inc. He became CEO and a director of Idearc Inc. in June 2008. He previously served as an operating partner of Symphony Technology Group, a private investment firm, and as President and Chief Executive Officer of Information Resources, Inc., a provider of information solutions for the consumer packaged goods, retail, and healthcare industries. Prior to joining Information Resources, Mr. Klein served as President, Consumer Industries, Retail & Energy Global Industry Group of Electronic Data Systems Corporation -- Thomas S. Rogers, President and Chief Executive Officer of TiVo Inc., where he also serves on the board of directors. He joined the Board of Idearc Inc. in December 2007. He has previously served as chairman of the board of Teleglobe International Holdings, Ltd., a provider of international voice, data, internet, and mobile roaming services; chairman of Trget Media LLC, a media industry investment and operations advisory firm; chairman and chief executive officer of Primedia, Inc., a print, video, and online media company; and president of NBC Cable for the National Broadcast Company, Inc. In accordance with the Plan, the pre-emergence common stock of Idearc Inc. -- which has recently traded under the symbol "IDARQ.PK" -- was cancelled effective December 31, 2009. Holders of the old Idearc Inc. common stock will not receive any distributions as part of the Plan and their equity interests have no value. No further transfers of the old Idearc Inc. common stock will be recorded on the Company's books. The Plan was confirmed by the Bankruptcy Court in December. About Idearc Inc. 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, represented 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. JAVED AKHTER: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Javed Akhter 6319 Drake Elm Dr. Sugarland, TX 77479 Bankruptcy Case No.: 09-39870 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Letitia Z. Paul Debtor's Counsel: James A. McGuire, Esq. The Milledge Law Firm PC 10333 NW Fwy, Ste 202 Houston, TX 77092 Tel: (713) 812-1409 Fax: (713) 812-1418 Email: jam1texas@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 $1,184,215 and total debts of $2,782,075. A full-text copy of Mr. Akhter's petition, including a list of his 16 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txsb09-39870.pdf The petition was signed by Mr. Akhter. KIRK PHARMECEUTICALS: Case Summary & 12 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Kirk Pharmeceuticals, LLC fka Kirk Pharmaceuticals, Inc. 5360 NW 35th Avenue Ft. Lauderdale, FL 33309 Bankruptcy Case No.: 09-39126 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Phillip M. Hudson III, Esq. 200 S Biscayne Blvd, Suite 3600 Miami, FL 33131 Tel: (305) 374-3330 Fax: (305) 374-4744 Email: pmhudson@arnstein.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 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb09-39126.pdf The petition was signed by Gerald Price, Interim CEO of the Company. KOBRA PROPERTIES: Posts Bankruptcy Sale Notice of Assets -------------------------------------------------------- Kobra Properties has pending a court order approving the sale of certain assets free and clear of liens, claims and encumbrances and authorizing the assumption and assignment of executory contracts. At a hearing held on December 9, 2009, the Bankruptcy Court granted the motion of the Chapter 11 Trustee to approve detailed sale procedures with respect to the sale of real property pursuant to Section 363 of the bankruptcy code, including suggested minimum bid amounts, the form of the purchase and sale agreement and auction procedures. A formal written order is pending. Qualified prospective purchasers will have the opportunity to bid on each of these twenty-four properties with each property having a suggested minimum bid which will be subject to individual reserve prices. A summary of terms which will include a list of the twenty-four properties, the corresponding suggested minimum bids, the approved form of asset purchase agreement, and bidder qualification instructions will be furnished upon request and, upon executing a confidentiality agreement with the Trustee, prospective purchasers will have access to additional due diligence information. The suggested combined minimum bids on the twenty-four properties total $35,129,057. The Trustee's ability and intent to sell the certain properties is subject to successful negotiation with the secured lenders to convey these assets and to final court approval. By granting the Trustee's motion, the court will approve the following timeline: Qualification Deadline: January 6, 2010, 5:00 PM PST Auction Date and Time: January 14, 2010, 9:30 AM PST Location of Auction: The United States Bankruptcy Court, located at 501 I Street, 6th Floor, Courtroom 35 (Dept. C- Honorable Christopher Klein), Sacramento, California, 95814. Qualified Bidders: All parties interested in acquiring any or all of the twenty-four properties must submit a fully executed asset purchase agreement (the approved Competitive Bidder Asset Purchase Agreement will be provided to all interested parties) and a 10% earnest money deposit on or before 5:00 p.m., California time, on January 6, 2010, in order to be eligible to be considered as a possible "Qualified Bidder" (as that term is defined in the Bidding Procedures). About Kobra Properties Headquartered in Roseville, California, Kobra Properties and its affiliates construct, own, and operate eighty-eight diverse commercial properties located primarily in California's Central Valley. Some of the affiliates operate enterprises, including franchised restaurants (e.g., Jack in the Box, T.G.I. Friday's, Qdoba), that are tenants of the debtors. Kobra filed for Chapter 11 protection on Nov. 25, 2008 (Bankr. E.D. Calif. Case No. 08-37271). Leonard M. Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the Debtors. Donald W. Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, represents the Chapter 11 Trustee. The Debtors' schedules show liabilities of $418 million and $665 million in assets, which the Chapter 11 trustee estimates worth $375 million to $400 million. The largest creditor is Wells Fargo Bank, which claims $154 million in its own right and $71 million as administrative agent and sole lead arranger of a loan syndicate. KPT ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: KPT Enterprises, LLC P.O. Box 2158 Morristown, TN 37816-2158 Case No.: 09-53521 Type of Business: Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Dean B. Farmer, Esq. Hodges, Doughty & Carson PLLC P.O. Box 869 Knoxville, TN 37901 Tel: (865) 292-2307 Fax: (865) 292-2252 Email: dfarmer@hdclaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company says it does not have unsecured creditors who are non insiders when it filed its petition. The petition was signed by Terry K. Wolfe, the company's member. LAKE AT LAS VEGAS: Credit Suisse Faces $24-Bil. Class Suit ---------------------------------------------------------- According to various reports, Credit Suisse and the real estate firm Cushman & Wakefield are facing a $24 billion lawsuit filed by property owners who allege that the Swiss bank schemed to defraud investors in several resort communities. The plaintiffs allege Credit Suisse and Cushman & Wakefield deliberately engineered the failure of at least four major resort projects as part of a scheme to take over the properties. According to the reports, the proposed class-action lawsuit was filed Sunday before the U.S. District Court for the District of Idaho. The initial plaintiffs are: -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone Club property owner, and -- L. J. Gibson, an individual who bought property at Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and Gin Sur Mer in the Bahamas. NewWest.Net says the lawsuit alleges a host of illegal acts by Credit Suisse and Cushman & Wakefield, including violations of the Racketeer Influenced and Corrupt Organizations Act, fraud, negligence and breach of fiduciary duty. According to the Associated Press, Messrs. Gibson and Blixseth in their lawsuit described a complex conspiracy dubbed "Loan to Own": First, they said, the money for the resort loans came from a separate fraudulent scheme to help Iranian banks dodge U.S. economic sanctions. That practice ended last month with Credit Suisse agreeing to pay $536 million to settle a U.S. Justice Department inquiry and to admit to violating U.S. economic sanctions by hiding the booming Iranian business. The Plaintiffs also argue that Credit Suisse in 2005 used profits from the scheme to finance a predatory-lending plot, opening a branch in the Cayman Islands and marketing loans to high-end developers. The Plaintiffs contend opening the Cayman Islands branch allowed Credit Suisse to skirt U.S. real-estate appraisal laws. Instead of using appraisal methods accepted in the U.S., the property owners contend, Credit Suisse worked with Cushman & Wakefield to develop a type of appraisal that would grossly inflate the values of the resorts. According to various reports, Duncan King, a spokesman for Credit Suisse, said the lawsuit is without merit and the bank will fight the claims. Dwayne Doherty, a spokesman for Cushman & Wakefield, said the allegations "are completely without merit, and we will defend ourselves vigorously." Michael Flynn, Esq., is the lead attorney in the lawsuit, according to NewWest.Net. About Lake at Las Vegas 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., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. About Yellowstone Club Located near Big Sky, Montana, Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Mountain Club LLC and its affiliates filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC, represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. LANDAMERICA FIN'L: To Decide on LP/LLC Pacts Later -------------------------------------------------- LandAmerica Financial Group Inc. and its units sought and obtained from the Court an order extending the time by which they must assume or reject certain partnership and limited liability company agreements to a date that is 365 days after the effective date of the Debtors' Joint Chapter 11 Plan. The Debtors' Plan of Liquidation has been declared effective December 7, 2009, and thus the requested extension of the agreement decision period is through December 7, 2010. Schedule B14 of the Plan lists certain passive investment interests LandAmerica Financial Group Inc. owns in limited partnerships and a certain limited liability company. Schedule B14 specifically lists these passive interests in investment funds with LFG's percentage of ownership in the fund: (a) Apollo Real Estate Investment Fund V, L.P., by which LFG owns a 0.71% limited partnership interest pursuant to the Amended and Restated Agreement of Limited Partnership, dated as of July 31, 1005. (b) Aslan Realty Partners III, LLC, by which LFG owns a 0.63% membership interest in the limited liability company pursuant to Amended and Restated Limited Liability Company Agreement, dated as of April 26, 2006, as amended by the First Amendment to Amended and Restated Limited Liability Company Agreement, dated as of September 30, 2005. (c) Cabot Industrial Value Fund II, L.P., by which LFG owns a 1.1% limited partnership interest pursuant to the Limited Partnership Agreement, dated as of July 27, 2005. (d) Morgan Stanley Real Estate Fund IV Domestic, L.P., by which LFG owns a 1.0% limited partnership interest pursuant to an Amended and Restated Agreement of Limited Partnership, dated as of August 1, 2001. (e) Morgan Stanley Real Estate Fund V Domestic, L.P., by which LFG owns a 0.25% limited partnership interest pursuant to an Amended and Restated Agreement of Limited Partnership, dated as of January 31, 2006. (f) Normandy Real Estate Fund, which is comprised of two Partnerships: (i) Normandy Real Estate Fund, L.P. pursuant to an Amended and Restated Agreement of Limited Partnership, dated as of December 21, 2005; and (ii) Normandy Real Estate Fund AIV, L.P., pursuant to an Agreement of Limited Partnership, dated as of Dec. 21, 2005. LFG owns a combined 1.1% limited partnership interest in Normandy. (g) Praedium Performance Fund V, L.P., by which LFG owns a 1.06% limited partnership interest pursuant to the Amended and Restated Agreement of Limited Partnership, dated as of December 26, 2001. (h) Praedium Performance Fund VI, L.P., by which LFG owns a 0.71% limited partnership interest pursuant to the Amended and Restated Agreement of Limited Partnership, dated as of December 21, 2005. (i) Praedium Performance Fund VII, L.P., by which LFG owns a 0.55% limited partnership interest pursuant to a Second Amended and Restated Agreement of Limited Partnership, dated as of December 31, 2007. (j) Old Dominion Tax-Advantaged Investment, by which LFG owns a 13.9986% limited partnership interest pursuant to an Amended and Restated Limited Partnership Agreement, dated as of August 1, 2002. (k) King Street Tax-Advantaged Investment, by which LFG owns a 14.876% limited partnership interest pursuant to an Amended and Restated Limited Partnership Agreement, dated as of January 1, 2003. LFG has an outstanding capital contribution obligation to the applicable partnership or limited liability company under certain of the Agreements. As of the Plan Effective Date, the Dissolution Trustee, as the sole governor of the Post-Effective Date LFG, will administer the affairs of Post Effective Date LFG, including the sale, liquidation, or abandonment of the Post Effective Date LFG Assets. Pursuant to the Plan, the Partnerships are listed on Schedule 1.174 to the Plan, and are included as Post-Effective Date LFG Assets. A list of LFG's fund ownership percentage is available for free at http://bankrupt.com/misc/LandAm_InvestmentFundSumm.pdf 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: To Decide on RQ Shareholder Pact Later --------------------------------------------------------- LandAmerica Financial Group Inc. and its units sought and obtained from the Court an order extending the time by which they must assume or reject a shareholder agreement to a date that is 120 days after the effective date of the Joint Chapter 11 Plan of LandAmerica Financial Group, Inc., and its debtor affiliates. LFG owns approximately 43% of the stock in RQ Holdings, Inc., which is the sole shareholder of RamQuest Software, Inc. Old Republic National Title Holding Company own another 43% of the RQ Holdings' stock and members of RamQuest management own the remaining 14% stock in RQ Holdings. RamQuest is a provider of software tools for the real property title industry, offering a suite of products that facilitates and automates all facets of real property closing transactions, as well as, ancillary services to support customer needs. The RQ Shareholders entered into a Shareholder Agreement, by and among RQ Holdings, Inc., LFG, Old Republic National Title Holding Company, and the Common Shareholders dated March 10, 2005. John H. Maddock III, Esq., at McGuireWoods LLP, in Richmond, Virginia, relates that LFG has neither assumed nor assigned the Shareholder Agreement and is currently in the process of negotiating a sale of the RQ Holdings Stock. It is not known at this time whether any purchaser of LFG's RQ Holdings Stock will want to take an assignment of the Shareholder Agreement, Mr. Maddock says. Because a possible assumption and assignment of the Shareholder Agreement may facilitate a sale of LFG's RQ Holdings Stock, rejection of the Shareholder Agreement may not only impair LFG's ability to sell the RQ Holdings Stock, but may diminish its value as well, Mr. Maddock points out. LFG avers that it is seeking the requested extension so that the Shareholder Agreement may be assigned to a buyer if the buyer so desires. As of the Plan Effective Date, the Dissolution Trustee, as the sole governor of the Post-Effective Date LFG, will be administering the affairs of Post Effective Date LFG, including the sale, liquidation, or abandonment of the Post Effective Date LFG Assets. Pursuant to the Plan, the Debtors' interest in RQ Holdings is regarded as Post Effective Date LFG Assets. Prior to the entry of the Court's ruling, RQ Holdings informed Judge Heunnekens that it does not oppose the extension proposed by the Debtors so long as the granting of the relief is not construed to (i) determine the nature of the Shareholder Agreement or otherwise modify RQ's rights under the Shareholder Agreement; or (ii) determine legal effect on RQ's rights under the Shareholder Agreement in the event of a purported assumption or rejection. 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: To Hold Rule 2004 Examination on ARS Claims -------------------------------------------------------------- Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, LandAmerica Financial Group Inc. and its units sought and obtained permission from the Court to issue subpoenas for the production of documents and examine certain persons or entities determined to have information relevant to potential non-insider claims related to the sale of certain Auction Rate Securities in order to assess the viability and strength of those claims, which potentially constitute a very valuable asset of the Debtors. The potential ARS claims arise from purchases of ARS by LandAmerica 1031 Exchange Services, Inc., a subsidiary of LandAmerica Financial Group, Inc. The ARS market froze in 2008 and LES has been unable to liquidate the ARS previously purchased at any price near their par value. Because LES could not liquidate the ARS, it was unable to return invested funds to its customers, ultimately precipitating its decision to cease additional customer transactions, terminate operations, and file its Chapter 11 case. Prior to cessation of LES' business, LFG advanced approximately $65 million to LES to enable LES to honor customer claims, which was ultimately a precipitating factor in LFG's own Chapter 11 filing. Dion W. Hayes, Esq., at McGuireWoods LLP, in Richmond, Virginia, relates that Jenner & Block, LLP, the Debtors' special counsel, has been working with Debtors to gather information to determine whether the Debtors have viable legal claims against the entities that sold them certain ARS, the underwriters for those securities, or any other entities involved in the creation, sales or purchase of the ARS. According to Mr. Hayes, the potential claims concerning ARS could well be very valuable asset of the Debtors. Those potential claims include the claims of SunTrust Robinson Humphrey, Inc., Citigroup Global Markets Inc., RBC Capital Markets Corp, and Citigroup Global Markets Inc. and Smith Barney, deliberately, recklessly, or negligently made misrepresentations, or omitted material information, in selling ARS to LES, or that they advised LES to invest in ARS while knowing those securities were unsuitable to LES' needs. The Debtors note that Jenner & Block has determined that in assessing the viability and strength of the potential ARS claims, and thus the location and composition of the Debtors' assets, it is important to obtain information from third parties. The Debtors also remind the Court that they have stopped operating as a going concern and most of their employees have left their employ, so that in some cases, subpoena authority may be required to gather information from those former employees. The Debtors initially seek information relevant to the potential non-insider ARS claims, including: (1) all documents the specified financial institution provided to the U.S. Securities Exchange Commission, Financial Authority Regulatory Company, or any state regulator or enforcement agency in connection with any investigation conducted by any regulator concerning the institution's ARS transactions; (2) all communications between the specified financial institution and a regulator concerning the investigation conducted by any regulator concerning an ARS investigation; (3) All transcripts of witness statements, interviews, or testimony taken by a regulator as part of an ARS investigation; and (4) All communications by the specified financial institution with LES or LFG concerning ARS transactions, including documents related to the opening of accounts in which ARS were traded and possible resolution of disputes concerning ARS, as well as internal documents concerning those same transactions. The financial institutions and agencies to which the specific initial requests will be made include some as yet undetermined state regulators and: * SunTrust Robinson Humphrey, Inc., * SunTrust Investment Services, Inc., * SunTrust Banks, Inc., * Citigroup Global Markets Inc., * Morgan Stanley Smith Barney LLC, * Citigroup, Inc., * RBC Capital Markets Corporation, * Royal Bank of Canada, * U.S. Securities and Exchange Commission, and * FINRA 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) LANDING AT REID'S: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: The Landing At Reid's Ranch Development, L.L.C. The Landing @ Reid's Ranch Development, LLC Po Box 31090 Mesa, AZ 85275 Bankruptcy Case No.: 09-33903 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Randy Nussbaum, Esq. Nussbaum & Gillis, P.C. 14500 N. Northsight Blvd. - #116 Scottsdale, AZ 85260 Tel: (480) 609-0011 Fax: (480) 609-0016 Email: rnussbaum@nussbaumgillis.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 Billy G. Johnson, manager of the Company. LATHAM INTERNATIONAL: Can Hire Epiq Bankruptcy as Claims Agent -------------------------------------------------------------- Latham International, Inc., et al., sought and obtained approval from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as noticing and balloting agent. Epiq will, among other things: (i) maintain the list of the Debtors' creditors; (ii) be responsible for the mailing of the notice(s) of the commencement of cases and the deadline to file proofs of claim to all creditors of the Debtors and other notices; (iii) provide balloting services in connection with a plan solicitation; and (iv) provide other services that may be requested by the Debtors. Epiq will be compensated in the ordinary course of business based on the services it provides at the rates set forth in its Standard Bankruptcy Services Agreement with the Debtors. A copy of the agreement is available for free at: http://bankrupt.com/misc/NEXTMEDIA_engagementletter.pdf Daniel C. McElhinney, 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. Latham, New York-based Latham International, Inc., dba Latham Acquisition Corporation, is the largest manufacturer of swimming pool components and pool accessories in North America. Latham offers a broad product line, including in-ground and above ground vinyl liners, polymer and steel pool wall systems, fiberglass pools, steps, ladders, pool safety covers, automatic pool covers and a variety of other pool related accessories sold under recognized brand names such as Pacific Pools, Ft. Wayne Pools, Elite, Sterling, Kafko, Performance, Technican, Triac, Viking, CPC and Coverstar. Latham's products are sold primarily to the in- ground pool market both through a wide range of business-to- business distribution channels in the US, Canada and Europe, and direct to pool builders and dealers. Latham International filed for Chapter 11 bankruptcy protection on December 22, 2009 (Bankr. D. Delaware Case No. 09-14490). The Company's affiliates -- Latham Manufacturing Corp.; Viking Pools, LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11 bankruptcy petition. Laura Davis Jones, Esq.; Michael Seidl, Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young & Jones LLP, assist the Debtors in their restructuring efforts. Latham International listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. LATHAM INTERNATIONAL: Gets Interim Nod to Use Cash Collateral ------------------------------------------------------------- Latham International, Inc., et al., sought and obtained approval from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to use, on an interim basis, the cash collateral of Wachovia Bank National Association, as U.S. agent, and certain lenders until February 1, 2010. The Debtors have approximately $6.7 million of cash and cash equivalents as of the Petition Date. Through January 30,2010, the Debtors propose to use approximately $10.9 million of cash. During this period, the Debtors expect to generate approximately $6.6 million in cash receipts (of which approximately $3.4 million represents a payment from the Debtors' Canadian subsidiary on account of an existing intercompany note). Although the Debtors' business is seasonal in nature, the Debtors are generating positive EBITDA (earnings before interest, taxes, depreciation and amortization) and are expecting to generate approximately $7 million in positive EBITDA on an annual basis during each of the calendar years 2009 and 2010. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the attorney for the Debtors, explained 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/LATHAM_budget.pdf In exchange for using the cash collateral, the Debtors propose to grant the prepetition lenders (i) a replacement security interest in and lien upon all of the collateral, excluding Avoidance Actions or the proceeds thereof, and which replacement security interest and lien is subject to the Carve-Out, and (ii) a superpriority claim, subject to the Carve Out, which will be payable from, and have recourse to, the Collateral, excluding Avoidance Actions or the proceeds thereof. As additional adequate protection, the Debtors will pay the fees and expenses of the Agent and the Steering Group and the fees and expenses of their respective advisors (whether incurred before or after the Petition Date), 12 business days (if no written objection is received within a 10-business-day notice period) after such professional has delivered a summary invoice detailing professional fees and expenses, with a copy of such summary invoices to the U.S. Trustee and any official committee of unsecured creditors (the Committee) (when and if appointed). Prepetition and adequate protection liens and superpriority claims of the Agent and the Secured Lenders will be subject to a carve out for U.S. Trustee and Clerk of Court fees, and up to $250,000 in fees payable to professional employed in the Debtors' case. The final hearing is set for January 21, 2010, at 3:00 p.m. The agent is represented by Caroline Hubbell Yingling, Esq., at Moore & Van Allen PLLC. Latham, New York-based Latham International, Inc., dba Latham Acquisition Corporation, is the largest manufacturer of swimming pool components and pool accessories in North America. Latham offers a broad product line, including in-ground and above ground vinyl liners, polymer and steel pool wall systems, fiberglass pools, steps, ladders, pool safety covers, automatic pool covers and a variety of other pool related accessories sold under recognized brand names such as Pacific Pools, Ft. Wayne Pools, Elite, Sterling, Kafko, Performance, Technican, Triac, Viking, CPC and Coverstar. Latham's products are sold primarily to the in- ground pool market both through a wide range of business-to- business distribution channels in the US, Canada and Europe, and direct to pool builders and dealers. Latham International filed for Chapter 11 bankruptcy protection on December 22, 2009 (Bankr. D. Delaware Case No. 09-14490). The Company's affiliates -- Latham Manufacturing Corp.; Viking Pools, LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11 bankruptcy petition. Laura Davis Jones, Esq.; Michael Seidl, Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young & Jones LLP, assist the Debtors in their restructuring efforts. Latham International listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. LATHAM INTERNATIONAL: Schedules Filing Extended Until Feb. 15 ------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended, at the behest of Latham International, Inc., et al., the deadline for filing of schedules and statement of affairs by an additional 25 days until February 15, 2010. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the attorney for the Debtors, said that due to the number of the Debtors' creditors, the size and complexity of the Debtors' business, and the limited staffing available to gather, process and complete the Schedules and Statements, the Debtors do not believe that the automatic 30 day extension provided under Rule 1007-1(b) of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware will be sufficient to complete the schedules and statements. Latham, New York-based Latham International, Inc., dba Latham Acquisition Corporation, is the largest manufacturer of swimming pool components and pool accessories in North America. Latham offers a broad product line, including in-ground and above ground vinyl liners, polymer and steel pool wall systems, fiberglass pools, steps, ladders, pool safety covers, automatic pool covers and a variety of other pool related accessories sold under recognized brand names such as Pacific Pools, Ft. Wayne Pools, Elite, Sterling, Kafko, Performance, Technican, Triac, Viking, CPC and Coverstar. Latham's products are sold primarily to the in- ground pool market both through a wide range of business-to- business distribution channels in the US, Canada and Europe, and direct to pool builders and dealers. Latham International filed for Chapter 11 bankruptcy protection on December 22, 2009 (Bankr. D. Delaware Case No. 09-14490). The Company's affiliates -- Latham Manufacturing Corp.; Viking Pools, LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11 bankruptcy petition. Laura Davis Jones, Esq.; Michael Seidl, Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young & Jones LLP, assist the Debtors in their restructuring efforts. Latham International listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. LATHAM INTERNATIONAL: Taps Pachulski Stang as Bankruptcy Counsel ---------------------------------------------------------------- Latham International, Inc., et al., have sought authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. PSZ&J will, among other things: a. provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and management of their property; b. prepare necessary applications, motions, answers, orders, reports, and other legal papers; c. appear in Court on behalf of the Debtors; and d. prepare and pursue confirmation of a plan and approval of a disclosure statement. Laura Davis Jones, Esq., a partner at PSZ&J, says that the firm will be paid based on the hourly rates of its personnel: Laura Davis Jones $825 David Bertenthal $695 Joshua M. Fried $595 Timothy P. Cairns $425 David A. Abadir $395 Karina Yee $215 Ms. Jones assures the Court that PSZ&J is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Latham, New York-based Latham International, Inc., dba Latham Acquisition Corporation, is the largest manufacturer of swimming pool components and pool accessories in North America. Latham offers a broad product line, including in-ground and above ground vinyl liners, polymer and steel pool wall systems, fiberglass pools, steps, ladders, pool safety covers, automatic pool covers and a variety of other pool related accessories sold under recognized brand names such as Pacific Pools, Ft. Wayne Pools, Elite, Sterling, Kafko, Performance, Technican, Triac, Viking, CPC and Coverstar. Latham's products are sold primarily to the in- ground pool market both through a wide range of business-to- business distribution channels in the US, Canada and Europe, and direct to pool builders and dealers. Latham International filed for Chapter 11 bankruptcy protection on December 22, 2009 (Bankr. D. Delaware Case No. 09-14490). The Company's affiliates -- Latham Manufacturing Corp.; Viking Pools, LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11 bankruptcy petition. Laura Davis Jones, Esq.; Michael Seidl, Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young & Jones LLP, assist the Debtors in their restructuring efforts. Latham International listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. LEHMAN BROTHERS: Capital Auto Says Swap Not Covered by Stay ----------------------------------------------------------- Lehman Brothers Special Financing Inc. has sought a court ruling to compel Capital Automotive L.P. to perform its obligations under an ISDA master agreement. It complained that Capital Automotive refuses to perform its obligations under the agreement although LBSF has not yet determined whether to assume or reject the agreement. Capital Automotive L.P. objects to LBSF's motion seeking to compel CALP to make payments under an interest rate swap agreement. CALP complains that the Motion, characterized by the Debtors as a straightforward application of Section 365 of the Bankruptcy Code, is anything but. To the contrary, the Debtors' Motion would turn the Bankruptcy Code, and the contract between LBSF and CALP, on its head, Andrew B. Eckstein, Esq., at Blank Rome LLP, in New York, argues. The Motion would eviscerate CALP's right to terminate the Swap Agreement because of the occurrence of several "events of default," as defined by that agreement, Mr. Eckstein further argues. The Motion, Mr. Eckstein complains, would (i) ignore the Bankruptcy Code's clear directive that swap agreements are not subject to the automatic stay at all -- a position unambiguously acknowledged by the Debtors' lead counsel in testimony before Congress; and (ii) attempt to hold CALP responsible for LBSF's own delay in the parties' attempt to agree on a fixed amount to resolve all obligations under the Swap Agreement. Mr. Eckstein also asserts that the Motion should be denied because the Agreement has been terminated as of December 5, 2008. For the reasons stated, CALP asks the Court to deny the motion. 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: Court OKs $580 Mil. Loan Restructuring Deal ------------------------------------------------------------ Lehman Brothers Holdings Inc. and its affiliated debtors obtained approval from Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to enter into a deal with a group of lenders to protect its stake in a 14-story office building in New York. The deal provides for the restructuring of a $580 million loan and LBHI's participation in a new priority debt facility of up to $98.5 million. A full-text copy of the term sheet detailing the restructuring is available for free at: http://bankrupt.com/misc/Lehman_TermSheetRestructuring.pdf The $580 million loan consists of $165 million provided by MEPT 200 Fifth Avenue Lender LLC to 200 Fifth Avenue Mezz LLC, and $415 million provided by two foreign banks to 200 Fifth Avenue Owner LLC, which holds title to the property. In return, the foreign banks were granted lien on the property while 200 Fifth Avenue Mezz pledged its stake in the office building as collateral for the $165 million loan. LBHI and its unit, Property Asset Management Inc., also guaranteed the payment of those loans. 200 Fifth Avenue Owner LLC is a unit of 200 Fifth Avenue Mezz, a subsidiary of a series of entities that are wholly owned by the joint venture among LBHI, Lehman Brothers Real Estate Fund III L.P. and L&L Holding Company LLC. The joint venture acquired the office building in 2007, after which it established a corporate structure to hold its stake in the property and allow it to syndicate much of the equity to outside investors. However, before the joint venture could syndicate its equity, LBHI filed its Chapter 11 case and as a result, retained about 90% stake in the property. Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York, says the restructuring, if approved by the Court, would allow LBHI to protect its stake in the property from immediate foreclosure by the lenders, and extend the maturity date of the loans for up to an additional five years. The deal would also provide for a new source of funds through the priority debt facility, from which the joint venture would get its capital to complete the lease-up of the office building, Mr. Waisman says, adding that the debt facility which has a 10% annual interest rate would provide LBHI's estate with a favorable return on its new investment. The restructuring deal also requires the foreign banks to waive their claims in the sum of $840 million against LBHI that are related to the guaranties, according to Mr. Waisman. 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: Court OKs Forgiveness of Brazil Unit Debt ---------------------------------------------------------- Lehman Brothers Special Financing Inc., an affiliated debtor of Lehman Brothers Holdings Inc., sought and obtained an order from the U.S. Bankruptcy Court for the Southern District of New YOrk authorizing it to forgive a Brazil-based affiliate's BRL56.7 million debt. The amount represents a portion of the BRL82.6 million in accrued interest on the promissory notes, which Libro Companhia Securitizadora de Creditos Financeiros did not remit to LBSF and LB I Group Inc. Libro Companhia issued the notes to LBSF and LB I Group in the sum of BRL457 million, which the Brazilian company used to purchase its assets. Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York, says the ruling sought by LBSF is part of its plan to sell the Brazilian company. LBSF, which owns substantially all of the equity of Libro Companhia, anticipates that any prospective buyer of the Brazilian company would require either payment or a reserve for payment from the sale proceeds, of BRL14.5 million in taxes payable to the Brazilian government on account of the unpaid interest. Under Brazilian law, interest payments to non-Brazilian residents such as LBSF and LB I Group are subject to withholding income tax at a rate of 15% payable at the time of remittance. "In order to maximize proceeds from the Libro sale, LBSF and LB I Group intend to waive and forgive a portion of the accrued interest," Mr. Krasnow says in court papers. Of the BRL56.7 million, LBSF will waive and forgive interest in the sum of BRL13.5 million while LB I Group will waive and forgive BRL43.2 million. LBSF will also compensate LB I Group for its waiver and forgiveness from a portion of the money, if any, that LBSF would receive under the sale that is attributable to its equity interest. 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: Gets Court Nod for Add'l $100MM for Aurora Bank ---------------------------------------------------------------- Lehman Brothers Holdings Inc. obtained approval from the U.S. Bankruptcy Court for the Southern District of New York to invest $100 million more in a unit of Aurora Bank FSB, Lehman's thrift unit formerly known as Lehman Brothers Bank FSB. Lehman wants to provide the additional money "to continue to preserve the opportunity to realize the value of its equity interest in the Bank for creditors, which was most recently reported at $445 million." Lehman explained that although the Bank's condition has for the most part remained stable as a result of various actions taken by the Bank and LBHI's prior actions in support of the Bank, due to a miscalculation in the valuation of a portfolio of mortgage servicing rights previously contributed to the Bank by LBHI and the continued effect of fair value accounting on the Bank's capital, the Bank at September 30, 2009 fell somewhat below the "well-capitalized" level, and is expected to be below this level on December 31, 2009. Lehman says the bank must be "well capitalized" before a regulator will approve a business plan and in the process allow Aurora to begin receiving brokered deposits. The proposal is due for hearing on December 16. In June, Lehman invested $50 million in Aurora to stop a possible seizure by Office of Thrift Supervision. Lehman said at the time that if OTS seized Aurora it could reduce returns to Lehman's creditors by as much as $3.6 billion. Aurora filed a claim for $2.2 billion related to Lehman's agreement to buy loans from the bank. Lehman said the claim represents a major portion of the bank's capital. 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 Nod to Compel ZAO Citibank to Return Receipts ------------------------------------------------------------------ Lehman Brothers Holdings Inc. and its affiliated debtors obtained an order from the U.S. Bankruptcy Court for the Southern District of New York that would authorize ZAO Citibank (Russia) to turn over receipts of RUB114,995,982 to LBHI. The amount represents a portion of the postpetition receipts that ZAO Citibank, a unit of Citigroup Inc., automatically applied to cover LBHI UK's account with the bank on September 15, 2008. Citigroup is authorized under a prior stipulation with the Debtors, which was approved by the Court early this year, to turn over to the Debtors postpetition receipts that are deposited in their bank accounts with Citigroup and its units throughout the world. However, in compliance with the requirements of Russian banking and other laws, the Debtors opted to seek a court order that would authorize the turnover of the postpetition receipts of RUB114,995,982, according to the Debtors' attorney, Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New York. 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 to Expand CB Richard Employment --------------------------------------------------------- Lehman Brothers Holdings Inc. seeks the Bankruptcy Court's authority to expand their employment of CB Richard Ellis, Inc., to perform the necessary real estate consulting, marketing and brokerage services in connection with Lehman Brothers Holdings, Inc.'s leasehold interest in the 7th floor of the building located at 85 Tenth Avenue, in New York, in accordance with an agreement between LBHI and CBRE, dated November 11, 2009. Pursuant to the order dated April 9, 2009, the Court authorized the Debtors assumption of the 85 Tenth Lease. Shortly thereafter, the Debtors entered into an amendment of the 85 Tenth Lease. Pursuant to the amendment, the term of the 85 Tenth Lease was reduced from February 28, 2017, to December 31, 2013. The Debtors assumed the Amended 85 Tenth Lease to retain their data center operations at the Premises. While the Debtors continue to operate at that current location, because they are in the process of winding-down their business and operations, they may not need to occupy the Premises for the remainder of the leasehold term. Accordingly, the Debtors have employed CBRE to perform real estate consulting, marketing and brokerage services to assist the Debtors with subleasing, surrendering or assigning the Premises. Under the Listing Agreement, LBHI agrees to grant to CBRE the exclusive right to obtain one or more subtenants for the Premises, an assignee for LBHI's leasehold interest in the Premises, or the surrender, cancellation, buyout or release of LBHI's lease for space at the Premises. Pursuant to the Listing Agreement, CBRE agrees, among other things, to market the Premises under advertising, canvassing, solicitation of outside brokers, and other promotional and marketing activities as LBHI and CBRE may agree upon, and provide LBHI with appropriate analysis and comparison of each offer and counteroffer for a Transaction. Pursuant to the Listing Agreement, LBHI and CBRE have agreed that, if the Premises are subleased or assigned, CBRE will be compensated on a percentage fee basis. In accordance with the commission schedule annexed to the Listing Agreement, CBRE will be compensated by a commission calculated by adding the sum of each of: -- For the first full year of the lease, 5% of rent; -- For the second and third years: 4% of rent; -- For the fourth and fifth years: 3.5% of rent; -- For the sixth year through and including the tenth year: 3% of rent; -- For the eleventh year through and including the fifteenth year: 2.5% of rent; -- For the sixteenth year though and including the twentieth year: 2% of rent; and -- For the twenty-first year and thereafter: 1% of rent. Furthermore, pursuant to section 3 of the Listing Agreement, CBRE will be reimbursed for actual costs incurred on behalf of LBHI related to CBRE's marketing services. In addition, in the event of a surrender, cancellation or buyout of a lease by the overlandlord or its designee of the Premises: (i) CBRE's Commission will be calculated by applying the Commission Schedule to the rents payable under the lease for the recaptured portion of the term, after first averaging over that portion of the term the amount (if any) paid by the overlandlord in consideration thereof and adding those sums to those rents; or (ii) where the overlandlord recaptures the Premises in response to a prospective subtenant's offer to sublease, CBRE will be paid a Commission by tenant/sublandlord. Furthermore, pursuant to Listing Agreement, if CBRE is the sole broker on a Transaction, LBHI has agreed to pay CBRE one full commission as provided for in the Commission Schedule. However, in the event, an outside broker procures a subtenant or assignee or recaptures LBHI's lease, LBHI has agreed to pay CBRE an additional one-half commission for a total of one and one-half commissions, and CBRE has agreed to compensate the successful outside broker(s) out of the monies LBHI paid CBRE in accordance herewith, but in no event for more than one full commission. The will be paid upon full execution and unconditional delivery of the binding transactional documents and, if so required, receipt of the overlandlord's consent. 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) LOCATEPLUS HOLDINGS: Has Restructuring Agreement with Lender ------------------------------------------------------------ LocatePLUS Holdings Corporation had successfully negotiated with a major creditor, Dutchess Private Equities Fund, Ltd., to convert over $1,800,000 of existing indebtedness plus a warrant to purchase 1,125,000 shares of its Common Stock into 72,000 shares of a new Series A Preferred Stock. The 72,000 shares of new Series A Preferred Stock issued to Dutchess have a par value of $1.00 per share and a $25 liquidation preference. They are restricted as to resale. They pay a dividend of 1% per annum of the par value per share in cash or in Series A Preferred Stock. Holders will have a vote on any matters affecting the Series A Preferred Stock. The shares are convertible at any time into restricted shares of the Company's Common Stock at 41.66 shares of Common Stock per share of Preferred Stock (fully converted, 3,001,680 shares of Common Stock). The Company can force conversion of Preferred Stock not to exceed 4.99% of total Common Stock outstanding if the 10-day moving average closing price per share of the Company's publicly traded Common Stock shall exceed $.50 per share. Holders also have a right to "put" their shares to the Company at $25.00 per share, not to exceed in the aggregate for any calendar quarter: $15,000 through the last 6 months of 2010, $25,000 through the last quarter of 2011 and $35,000 per quarter thereafter. "We are pleased to have reached this restructuring agreement with Dutchess and we are very hopeful that we will be able to resolve all of our obligations with other major debt holders as well. The resolution of this matter is a major milestone in our Company's recovery and another positive accomplishment in our effort to restore and enhance shareholder value," said Geoffrey Lee, President and Interim CEO. "This debt restructuring, together with our continuing efforts on other debt issues, positions us to maximize the positive advantages of our recently available LP Live data update and our renewed sales and revenue focus. This is especially so in our federal sales efforts and in our entry into the pre-employment screening market through our recent acquisition of Tru|Backgrounds. We expect these initiatives, together with existing contracts and common-sense cost containment, to have a material positive bottom line impact. We believe that this forward progress will result in double-digit revenue growth from organic and acquired sources by the end of 2010. This is, of course, our management projection for 2010 and is not a guarantee of operating or investment results." About LocatePLUS LocatePLUS is an industry-leading provider of investigative solutions currently used in homeland security, anti-terrorism, and crime fighting initiatives. The Company acquires and synthesizes public information in a cross-referenced, searchable database integrated in a proprietary manner that provides rapid and efficient access via Internet and other media to comprehensive personal and location characteristics on data subjects even when inquiry information is partial or incomplete. LYONDELL CHEMICAL: Panel Wants to Halt Extra Payments to Lenders ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in Lyondell Chemical Co.'s cases alleges that since the entry by the Bankruptcy Court allowing Lyondell to access DIP financing, the DIP Lenders and the prepetition first lien lenders have steered the restructuring of the Debtors to their exclusive benefit. The First Lien Lenders have improperly received $440 million in postpetition interest payments and $32 million in reimbursement of professional fees and expenses as adequate protection payments, Steven D. Pohl, Esq., at Brown Rudnick LLP, in New York, asserts. Moreover, Jack F. Williams, the examiner appointed in the Debtors' Chapter 11 cases, noted in his report that at least 45% to 60% of the $100 million plus of the Debtors' total monthly restructuring expenses relate to adequate protection payments and professional fees in connection with the DIP Financing, Mr. Pohl notes. By this motion, the Committee seeks relief from the Final DIP Order with respect to these provisions requiring: (i) Lyondell Chemical Company and Basell GmbH to pay all accrued but unpaid interest and letter of credit and other fees on the first business day of each month beginning on March 2, 2009, for the preceding month under the Senior Facility Prepetition Credit Agreement with respect to Senior Facility Loan that has not been designated as Roll Up Dip Loans, at the non-default contract rate under the Senior Facility Prepetition Loan documents; and (ii) the Debtors to make current cash payments of all fees and expenses, including the reasonable fees and disbursements of counsel, financial and other consultants and advisors to, among others, the prepetition agents, LeverageSource III S.a.r.l., and the Ad Hoc Group of Senior Secured Lenders. Mr. Pohl asserts that the application of these provisions would be grossly inequitable and would not be allowed by the Court at this time. Since the final hearing on the DIP Motion, the parties-in- interest have improved their understanding of the Debtors' enterprise valuation and the value of the collateral securing the loans held by the DIP Lenders and First Lien Lenders, he says. Against this backdrop, the First Lien Lenders are undersecured and a modification of the Final DIP Order to discontinue Adequate Protection Payments is necessary for the benefit of the Debtors, he insists. Essentially, the Adequate Protection Payments are a $40 million per month drain on the Debtors' estates without a commensurate benefit and only serve to increase the amount needed for exit financing, he points out. The Court will consider the Committee's request on January 12, 2009. Objections are due January 5. LYONDELL CHEMICAL: Sets Up Chemical Storage Contract Protocol ------------------------------------------------------------- An integral component of Lyondell Chemical Co.'s ' chemical and petroleum business turns on the Debtors' ability to store these products and the feedstocks used to make them. Due to the challenges that contributed to the Debtors' bankruptcy filing, the Debtors' storage tank needs have changed since the date the Debtors originally entered into many of their storage tank contracts, Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates. As part of their reorganization efforts, the Debtors have sought to improve the terms of their existing Storage Tank Contracts, and have engaged in active negotiations with many of the providers of storage tank services. As of July 9, 2009, the Debtors have not yet concluded the negotiations over the terms of the Storage Tank Contracts with certain storage tank providers. A list of the Storage Tank Contracts under negotiation is available for free at: http://bankrupt.com/misc/Lyondell_StorageTankContracts.pdf Thus, to finalize these negotiations, and to create an optimum competitive market for the Debtors' storage business, the Debtors seek the Court's authority to (i) establish a "request for proposal" process with respect to the Storage Tank Contracts and (ii) to assume or reject certain storage tank contracts at the conclusion of the RFP Process. The Debtors propose these procedures for the RFP Process: * Upon the Court's approval of the Storage Tank Motion, the Debtors will request bids from the Storage Tank Vendors, as well as from third parties who may be able to provide comparable services. The Debtors would receive bids through August 30, 2009. In the event that a Storage Tank Vendor with an existing contract for the storage of certain products does not submit a Vendor Bid, the Debtors will treat the substantive terms of the extant contract as the bid of that Storage Tank Vendor. * During the period of time between the expiration of the Bid Deadline and October 15, 2009, the Debtors will evaluate the Vendor Bids they have received, and engage in negotiations with parties submitting bids to negotiate the best possible overall result for the Debtors. * Notwithstanding the commencement of the RFP Process, the Debtors intend to continue considering bids from those vendors from whom they had already solicited bids prior to the Storage Tank Motion and will include those bids for consideration during the Evaluation Period. Accordingly, those previous bid solicitations, bids, and related negotiations are included in the RFP Process as Vendor Bids. * Upon the conclusion of the Evaluation Period, the Debtors will determine which Vendor Bids, in their business judgment, constitute the most advantageous offers that meet the Debtors' storage needs, and accordingly will decide which Storage Tank Contracts should be assumed or rejected. * The Debtors will pay the cure amounts to storage tank contracts to be assumed at the later of: (i) 30 days after Court approval of the Storage Tank Motion; Or (ii) other date as may be agreed to by the Debtors and the relevant Storage Tank Vendor. If a party timely objects to the Cure Amount, the Debtors reserve the right to ask the Court to approve the assumption of the Assumed Contract conditioned upon the subsequent determination of the Cure Amount by agreement or by Court order. If the parties cannot reach agreement, or if the Court determines the Cure Amount and the Debtors either disagree with the Cure Amount or determine that assuming the agreement at that Cure Amount would not be beneficial, the Debtors reserve the right to reject the Assumed Contract at that time by the filing and service of a notice of rejection. * In the event a Storage Tank Vendor, or other party, submits an offer with more competitive terms than those contained in an existing Storage Tank Contract with another Storage Tank Vendor, the Debtors reserve the right to reject the Storage Tank Contract in favor of accepting the more competitive bid. Furthermore, with respect to those storage facilities subject to the Rejected Contract, the Debtors will require sufficient time to safely and economically terminate their use of the storage facilities. Thus, any rejection of a Storage Tank Contract will be effective 60 days after entry of the order approving the Storage Tank Motion. Mr. Mirick insists that the Debtors require the Storage Tank Contracts for their continuing business operations. Through the RFP Process the Debtors will create the optimum competitive market to facilitate the resolution of the remaining Storage Tank Contracts, thus enabling the estates to achieve the most economical set of contracts to meet these vital business needs, he points out. This in turn will decrease operating costs for the Debtors and increase the value of the Debtors' estates for their creditors and other parties in interest, he maintains. Parties Object In separate filings, Intercontinental Terminals Company LLC and Seaway Crude Pipeline Company filed responses to the Storage Tank Motion. On behalf of Seaway, Peter S. Goodman, Esq., at Andrews Kurth LLP, in New York, points out that due to the duration of Storage and Transportation Agreements between the Debtors and Seaway, Seaway would likely hold a significant claim for rejection damages were its agreement rejected, he points out. Thus, under the Debtors' proposed procedures, although contract counterparties would have a limited opportunity to object, the Debtors would be at the same time entering into agreements with other replacement vendors, making the decision a fait accompli, he contends. Representing Intercontinental, Steven J. Cohen, Esq., at Wachtel & Masyr, LLP, in New York, argues that the Debtors want to use the RFP Process as a sword to potentially exact additional concessions from Intercontinental and similarly situated storage tank vendors who do not know who or what they are negotiating against. The RFP Process as proposed prevents Intercontinental from even knowing whether the business judgment has been adhered to, he points out. Despite its objections, Intercontinental asks the Court that liquidated damages, in an amount to be pre- determined by the Court, are awarded to storage tank vendors whose contracts are assumed and then later rejected. Accordingly, the Objecting Parties ask the Court to deny the Storage Tank Motion unless the procedures are revised to address their concerns. Debtors Respond Despite Seaway's contentions, there is no fait accompli or pre- approval process here that in any way runs afoul of Section 365 of the Bankruptcy Code, Mr. Mirick points out. It is the Debtors' intention that any new Storage Tank Contract entered into as a result of the RFP Process will become effective only once rejection of the original Storage Tank Contract is authorized by the Court, he clarifies. Indeed, for the Debtors to do otherwise would be unreasonable, as the Debtors clearly do not want two contracts for services where only one is needed, he argues. Similarly, Mr. Mirick asserts that although Intercontinental may wish to know against whom it is competing and what terms the other party has offered in order to gauge how to bid, Intercontinental has no right to this information either under the Bankruptcy Code or in a non-bankruptcy context. If Intercontinental truly believes there is no third party against whom it is bidding, Intercontinental can decide to call the Debtors' bluff and refuse to bid under the RFP Process, he argues. In that event, the Debtors would then compare the terms of the third party bid against the terms of the existing Storage Tank Contract with Intercontinental and determine whether assumption of Intercontinental's Storage Tank Contract would be advantageous as compared to the third party's bid. Moreover, Intercontinental's request for liquidated damages should be denied as the predicate for its request -- that assumed contracts will be rejected by the Debtors -- is incorrect. Thus, the Debtors ask the Court to grant the Storage Tank Motion and overrule the objections. * * * Following a hearing, Bankruptcy Judge Robert Gerber grantd the Storage Tank Motion. In a separate request, in conjunction with the Storage Tank Motion, the Debtors sought and obtained the Court's authority to assume 17 storage tank contracts and pay the corresponding cure amounts. A list of the Assumed Contracts is available for free at http://bankrupt.com/misc/Lyondell_AssumedStorageTankPacts.pdf The applicable cure amounts will be paid within 30 days of October 29, 2009. Moreover, the Debtors are authorized to reject three storage tank contracts entered with these parties: * Magellan Terminals Holdings, LP * Martin Operating Partnership L.P. * Vopak Terminal Deer Park Similarly, the Rejected Contracts are deemed rejected effective as of 60 days after October 29, 2009, or the date as may be agreed to by the counterparties to the Rejected Contracts. Pursuant to Section 502(g) of the Bankruptcy Code, the holders of rejection damages claims arising out of the rejection of the Rejected Contracts will file a proof of claim not later than 30 days after October 29, 2009. The Court acknowledged that four storage tank contracts have been resolved or will be resolved by separate stipulations to be filed with the Court. The counterparties are: * Intercontinental Terminals Co., LLC * Oiltanking Houston, Inc. * Seaway Crude Pipeline 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: Court Approves PwC as Auditor ------------------------------------------------ The Bankruptcy Court approved Lyondell Chemical Co.'s application to employ PricewaterhouseCoopers LLP, as independent auditor and accountant to the Debtor. In a related request, the Debtors sought and obtained the Court's permission to expand the scope of services of PwC, to include independent auditing and accounting services in order to assist the Debtors. Specifically, Gerald A. O'Brien, vice president of Lyondell Chemical Company, disclosed that LyondellBasell Industries AF S.C.A, and PwC entered into an engagement letter on May 1, 2009, to provide independent auditing and accounting services as of December 31, 2008. Consistent with the Original Application, PwC had to implement certain bankruptcy-specific procedures in rendering auditing services to the Debtors, which were not contemplated when the fee estimate, totaling $7,289,000, was developed and paid prior to LBI's Petition Date, he said. Currently, PwC is completing the consolidated financial statements in accordance with international standards on financial reporting. Due to the delays and other bankruptcy- related disclosures, PwC will work mutually with the Debtors, commencing on September 1, 2009, to determine an incremental fee to reflect the additional services required to complete the IFRS audit. Mr. O'Brien further disclosed that on May 4, 2009, PwC and the Debtors entered into an engagement letter to audit the carve-out financial statements of Debtor Millennium Chemicals, Inc. at December 31, 2008, and for the year then ended. The Millennium Carve-Out Audit Services were specifically focused on Millennium Specialty Chemicals' Flavors & Fragrances Business. The Debtors requested the Millennium Carve-Out Audit Services because they thought that it was an essential part of the data room materials necessary to attract bids for the potential sale of the Flavors & Fragrances Business, he explained. This work was not included in the Application because the Debtors' audit committee did not approve this work until after the Application was filed with the Court, he added. Thus, the Original Application is expanded to include PwC's independent auditing and accounting services to assist the Debtors, and specifically, Lyondell Chemical Company and LBI, in the course of their Chapter 11 cases, including: (a) auditing the consolidated annual financial statements of the Supplemental Audited Companies for the fiscal year ending December 31, 2009, and thereafter; (b) expressing an opinion on management's assessment of the effectiveness of the Supplemental Audited Companies' internal controls over financial reporting as of December 31, 2009, and thereafter; (c) performing reviews of interim financial statements for the three-month and nine-month periods ending September 30, 2009, and thereafter; and (d) rendering other audit and accounting services, including assistance in connection with reports requested of the Supplemental Audited Companies by the Court, the United States Trustee for Region 2, or parties-in- interest, as the Debtors, their attorneys, or financial advisors may from time to time request. In addition, Mr. O'Brien related that on August 11, 2009, PwC and the Debtors entered into an agreement effective as of August 3, 2009, to provide transaction advisory services related to bankruptcy and fresh start accounting technical matters. This work is different from the work that SolomonEdwardsGroup, LLC is performing, in that PwC will perform these tasks: (a) development of a detailed project plan, including project management of the Debtors' various work streams required to emerge from bankruptcy; advising on the requirements of fresh start accounting and related valuations; guidance on the standard industry practices regarding presentation and disclosure of the bankruptcy and fresh start related accounting; and coordination of these efforts internationally; and (b) technical and accounting support regarding accounting policies and standard industry practice; accounting advice on the authoritative pronouncements and coordination of these policy changes with the Debtors' accounting team and PwC's audit team. In light of the additional services, PwC intends to: (a) charge a flat fee for * completion of the IFRS Audit Services; * the Millennium Carve-Out Audit Services, which costs are estimated between $325,000 and $425,000; * the 2009 Audit Services, which fees are estimated to be between $2,240,000 and $8,000,000; and * certain audit-related services, including services rendered in connection with divestitures, joint ventures, debt agreements, financial due diligence related to acquisitions and divestitures and certain subscription fees; (b) seek compensation for any additional accounting or advisory services on an hourly basis in accordance with its ordinary and customary rates in effect on the date services are rendered, including the Fresh Start Accounting Services; and (c) seek monthly reimbursement of actual and necessary out-of- pocket expenses and internal per-ticket charges for booking travel. Mr. O'Brien said that PwC will still charge these customary hourly rates: Professional Level Rate per Hour ------------------ ------------- Partner/Managing Directors $400 to $1,300 Director/Senior Manager $250 to $800 Manager $200 to $525 Senior Associate $140 to 275 Associate $75 to $200 Moreover, the Debtors are authorized to pay PwC $1,300,000 for the Supplemental Application. Keith Rowden, a partner at PwC, maintains that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. 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) MADOFF SECURITIES: Placed Into Liquidation ------------------------------------------ Iain Dey at The Sunday Times reports that Madoff Securities International Ltd., Bernard Madoff's London-based investment business, has been formally placed into liquidation. The report relates liquidators were appointed on Thursday to wind up the London business, which has been described by investigators as a personal "piggy bank" for Mr. Madoff and his family. The move followed a winding up petition from Stephen Raven, the former chief executive of Madoff Securities International, who is believed to be owed wages, the report says. A full statement of affairs is now expected within weeks, followed soon after by a formal creditors' meeting, the report states. The report recalls last filed accounts of Madoff Securities International showed that the firm had GBP117 million in shareholder funds. Documents filed in Florida by the provisional liquidator to the firm have indicated that its liabilities potentially exceed US$1 billion (GBP600 million), the report discloses. The U.S. government has said that Mr. Madoff used the London business to launder money as part of the cover story he created to mask his enormous Ponzi scheme, the report recounts. The firm was also used as a conduit for Mr. Madoff to buy yachts and luxury cars for himself and his family, the report notes. About BLMIS and Madoff Securities London-based Madoff Securities International Limited is a money management business of Bernard L. Madoff in the United Kingdom. Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). Roughly US$100 million to US$500 million in assets and more than US$1 billion in debts were listed for Madoff Securities. The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). MARC DREIER: Chapter 7 Trustee Strikes Deal for Domestic Support ---------------------------------------------------------------- The Wall Street Journal's Bankruptcy Beat reports Salvatore LaMonica, the Chapter 7 trustee appointed to oversee the bankruptcy liquidation of Marc Dreier's assets, has struck a deal with Mr. Dreier's ex-wife Elisa P. Dreier. The report says Mr. Dreier may now be on the hook for $106,485 in domestic support. The report notes Mr. Dreier has been ordered to pay $388 million to investors he bilked in his Ponzi scheme and the $746 million he's required to forfeit to the federal government. According to the report, under the deal, Elisa and her two children with Marc are entitled to the payment to cover costs like health insurance and SAT tutoring. The report says Mr. LaMonica stated in bankruptcy court papers he and Elisa arrived at the amount after "numerous discussions," because Mr. LaMonica challenged the validity of the bulk of the $7.1 million claim that Elisa had filed against her ex-husband. However, Mr. LaMonica said he agreed that it was valid for Elisa to request payment for such expenses as $2,200 in health insurance for her and children Spencer and Jackie, $2,400 for Jackie's tutoring and $16,694 for Spencer's college tuition and books, among other things. The deal is subject to bankruptcy court approval. The report says if the deal is approved, Elisa would get her check within five days. The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing January 20 to consider approval of the deal. The report notes the Dreiers, who married in 1987, separated in December 2003 before divorcing. The report says the terms of their separation agreement entitled Elisa and the children to alimony, support and maintenance from Marc. Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On December 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier has been charged by the U.S. government for conspiracy, securities fraud and wire fraud before the U.S. District Court for the Southern District of New York (Manhattan) (Case No. 09-cr-00085-JSR). Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.=20 S.D.N.Y., Case No. 08-15051). Judge Robert E. Gerber handles the case. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as counsel. The Debtor listed assets between $100 million and $500 million, and debts between $10 million and $50 million in its filing. Wachovia Bank National Association, Sheila M. Gowan as trustee for Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post- confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that sent Mr. Dreier to bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y., Case No. 09-10371). Mr. Dreier is currently doing time in a Minnesota federal prison, where he was sentenced to 20 years for running a $700 million Ponzi scheme in which investors lost more than $400 million. MIRANT CORP: Court OKs MCAR's Success Fee for Managers ------------------------------------------------------ Judge D. Michael Lynn of the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, granted in part MC Asset Recovery's request to approve the success fee for its managers. After considering the motion and the evidences presented at Court, Judge Lynn: * Entitled each Manager to receive the additional sum of $1,000,000 from MCAR's existing litigation recoveries, payable on December 21, 2009; and * Entitled each Manager to the sum of $10,000 per month beginning December 1, 2009, and continuing until the conclusion of MCAR's litigation against Castex and Commerzbank, to be paid from MCAR's existing litigation recoveries beginning December 21, 2009. These monthly payments will be in lieu of the annual fees and meeting fees previously approved by the Court. Judge Lynn reserved its decision on the remainder of the relief requested by MCAR in its Motion until the conclusion of MCAR's litigation against: (i) Castex Energy, Inc., Castex Energy 1995, LP, Castex Energy 1996, LP, and LaTerre Co., Ltd.; and (ii) Commerzbank AG, ABN AMRO Bank N.V., Intesabci, S.P.A., ING Bank, N.V., The Royal Bank of Scotland PLC, Credit Lyonnais, Danske Bank, A/S, ANZ Investment Bank, Australia and New Zealand Banking Group Limited, Barclays Bank PLC, and BNP Paribas. Prior to Judge Lynn's decision, Kern River Gas Transmission Company had asked the Court to deny MCAR's Motion to approve a success fee for managers. David W. Elrod, Esq., at Elrod, PLLC, in Dallas, Texas, said Kern River objected to the success fee on the grounds that it is not warranted, as MCAR has failed to establish any entitlement to these additional fees under Section 330 and 331 of the Bankruptcy Code or under the Johnson factors. Section 330 and the substantive standards of which are incorporated in Section 331 provide that a Court may award a professional employed under Section 327 reasonable compensation for actual, necessary services rendered . . . and reimbursement for actual, necessary expenses, Mr. Elrod explained. Additionally, Mr. Elrod noted that courts determine the reasonableness of fees and whether a bonus in excess of regular hourly rates is justified by examining the criteria widely known as the Johnson factors. The twelve Johnson factors are: (1) the time and labor required; (2) the novelty and difficulty of the questions involved; (3) the skill requisite to perform the legal service properly; (4) the preclusion of other employment by the attorney due to acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the "undesirability" of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases. MCAR reacted by asking the Court to overrule Kern River's objection and grant the relief that MCAR requested in the Success Fee Motion. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth, Texas, related that most of Kern River's objection is devoted to an inapposite discussion of the factors applied in Johnson v. Georgia Highway Express, Inc. In effect, Kern River's objection treats the Success Fee Motion as if the Managers were professionals employed on an hourly basis seeking enhanced compensation based on lodestar compensation metric. This is obviously not the case with the Success Fee Motion. Instead, the Managers have devoted almost four years of hard work to the prosecution of the litigation based upon the promise that the Court would consider an award of substantial incentive-based compensation if and when they successfully brought the Southern litigation to a conclusion, Mr. Prostok asserted. The Managers have now successfully concluded the Southern litigation for a cash settlement of $202,000,000. Total litigation recoveries by MCAR have been approximately $208,000,000, Mr. Prostok avers. This is exactly the type of positive result that the Court intended to encourage by fashioning a contingent, incentive-based compensation for Managers, he stressed. The Managers have delivered their part of the bargained for performance. The Managers now seek a just reward for years of effort undertaken based on the Court's incentive-driven compensation plan. MCAR also submitted its Witness and Exhibit List in connection with Success Fee Motion. Kern River subsequently withdrew its objection. About Mirant Corp Mirant Corporation -- http://www.mirant.com/-- produces and sells electricity in the United States. Mirant owns or leases approximately 10,097 megawatts of electric generating capacity. The company operates an asset management and energy marketing organization from its headquarters in Atlanta, Georgia. Mirant Corporation filed for Chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a confirmed Second Amended Plan on Jan. 3, 2006. Thomas E. Lauria, Esq., at White & Case LLP, represented the Debtor in its restructuring. When the Debtor filed for protection from its creditors, it listed $20,574,000,000 in assets and $11,401,000,000 in debts. Mirant Corp. and certain affiliates emerged from bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a final decree closing 46 Mirant cases. Mirant NY-Gen LLC, Mirant NY-Gen emerged from Chapter 11 on May 7, 2007. On Sept. 19, 2007, the court confirmed a Chapter 11 plan for Mirant Lovett. Bankruptcy Creditors' Service, Inc., publishes Mirant Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Mirant Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * * * In October 2009, Moody's Investors Service affirmed the ratings of reorganized Mirant Corporation (B1 Corporate Family Rating) and its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust certificates), Mirant North America, LLC (Ba2 senior secured and B1 senior unsecured) and Mirant Americas Generation, LLC (B3 senior unsecured). MON VIEW: Mathies Mine Sale Hearing Scheduled for Jan. 12 --------------------------------------------------------- Mon View Mining Company has received competing offers to purchase approximately 1,286 acres of land located in Union Township, Pennsylvania, described as the Mathies Mine. The Mathies Mine is located in Washington County, Pennsylvania; the coal reserves are recoverable from the gob pile, fines and accessible through deep mining. The debtor owns the real estate, all mineral rights, and maybe oil and gas rights. The sale will require the successful buyer to assume the environmental obligations with regard to this property. The sale may, but need not, be contingent upon the Order of Sale determining that the Assets are free and clear of the interest of the UMWA 1993 Benefit Plan and the UMWA 1974 Pension Trust. The sale of Assets may, but need not, be contingent upon the Order of sale determining that the successful purchaser is not a "successor" to the debtor and not subject to the collective bargaining agreement with the UMW. A hearing to approve the sale to the highest and best bidder is scheduled for January 12, 2010, at 10:00 a.m., before the Honorable Jeffery A. Deller in Pittsburgh. For additional information, contact the Debtor's counsel: Donald R. Calaiaro, Esq. Calaiaro & Corbett, P.C. Grant Building, Suite 1105 310 Grant Street Pittsburgh, PA 15219-2230 Telephone: (412) 232-0930 E-mail: dcalaiaro@calaiarocorbett.com Headquartered in Finleyville, Pennsylvania, Mon View Mining Company filed for Chapter 11 protection on Nov. 22, 2005 (Bankr. W.D. Pa. Case No. 05-50219). When the Debtor filed for protection from its creditors, it estimated $24,001,883 in assets and $10,545,140 in debts. MONTECITO AT MIRABEL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Montecito At Mirabel Development, L.L.C. dba Montecito @ Mirabel Development, LLC Po Box 31090 Mesa, AZ 85296 Case No.: 09-33899 Type of Business: Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Randy Nussbaum, Esq. Nussbaum & Gillis, P.C. 14500 N. Northsight Blvd. - #116 Scottsdale, AZ 85260 Tel: (480) 609-0011 Fax: (480) 609-0016 Email: rnussbaum@nussbaumgillis.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. NELSON GUERRA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Nelson Guerra Veronica Guerra 2117 Chris Roark Pl. El Paso, TX 79936 Bankruptcy Case No.: 09-32888 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Western District of Texas (El Paso) Debtors' Counsel: Sidney J. Diamond, Esq. 3800 N Mesa C-4 El Paso, TX 79902 Tel: (915) 532-3327 Fax : (915) 532-3355 Email: usbc@sidneydiamond.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txwb09-32888.pdf The petition was signed by the Joint Debtors. NEW HAVEN HEALTH: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: New Haven Health Care, Inc. dba West Rock Health Care Facility 34 Level Street New Haven, CT 06515 Bankruptcy Case No.: 09-33678 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Connecticut (New Haven) Debtor's Counsel: Elizabeth J. Austin, Esq. Pullman and Comley 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330-2000 Email: eaustin@pullcom.com Irve J Goldman, Esq. Pullman & Comley 850 Main Street PO Box 7006 Bridgeport, CT 06601 Tel: (203) 330-2000 Fax: (203) 330-2213 Email: igoldman@pullcom.com Jessica Grossarth, Esq. Pullman & Comley, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330-2215 Fax: (203) 257-0993 Email: jgrossarth@pullcom.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Anthony Pinto, vice president of the company. NEWCOURT INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Newcourt, Inc. PO Box 5040 Texarkana, TX 75505-5040 Bankruptcy Case No.: 09-50315 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Eastern District of Texas (Texarkana) Judge: Brenda T. Rhoades Debtor's Counsel: Bill F. Payne, Esq. 100 North Main Street Paris, TX 75460-4222 Tel: (903) 784-4393 ext. 40 Email: lgarner@moorefirm.com Estimated Assets: $ Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $9,769,139 and total debts of $5,787,541. 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/txeb09-50315.pdf The petition was signed by Calvin Court, president of the Company. NEXTMEDIA GROUP: Sec. 341 Creditors Meeting Set for Jan. 29 ----------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of Nextmedia Group, Inc., et al.'s creditors on January 29, 2010, at 10:00 a.m. at the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844 King Street, Wilmington, DE 19801. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Greenwood Village, Colorado-based NextMedia Group, Inc., provides out-of-home media services through radio broadcasting and outdoor advertising. The Debtors operate an aggregate of 36 AM and FM radio stations in a total of seven rated and unrated small, mid- size and suburban markets, including the Greenville-New Bern- Jacksonville, North Carolina area; the Saginaw-Bay City-Midland, Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San Jose, California; suburban Chicago; and suburban Dallas. NextMedia Group filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14463). The Debtor's affiliates, NextMedia Investors LLC, et al., also filed Chapter 11 bankruptcy petitions. Paul N. Heath, Esq.; Michael J. Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton & Finger, assist the Debtors in their restructuring efforts. NextMedia Group listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. NEXTMEDIA GROUP: Gets Court Nod to Hire BMC Group as Claims Agent ----------------------------------------------------------------- NextMedia Group, Inc., et al., sought and obtained authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to employ BMC Group, Inc., as noticing, claims and balloting agent, effective as of the Petition Date. BMC will, among other things: (i) serve as the Court's noticing agent to mail certain notices to the Debtors' creditors and parties-in- interest; (ii) provide computerized claims, claims objection and balloting services; and (iii) provide expertise, consultation, and assistance in claim and ballot processing and other administrative information related to the Debtors' bankruptcy cases. The Debtors request authority to compensate and reimburse BMC in accordance with the payment terms of the engagement letter for services rendered and expenses incurred in connection with the Debtors' Chapter 11 cases. A copy of the engagement letter is available for free at: http://bankrupt.com/misc/NEXTMEDIA_engagementletter.pdf Tinamarie Feil, the president of BMC, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Greenwood Village, Colorado-based NextMedia Group, Inc., provides out-of-home media services through radio broadcasting and outdoor advertising. The Debtors operate an aggregate of 36 AM and FM radio stations in a total of seven rated and unrated small, mid- size and suburban markets, including the Greenville-New Bern- Jacksonville, North Carolina area; the Saginaw-Bay City-Midland, Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San Jose, California; suburban Chicago; and suburban Dallas. NextMedia Group filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14463). The Debtor's affiliates, NextMedia Investors LLC, et al., also filed Chapter 11 bankruptcy petitions. Paul N. Heath, Esq.; Michael J. Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton & Finger, assist the Debtors in their restructuring efforts. NextMedia Group listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. NEXTMEDIA GROUP: Taps Andrews Kurth as Bankruptcy Counsel --------------------------------------------------------- NextMedia Group, Inc., et al., have sought authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Andrews Kurth LLP as bankruptcy counsel, effective as of the Petition Date. AK will, among other things: (a) advise the Debtors with respect to their powers and duties as debtors in possession in the continued operations of their businesses and management of their properties; (b) take necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on behalf of the Debtors, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the estates; (c) prepare necessary motions, applications, answers, orders, reports, and papers in connection with and required for the orderly administration of the estates; and (d) negotiate and prepare a disclosure statement, plan of reorganization and related documents. AK will be paid based on the hourly rates of its personnel: Jason S. Brookner $615 John E. Quattrocchi $630 Monica S. Blacker $550 Paralegals $180-$290 Jason S. Brookner, a partner at AK, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Greenwood Village, Colorado-based NextMedia Group, Inc., provides out-of-home media services through radio broadcasting and outdoor advertising. The Debtors operate an aggregate of 36 AM and FM radio stations in a total of seven rated and unrated small, mid- size and suburban markets, including the Greenville-New Bern- Jacksonville, North Carolina area; the Saginaw-Bay City-Midland, Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San Jose, California; suburban Chicago; and suburban Dallas. NextMedia Group filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14463). The Debtor's affiliates, NextMedia Investors LLC, et al., also filed Chapter 11 bankruptcy petitions. Paul N. Heath, Esq.; Michael J. Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton & Finger, assist the Debtors in their restructuring efforts. NextMedia Group listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. NEXTMEDIA GROUP: Wants Richards Layton as Co-Counsel ---------------------------------------------------- NextMedia Group, Inc., et al., have asked for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A., as bankruptcy co-counsel, nunc pro tunc to the Petition Date. By a separate application, the Debtors are also seeking to employ and retain Andrews Kurth LLP as bankruptcy counsel. Due to the extensive legal services that will be necessary during the Debtors' Chapter 11 cases, the Debtors submit that it is also essential to employ RL&F as co-counsel. The Debtors are also required to retain Delaware counsel. Andrews AK and RL&F have discussed a division of responsibilities regarding representation of the Debtors and will make every effort to avoid and/or minimize duplication of services. RL&F will, among other things: (a) take necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (b) prepare on behalf of the Debtors necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; and (c) perform other necessary legal services in connection with the Chapter 11 cases. Michael J. Merchant, a director at RL&F, says that the firm will be paid based on the hourly rates of its personnel: Paul N. Heath $525 Michael J. Merchant $525 Chun Jang $300 Kristine G. Manoukian $245 Robert C. Maddox $230 Jamie Schairer $195 Mr. Merchant assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Greenwood Village, Colorado-based NextMedia Group, Inc., provides out-of-home media services through radio broadcasting and outdoor advertising. The Debtors operate an aggregate of 36 AM and FM radio stations in a total of seven rated and unrated small, mid- size and suburban markets, including the Greenville-New Bern- Jacksonville, North Carolina area; the Saginaw-Bay City-Midland, Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San Jose, California; suburban Chicago; and suburban Dallas. NextMedia Group filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14463). The Debtor's affiliates, NextMedia Investors LLC, et al., also filed Chapter 11 bankruptcy petitions. Paul N. Heath, Esq.; Michael J. Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton & Finger, assist the Debtors in their restructuring efforts. NextMedia Group listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. NOVELOS THERAPEUTICS: Ties Bonus Plan to Success of NOV-002 Trial ----------------------------------------------------------------- The board of directors of Novelos Therapeutics, Inc., approved on December 8, 2009, a special bonus plan for all employees of the Company. The Plan provides for the payment of contingent cash bonuses in three equal installments in aggregate amounts ranging from 80% to 150% of annual 2009 salaries for each employee. All payments under the Plan are conditioned upon the achievement of favorable results for the Phase 3 clinical trial of NOV-002 in non-small cell lung cancer. The first installment will become payable immediately upon the satisfaction of both of the following conditions: -- the announcement results for the Phase 3 Trial showing statistically significant improvement in median overall survival; and -- the receipt by the Company of at least $20 million in proceeds from either the sale of its capital stock or a partnering transaction, or upon a change in control of the Company. The second and third installments will be payable on the first and second anniversaries of the announcement of the results of the Phase 3 Trial following the satisfaction of either of these conditions: -- the results of the Phase 3 Trial show 25% or greater improvement in median overall survival of patients receiving NOV-002 and chemotherapy as compared to patients receiving chemotherapy alone; or -- the results of the Phase 3 Trial show statistically significant improvement in median overall survival and United States Food and Drug Administration approves NOV-002 for use in the treatment of advanced non-small cell lung cancer in combination with first-line chemotherapy (paclitaxel and carboplatin) without requiring an additional efficacy trial. The payment of the second and third installments is subject to acceleration in the event of a change in control of the Company, provided that the conditions have been satisfied. All of the Company's employees are eligible for participation in the Plan, including these executive officers, who were identified as Named Executive Officers, in the Company's annual report on Form 10-K for the year ended December 31, 2008. If the conditions to the payments of the bonuses provided under the Plan are satisfied, the NEOs will receive these amounts: Installment 1 Installment 2 Installment 3 ------------- ------------- ------------- Harry S. Palmin $125,000 $125,000 $125,000 Christopher J. Pazoles 86,167 86,167 86,167 Kristin C. Schuhwerk 100,000 100,000 100,000 About Novelos Therapeutics Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a drug development company focused on the development of therapeutics for the treatment of cancer and hepatitis. Novelos owns exclusive worldwide intellectual property rights (excluding Russia and other states of the former Soviet Union, but including Estonia, Latvia and Lithuania) related to certain clinical compounds and other pre-clinical compounds based on oxidized glutathione. At September 30, 2009, the Company had $5,996,461 in total assets against total current liabilities of $7,408,800, deferred revenue -- noncurrent of $408,334, redeemable preferred stock of $20,381,810. At September 30, 2009, the Company had accumulated deficit of $63,211,609 and stockholders' deficiency of $22,202,483. Novelos Therapeutics said it will require additional capital to continue operations beyond the third quarter of 2010. Novelos Therapeutics noted the report from its independent registered public accounting firm dated March 17, 2009 and included with its annual report on Form 10-K indicated that factors existed that raised substantial doubt about its ability to continue as a going concern. NTK HOLDINGS: Court Enters Final Decree Closing 36 Cases -------------------------------------------------------- Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware entered a final decree closing 36 Chapter 11 cases of NTK Holdings, Inc., and certain of its debtor affiliates: Debtor Case No. ------ -------- Nortek Holdings, Inc. 09-13632 Aigis Mechtronics, Inc. 09-13648 Broan-Mexico Holdings, Inc. 09-13644 Broan-NuTone LLC 09-13621 Broan-NuTone Storage Solutions LP 09-13613 CES Group, Inc. 09-13638 CES International Ltd. 09-13624 Cleanpak International, Inc. 09-13641 Elan Home Systems, L.L.C. 09-13642 Gefen, Inc. 09-13619 Governair Corporation 09-13627 GTO, Inc. 09-13631 HC Installations, Inc. 09-13639 Huntair, Inc. 09-13637 International Electronics, LLC 09-13645 Linear LLC 09-13625 Linear H.K. LLC 09-13633 Lite Touch, Inc. 09-13618 Magenta Research Ltd. 09-13612 Mammoth-Webco, Inc. 09-13636 Niles Audio Corporation 09-13635 Nordyne Inc. 09-13630 NORDYNE International, Inc. 09-13615 Nortek International, Inc. 09-13628 NuTone LLC 09-13629 OmniMount Systems, Inc. 09-13623 Operator Specialty Company, Inc. 09-13622 Pacific Zephyr Range Hood, Inc. 09-13614 Panamax Inc. 09-13616 Rangaire GP, Inc. 09-13646 Rangaire LP, Inc. 09-13640 Secure Wireless, Inc. 09-13620 SpeakerCraft, Inc. 09-13626 Temtrol, Inc. 09-13643 Xantech Corporation 09-13634 Zephyr Corporation 09-13617 The Court's Joint Chapter 11 Case Administration Order entered on October 23, 2009, is modified to provide that matters in the Chapter 11 case of Nortek, Inc., Case No. 09-13647 (KJC), and NTK Holdings, Inc., Case No. 09-13611 (KJC), so that the Order will no longer be jointly administered with or under the chapter 11 cases of the Closing Debtors. Entry of the Final Decree is without prejudice to the rights of the Closing Debtors or any party in interest to seek to reopen the Closing Debtors' Chapter 11 cases for cause. Prior to the Court's entry of the Order, the Debtors informed the Court that no parties-in-interest objected to the Motion to close the Cases. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. NTK Holdings Inc., together with affiliates, including Nortek International, Inc., and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. Nortek, Inc. and its affiliated domestic companies announced they completed their financial restructuring and emerged from bankruptcy mid-December 2009. The emergence, which came only 57 days after the filing of a prepackaged plan of reorganization, follows confirmation of the plan on December 4, 2009 by Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). OCEAN DEVELOPMENT: Can Access $290,000 Loan for Operating Expenses ------------------------------------------------------------------ Jane Musgrave at Palm Beach Post News reports that a bankruptcy judge authorized Ocean Development I LLC to use $290,000 loan for operating expenses. The loan will also be used to pay $180,000 to the Company's crew. Ocean Development I LLC bought Palm Beach Princess Casino Ship out of bankruptcy in November. The Company has less than $50,000 in assets and debts of about $1.3 million. PANOLAM INDUSTRIES: Apollo, Eaton Vance Acquire 78% Stake of Newco ------------------------------------------------------------------ Affiliates of Apollo Capital Management and Eaton Vance Capital Management have acquired in the aggregate, approximately 78% of the New Capital Stock of Panolam Holdings Co. following the Company's emergence from bankruptcy. As reported by the Troubled Company Reporter, the U.S. Bankruptcy Court for the District of Delaware on December 10, 2009, entered an order (i) approving the Disclosure Statement relating to the Debtors' prepackaged plan of reorganization and the Debtors' procedures for soliciting votes on the Plan and (ii) confirming the Plan. On December 23, 2009, the Plan became effective after each of the conditions precedent to consummation of the Plan enumerated in Section 9.1 of the Plan were satisfied or waived. On the Effective Date, in accordance with the Plan, (i) holders of the senior debt received a combination of cash and new first lien notes in the reorganized company, (ii) holders of the senior subordinated notes received, in exchange for the cancellation of their notes, shares of the new common stock of the reorganized parent and (iii) holders of the existing capital stock received, in exchange for the cancellation of their shares, warrants to acquire 2.5% of the New Capital Stock under certain circumstances. The issuance of the New Capital Stock, the warrants, the New Capital Stock to be issued upon exercise of the warrants and any other securities pursuant to the Plan is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 1145 of the Bankruptcy Code. The Company has filed a Form 15 with the Securities and Exchange Commission to deregister its 10-3/4% Senior Subordinated Notes due 2013 under Section 12(g) of the Securities Exchange Act of 1934, as amended, and suspend the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Amended and Restated Credit Agreement On the Effective Date, Reorganized Panolam entered into an amended and restated credit agreement with Reorganized Holdings, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders named therein. Reorganized Holdings entered into an Amended and Restated Holdings Guaranty and each of the other reorganized subsidiaries entered into the Amended and Restated Subsidiary Guaranty, as guarantors. Pursuant to the Amended and Restated Credit Agreement, the aggregate principal amount of the Existing Revolving Loans has been reduced to an aggregate principal amount of $15 million, $5 million of which is reserved for letters of credit issued under the Amended and Restated Credit Agreement, and the Existing Term Loans (as defined in the Amended and Restated Credit Agreement) have been reduced to an aggregate principal amount of $133,115,866.70. Pursuant to the terms of the Amended and Restated Credit Agreement, both the Term Loans and the Revolving Loans shall bear interest at, at the option of Reorganized Panolam, the Eurodollar Rate plus 6% per annum, with a Eurodollar Rate floor of 2.5% per annum, or the Base Rate, and are secured by a first priority perfected security interest in substantially all of the assets of Reorganized Panolam and the Guarantors. The revolving loan facility matures on June 30, 2013, and the Term Loans mature on December 31, 2013. The Amended and Restated Credit Agreements includes customary covenants for facilities of this type. Second Lien Credit Agreement On the Effective Date, Reorganized Panolam entered into a second lien credit agreement with Reorganized Holdings, Apollo Laminates Agent, LLC, as administrative agent, and the lenders named therein. Reorganized Holdings entered into a Second Lien Holdings Guaranty and each of the other Reorganized Debtors that are subsidiaries entered into the Second Lien Subsidiary Guaranty, as guarantors. As of the Effective Date, the aggregate outstanding principal amount of the Loans under the Second Lien Credit Agreement is $25 million. Pursuant to the terms of the Second Lien Credit Agreement, the Loans shall bear cash interest at a rate of 2% plus PIK interest at a rate of 10% per annum, or, at the option of Reorganized Panolam and subject to certain conditions, cash interest at a rate of 10% per annum. The Loans are secured by a second lien on the same collateral as that securing the Amended and Restated Credit Agreement, subject to the terms of an intercreditor agreement. The Loans mature on June 30, 2014. Resignation of Directors In connection with the consummation of the Plan, effective as of December 23, 2009, J. Ryan Clark, Jean-Pierre L. Conte, Darren J. Gold, Hunter Nelson, Kent Wallace and Richard Gesseck resigned from their positions as directors of each of the Debtors. Appointment of Directors Pursuant to the Plan and in accordance with the terms of the Stockholders Agreement, a new board of directors was appointed for each of the Reorganized Debtors, effective as of December 23, 2009, consisting of Robert J. Muller, Jr., Jason L. Perri, Avi Katz, Larry Berg and Kelley Baccei. There are no arrangements or understandings pursuant to which these individuals were elected as directors. Management Incentive Plan Pursuant to the Plan, Reorganized Holdings adopted a management equity incentive plan, pursuant to which 5% of the New Capital Stock was issued to Robert J. Muller, Jr., the President and Chief Executive Officer of each of the Reorganized Debtors, Jeffrey M. Muller, the Vice President of Human Resources, General Counsel and Secretary of each of the Reorganized Debtors, and Vincent C. Miceli, the Vice President and Chief Financial Officer of each of the Reorganized Debtors, on the Effective Date, and an additional 5% of the New Capital Stock was reserved for future issuance to certain officers and key employees of the Reorganized Debtors and their affiliates. About Panolam Industries Shelton, Connecticut-based Panolam Industries International, Inc., designs, manufactures and distributes decorative laminates, primarily thermally fused melamine panels and high-pressure laminate sheets, throughout the United States and Canada. The Company markets its products through independent distributors and directly to kitchen and bathroom cabinet, furniture, store fixtures and original equipment manufacturers. Panolam Holdings Co. filed for Chapter 11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware Case No. 09-13889). Its debtor-affiliates, Panolam Industries International, Inc., Panolam Holdings II Co., Panolam Industries Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy. Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards Layton & Finger, P.A., assisted the Debtors in their restructuring efforts. Perella Weinberg Partners served as the Debtors' financial advisor. Epiq Bankruptcy Solutions LLC acted as the Debtors' claims agent. PENN TRAFFIC: Tops Markets to Bid $90 Million for Assets -------------------------------------------------------- Courier Express, citing a report of Post-Standard newspaper, reports that Tops Markets will bid for all of Penn Traffic Co.'s assets for $90 million, which is subject to creditors and court approval. Price Chopper made a $54 million offer for 22 of the company's 79 supermarkets, and an unnamed bidder -- likely C&S Wholesale Grocers, has offered $36.5 million for all of the company's assets. Interested bidders have until Jan. 21, 2010, to submit their offers for the company's assets, report says. Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PENN TRAFFIC: Proposes Stevens & Lee as Co-Counsel -------------------------------------------------- The Official Committee of Unsecured Creditors formed in Penn Traffic Company's Chapter 11 cases seeks permission from the Bankruptcy Court to retain Stevens & Lee, P.C., as co-counsel. Subject to the direction of the Committee and its lead counsel Otterbourg, Steindler, Houston & Rosen, S&L will represents the Committee in all aspects of the case, including: a. advising the Committee and representing it with respect to proposals and pleadings submitted by the Debtors or others to the Court; b. representing the Committee with respect to any type of Chapter 11 plan and any proposed disposition of assets in this case; and c. attending hearings, drafting and reviewing pleadings and generally advocating positions which further the interests of the creditors represented by the Committee. Stevens & Lee will be paid at these hourly rates: Personnel Hourly Rate --------- ----------- Shareholder $525 Of Counsel $355 Associate $250 Paralegal and Legal Assistant $40 to $200 S&L has also agreed that it will charge any necessary but otherwise unproductive travel time associated with the case at 50% of its standard rates. Joseph H. Huston, Jr., member of the firm, attests that S&L does not hold or represent any interest adverse to the Debtors' estates or the Committee or the class of creditors the Committee represents. About Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PENN TRAFFIC: Proposes FTI Consulting as Financial Advisor ---------------------------------------------------------- The Official Committee of Unsecured Creditors formed in Penn Traffic Company's Chapter 11 cases seeks permission from the Bankruptcy Court to retain FTI Consulting as financial advisor. FTI will provide these services: -- Assistance with the assessment and monitoring of the Debtors' short-term cash flow, liquidity, and operating results; -- Assistance to the Committee with respect to the Debtors' disposition of assets or liquidation of operations; -- Assistance to the Committee with information and analyses required pursuant to the Debtors' motions regarding the use of cash collateral; and -- Assistance regarding the evaluation of employee related- motions and issues including severance plans, bonus programs, employee retention programs, pensions and other post retirement benefits. The firm will be paid based on the hourly rates of its professionals: Personnel Hourly Rate --------- ----------- Senior managing director $710 to $825 Director / Managing Director $520 to $685 Consultant/ Senior Consultant $255 to $480 Administrative/Paraprofessional $105 to $210 FTI will also seek reimbursement of actual and necessary expenses. About Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PILGRIM'S PRIDE: Settles Claims for Illegal Hiring -------------------------------------------------- Pilgrim's Pride Corp. (NYSE: PPC) said December 30 that it has reached a settlement agreement with the U.S. Attorney's office for the Eastern District of Texas and U.S. Immigration and Customs Enforcement (ICE) in relation to a two-year investigation into identity theft and the employment of individuals who are not authorized to work in the United States. Under the terms of the non-prosecution agreement, the company has agreed to pay the federal government a total of $4.5 million over the next three years. The agreement marks the completion of the government's investigation, which began in 2007. No civil or criminal charges were ever filed against the company during the course of the investigation, and both the U.S. Attorney's office and Pilgrim's Pride acknowledge that the settlement does not constitute any admission of civil or criminal misconduct on the part of Pilgrim's Pride or any of its directors, officers, management or other employees. In 2007 and 2008, ICE conducted worksite enforcement and identify- theft investigations at five Pilgrim's Pride locations. As a result of these actions, a total of approximately 338 unauthorized workers were apprehended. Pilgrim's Pride cooperated fully with the U.S. Attorney's office and ICE throughout the course of the investigation. As part of the settlement, Pilgrim's Pride recognizes that its voluntary compliance programs can be enhanced to more accurately identify unauthorized persons who seek or gain employment through identity fraud or other unlawful means. Pilgrim's Pride shares the government's goal of eliminating the hiring or employment of unauthorized workers, and has stringent workplace verification programs in place. All of the company's U.S. locations voluntarily participate in E-Verify (formerly known as the Basic Pilot/Employment Eligibility Verification Program), which determines employment eligibility for all new hires. However, the E-Verify/Basic Pilot program is unable to detect identity theft situations. Pilgrim's Pride has relied on the ICE Best Hiring Practices in designing its immigration compliance program. These practices include participation in E-Verify, prompt attention to Social Security No-Match letters, and retention of outside experts in immigration compliance to ensure that the company is doing all that it can to verify that its employees have work authorization. These practices also require that the company be sensitive to all applicable anti-discrimination laws. Pilgrim's Pride continually audits and reviews its processes and procedures to assure continuing compliance with best hiring practices and existing employment law. The company provides education and training on proper hiring procedures, fraudulent document detection, use of the E-Verify/Basic Pilot Employment Verification Program, and anti-discrimination procedures. Pilgrim's Pride also conducts internal and third-party audits of I-9 forms and hiring practices on an ongoing basis, and fully investigates any reports of alleged identity theft. About Pilgrim's Pride Pilgrim's Pride Corporation -- http://www.pilgrimspride.com-- employs approximately 41,000 people and operates chicken processing plants and prepared-foods facilities in 12 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. filed for Chapter 11 on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). Weil, Gotshal & Manges LLP served as bankruptcy counsel. Lazard Freres & Co., LLC, was the Company's investment bankers. Kurtzman Carson Consulting LLC served as claims and notice agent. Kelly Hart and Brown Rudnick represented the official equity committee. Attorneys at Andrews Kurth LLP represented the official committee of unsecured creditors. On Dec. 10, 2009, the Bankruptcy Court entered an order confirming Pilgrim's Pride's Chapter 11 plan of reorganization. The plan relies upon a sale of the business to JBS SA. Under the Plan, creditors are paid in full. Existing owners retained 34 percent of the equity. PLAINFIELD APARTMENTS: Files Chapter 11 Plan to Retain Assets ------------------------------------------------------------- myCentralNewJersey.com says Plainfield Apartments LLC filed with the U.S. Bankruptcy Court a plan of reorganization and disclosure statement explaining that plan, which would retain all of its properties and allow Connolly Properties Inc., manages nine of the company's city apartments, to continue to control the apartments. A hearing is set for February 16, 2009, to consider approval of the company's disclosure statement, report says. According to the disclosure statement, the plan proposes to pay Spencer Savings Bank, who asserted $18.6 million in claim, will be offer a one year of monthly payments of interest only then nine years of monthly payments of principal and interest, both to be paid on 4% interest rates. A balloon payment of all remaining debt would be paid at the end of the 10-year term, report relates. The plan also proposes to peg Plainfield Municipal Utilities Authority's claim at $100,000, then pay the amount in quarterly installments during a 10-year period, also at 4% interest. PMUA asserted $450,000 million in claim against the company, report adds. Plainfield Apartments, LLC, is a real estate company based in Plainfield, New Jersey. It filed for Chapter 11 on August 7 (Bankr. D. N.J. Case No. 09-30679). Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the Company in its restructuring efforts. The Company listed $14,181,853 in assets and $17,587,846 in debts. An affiliate, Fulton-Harrison LLC, filed for protection in the same court on July 29 (Case No. 09-29666). REAL ESTATE ASSOCIATES VII: Alcock Out, Bezzant In as Director -------------------------------------------------------------- Harry G. Alcock, who served as Executive Vice President and a member of the Board of Directors of Real Estate Associates Limited VII's corporate general partner, resigned from these positions effective December 15, 2009. To fill the vacancy on the Board of Directors created by Mr. Alcock's departure, the sole stockholder of the Corporate General Partner elected John Bezzant, who became a director of the Corporate General Partner, effective December 16, 2009. Mr. Bezzant, 47, serves as a Senior Vice President of the Corporate General Partner and Apartment Investment and Management Company, an affiliate of the Corporate General Partner. Mr. Bezzant joined Aimco in June 2006 as Senior Vice President - Development. Prior to joining Aimco, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation. As reported by the Troubled Company Reporter on December 7, 2009, Real Estate Associates Limited VII at September 30, 2009, had total assets of $1,770,000 against total liabilities of $20,941,000. Real Estate Associates Limited VII said it continues to generate recurring operating losses. In addition, the Partnership is in default on notes payable and related accrued interest payable that matured between December 1999 and December 2004. As of September 30, 2009, and December 31, 2008, the Partnership is obligated for non-recourse notes payable of $6,320,000 to the sellers of the partnership interests, bearing interest at 9.5% to 10%. Total outstanding accrued interest is $14,568,000 and $14,127,000 at September 30, 2009 and December 31, 2008, respectively. The obligations and the related interest are collaterized by the Partnership's investment in the local limited partnerships and are payable only out of cash distributions from the Local Limited Partnerships, as defined in the notes. Unpaid interest was due at maturity of the notes. All notes payable have matured and remain unpaid at September 30, 2009. The Partnership disclosed it entered into an agreement with the non-recourse note holder for six of the Local Limited Partnerships with notes payable totaling $2,579,000 and accrued interest of $5,992,000 at September 30, 2009, in which the note holder agreed to forebear taking any action under these notes pending the purchase by the note holder of a series of projects including the properties owned by 10 of the remaining Local Limited Partnerships. The Partnership said management is attempting to negotiate extensions of the maturity dates on the three notes payable that are not subject to the forbearance agreement. If the negotiations are unsuccessful, the Partnership could lose its investment in the Local Limited Partnerships to foreclosure. In addition, the Partnership may seek operating advances from the general partner of the Partnership. However, the general partner of the Partnership is not obligated to fund such advances. The Partnership said there is substantial doubt about its ability to continue as a going concern. RENEW ENERGY: All Fuels Obtains Stay of Valero Purchase ------------------------------------------------------- ALL Fuels & Energy disclosed that its subsidiary, ALL Fuels Jefferson, LLC, obtained a Stay Pending the Hearing on the Motion to Reconsider the Order signed on December 17,2009, preventing Valero Renewable Energy Company from closing its proposed purchase of an ethanol plant owned by Renew Energy LLC. The stay granted today is effective until January 6, 2010, when another hearing will be held to determine whether a stay will be granted until January 14, 2010, the date on which ALL Fuels - Jefferson, LLC's Motion to Reconsider is to be heard. Renew Energy is the debtor-in-possession in a Chapter 11 bankruptcy proceeding (U.S. Bankruptcy Court, Western District of Wisconsin, Case No. 09-10491). The stayed sale order approves the sale of the Renew Energy's ethanol plant to Valero Renewable Energy Company for $72 million. At the January 14, 2010, hearing, ALL Fuels-Jefferson, LLC intends to present what it believes to be important information regarding the auction and determination of the winning bid that was not brought to the bankruptcy court's attention at the December 14, 2009, sale confirmation hearing. "We are actively pursuing our legal options so that all of the facts surrounding the auction of the Renew Energy ethanol plant can come to light and be considered by the bankruptcy court. We believe the ALL Fuels bid of $77 million is the best opportunity for the independent ethanol producers, farmers, Wisconsin taxpayers, participating banks, and ALL Fuels shareholders," said Dean Sukowatey, President and CEO of ALL Fuels & Energy. About ALL Fuels & Energy Company ALL Fuels & Energy Company -- http://www.allfuelsandenergy.com/-- is a development-stage ethanol company organized to operate as an ethanol producer. About Renew Energy Headquartered in Jefferson, Wisconsin, Renew Energy LLC -- http://www.renewenergyllc.com/-- operates an ethanol plant facility. The Company filed for Chapter 11 on January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491). Christopher Combest, Esq., at Quarles & Brady LLP, represents the Debtor in its restructuring efforts. William T. Neary, the United States Trustee for Region 11, appointed five creditors to serve on an Official Committee of Unsecured Creditors. The Debtor disclosed $188,953,970 in total assets and $194,410,573 in total debts. RESIDENTIAL CAPITAL: Moody's Comments on $2.7BB Capital Infusion ---------------------------------------------------------------- Moody's Investors Service said that Residential Capital LLC's's $2.7 billion capital infusion from its parent GMAC and related write-down of a substantial amount of its remaining held-for- investment loan portfolio, although positive, are insufficient to stabilize the company. Despite these write-downs, it remains uncertain if additional deterioration will occur in these portfolios and whether ResCap can return to profitability. Moody's considers ResCap's obligations to be highly speculative as the company has been unprofitable on a quarterly basis for three years, its liquidity position is tenuous, capital insufficient and franchise impaired. All ResCap ratings remain C with a stable outlook. The GMAC capital contribution was provided to ResCap in conjunction with capital actions taken by the US Treasury in regards to GMAC. The US Treasury's actions increase GMAC's ability to support ResCap, and the $2.7 billion capital contribution represents the latest in a long series of actions GMAC has taken to provide ResCap with capital and liquidity support. However, despite this historical support, there remains no guarantee that GMAC will support ResCap in the future. Should parental support be discontinued, Moody's believe ResCap would eventually default on its obligations and unsecured creditors would face substantial losses. The $2.7 billion capital injection was in the form of $1.4 billion of mortgage loans purchased by GMAC from its subsidiary Ally Bank (these loans had an unpaid principal value of $3.6 billion at September 30, 2009) and contributed to ResCap, and undisclosed amounts of cash and debt forgiveness. In conjunction with the capital contribution, ResCap wrote down a substantial amount of its remaining held-for-investment loan portfolio resulting in pre-tax charges of approximately $2.0 billion. This included international mortgage assets with an unpaid principal balance of $2.4 billion (book value of $2.0 billion) written down to $0.7 billion and domestic mortgage assets with an unpaid principal balance of $3.3 billion (book value of $2.3 billion) written down to $1.6 billion. These portfolios represent the majority of ResCap's held-for-investment portfolio, excluding on balance sheet securitizations that involve no investor recourse to the company. Although after these actions, the carrying value of ResCap's residential mortgage portfolio will likely be less than 50% of the unpaid principal balance, additional deterioration could occur in this portfolio. Also, other potential contingent drains on ResCap's capital and liquidity include liabilities for loans sold with recourse and a $1.8 billion commitment (at June 30, 2009) to directly fund draws on home equity lines of credit in off-balance sheet securitizations should certain triggers be met. In regards to ResCap liquidity, the company has significant maturities in the first half of 2010 which it is unable to service with its current liquidity resources while staying compliant with its covenant to maintain liquidity of $750 million daily and unrestricted liquidity of $250 million daily. ResCap maturities include approximately $750 million of senior secured notes due in May 2010, $830 of domestic senior unsecured notes due in June 2010 and $500 million of international senior unsecured notes due in September 2010. Additionally, ResCap had $2.0 billion of borrowings from GMAC under a senior secured credit facility at June 30, 2009, which matures May 2010. ResCap's third party secured borrowings at June 30, 2009, included $1.0 billion under a mortgage servicing rights facility which matures May 2010. The last rating action on ResCap was November 20, 2008, when Moody's downgraded the company's senior secured, junior secured, and unsecured senior debt ratings to C from Ca with a stable outlook. RICHARD LARSEN: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Richard E. Larsen dba RL Construction Teri A. Larsen 2940 E. Houston Ave Gilbert, AZ 85234 Bankruptcy Case No.: 09-33934 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Vincent P. Zurzolo Debtors' Counsel: Robert M. Cook, Esq. Law Offices Of Robert M. Cook PLLC 219 W Second St Yuma, AZ 85364 Tel: (928) 782-7771 Fax: (928) 782-7778 Email: robertmcook@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtors' petition, including a list of their 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb09-33934.pdf The petition was signed by the Joint Debtors. RIVER WEST: Court to Consider Cash Collateral Access Tomorrow ------------------------------------------------------------- The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois, in a second interim order, authorized River West Plaza-Chicago, LLC dba Joffco Square to: -- use cash collateral of Bank of America, N.A., including but not limited to the rental income of Joffco Square until January 6, 2010; and -- grant adequate protection to BofA. A continued hearing on the Debtor's use of cash collateral will be held on January 6, 2010, at 10:00 a.m. The Debtor would use the cash collateral to pay operating and overhead expenses of Joffco Square. As adequate protection, the Debtor will continue operating Joffco Square. In addition, the Debtor will continue to make interest payments to the lender. River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois limited liability company, with its principal office located at 5 Revere Drive, Suite 200, Northbrook, Illinois 60062. The Company filed for Chapter 11 bankruptcy protection on December 7, 2009 (Bankr. N.D. Ill. Case No. 09-46258). Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RIVER WEST: Files Schedules of Assets and Liabilities ----------------------------------------------------- River West Plaza-Chicago, LLC, dba Joffco Square, filed with the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $26,175,000 B. Personal Property $584,466 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $26,158,002 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $309,835 ----------- ----------- TOTAL $26,723,466 $26,467,837 River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois limited liability company, with its principal office located at 5 Revere Drive, Suite 200, Northbrook, Illinois 60062. The Company filed for Chapter 11 bankruptcy protection on December 7, 2009 (Bankr. N.D. Ill. Case No. 09-46258). Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RK REALTY ONE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: RK Realty One Associates 1616 Walnut Street, Suite 2400 Philadelphia, PA 19103 Bankruptcy Case No.: 09-30027 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Chief Judge Stephen Raslavich Debtor's Counsel: Edmond M. George, Esq. Obermayer Rebmann Maxwell & Hippel, LLP 1617 John F. Kennedy Blvd. One Penn Center, Suite 1900 Philadelphia, PA 19103 Tel: (215) 665-3140 Email: edmond.george@obermayer.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 Neal Rodin, general partner of the Company. RYNESS COMPANY: Exits Chapter 11 Bankruptcy ------------------------------------------- The Ryness Company, one of the nation's leading full-service sales and marketing organizations for new homebuilders and developers, has announced it has emerged from Chapter 11 bankruptcy, less than nine months after its bankruptcy filing in the U.S. Bankruptcy Court, Northern District of California. "The Ryness Company recognizes and appreciates the support of all those who've weathered this process with us" "The Ryness Company recognizes and appreciates the support of all those who've weathered this process with us," said Gary Ryness, who established the firm in 1975 and serves as its Chairman. "We are pleased that our company is now able to focus on the future which offers us the opportunity to continue to provide our homebuilding and development clients with outstanding service, data and sales solutions." The Ryness Company continues to have solid brand recognition within the core markets that it operates in. Gary Ryness has long been seen as one of the homebuilding industry's sales and marketing experts. He is a member of the California Building Industry Hall of Fame and has served as an advisory board member for the University of Southern California's Lusk Center for Real Estate. "I believe the last several years has been a historic, extraordinarily challenging time for home builders, developers, their related trade partners and vendors, as well as consumers," continued Ryness, whose company is based in Danville, CA. "As a California-centric company, we're confident in a brighter future for homebuilding and land development - there is record low inventory of new homes, key markets are seeing rising prices and there is an increased level of land acquisition activity as builders position themselves for the long-term. For consumers, interest rates continue at near record lows and the affordability index is in very positive territory." The Ryness Company -- http://www.ryness.com/-- has been at the forefront of some of the nation's fastest growing new home markets for nearly 35 years, working with clients in the planning, design, sales and marketing of over 175,000 homes in over 2,000 new home communities throughout the western United States. The company provides strategic data, advice and counsel in such areas as land acquisition, market research and sales and marketing management. The company also publishes the weekly Ryness Report, providing the homebuilding community with a comparison of sales activity between various regions and markets, including year-to-date totals from the same week of the previous year. The Ryness Company, Inc. filed for Chapter 11 on Feb. 26, 2009 (Bankr. N.D. Calif Case No. 09-41466). It said in its petition that debts range from $10 million to $50 million. SERVICE SUPPLY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Service Supply Distribution, LLC P.O. Box 749 Cordele, GA 31010-0749 Bankruptcy Case No.: 09-12409 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court Middle District of Georgia (Albany) Judge: James D. Walker Jr. Debtor's Counsel: Ward Stone, Jr., Esq. Stone & Baxter, LLP 577 Mulberry Street, Suite 800 Fickling and Co. Building Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 Email: wstone@stoneandbaxter.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/gamb09-12409.pdf The petition was signed by Monroe Hunt, manager of the Company. SG RESOURCES: Moody's Retains Corporate Family Rating at 'B1' ------------------------------------------------------------- Moody's Investors Service commented that SG Resources Mississippi, L.L.C.'s construction and operations at its Southern Pines Gas Storage Project appears to be on schedule to attain sufficient capacity to meet customer contract deadlines, that the total construction costs to date for Phase I, II and III have been reasonably close to budget, and that financial performance, while weaker than the company's forecast, are within Moody's expectations given its B1 Corporate Family Rating level. The last rating action affecting SGRM occurred on August 12, 2008, when Moody's assigned a B1 rating to its secured revolving credit facility. SGRM's ratings were assigned by evaluating factors that Moody's believe are relevant to the company's risk profile, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside SGRM's core industry. SGRM is 60% owned by SGR Holdings, L.L.C., and 40% ultimately by ArcLight Energy Partners Fund II, L.P. SGR Holdings and SG Resources Mississippi, L.L.C., are headquartered in Houston, Texas. ArcLight Energy Partners is headquartered in Boston, Massachusetts. SGRM is creating by solution mining the first three of up to five FERC-regulated, high deliverability, salt dome natural gas storage caverns in the Byrd Salt Dome. SHERBURNE COMMONS: Cornerstone, Servants Buy Assets for $6 Mil. --------------------------------------------------------------- Senior Housing News reports that Cornerstone Real Estate Funds and Servant Healthcare Investments were named winning bidder to acquire Sherburne Commons for $6 million. The buyers negotiated the purchase price with the Company's secured creditors Sovereign Bank under a plan filed with the Court. The closing costs and working capital requirements will bring the total transaction to $9.5 million. Assisted living facility owner and operator Sherburne Commons, Inc. -- http://www.sherburnecommons.com/-- sought Chapter 11 protection (Bankr. D. Mass. Case No. 08-18026) on Oct. 23, 2008. THe Debtor is represented by Heather J. Zelevinsky, Esq., and Steven T. Hoort, Esq., at Ropes & Gray LLP. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. SIMMONS BEDDING: Plan Supplement Filed -------------------------------------- BankruptcyData reports that Simmons filed with the U.S. Bankruptcy Court a Plan Supplement for the Company's Joint Prepackaged Plan of Reorganization. According to BData, the Supplement includes these documents: Indenture and Form 11 1/4% Senior Secured Notes due 2015, Employment Agreements of Certain Officers for the Reorganized Debtors, AOT Bedding Super Holdings, LLC 2010 Equity Incentive Plan, Amended Certificates of Incorporation of the Reorganized Debtors, AOT Bedding Super Holdings, LLC - Form of LLC Agreement, Biographical Information of the Initial Members of the Board of Directors and Officers of the Reorganized Debtors. 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. Delaware 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. SKI MARKET: Financial Woe Prompts Chapter 11 Filing --------------------------------------------------- Ski Market filed for Chapter 11 bankruptcy, citing negative impact on consumer spending during 2008 and 2009 exacerbated the company's financial problems, according to boston.com. The report notes the Company owes $4 million to South Shore Savings Bank, $610,000 in rent for its existing locations, and $4.5 million in trade debt. According to the Company, it had $22.5 million in gross sale from April 1, 2008, to March 31, 2009. Its gross sale was less than $7 million from April 2009 to mid-December 2009. Mirick O'Connell, DeMallie & Lougee LLP represents the Company. SMARTLENS CORPORATION: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: SmARTlens Corporation 511 Woodhaven Way Athens, GA 30606 Bankruptcy Case No.: 09-25474 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Herbert C. Broadfoot, II, Esq. Ragsdale, Beals, Seigler, et al. 2400 International Tower 229 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 588-0500 Fax: (404) 523-6714 Email: broadfoot@rbspg.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/ganb09-25474.pdf The petition was signed by Wallace Randall Abney, CEO of the Company. SPANSION INC: Noteholders Want Plan Documents Produced ------------------------------------------------------ The Ad Hoc Committee of Convertible Noteholders formed in Spansion Inc.'s cases asks the Court to compel the Debtors to respond to certain of its requests for production of documents. The Ad Hoc Committee served its first request for production of documents on October 29, 2009, to the Debtors in connection with the Debtors' Disclosure Statement and Joint Plan of Reorganization. Responses to those requests were due on November 30, 2009. The Ad Hoc Committee relates that, as of December 16, 2009, the Debtors have not substantially produced the responsive documents. The Ad Hoc Committee asks the Court to require the Debtors to produce these documents: A. Gordian Hard Copy Documents: i. A copy of any centralized Gordian firm file related to its valuation analysis. ii. All desk files and any other hard copy documents maintained by Henry Owsley or the Gordian personnel working with Henry Owsley related to Gordian's valuation analysis. B. Gordian Electronic Non-Email Documents: i. A copy of any centralized electronic Gordian firm file related to its valuation analysis. ii. All electronic desk files and any other electronic documents maintained by Henry Owsley or the Gordian personnel working with Owsley related to Gordian's valuation analysis. iii. An electronic copy of all models and spreadsheets used by Gordian in connection with its valuation analysis. C. Gordian Email Documents i. All emails sent or received since January 1, 2009 by Henry Owsley or the Gordian personnel working with Owsley related to (i) the value of Spansion or any assets or divisions of Spansion, and (ii) any negotiations with representatives of the FRN or the Official Committee of Unsecured Creditors regarding the Plan. The Ad Hoc Committee says assuming that the Debtors will produce emails and communications from Gordian's files, and assuming that they can provide assurance that Gordian does not systematically delete its emails, the Ad Hoc Committee also agreed that the Debtors' search of the Debtors' and Latham's e-mail servers and computers for responsive e-mails could be restricted to a limited number of areas in order to reduce the scope and expenses associated with producing these responsive documents. Nevertheless, the Debtors have yet to produce the responsive documents or otherwise indicate whether those documents will be produced. Thus, the Ad Hoc Committee asserts that the Debtors should be required to search and immediately produce to it these documents: (a) E-mail Files That Are Located on Debtors' Computers and E-mail Servers: i. E-mails related to the development of the Contingency Case referenced in the Disclosure Statement, including but not limited to the risks that were purportedly quantified to develop the contingency case; ii. E-mails related to the development of the Steady State referenced in the Disclosure Statement; iii. E-mails sent or received since June 1, 2009, from representatives of the Consortium or the Creditors Committee relating to (a) Debtors' business plan, (b) any valuation analysis, or (c) negotiations concerning the Plan; iv. E-mails related to a comparison of the 2nd and 3rd quarter 2009 actual results for Spansion to the 2009 business plan, including whether any results should be characterized as non-recurring; and v. E-mails relating to the negotiations and value of the management incentive plan referenced in the Plan. (b) E-mail Files That Are Located on Lathams' Computers and E-mail Servers: i. E-mails sent or received since June 1, 2009, from representatives of the Consortium or the Creditors Committee relating to (a) Debtors' business plan, (b) any valuation analysis, or (c) negotiations concerning the Plan. 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: Creditors Committee Opposes Stock Plan ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors formed in Spansion Inc.'s cases is urging its constituency to vote against the plan of reorganization scheduled for approval at a Feb. 12 confirmation hearing. The Committee opposes provisions in the Plan giving convertible debt to the holders of floating rate notes where the unsecured creditors' stock holding could be "materially diluted." The Committee also objects to how its constituents will have no one on the board even though unsecured creditors initially receive all the stock. They are also opposed to an incentive plan where management could receive more than $85 million. According to the report, the Plan contemplates full payment to the holders of $625 million in floating rate notes by giving them $158 million cash, $238 million in new notes, and $238 million in new convertible notes. Unsecured creditors are to split up some 46.3 million shares of stock. The unsecured claim pool is made up of $251 million in senior notes, $208 million in exchangeable debentures, and claims of general unsecured creditors ranging between $440 million and $841 million. The Disclosure Statement anticipates that unsecured creditors will recover between 31% and 45% from the stock. The $7 million secured credit facility is to be paid in full. 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: Phoenix Partners Owns 5.31% of Outstanding Stock -------------------------------------------------------------- In a Form 13G joint filing with the U.S. Securities and Exchange Commission, Phaeton International (BVI) Ltd. disclosed its ownership of 2,034,034 shares of Spansion Inc. Common Stock representing 1.80% of shares outstanding. Other entities disclosing ownership of Spansion shares are: Amount of Company Shares Percentage ------- --------- ---------- Phoenix Partners, L.P. 3,516,000 3.11% Phoenix Partners II, L.P. 449,966 0.40% Morgens, Waterfall, Vintiadis & Co., 6,000,000 5.31% Edwin H. Morgens 6,000,000 5.31% As of May 11, 2009, Spansion Inc.'s outstanding common stock is 161,956,210 shares. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Panel Revises Plea to File LBO Suits ----------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors of Station Casinos Inc. filed an amended motion asking the Bankruptcy Court for authority to file two lawsuits: -- one contending the leveraged buyout in November 2007 resulted in fraudulent transfers; and -- the second seeking to recharacterize the leases as disguised financings. The Creditors Committee says that the 2007 buyout left the company with $1.7 billion in new debt, a "crushing burden that offered virtually no value in return." The Committee believes the LBO left the company insolvent and gives the bankruptcy court power to unravel the transactions. Although denominated as leases, the Committee argues that the economic substance of the transaction points to financings that are also voidable as fraudulent conveyances because transfers were made without sufficient value being given in return. The Court will convene a hearing to consider the request on Jan. 25. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SUNWEST MANAGEMENT: Chelalem Fined for Stolen Money and Drugs ------------------------------------------------------------- Hannah Hoffman at Yamhill Valley News Register reports that Chelalem Springs Assisted Living Community owned by Sunwest Management Inc. was charged $700 in fines resulting from two cases involving missing narcotics and $1,152 in cash stolen from residents. About Sunwest Management Founded in Oregon in 1991, Sunwest Management -- http://www.sunwestmanagement.com/-- remains one of the largest private senior living providers in the country and is a significant Oregon employer. In 2008, the company engaged Hamstreet & Associates and Alvarez & Marsal to serve as financial advisors. Clyde Hamstreet is founder and principal of Hamstreet & Associates, a Portland-based, nationally recognized turnaround firm that is leading the effort to provide quality care, preserve value, and help Sunwest meet its obligations to creditors and investors. Michael Grassmueck is the founder and principal of Grassmueck Group, a national firm that specializes in fiduciary and insolvency services, which is based in Portland, Ore. He has served as a trustee in bankruptcy and as fiduciary in the state and federal courts in thousands of cases for more than 25 years. In March 2009, U.S. District Judge Michael Hogan appointed Michael Grassmueck as receiver after the Securities and Exchange Commission filed suit against Sunwest and former CEO Jon Harder, alleging securities fraud. The Company engaged Clyde Hamstreet as chief restructuring officer in late November 2008 to serve as CRO, an appointment continued in March by the U.S. District Court after the SEC lawsuit was filed. Sunwest Management has put 10 assisted living centers -- two in Oregon -- into Chapter 11 bankruptcy. Briarwood Retirement and Assisted Living Community LLC, which owns a retirement center in Springfield, and Century Fields Retirement and Assisted Living Community LLC, which owns a center in Lebanon, filed for Chapter 11 on Aug. 19, 2008. On Aug. 17, 2008, eight Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection from creditors in Tennessee. TAMARACK RESORT: Credit Suisse Faces $24-Bil. Class Suit -------------------------------------------------------- According to various reports, Credit Suisse and the real estate firm Cushman & Wakefield are facing a $24 billion lawsuit filed by property owners who allege that the Swiss bank schemed to defraud investors in several resort communities. The plaintiffs allege Credit Suisse and Cushman & Wakefield deliberately engineered the failure of at least four major resort projects as part of a scheme to take over the properties. According to the reports, the proposed class-action lawsuit was filed Sunday before the U.S. District Court for the District of Idaho. The initial plaintiffs are: -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone Club property owner, and -- L. J. Gibson, an individual who bought property at Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and Gin Sur Mer in the Bahamas. NewWest.Net says the lawsuit alleges a host of illegal acts by Credit Suisse and Cushman & Wakefield, including violations of the Racketeer Influenced and Corrupt Organizations Act, fraud, negligence and breach of fiduciary duty. According to the Associated Press, Messrs. Gibson and Blixseth in their lawsuit described a complex conspiracy dubbed "Loan to Own": First, they said, the money for the resort loans came from a separate fraudulent scheme to help Iranian banks dodge U.S. economic sanctions. That practice ended last month with Credit Suisse agreeing to pay $536 million to settle a U.S. Justice Department inquiry and to admit to violating U.S. economic sanctions by hiding the booming Iranian business. The Plaintiffs also argue that Credit Suisse in 2005 used profits from the scheme to finance a predatory-lending plot, opening a branch in the Cayman Islands and marketing loans to high-end developers. The Plaintiffs contend opening the Cayman Islands branch allowed Credit Suisse to skirt U.S. real-estate appraisal laws. Instead of using appraisal methods accepted in the U.S., the property owners contend, Credit Suisse worked with Cushman & Wakefield to develop a type of appraisal that would grossly inflate the values of the resorts. According to various reports, Duncan King, a spokesman for Credit Suisse, said the lawsuit is without merit and the bank will fight the claims. Dwayne Doherty, a spokesman for Cushman & Wakefield, said the allegations "are completely without merit, and we will defend ourselves vigorously." Michael Flynn, Esq., is the lead attorney in the lawsuit, according to NewWest.Net. About Lake at Las Vegas 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., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. About Yellowstone Club Located near Big Sky, Montana, Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Mountain Club LLC and its affiliates filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC, represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. TARO PHARMACEUTICAL: Shareholders Disapprove Levitt's Control ------------------------------------------------------------- Sun Pharmaceutical Industries Ltd disclosed that based on the count of votes at Taro Pharmaceutical Industries Ltd.'s (Taro) (Pink Sheets: TAROF) annual general meeting, Taro's minority shareholders sent a strong message of disapproval to Barrie Levitt and his continuing control of Taro. Shareholders voted decisively against the election of Taro's external director nominees. In addition, 78% of Taro's minority shareholders, i.e. those not affiliated with the Levitts or Sun, voted against the continued service of the Levitt slate of directors. A similar number voted against the board's indemnification proposals. "Taro's shareholders have spoken, clearly and loudly. Taro equity shareholders holding more than two-thirds of its equity want to remove the Levitts and their associates from the board. Ironically, it is these same directors who claim to be protecting minority shareholder interests. It is abundantly clear to the shareholders that the Levitts and Taro directors have misappropriated the minority shareholder protection argument to justify all their illegal actions. With such an unambiguous rejection by minority shareholders, the Levitts and Taro directors now have lost this only crutch," said Dilip Shanghvi, Chairman and Managing Director of Sun Pharmaceuticals. Despite the clear message from Taro's shareholders, the Levitt family will unfortunately remain in control of Taro, for the time being. This is due to Taro's skewed capital structure, which gives the Levitt family a special class of non-equity shares holding 33 1/3% of the company's voting power. They also used these special non-equity shares to pass a resolution rewarding Taro's independent directors with widely expanded indemnification protection. It is these same directors who have not produced reliable financial statements since 2003 and have permitted the Levitts unhindered use of Taro resources for their narrow personal gains. Mr. Shanghvi continued, "It is time that the Levitts, who own a mere 12% of Taro's equity, hear the voice of the minority shareholders, in whose interest they claim to be working, and stop relying on their special founder shares to decide who will manage Taro. After watching Taro reach the brink of bankruptcy, seeing their shares delisted from trading, hearing endless false promises about receiving audited financial statements, and witnessing an unchecked drain of company resources, the shareholders have clearly had enough. A board of directors that cannot produce reliable audited financial statements for almost seven years simply should not remain in office." The Levitt family has a signed contractual obligation to sell its shares to Sun at a pre-defined price. In line with this, Sun opted to buy the Levitt family shares in June 2008. However, the Levitts, with full support of the Taro directors, have prevented the close of this transaction through improper use of Taro resources. Taro directors initiated legal actions, at the company's expense, in order to protect the Levitt family from having to comply with its obligations. The Tel Aviv District Court ruled in favor of Sun in August 2008, and offered harsh criticism of the conduct of Taro's directors (the same directors who were re-elected and rewarded today by the Levitt family). Taro and its directors, under the pretext of protecting the same minority shareholders who have conclusively rejected them, appealed to the Supreme Court, a decision that is awaited. TAYLOR ANGELOS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Taylor Angelos aka Darlene Angelos aka Darlene Henry PO Box 1202 Topanga, CA 90290 Bankruptcy Case No.: 09-27618 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Philip D. Dapeer, Esq. 2625 Townsgate Rd., Ste 330 Westlake Village, CA 91361 Tel: (323) 954-9144 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 $1,158,384 and total debts of $1,715,880. A full-text copy of the Debtor's petition, including a list of its 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-27618.pdf The petition was signed by Taylor Angelos. TEKNI-PLEX: HSBC Bank USA Relaxes Financial Report Requirement -------------------------------------------------------------- Tekni-Plex, Inc., reports that on December 8, 2009, the Company, the guarantors party thereto and HSBC Bank USA, National Association, as trustee, entered into: (i) a Third Supplemental Indenture to the Indenture dated as of June 10, 2005, by and among the Company, each of the guarantors party thereto and the Trustee, pursuant to which the 10-7/8% Senior Secured Notes due 2012 were issued, and (ii) a Third Supplemental Indenture to the Indenture dated as of November 21, 2003, by and among the Company, each of the guarantors party thereto and the Trustee, pursuant to which the 8-3/4% Senior Secured Notes due 2013 were issued to amend the reporting covenant in the Indentures. The Supplemental Indentures permit the Company to post its Annual and Quarterly Reports on its Web site rather than file such reports on Forms 10-K and 10-Q, respectively, with the Securities and Exchange Commission and to exclude from such reports financial information for periods ending June 30, 2007 or earlier and the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002. The Indentures previously required the Company to file reports with the SEC. The Company does not have an obligation to file SEC reports other than pursuant to the Indentures. As a result, the Company will not file reports with the SEC unless and until it is required by law or regulation to do so. As required by the Indentures, as amended, the Company will make the information called for by the Indentures available through the Trustee under the Indentures and the Company's website. Also on December 8, 2009, the Company, the guarantors party thereto and the Trustee entered into: (i) a Waiver under the 2012 Indenture, and (ii) a Waiver under the 2013 Indenture to waive compliance with certain provisions of the mortgages securing the Notes. As previously announced by the Company, and in conjunction with its ongoing efforts to improve business performance across the organization, the Company ceased operations at its specialty resins facility in Burlington, New Jersey. The waivers permit the Company to take certain additional actions relating to the Burlington facility to, among other things, reduce carrying costs, including, without limitation, the dismantling and sale of equipment and building systems, the closure and demolition of the waste water treatment center, the demolition of all or part of all the buildings, structures and improvements on the property and such other activities relating to the foregoing as the Company deems necessary, appropriate or desirable. About Tekni-Plex Tekni-Plex, Inc. -- http://www.tekni-plex.com/-- is a global, diversified manufacturer of packaging, packaging products and materials, as well as tubing products. The Company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products. The Company has operations in the United States, Europe, China, Argentina and Canada. Tekni-Plex has not filed financial reports in 2009. On June 27, 2008, Tekni-Plex said it had initiated an internal investigation regarding the Company's financial records. * * * As reported by the Troubled Company Reporter on April 6, 2009, Moody's Investors Service withdrew the ratings for Tekni-Plex due to a lack of sufficient information to assess the creditworthiness of the company. The Company is a voluntary filer and has obtained waivers from its lenders allowing it until December 31, 2009, to file the required statements. Although the Company has successfully restructured and reduced its debt and secured financing to continue operating, the lack of published financial data leaves insufficient information to assess effectively the creditworthiness of the issuer, Moody's said. The Company has also declined to provide any information to Moody's to facilitate the continuation of ratings coverage. These ratings were withdrawn: -- $150 million 10.87% sr. secured notes due 2012, Caa1 (LGD2, 16%) -- $275 million 12-3/4% sr. subordinated notes due 2010, C (LGD5, 85%) -- $40 million 12-3/4% sr. subordinated notes due 2010, C (LGD5, 85%) -- $275 million 8.75% sr. secured second lien notes due 2013, Caa3 (LGD3, 46%) -- Caa3 Corporate Family Rating -- Caa3/LD Probability of Default Rating TH PROPERTIES: State Rep. Reichley Wants Court to Take Action ------------------------------------------------------------- Patrick Lester at The Morning Call reports that State Representative Dough Reichley in behalf of TH Properties home buyer and homeowners asked a U.S. Bankruptcy Court to take whatever actions it can to move along the company's case, and facilitate the return of $15,000 that one homeowner desposited for a home that was not built. A hearing is set for Jan. 12, 2010, to consider Mr. Reichley's request. Philadelphia-based T.H. Properties, L.P., has 12 working developments in Pennsylvania and New Jersey. Timothy Hendricks and his brother Todd started the firm in 1992. T.H. Properties and its affiliates filed for Chapter 11 bankruptcy protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201). Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads LLP represent the Debtors in their restructuring efforts. The Debtors listed assets between $100 million and $500,000,000, and debts between $10 million and $50 million. TRC NUTRITIONAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: TRC Nutritional Labs, Inc. 12320 E. Skelly Drive Tulsa, OK 74128 Bankruptcy Case No.: 09-14113 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court Northern District of Oklahoma (Tulsa) Judge: Dana L. Rasure Debtor's Counsel: Mark A. Craige, Esq. MorrelSaffaCraige, PC 3501 S. Yale Tulsa, OK 74135 Tel: (918) 664-0800 Fax: (918) 663-1383 Email: mark@law-office.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 $9,769,139 and total debts of $5,787,541. 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/oknb09-14113.pdf The petition was signed by Elmer G. Heinrich, president of the Company. TRONOX INC: Huntsman Withdraws Motion to Force Sale Deal -------------------------------------------------------- Huntsman Pigments LLC, Huntsman Australia R&D, and Huntsman Corporation withdrew, without prejudice, their motion for an order directing compliance with the bidding procedures and asset and equity purchase agreement. Huntsman, according to Bloomberg News, has agreed in August 2009 to pay $415 million for some assets of Tronox Inc. An auction had been set for December 21 to seek higher bids. "They have a consolation prize," Bloomberg quoted Judge Gropper in court on December 22. "They got a very large breakup fee." The acquisition agreement provides Huntsman with a $12.5 million breakup fee and as much as $3 million in reimbursed expenses if Tronox cancels the deal and pursues its own reorganization. Prior to the withdrawal of the Motion, the Debtors said that Huntsman is understandably disappointed by their decision. However, the Debtors aver, the AEPA does not grant Huntsman the right to compel a different result. Instead, the AEPA provides Huntsman with the right to receive a break-up fee and expense reimbursement in the event that the Debtors choose not to consummate a sale. The Debtors intend to pay Huntsman those amounts promptly upon the Court's approval of the relief sought in the Replacement DIP Motion. Importantly, the Debtors added, their key stakeholders support the payment of these amounts and, in fact, specifically requested that the Debtors cancel the auction and terminate the AEPA. The Official Committee of Unsecured Creditors said it supports the statement raised by the Debtors. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Secured Lenders Want Panel Fraud Suit Dismissed ----------------------------------------------------------- The current and former prepetition secured creditors of Tronox Inc. and its units ask the Court to dismiss the Adversary Complaint filed by the Official Committee of Unsecured Creditors against them. The adversary proceeding arises out of the alleged fraudulent scheme that gives rise to the adversary complaint commenced by certain of the Debtors against Anadarko Petroleum Corporation and New Kerr-McGee. The Committee's counsel, David J. Mark, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, relates that Old Kerr-McGee created massive actual and contingent liabilities during its more than 70-year history, which liabilities were then dumped on the Debtors so that New Kerr-McGee's senior executives could obtain windfall profits during a wave of lucrative consolidation in the oil and gas industry. In the process, however, New Kerr-McGee left the Debtors grossly undercapitalized and without sufficient assets to pay their existing debts and loaded down Tronox Incorporated with additional debt thereby setting the Debtors on a path to an inevitable bankruptcy. Counsel to the secured lenders, Michael A. Paskin, Esq., at Cravath, Swaine & Moore LLP, in New, York, however, counters that the Creditors' Committee's Complaint is nothing more than a collection of conclusions and implausible allegations that fail to set forth a legally cognizable claim against the Prepetition Lenders. The entire case against the Prepetition Lenders is based on the conclusory statement that "[o]n information and belief, certain of the Pre-Petition Lenders had knowledge of [New Kerr- McGee's] fraudulent scheme," Mr. Paskin argues. According to Mr. Paskin, despite several extensions of its time to file this adversary proceeding and months of investigation resulting in hundreds of thousands of dollars of legal fees the Complaint provides no specifics or detail regarding Prepetition Lenders' purported knowledge of the alleged fraud. The fact that the Creditors' Committee supposedly conducted an extensive investigation before filing its claims and still cannot allege any facts that so much as suggest any wrongful conduct by the Defendants only highlights the Complaint's deficiency. Indeed, the Committee's Complaint is little more than a regurgitation of the exact same allegations contained in the adversary complaint filed by Tronox Incorporated against its former parent New Kerr-McGee and Anadarko Petroleum Corporation. The Prepetition Lenders further submitted a memorandum of law asserting that the Creditors Committee's opposition all but concedes the Prepetition Lenders' principal arguments and reinforces that the adversary proceeding should be dismissed with prejudice. Specifically: (a) The Creditors Committee does not dispute that it has failed to "expressly challenge" the stipulation in the Court's DIP Order that all claims against the Tronox Prepetition Lenders have been released; (b) The Creditors Committee does not dispute that it has failed to allege any specific facts to support an inference that any Prepetition Lender had any knowledge of Kerr-McGee's purportedly fraudulent scheme; (c) The Creditors Committee does not dispute that it has failed to allege any specific facts indicating that any Defendant engaged in any inequitable conduct; and (d) The Creditors Committee concedes that it uncovered no evidence of any misconduct by any Prepetition Lender -- or that it failed to investigate the issue -- during the "challenge period" that preceded the filing of the adversary proceeding. Laura R. Hall, Esq., at Cravath, Swaine & Moore LLP, in New York, filed declarations in support of the Motion. UBS A.G. supports the Prepetition Lenders' Motion to dismiss the Complaint. Hearing Adjourned The Court adjourns the hearing, scheduled for January 12, 2010, on the motion to dismiss the Adversary Complaint and the pre- trial conference with respect to the adversary proceedings Official Committee of Unsecured Creditors of Tronox Incorporated, et al. v. Credit Suisse, et al.,now consolidated with Tronox Incorporated, et al. v. Anadarko Petroleum Corporation, et al. The Court did not state as to when the hearing of those matters will resume. Parties Stipulate The Creditors' Committee and certain defendants to the Complaint -- current and former lenders under the November 28, 2005 Credit Agreement -- entered into a stipulation, which was approved by the Court, dismissing the Adversary Complaint filed by the Creditors' Committee as to: (a) Credit Suisse Switzerland but not as to Credit Suisse, Cayman Islands Branch; and (b) Newedge Financial Inc. Credit Suisse Cayman represents that Credit Suisse Cayman is the only Credit Suisse entity that (i) is a signatory of the Credit Agreement, (ii) is a current or former lender under the Credit Agreement, and (iii) has ever served, and currently serves, as Agent under the Credit Agreement. Newedge Financial Inc. was not a Prepetition Lender, was not involved in the Complaint and had no authority to and did not engage in the business of providing bank lending facilities to its customers. On those bases, the Creditors' Committee agrees that the Adversary Complaint will be dismissed as to Newedge Financial Inc. but not as to any other Defendant. The parties also ask the Court to approve the stipulation dismissing the Adversary Complaint filed by the Creditors' Committee as to Wave CBNA Loan Funding. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: U.S. Trustee Appoints Equity Committee -------------------------------------------------- Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code, Diana G. Adams, the United States Trustee for Region 2, appointed seven members to the official committee of equity security holders in the Chapter 11 cases of Tronox Inc. and its debtor affiliates on December 29, 2009. The Equity Committee members are: (a) Strategic Value Master Fund, Ltd. c/o Strategic Value Partners 100 West Putnam Avenue Greenwich, Connecticut 06830 Attention: Alan J. Carr Tel. No. (203) 618-3576 (b) Kwok S. Wong 25-16 Murray Street Flushing, New York 11354 Tel. No. (718) 539-5914 (c) Canyon Capital Advisors 2000 Avenue of the Stars 11th Floor Los Angeles, California 90067 Attention: Raj V. Iyer Tel. No. (310) 272-1140 (d) Chemtura Corporation Employee Savings Plan Fiduciary Counselors Inc. 700 12th Street, NW Suite 700 Washington, D.C. 20005 Attention: Laura Rosenberg, Senior Vice President Tel. No. (202) 558-5135 (e) Michael Flynn 2181 Fox Chase Lawrenceville, Georgia 30043 Tel. No. (770) 318-4771 (f) Pete Esmet 422 E. 8th Avenue Conshohocken, Pennsylvania 19428 Tel. No. (856) 371-6118 (g) R.B. Huntly and O. M. Huntly 2605-55 Charles Street, W Toronto, Ontario M5S2W9, Canada Tel. No. (416) 929-2002 About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: Icahn Pumps $125 Million for Trump's Casinos ----------------------------------------------------------------- The Associated Press, citing papers filed with the U.S. Bankruptcy Court, says Carl Icahn committed another $125 million into his initial offer to acquire three properties of Trump Entertainment Resorts Inc. including Trump Plaza Hotel and Casino, Trump Taj Mahal Casino Resort and Trump Marina Hotel Casino. Mr. Icahn, The AP notes, will provide $45 million in immediate, short-term financing and guarantee $80 million to the Company if he does not raise a projected $225 million from another investors through a right offering. The Company's bondholders offered $225 million for the casinos and proposes to give Donald Trump a 10% stake in the reorganized company. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. Garden City Group is the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels' obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. TRUMP ENTERTAINMENT: Confirmation Hearing to Begin February 16 -------------------------------------------------------------- Daily Bankruptcy Review last week reported that Judge Judith Wizmur of the U.S. Bankruptcy Court for the District of New Jersey authorized the start of voting on competing Chapter 11 plans for Trump Entertainment Resorts Inc. Judge Wizmur scheduled hearings starting February 16, 2010, on confirmation of one or the other of the competing Chapter 11 plans. DBR noted Carl Icahn emerged as a contender for the Trump casinos in December when he bought secured debt from Beal Bank and proposed a plan to take the Debtors out of bankruptcy. DBR also noted Donald Trump has backing from bondholders owed $1.25 billion and from the company itself for a competing plan, which would be funded by a $225 million rights offering. DBR said Judge Wizmur allowed Mr. Trump, the Debtors' bondholders and the Company to add new language to their plan to respond to what bondholder attorney Kristopher Hansen, Esq., at Stroock and Stroock and Lavan, said was "hyperbole" in the version of the Icahn plan. DBR reported Mr. Icahn on December 29 offered to make a $45 million loan to the company upon confirmation of his Chapter 11 plan for is confirmed. The $45 million short-term financing is designed to convert to equity if an effort to raise more cash for the Debtors falls through. DBR noted Mr. Icahn has offered to put $80 million cash into the company if the effort to raise money through a rights offering fails. DBR said Michael Walsh, Esq., at Weil, Gotshal & Manges, on behalf of the Debtors, pointed out the rights offering in the Icahn plan is bound to fall through, because most company bondholders have vowed to boycott it. A group representing 61% of Trump bondholders back the Donald Trump plan. They are pledged to spurn Mr. Icahn's rights offering and raise $225 million instead to fund their own plan. If the bondholders' plan is confirmed, investors owed $1.25 billion will get most of the company, while Donald Trump and daughter Ivanka get a 5% to 10% slice. The Trump plan gives most of the company to bondholders led by hedge fund Avenue Capital Management. If Mr. Icahn wins, he gets the three-casino company in exchange for the secured debt stake he bought from Trump's former ally and lender, Beal Bank. Regulators' Nod DBR said the winner of the bankruptcy court fight still needs the blessing of the New Jersey Casino Control Commission. According to DBR, Mr. Icahn said the bondholders who are backing Donald Trump are "unlikely to obtain" regulatory approvals. According to Icahn, the fatal flaw in the bondholders' plan is an insistence by Avenue Capital Management that its investors be exempt from qualification as financial sources. DBR said the bondholders argue Mr. Icahn "faces substantial regulatory risks" because he is already taking over the Tropicana Atlantic City Resort & Casino, and adding the three Trump casinos will give him too much power over the boardwalk gambling scene. The DBR also said Mr. Icahn has pledged to pay a $50 million penalty if his Chapter 11 plan wins the confirmation contest but fails to clear regulatory hurdles within nine months. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. Garden City Group is the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels' obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. UNITED AIR: Moody's Assigns 'B3' Rating on $500 Mil. Notes ---------------------------------------------------------- Moody's Investors Service assigned a B3 rating to the planned private offering of $500 million first lien senior secured notes due July 2013 of United Air Lines, Inc. Moody's is maintaining all of its other ratings of United and of its parent, UAL Corporation. The outlook is negative. The proceeds of the Notes will be used for general corporate purposes, including upcoming debt maturities. United's obligations under the Notes will be guaranteed on a senior unsecured basis by UAL and UAL's subsidiaries that are guarantors or direct obligors under its senior secured credit facility. The obligations under the Notes' indenture will be secured by a first priority lien in United's routes between Japan and the United States and beyond Japan to other countries, including United's Fifth Freedom Rights to carry local traffic between Japan and other countries (United currently serves Seoul, Bangkok, Singapore and Taipei from Tokyo's Narita Airport). The collateral pool includes the routes, takeoff and landing slots and airport gate leaseholds related to serving these routes. Moody's applied its Loss Given Default rating methodology when assigning the ratings to the Notes. As first lien secured debt obligations comprise an overwhelming majority of the LGD waterfall of UAL, this priority of claim (including the Notes) receives only a one-notch uplift above the Caa1 corporate family rating under the LGD methodology. Moody's did not model a deficiency claim on the Notes as it believes the disposition of the collateral pool would cover the Notes obligations with sufficient cushion, notwithstanding that there would be only a handful of potential purchasers in the event the routes were to be marketed. This is because the bilateral agreements between Japan and the U.S. require that United's routes can only be operated by U.S. carriers. Moody's believe that notwithstanding the recent "Open Skies" agreement between the U.S. and Japan, the routes should still retain a value in excess of $500 million because Narita is an important gateway to Asia and is likely to remain a slot constrained airport, notwithstanding upcoming capacity cuts by Japan Airlines International Co., Ltd. (Caa1, rating on review for possible downgrade). The last rating action was on November 16, 2009, when Moody's assigned ratings to United's Series 2009-2 Enhanced Equipment Trust Certificates. Assignments: Issuer: United Air Lines, Inc. -- Senior Secured Regular Bond/Debenture, Assigned B3, LGD3, 34% United Air Lines, Inc., and its parent UAL Corporation are based in Chicago, Illinois. United is one of the largest passenger airlines in the world. UOMO MEDIA: Posts $82,358 Net Loss in October 31 Quarter -------------------------------------------------------- Uomo Media Inc. reported a net loss of $82,358 on revenue of $360,087 for the three months ended October 31, 2009, compared with a net loss of $113,101 on revenue of $152,849 for the same period ended October 31, 2008. For the six months ended October 31, 2009, revenue was $611,237 and net loss was $182,130, compared to revenue of $468,074 and net loss of $217,270 for the same period ended October 31, 2008. Balance Sheet At October 31, 2009, the Company reported total assets of $1,109,482 and total liabilities of $1,809,393, resulting in a $699,911 shareholders' deficit. The Company's interim consolidated balance sheets at October 31, 2009, also showed strained liquidity with $409,693 in total current assets available to pay $1,360,245 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?4cd9 Going Concern Doubt The Company has reported net losses of $182,130 and $217,270 for the six months ended October 31, 2009, and 2008, respectively and has an accumulated deficit of $1,249,139 and stockholders' deficiency of $699,911 as at October 31, 2009. "Our continued operations are contingent on our ability to raise additional capital and obtain financing and success in future operations. If we do not acquire sufficient additional funding or alternative sources of capital to meet our working capital, we may have to substantially curtail our operations and business plan. If we do not achieve sufficient revenues to meet our future obligations, we intend to seek sufficient financial resources by issuing shares of common stock, borrowing cash from a bank or one of our directors, or a combination of these activities. We may be unable to obtain additional financing using any of these methods. These conditions raise substantial doubt about our ability to continue as a going concern." About Uomo Media Based in Toronto, Canada, Uomo Media Inc. (OTC BB: UOMO) -- through its subsidiaries, provides music publishing, digital music and video, recorded music and production, and talent management services. VERIFONE HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating --------------------------------------------------------------- Moody's affirmed VeriFone's corporate family rating at B1 and revised the rating outlook to stable from negative. The rating outlook change reflects Moody's views that the company will be able to stem the decline in its revenues and show modest growth, while maintaining its EBITDA margins and strong free cash flow generation. Verifone has demonstrated modest sequential revenue growth, while improving profitability and EBITDA over the last few of quarters, such that its debt leverage has reduced to 4.4x as of fiscal year ended October 31, 2009, from 5.6x for FY 2008. In addition, the company has improved its liquidity profile and has a cash balance of $325 million as of October 31, 2009. The affirmation of VeriFone's B1 CFR also recognizes the remediation of three of the four material weaknesses identified during the restatement process. Currently, there are initiatives underway to remediate the remaining material weakness. VeriFone's B1 CFR reflects the company's leadership position in the POS electronic payment device market, PCI security compliance mandates by credit card processors, which are expected to drive existing device upgrades for U.S. merchants, good geographic and end-market diversification with relatively strong growth in emerging markets (albeit at lower margins), and expanded product mix. The B1 rating also derives support from the company's strong liquidity position. Furthermore, VeriFone is also well positioned to benefit from the overall secular shift from traditional paper- based transactions to electronic-based payment solutions in addition to the need for improved security standards. VeriFone's B1 CFR is constrained by the company's moderately high financial leverage, increased competitive landscape as a result of industry consolidation, and shareholder litigation overhang from its accounting restatement. VeriFone's stable rating outlook reflects Moody's expectation that the company will be able to stem its revenue declines through strong growth in international markets, petroleum business, retail banking solution and taxi business, while maintaining its profitability, significant free cash flow, strong liquidity and leading market share. This rating was affirmed: * Corporate Family Rating -- B1 * Probability of Default Rating -- B1 These LGD point estimates were changed: * $40 million senior secured revolving credit facility due 2012 to Ba2 (LGD2, 21%) from Ba2 (LGD2, 22%) * $226 million senior secured term loan due 2013 to Ba2 (LGD2, 21%) from Ba2 (LGD2, 22%) The rating outlook is stable. The last rating action was on November 18, 2008, when Moody's confirmed VeriFone's corporate family rating at B1 and revised the outlook to negative. Simultaneously, Moody's raised VeriFone's senior secured debt ratings to Ba2 from B1 and raised the probability of default rating to B1 from B2 due to a change in the company's capital mix. Headquartered in San Jose, California, VeriFone is a global market leader in the development and marketing of secure POS electronic payment solutions. The company offers a variety of POS electronic payment devices that run proprietary or third-party operating systems, security and encryption software, which are used to process a wide variety of payment types including signature and PIN entry debit cards, credit cards, contactless cards, and electronic bill payments. VeriFone's payment systems are available in different wireline and wireless configurations and are marketed to various financial, retail, hospitality, petroleum, transportation, government and healthcare vertical markets. Revenues and EBITDA (Moody's adjusted) for the twelve months ended October 31, 2009, were $845 million and $130 million, respectively. VILLAGE HOMES: Two Homebuilders to Acquire Assets for $21.9 Mil. ---------------------------------------------------------------- Margaret Jackson at denverpost.com reports that Homebuilder Capital Solutions, unit of Colorado & Santa Fe Real Estate, and Lowe Enterprises teamed up to acquire Village Homes' assets including 57 homes and 950 lots for $21.9 million. Ms. Jackson notes Homebuilder Capital provided the majority of the financing for the deal while Lowe will be the managing operating partner. Headquartered in Greenwood Village, Colorado, Village Homes of Colorado Inc. develops and builds residential communities. The Debtor filed for bankruptcy on November 6, 2008 (Bankr. D. Colo. Case No. 08-27714). The Hon. A. Bruce Campbell presides over the case. Garry R. Appel, Esq., at Appel Lucas, in Denver, Colorado, acts as the Debtor's bankruptcy counsel. When it filed for bankruptcy, the Debtor reported $103,898,087 in total assets, and $138,414,003 in total debts. VION PHARMACEUTICALS: Discloses FDA Conclusion ---------------------------------------------- Vion Pharmaceuticals Inc. disclosed that the U.S. Food and Drug Administration 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 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 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 ("AML") 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. On December 17, 2009, Vion filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court in the District of Delaware. Vion has retained the services of Roth Capital Partners, LLC to assist with the sale of the Company and/or its key assets during the Chapter 11 proceeding. VISTA RIDGE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Vista Ridge Development, LLC dba Chartered Homes of Colorado 1927 Windemere Lane Erie, CO 80516 Bankruptcy Case No.: 09-37789 Chapter 11 Petition Date: December 30, 2009 Court: United States Bankruptcy Court District of Colorado (Denver) Debtor's Counsel: Garry R. Appel, Esq. 1917 Market St., Ste. A Denver, CO 80202 Tel: (303) 297-9800 Email: appelg@appellucas.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 $5,046,339 and total debts of $6,786,430. 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/cob09-37789.pdf The petition was signed by Ward Ritter, manager of the Company. VISTEON CORP: Court Directs Fee Examiner in Chapter 11 Cases ------------------------------------------------------------ Bankruptcy Judge Christopher Sontchi for the District of Delaware opined that the appointment of a fee examiner is necessary and appropriate in the bankruptcy cases of Visteon Corporation and its debtor affiliates. The Court acknowledged that the size and complexity of the Debtors' cases will result in the filing of numerous and lengthy professional fee applications. In this regard, the Court held that that the appointment of a fee examiner, pursuant to Rule 9017 of the Federal Rules of Bankruptcy Procedure, Rule 106 of the Federal Rules of Evidence and Rule 2016-2 (j) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, is in the best interests of the Debtors, estates, their creditors and all parties-in-interest. Judge Sontchi has directed the Debtors and the Official Committee of Unsecured Creditors to confer regarding the appointment of a fee examiner and the establishment of related procedures concerning the fee examiner's review of professional fee applications in these Chapter 11 cases. "No interim or final fee applications [will] be considered by the Court prior to the review by the fee examiner and the submission of a report to the Court," Judge Sontchi ruled. The Court ordered the Debtors, with the consent of the Creditors Committee, to submit by later than March 3, 2010, a proposed order regarding the fee examiner appointment and the establishment of related review procedures. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Unsec. Creditors Also Want to Probe Hyundai-Kia ------------------------------------------------------------- To recall, the Official Committee of Unsecured Creditors in Visteon Corp.'s cases is asking the Bankruptcy Court for authority to promptly begin discovery of Visteon in connection with its proposed reorganization plan. The Committee says it now feels confident that Visteon's proposed reorganization plan, which contemplates a wipe out of unsecured creditors, "ultimately will not be confirmed." The Creditors Committee is now also seeking leave from the Court to conduct discovery on Hyundai-Kia Automotive Group. The Committee specifically asked the Court to allow them to serve subpoenas to Hyundai-Kia to compel: (a) the production of certain documents and information, a complete list of which is available for free at: http://bankrupt.com/misc/Visteon_HyundaiKiaRequestedInfo.pdf (b) the depositions of Hyundai-Kia on these topics: -- Hyundai-Kia's relationship with Halla Korea; -- dividends and leverage policies for Halla Korea; -- Hyunda-Kia's business practices and restrictions with regard to leverage and dividend policies for its major suppliers; and -- Visteon's Plan, including discussions with Visteon regarding cash repatriation and dividends from Halla Korea. According to Mr. Stark, the requested Discovery pertaining to Hyundai-Kia aims to investigate, by documents and deposition testimony, whether and to what extent Hyundai-Kia seeks to exert influence over Halla Korea's leverage, dividend policy, and any sale of Halla Korea's equity. The documents and information sought are relevant to the investigation of the acts, conduct, property, liabilities and financial condition of the Debtors, the Committee insists. Moreover, the Committee requires the Information to properly evaluate the Debtors' assumptions in the Plan regarding debt capacity, Mr. Stark explains. The Court will convene a hearing to consider the Committee's requests on January 21, 2009. Objections, if any, must be filed by January 14. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Wants to Reject Siemens Equipment Lease Pact ---------------------------------------------------------- Visteon Corp. and Siemens Financial Services, Inc., are parties to a Master Equipment Lease Agreement dated August 31, 2004, and certain related schedules, which include (i) Leasing Schedule Nos. 1 and 2 dated September 15, 2004, (ii) Leasing Schedule No. 3 dated October 29, 2004, (iii) Leasing Schedule No. 4 dated November 15, 2004, (iv) Leasing Schedule No. 5 dated November 30, 2004, and (v) Leasing Schedule No. 6, under which the Debtors lease from Siemens certain office furniture and fixtures. The Property leased by the Debtors is comprised of the workstations and free-standing cubicles that provide open-plan office space for Visteon employees throughout Visteon's office complex that are necessary for the Debtors' operations. The Lease, which will expire in 2011, requires a monthly payment of $194,000, for which the Debtors have not paid since the Petition Date. The aggregate amount of payments remaining under the Lease, including missed payments since the Petition Date, equal $5.4 million, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court. "Replacing the Property would be prohibitively expensive, likely costing in excess of $5 million, as well as disruptive to Visteon's business, hindering Visteon's reorganization efforts," Ms. Jones notes. Accordingly, the Debtors and Siemens have reached an agreement under which Siemens will sell, and the Debtors will purchase the Property, for $2.5 million pursuant to Section 363(b)(1) of the Bankruptcy Code. The Settlement Agreement also provides for Siemens' waiver and release of all prepetition, administrative expense and lease rejection claims and the Debtors' waiver and release of any claims they may have against Siemens relating to the Lease, including avoidance actions under Chapter 5 of the Bankruptcy Code. Ms. Jones specifies that the Debtors paid three monthly Lease payments, totaling $387,000, to Siemens within the 90-day period prior to the Petition Date. Hence, Siemens may have sufficient defenses to greatly reduce or eliminate potential recovery on any avoidance actions. Through the rejection of the Lease and purchase of the Property, the Debtors will own the Property rather than lease, Ms. Jones points out. This will allow the Debtors, she notes, to retain the Property beyond the expiration of the Lease. Moreover, as a result, the Debtors will save approximately $2.9 million and avoid the disruption and prohibitive costs of replacing the Property, Ms. Jones avers. Siemens's waiver constitutes release of all claims against the Debtors, including significant administrative claims and lease rejection claims. "The $2.9 million savings [that the Debtors] will realize from this transaction more than compensates for its release of potential avoidance actions," Ms. Jones asserts. "The transaction avoids the costs associated with litigation and represents a reasonable compromise." Judge Sontchi will convene a hearing on January 21, 2010, to consider approval of the Sale. Objections, if any, must be filed on or before January 14, 2010. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon 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) WALKING COMPANY: Taps Kurtzman Carson as Claims & Noticing Agent ---------------------------------------------------------------- The Walking Company and its debtor-affiliates ask the U.S. Bankruptcy Court for the Central District of California for authority to employ Kurtzman Carson Consultants LLC as claims and noticing agent. KCC will, among other things: -- prepare and serve required notices in the Chapter 11 cases; -- maintain copies of all proofs of claim and proofs of interest filed in the case at a location other than where the originals are maintained; and -- implement necessary security measures to ensure the completeness and integrity of the claims register as approved by the Clerk of the Court. KCC received a $20,000 retainer as security for the Debtors' obligations. The hourly rates of KCC personnel are: Senior Managing Consultant $295 Senior Consultant $255 - $275 Consultant $165 - $245 Technology/Programming Consultant $145 - $195 Project Specialist $80 - $140 Clerical $45 - $65 Weekend, holidays and overtime Waived To the best of the Debtors' knowledge, KCC is a "disinterested person" as that term is defined in Section 101(14) of the bankruptcy Code. About The Walking Company Headquartered in Santa Barbara, California, The Walking Company -- dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors, Martini Shoes, and TWC Acquisition Corporation -- consists of two distinct retail operations, which are largely focused on TWC, which is a leading specialty retailer of comfort footwear, operating 210 stores in premium malls across the nation. The Walking Company filed for Chapter 11 bankruptcy protection on December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138). Its affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No. 09-15137). Andy Kong, Esq., at Arent Fox LLP assists the Debtors in their restructuring efforts. The Walking Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. WESTON RANCH DEVELOPMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Weston Ranch Development, LLC Po Box 31090 Mesa, AZ 85275 Bankruptcy Case No.: 09-33901 Chapter 11 Petition Date: December 31, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Randy Nussbaum, Esq. Nussbaum & Gillis, P.C. 14500 N. Northsight Blvd. - #116 Scottsdale, AZ 85260 Tel: (480) 609-0011 Fax: (480) 609-0016 Email: rnussbaum@nussbaumgillis.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Billy G. Johnson, manager of the Company. WHITEHALL JEWELERS: Has Until January 31 to Access Cash Collateral ------------------------------------------------------------------ The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized WJ Holdings Liquidating Company fka Whitehall Jewelers Holdings, Inc., et al., to: -- use their term lenders' cash collateral until January 31, 2010, in accordance with the budget; and -- make distribution to PWJ Lending II LLC, as agent for the term lenders, from cash on hand. A hearing on the Debtors' use of the cash collateral beyond January 31 will be held on January 20, 2010, at 4:00 p.m. The Debtors requested for an extension until March 31, 2010. The Debtors would use the cash collateral to fund their business postpetition. The Debtors also related that they are addressing their remaining wind-down issues, including the pursuit of the remaining assets, and the reconciliation of, objection to or settlement of claims asserted against their estates. The Debtors are in discussions with PWJ and the creditors committee with respect to the final resolution of the Debtors' estates and the ultimate disposition of the Debtors' cases. As reported in the Troubled Company Reporter on March 25, 2009, the Debtors related that the payment of the interim distribution to PWJ will not prejudice the Debtors since up to $15 million of PWJ's secured claims is entitled to priority in payment over allowed unsecured claims in accordance with the Global Settlement Agreement among the Debtors, the Debtors' pre- and postpetition lenders, the Committee of Unsecured Creditors, and various participating consignment vendors. The Global Settlement Agreement resolved fully and finally all disputes concerning, among other things, competing interests in the Debtors' consigned merchandise, well as certain other claims among the parties. Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings, Inc. -- http://www.whitehalljewellers.com/-- through its subsidiary, Whitehall Jewelers, Inc., operates as a specialty retailer of fine jewelry in the United States. It offers a selection of merchandise, including diamonds, gold, precious and semi-precious jewelry, and watches. As of June 23, 2008, it operated 373 stores in regional and super-regional shopping malls under the names Whitehall and Lundstrom. The Company and Whitehall Jewelers, Inc., filed for Chapter 11 relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261). Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the Debtors as bankruptcy counsel. James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP, represent the Debtors as Delaware counsel. Epiq Bankruptcy Solutions LLC is the claims, noticing and balloting agent. In its schedules, Whitehall Jewelers, Inc., listed total assets of $246,571,775 and total debts of $173,694,918. W.R. GRACE: Court Approves Stipulation With Solow on PD Claims -------------------------------------------------------------- The Bankruptcy Court approved a stipulation reached by W.R. Grace & Co. with Sheldon H. Solow, Solow Development Corporation, Solovieff Realty Corp., LLC and Solow Building Company, LLC, to settle the Solow Entities' Asbestos PD Claims for $35,000,000. 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 OKs Stipulation With Edwards Plaintiffs --------------------------------------------------------- The Bankruptcy Court approved a stipulation entered into between the Debtors and Aaron C. Edwards, James T. Beam, Edward E. Storey, John M. Thomas, and Sheila Martin, individually and as administratrix of the estate of Jessie J. Williamson, deceased, and as representative of wrongful death beneficiaries. The Stipulation relates to asbestos-related personal injuries lawsuit filed by the Edwards Plaintiffs against Pittsburg Corning Corp., W.R. Grace & Co., and other defendants in the 60th Judicial District of Jefferson County in Texas. The Settlement provides for, among other things, the allowance of Edwards Plaintiffs' claims against the Asbestos PI Trust, which will be considered liquidated as of the Petition Date and treated as Prepetition Liquidated Claims. 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) XERIUM TECHNOLOGIES: Board OKs $1.25MM Discretionary Bonus Pool --------------------------------------------------------------- Xerium Technologies, Inc., reports that on December 24, 2009, the Compensation Committee of the Company's Board of Directors approved an amendment to the terms of all performance-based restricted stock units of the Company outstanding on December 24, 2009. The amendment provides that upon completion of a successful debt restructuring of the Company, which will constitute a new performance criterion, such performance-based restricted stock units shall vest and settle in full. Also on December 24, 2009, the Compensation Committee approved the creation of a $1.25 million discretionary bonus pool, to be paid to the Company's employees on January 1, 2010 for performance rendered by employees in 2009. The discretionary bonus payments to the Company's principal executive officer, principal financial officer, and named executive officers who will receive the payments are: Name Position Discretionary Bonus ---- -------- ------------------- Stephen R. Light President, CEO $100,000 and Chairman David Maffucci CFO $100,000 Joan "John" Badrinas Ardevol Chief Technology $50,000 Officer David Pretty President - $75,000 Xerium North America Restructuring Term Sheet In mid-December, Xerium entered into Waiver and Amendment No. 2 to the Company's Amended and Restated Credit Guaranty Agreement, dated May 30, 2008, with Citicorp North America, Inc. as administrative agent, Citicorp North America, Inc. as collateral agent, and the lenders party thereto. One of the conditions set forth in the Waiver Agreement was that the Waiver Agreement could be terminated by the administrative agent, in its sole discretion, with five days business days' written notice, if a term sheet between the Company and the administrative agent for the restructuring of the Company's existing debt and equity were not executed by December 31, 2009. On December 22, 2009, in satisfaction of this condition, the Company and the administrative agent executed a term sheet with regard to the principal terms of a restructuring of the debt and equity of the Company. There can be no assurance that the Company will be able to obtain sufficient approval of its lenders necessary to implement the term sheet with or without bankruptcy court assistance. The Company will be in default under the Credit Agreement if it is unable to reach agreement with, and obtain sufficient approval from, certain of its lenders prior to the expiration of the waiver period on February 1, 2010, and it may not be able to obtain any further waiver of the defaults under the Credit Agreement if necessary. About Xerium Technologies Xerium Technologies, Inc., is a leading global manufacturer and supplier of two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. XERIUM TECHNOLOGIES: Executes Debt Restructuring Term Sheet ----------------------------------------------------------- Xerium Technologies, Inc., on December 14, 2009, announced that it had entered into Waiver and Amendment No. 2 to the Company's Amended and Restated Credit Guaranty Agreement, dated May 30, 2008, entered into by and among the Company, certain subsidiaries of the Company, Citicorp North America, Inc., as administrative agent, Citicorp North America, Inc., as collateral agent, and the lenders party thereto. One of the conditions set forth in the Waiver Agreement was that the Waiver Agreement could be terminated by the administrative agent, in its sole discretion, with five days business days' written notice, if a term sheet between the Company and the administrative agent for the restructuring of the Company's existing debt and equity were not executed by December 31, 2009. On December 22, 2009, in satisfaction of this condition, the Company and the administrative agent executed a term sheet with regard to the principal terms of a restructuring of the debt and equity of the Company. There can be no assurance that the Company will be able to obtain sufficient approval of its lenders necessary to implement the term sheet with or without bankruptcy court assistance. The Company will be in default under the Credit Agreement if it is unable to reach agreement with, and obtain sufficient approval from, certain of its lenders prior to the expiration of the waiver period on February 1, 2010, and it may not be able to obtain any further waiver of the defaults under the Credit Agreement if necessary. As reported by the Troubled Company Reporter on December 16, 2009, the extended waiver provides the lenders' forbearance over certain financial loan covenants for the third and fourth quarters of 2009 and any potential cross defaults with the interest rate hedges the Company has in place, subject to certain conditions. According to the TCR, the non-binding framework provides that (a) a significant amount of debt would be converted to equity in the Company, constituting substantially more than a majority of ownership of the Company, (b) existing shareholders would retain a meaningful minority equity ownership interest in the Company and (c) the Company would receive a new multi-million dollar term loan maturing in 2015 and a new revolving credit agreement. The precise equity ownership split between the lenders and the existing shareholders, as well as the amount of term and revolver debt, is subject to adjustment from the framework agreement targets, based upon a financial and cash flow forecast the Company is currently preparing. It is contemplated that Xerium would seek to maintain its public listing status on the NYSE throughout this process, though there is no assurance this will ultimately be possible. About Xerium Technologies Xerium Technologies, Inc., is a leading global manufacturer and supplier of two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. YELLOWSTONE CLUB: Credit Suisse Faces $24-Bil. Class Suit --------------------------------------------------------- According to various reports, Credit Suisse and the real estate firm Cushman & Wakefield are facing a $24 billion lawsuit filed by property owners who allege that the Swiss bank schemed to defraud investors in several resort communities. The plaintiffs allege Credit Suisse and Cushman & Wakefield deliberately engineered the failure of at least four major resort projects as part of a scheme to take over the properties. According to the reports, the proposed class-action lawsuit was filed Sunday before the U.S. District Court for the District of Idaho. The initial plaintiffs are: -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone Club property owner, and -- L. J. Gibson, an individual who bought property at Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and Gin Sur Mer in the Bahamas. NewWest.Net says the lawsuit alleges a host of illegal acts by Credit Suisse and Cushman & Wakefield, including violations of the Racketeer Influenced and Corrupt Organizations Act, fraud, negligence and breach of fiduciary duty. According to the Associated Press, Messrs. Gibson and Blixseth in their lawsuit described a complex conspiracy dubbed "Loan to Own": First, they said, the money for the resort loans came from a separate fraudulent scheme to help Iranian banks dodge U.S. economic sanctions. That practice ended last month with Credit Suisse agreeing to pay $536 million to settle a U.S. Justice Department inquiry and to admit to violating U.S. economic sanctions by hiding the booming Iranian business. The Plaintiffs also argue that Credit Suisse in 2005 used profits from the scheme to finance a predatory-lending plot, opening a branch in the Cayman Islands and marketing loans to high-end developers. The Plaintiffs contend opening the Cayman Islands branch allowed Credit Suisse to skirt U.S. real-estate appraisal laws. Instead of using appraisal methods accepted in the U.S., the property owners contend, Credit Suisse worked with Cushman & Wakefield to develop a type of appraisal that would grossly inflate the values of the resorts. According to various reports, Duncan King, a spokesman for Credit Suisse, said the lawsuit is without merit and the bank will fight the claims. Dwayne Doherty, a spokesman for Cushman & Wakefield, said the allegations "are completely without merit, and we will defend ourselves vigorously." Michael Flynn, Esq., is the lead attorney in the lawsuit, according to NewWest.Net. About Lake at Las Vegas 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., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. About Yellowstone Club Located near Big Sky, Montana, Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Mountain Club LLC and its affiliates filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC, represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. YRC WORLDWIDE: Fitch Downgrades Issuer Default Ratings to 'RD' -------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Ratings of YRC Worldwide Inc. and its YRC Regional Transportation, Inc. subsidiary to 'RD' from 'C' following this morning's announcement that the company has successfully reached the required thresholds for its debt-to-equity exchange offer. Subsequently, Fitch has taken these rating actions: YRC Worldwide Inc. -- IDR upgraded to 'C' from 'RD'; -- Secured credit facilities affirmed at 'CCC/RR2'; -- Senior unsecured affirmed at 'C/RR6'. YRC Regional Transportation, Inc. (formerly known as USF Corporation) -- IDR upgraded to 'C' from 'RD'; -- Senior secured notes affirmed at 'C/RR6'. Fitch's ratings apply to approximately $67 million in notes, a $113 million secured term loan and a $950 million secured revolving credit facility. YRCW announced the results of its offer to exchange common and preferred shares of YRCW stock for a portion of the company's outstanding contingent convertible senior notes, as well as YRC Regional Transportation, Inc.'s outstanding senior notes (also known as the 'USF notes'). According to the company, holders of 94% of the contingent convertible senior notes and 70% of the USF notes tendered their notes and will receive in exchange common and preferred shares representing a 94% ownership stake in the company. Completion of the tender offer was a necessary condition of both the company's amended credit facility and asset backed securitization (ABS) facility agreements, as well as its amended multiemployer pension plan contribution deferral agreement with the International Brotherhood of Teamsters. Had the exchange been unsuccessful, it is likely that YRCW would have been forced to file bankruptcy. As noted in its rating action commentary dated Oct. 30, 2009, Fitch viewed the exchange offer as a coercive debt exchange in accordance with Fitch's global criteria report. Consistent with Fitch's CDE criteria, upon the completion of the tender offer, Fitch downgraded the IDRs of YRCW and its YRC Regional Transportation subsidiary to 'RD'. Following the downgrade, Fitch has upgraded the IDR to 'C' for both entities despite the reduced level of debt in the company's revised capital structure following the exchange, as the likelihood of a bankruptcy filing remains high given the company's weak liquidity position and remaining near-term debt obligations outstanding. The rating of 'C/RR6' on YRCW's contingent convertible senior notes and the USF notes reflects Fitch's expectation of very poor recovery prospects of 10% or less should the company ultimately file for bankruptcy. With the completion of the exchange offer, YRCW's debt level has declined materially. The company's total debt principal outstanding has been reduced by $470 million, equal to roughly 29% of the pre-exchange debt level (including lease financing obligations and pension contribution deferral obligations accounted for as debt). Particularly important, the transaction has removed a total of $322 million in 2010 cash obligations tied to the USF notes and the company's 5% contingent convertible senior notes. The exchange also has bolstered YRCW's liquidity position by providing the company with easier access to the revolver reserve portions of its secured revolving credit facility. As of Oct. 30, 2009, the total amount of the revolver reserves was approximately $115 million, of which $106 million will now be readily available to cover YRCW's liquidity needs. Access to the revolver reserves is important, as Fitch estimates that, excluding the reserves, virtually all of the available capacity of the company's revolving credit facility and its ABS facility has been utilized either for borrowings or to back letters of credit. YRCW ended the third quarter of 2009 with $163 million of cash and cash equivalents, about half of the $325 million of cash and equivalents on hand at year-end 2008, due largely to negative operating cash flow of $316 million over the first nine months of this year. In addition to the increased liquidity access, the completion of the exchange allows the company to defer most of the interest and fee payments due on the credit and ABS facilities through 2010 and keeps the amended CDA in effect. Despite the improvements in YRCW's debt and liquidity positions resulting from the exchange transaction, Fitch continues to view the risk of a bankruptcy in the first half of next year as very high, primarily due to the $45 million in remaining USF notes that were not tendered in the exchange. These notes mature on April 15, 2010, and the company's amended credit facility agreement requires that only proceeds from an equity issuance or new unsecured debt may be used to meet this obligation. Furthermore, the credit facility agreement gives the lenders the option to terminate the facility if $15 million or more in principal on the notes remains outstanding on March 1, 2010. Although the lenders could relax the aforementioned provisions, Fitch expects that the company will be challenged to cover this obligation by the mid-April maturity date, particularly given the typical seasonality of its cash flows. Seasonally, YRCW historically has generated weak or negative free cash flow in the first quarter, so the next several months will be a critical period for the company, with the freed-up access to the revolver reserve amounts providing a much-needed source of liquidity. Although freight demand appears to be slowly improving across the industry, YRCW has experienced far deeper tonnage losses over the past 12 months than its financially stronger less- than-truckload peers, who have taken market share from the company as its customers became increasingly concerned about its weakened financial position. The combination of seasonally weak LTL demand, continued industry pricing pressure and ongoing volume underperformance relative to its primary competitors could result in significant cash burn through the first quarter of 2010. Fitch expects this will lead to additional liquidity pressure later in the quarter and difficulty for YRCW in meeting its obligations tied to the remaining USF notes outstanding. Fitch could upgrade the ratings if YRCW demonstrates that it can meet its 2010 debt obligations, especially the remaining USF note obligations, and generate positive free cash flow on a sustainable basis over the medium term. This likely will require a material improvement in YRCW's volumes, as well as a strengthening of the industry pricing environment. Should YRCW default on any note obligations, however, Fitch will downgrade the IDRs of YRCW and YRC Regional Transportation to 'D'. YRC WORLDWIDE: Moody's Changes Default Rating to 'Ca\LD' -------------------------------------------------------- Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating to Ca\LD from Ca. In a related action Moody's affirmed ratings on YRC, including its Caa3 Corporate Family Ratings and the Ca rating on its continent convertible senior notes due 2023 and YRC Regional Transportation, Inc.'s 8-1/2% notes due 2012. The ratings outlook has been changed to stable from negative. The positioning of YRC's PDR at Ca\LD reflects the completion of an offer to exchange a substantial majority of the Senior Notes and the Convertible notes for common and preferred equity, which was completed on December 30, 2009. Moody's believes that the intent of this offer, in which holders of the notes receive consideration that is significantly inferior to a full repayment of the obligations at par, was conducted in order to avoid default on debt payments. As such Moody's views this exchange as a distressed exchange. However, despite the lowering of debt and improvement in near term liquidity likely to ensue from these developments, Moody's remains concerns about the company's ability to improve its financial condition over the longer-term, which is reflected in the Caa3 Corporate Family Rating. While 2010 results are expected to improve sufficiently to generate positive free cash flow by the end of the year, much of this achievement will be facilitated by deferrals of interest and fees as well as cessation of pension plan payments through the year. The relief to liquidity that ensues from these provisions will expire at the end of 2010. In addition, since the company has substantially reduced its capital expenditures over the past few years, and will likely continue to do so through 2010, Moody's believes that fleet investment requirements will become more onerous starting in 2011. This suggests that the company will need to show consistent and substantial improvement in revenue growth and profitability by 2011 in order to meet a higher funding needs going forward. The stable outlook takes into account Moody's expectations for modest improvement in volume and yield over the next 12-18 months, albeit from very weak levels experienced in 2009, which should help the company to meet its operating plans and generate positive free cash flow through 2010 while achieving prescribed financial covenant levels. The ratings could face downward pressure if the company were unable to improve operating results sufficient to generate free cash flow over the near term, or if the company were to face difficulty in refinancing the repayment of the $45 million of Senior Notes due April 2010. Ratings or their outlook could be revised upward if the company were to demonstrate that they could generate sustainable positive free cash flow, not only in 2010 but also likely in 2011, when certain cash interest payments and pension payments potentially resume. Outlook Actions: Issuer: USF Corporation -- Outlook, Changed To Stable From Negative Issuer: YRC Worldwide Inc. -- Outlook, Changed To Stable From Negative Adjustment: Issuer: YRC Worldwide Inc. -- Probability of Default Rating, Adjusted to Ca/LD from Ca YRC's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) Moody's projections of the company's performance over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of YRC's core industry and YRC's ratings are believed to be comparable to those of other issuers of similar credit risk. The last rating action was on December 24, 2008, when Moody's lowered YRC's corporate family rating to Caa3. YRC Worldwide Inc. is a less-than-truckload trucking company headquartered in Overland park, Kansas. * Automakers to Release December Sales Data on Tuesday ------------------------------------------------------ The Wall Street Journal's Matthew Dolan and Kate Linebaugh report that a December recovery in car sales is starting to ease fears that the plunge in the U.S. auto market in 2009 would repeat itself this year. The Journal relates that in recent days, sales have been brisk as auto makers stepped up incentive programs and took advantage of customers willing to buy without the aid of government rebates that spiked sales last summer. Car makers are set to release December sales data on Tuesday, according to the Journal. "We are seeing an increase across the board," the Journal quotes Michelle Krebs, a senior analyst at Edmunds.com, a car-buying Web site, as saying. Ms. Krebs, the Journal says, pointed to higher- than-expected gains at BMW AG, Ford Motor Co., Honda Motor Co., Toyota Motor Co.'s Lexus, and General Motor Co.'s soon-to-be- shuttered Saturn and Pontiac brands. The Journal notes Ford has seen year-over-year gains in recent months along with a substantial increase in its retail market share. According to the Journal, George Pipas, Ford's U.S. sales analyst, said consumer attitudes were "improving but fragile" as potential customers weigh a car purchase against continued uncertainty about their jobs and the value of their homes. The Journal says the December surge appears to be aided in part by GM's late-month dealer incentive program to clear out thousands of leftover vehicles from Saturn and Pontiac. The Troubled Company Reporter, citing another Wall Street Journal article, said GM sent letters to dealers December 23 saying it would pay them $7,000 for every new Saturn or Pontiac on their lot that is moved to rental- vehicle or service-vehicle fleets operated by the dealers. The Journal's John Stoll had noted the "unusual" tactic could inflate GM's December sales and cut the cost to car buyers by as much as 46% off the sticker price. The Journal says many industry analysts now expect the seasonally adjusted annualized selling rate in December to be more than 11 million cars and trucks. Such a figure would mark the second-best month of 2009 after August, which received a major jolt from the "cash for clunkers" government rebate program. The Journal notes that Chrysler, which is under the management control of Fiat SpA, performed the worst of any of the major auto makers. In the first 11 months of the year, Chrysler's sales of cars and light trucks fell 38% compared with the overall market's 24% decline. From January through November, Chrysler's production fell 59%, the Journal says, citing wardsauto.com. Ms. Krebs, according to the Journal, said that when sales are announced Tuesday, it could be the first year since 1962 that Chrysler sold less than one million vehicles. The Journal also relates that in November, Chrysler lost about three percentage points of retail market share from the same month of 2008, as rivals such as Nissan Motor Co. and Hyundai Motor Co. gained share. The Journal notes that Toyota was able to maintain market share for the first 11 months despite undergoing a safety recall announced in late September, involving eight of its Lexus and Toyota-brand vehicles. * Bankruptcy Business Boomed in 2009, Law360 Says ------------------------------------------------- Law360 reports that bankruptcy was just about the only business that boomed in a record-shattering 2009, and several firms took exceptional advantage of the bountiful demand for restructuring expertise. Meanwhile, in 2010, bankruptcy lawyers would like to see Congress and the courts roll back the 2005 amendments to the U.S. Bankruptcy Code to make restructuring in Chapter 11 more viable, make the system work to give the average Joe the opportunity for a fresh start and put some more money in the pockets of the judges who run the show, according to Law360. * Nebraska Ethanol Plant Draws $30 Million at Bankruptcy Sale ------------------------------------------------------------- ABI reports that a 44-million-gallon ethanol plant in south- central Nebraska attracted more than $30 million in a bankruptcy auction. * Recession Aftershocks to Bring More Filings in 2010 ----------------------------------------------------- Law360 reports that experts said the torrent of bankruptcies in 2009 is unlikely to let up in 2010, with the deluge expected to continue as the economic crisis trickles down to the retail and commercial real estate sectors and as media companies struggle to monetize their product amid a changing technological landscape. * Icahn Enterprises Discloses Cash Tender Offers for 2012 Notes --------------------------------------------------------------- Icahn Enterprises L.P. together with Icahn Enterprises Finance Corp., commenced separate cash tender offers to purchase any and all of the $967.0 million outstanding aggregate principal amount of their 7.125% Senior Notes due 2013 and any and all of the $353.0 million outstanding aggregate principal amount of their 8.125% Senior Notes due 2012. In connection with the tender offers, Icahn Enterprises is soliciting consents to effect certain proposed amendments to the indentures governing the Notes to eliminate most of the restrictive covenants and amend certain other provisions in the indentures and the Notes. Holders who consent to the proposed amendments will be obligated to tender their Notes. The tender offers and consent solicitations are each being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated December 30, 2009, and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the tender offers and consent solicitations. The following table sets forth Total Consideration and Base Consideration per $1,000 principal amount of Notes tendered (excluding accrued and unpaid interest that is payable from and including the last date upon which interest was paid up to, but not including, the applicable date of payment). Principal Title of Amount CUSIP Base Consent Total Security Outstanding Numbers Consideration Payment Consideration -------- ----------- ------- ------------- ------- ------------ - 7.125% Notes 029171AD7 due 2013 $967,000,000 029171AF2 $1,000.00 $22.81 $1,022.81 8.125% Notes due 2012 $353,000,000 029171AC9 $1,000.00 $20.94 $1,020.94 As described in each Offer to Purchase and Consent Solicitation Statement, the "Base Consideration" to be paid for each $1,000 principal amount of 2013 Notes and 2012 Notes validly tendered and accepted for purchase will be 100% of the principal amount thereof, or $1,000. Holders of 2013 Notes who validly deliver their consents to the proposed amendments on or prior to 5:00 p.m., New York City time, on January 7, 2010 (unless extended or earlier terminated, the "Consent Payment Deadline"), will be eligible to receive a consent payment of $22.81 per $1,000 principal amount of 2013 Notes tendered. Holders of 2013 Notes must validly tender, and not withdraw, their 2013 Notes in order to validly deliver their consents. Holders of 2012 Notes who validly deliver their consents to the proposed amendments on the Consent Payment Deadline will be eligible to receive a consent payment of $20.94 per $1,000 principal amount of 2012 Notes. Holders of 2012 Notes must validly tender, and not withdraw, their 2012 Notes in order to validly deliver their consents. The tender offers will expire at 12:00 midnight, New York City time, at the end of Thursday, January 28, 2010, unless terminated or extended. Any such extension will be followed by a public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Time. Holders of Notes may withdraw their Notes and revoke their consents on or prior to the Consent Payment Deadline, but not thereafter. Each tender offer and consent solicitation is subject to certain customary conditions described in the Offer to Purchase and Consent Solicitation Statement, including that Icahn Enterprises receives tenders of at least a majority in aggregate principal amount of the 2012 Notes and 2013 Notes and a financing condition. The information agent for the tender offers and consent solicitations is D.F. King & Co., Inc. The dealer manager for the tender offers and the solicitation agent for the consent solicitations is Jefferies & Company, Inc. Requests for documents may be directed to Jefferies & Company, Inc. at (888) 708-5831 or D.F. King & Co., Inc. at (800) 488-8035 or (212) 269-5550 (for banks and brokers only). Icahn Enterprises also announced that the Audit Committee of the Board of Directors of the General Partner has approved the redemption of all outstanding preferred units on March 31, 2010 in accordance with the terms of its partnership agreement at a redemption price equal to the liquidation preference of the preferred units, plus accrued but unpaid distributions thereon, or an aggregate of approximately $138 million. The partnership agreement provides that the redemption price may be paid in cash or in depositary units. The preferred units will be redeemed by the issuance of additional depositary units, which will be valued at the average price at which the depositary units are trading over the 20-day period immediately preceding March 31, 2010, the redemption date, plus cash in lieu of fractional interests. Icahn Enterprises also announced that it is in negotiations to acquire an aggregate of approximately 54% of the issued and outstanding common stock of American Railcar Industries, Inc. and an aggregate of approximately 70% of the issued and outstanding common stock of Viskase Companies, Inc., in each case, from affiliates of Carl C. Icahn for consideration to be comprised solely of depository units of Icahn Enterprises. The acquisitions are subject to approval by the Audit Committee of the Board of Directors of the General Partner, which has retained independent counsel and an independent financial advisor. Management expects that Icahn Enterprises will issue depositary units with an aggregate fair market value of approximately $375 million in consideration for the redemption of the preferred units and the proposed acquisitions. However, the acquisitions are currently being negotiated and the actual value of the depositary units paid may be more or less than anticipated, and such difference could be material. No assurance can be given that Icahn Enterprises will consummate the acquisitions. About Icahn Enterprises Icahn Enterprises L.P. is a master limited partnership, is a diversified holding company engaged in five primary business segments: Investment Management, Automotive, Metals, Real Estate and Home Fashion. * GASB Issues Statements on OPEB Measurements & CH9 Bankruptcies ---------------------------------------------------------------- The Governmental Accounting Standards Board issued Statement No. 57, OPEB Measurements by Agent Employers and Agent Multiple- Employer Plans and Statement No. 58, Accounting and Financial Reporting for Chapter 9 Bankruptcies. The Statements are intended to improve consistency in the measurement and financial reporting of other post employment benefits such as retiree health insurance, and of the effects of municipal bankruptcy. Statement 57 addresses issues related to measurement of OPEB obligations by certain employers participating in agent multiple- employer OPEB plans. (In agent multiple-employer plans, separate liabilities are calculated and separate asset accounts are kept for each participating government, rather than being administered and accounted for as a single plan as is done in a cost-sharing plan.) Statement 57 amends Statement No. 43, Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans, and Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions. Specifically, Statement 57: -- Enables certain agent employers to use the alternative measurement method, a less complex and potentially less expensive alternative to a full actuarial valuation -- Adjusts the requirement that a defined benefit OPEB plan obtain an actuarial valuation, in light of the change allowing more qualifying employers to use the alternative measurement method -- Clarifies that the same frequency and timing of determining OPEB measures are required for both agent multiple-employer plans and their participating employers. Statement 58 provides guidance for governments that have petitioned for protection from creditors by filing for bankruptcy under Chapter 9 of the United States Bankruptcy Code. It establishes requirements for recognizing and measuring the effects of the bankruptcy process on assets and liabilities, and for classifying changes in those items and related costs. "The stress that the current economic environment is putting on state and local government resources and the lack of existing financial reporting guidance made it necessary for the GASB to address the financial reporting issues associated with qualified local governments that file for bankruptcy protection under Chapter 9," said Robert Attmore, chairman of the GASB. The provisions of Statement 57 related to the use and reporting of the alternative measurement method are effective immediately. The provisions related to the frequency and timing of measurements are effective for actuarial valuations first used to report funded status information in OPEB plan financial statements for periods beginning after June 15, 2011. Statement 58 is effective for periods beginning after June 15, 2009. Retroactive application is required for all prior periods presented during which a government was in bankruptcy. Earlier application of both Statements is encouraged. About the Governmental Accounting Standards Board The GASB is the independent, not-for-profit organization formed in 1984 that establishes and improves financial accounting and reporting standards for state and local governments. Its seven members are drawn from the Board's diverse constituency, including preparers and auditors of government financial statements, users of those statements, and members of the academic community. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- AUTOZONE INC AZO US 5,386 (186) (484) DUN & BRADSTREET DNB US 1,600 (182) (720) CLOROX CO CLX US 4,598 (665) (47) BOEING CO BA US 58,667 (1,822) (877) MEAD JOHNSON-A MJN US 1,964 502 (698) NAVISTAR INTL NAV US 10,027 1,563 (1,739) UNISYS CORP UIS US 2,741 187 (1,146) BOEING CO BAB BB 58,667 (1,822) (877) BOARDWALK REAL E BEI-U CN 2,406 - (37) BOARDWALK REAL E BOWFF US 2,406 - (37) TAUBMAN CENTERS TCO US 2,607 - (467) CHOICE HOTELS CHH US 353 (13) (133) LINEAR TECH CORP LLTC US 1,466 993 (164) WEIGHT WATCHERS WTW US 1,077 (329) (748) MOODY'S CORP MCO US 1,874 (306) (648) CABLEVISION SYS CVC US 10,128 (112) (5,193) WR GRACE & CO GRA US 3,937 1,095 (312) ARTIO GLOBAL INV ART US 280 - (33) VERMILLION INC VRMLQ US 7 (3) (25) AFFYMAX INC AFFY US 145 7 (3) IPCS INC IPCS US 559 72 (33) PETROALGAE INC PALG US 3 (7) (40) DISH NETWORK-A DISH US 8,659 711 (1,381) IMS HEALTH INC RX US 2,111 231 (43) SUN COMMUNITIES SUI US 1,189 - (95) KL ENERGY CORP KLEG US 5 (7) (3) HEALTHSOUTH CORP HLS US 1,754 36 (535) TENNECO INC TEN US 2,939 233 (213) SUCCESSFACTORS I SFSF US 181 3 (3) REVLON INC-A REV US 802 105 (1,043) ARTIO GLOBAL INV A1I GR 280 - (33) NATIONAL CINEMED NCMI US 608 85 (505) AGA MEDICAL HOLD AGAM US 333 29 (48) REGAL ENTERTAI-A RGC US 2,512 (14) (259) JUST ENERGY INCO JE-U CN 1,378 (392) (350) VENOCO INC VQ US 715 (13) (169) OCH-ZIFF CAPIT-A OZM US 1,976 - (88) OVERSTOCK.COM OSTK US 144 34 (3) INTERMUNE INC ITMN US 157 93 (83) CHENIERE ENERGY CQP US 1,919 28 (472) THERAVANCE THRX US 183 124 (175) UAL CORP UAUA US 18,347 (2,111) (2,645) ARVINMERITOR INC ARM US 2,508 27 (1,248) KNOLOGY INC KNOL US 644 21 (42) CARDTRONICS INC CATM US 457 (42) (8) BLOUNT INTL BLT US 488 29 (22) PALM INC PALM US 1,327 61 (151) SONIC CORP SONC US 849 85 (4) FORD MOTOR CO F US 205,896 (9,751) (7,270) SANDRIDGE ENERGY SD US 2,311 1 (191) UNITED RENTALS URI US 3,895 312 (18) WORLD COLOR PRES WC CN 2,641 479 (1,736) EXTENDICARE REAL EXE-U CN 1,655 126 (48) INCYTE CORP INCY US 473 358 (199) WORLD COLOR PRES WC/U CN 2,641 479 (1,736) CENVEO INC CVO US 1,601 203 (179) TALBOTS INC TLB US 840 (4) (191) MANNKIND CORP MNKD US 289 35 (2) BLUEKNIGHT ENERG BKEP US 317 (4) (134) AMER AXLE & MFG AXL US 1,953 33 (740) DOMINO'S PIZZA DPZ US 444 107 (1,350) DEXCOM DXCM US 54 26 (9) AFC ENTERPRISES AFCE US 116 (0) (23) CENTENNIAL COMM CYCL US 1,481 (52) (926) JAZZ PHARMACEUTI JAZZ US 102 (9) (82) SALLY BEAUTY HOL SBH US 1,491 342 (614) ACCO BRANDS CORP ABD US 1,078 217 (103) AMR CORP AMR US 25,754 (1,448) (2,859) EXELIXIS INC EXEL US 421 92 (143) OSIRIS THERAPEUT OSIR US 111 49 (3) OMEROS CORP OMER US 7 (7) (14) PDL BIOPHARMA IN PDLI US 264 (16) (242) SELECT COMFORT C SCSS US 82 (69) (39) ZYMOGENETICS INC ZGEN US 243 59 (22) PROTECTION ONE PONE US 628 29 (83) FORD MOTOR CO F BB 205,896 (9,751) (7,270) RURAL/METRO CORP RURL US 295 62 (102) CYTORI THERAPEUT CYTX US 25 11 (1) SIGA TECH INC SIGA US 8 (4) (11) WARNER MUSIC GRO WMG US 4,070 (650) (143) DELCATH SYSTEMS DCTH US 7 (5) (5) VIRGIN MOBILE-A VM US 307 (138) (244) MEDIACOM COMM-A MCCC US 3,722 (254) (435) US AIRWAYS GROUP LCC US 7,744 (552) (260) ISTA PHARMACEUTI ISTA US 85 27 (78) SINCLAIR BROAD-A SBGI US 1,629 (18) (132) LIN TV CORP-CL A TVL US 773 7 (188) EPICEPT CORP EPCT SS 12 6 (5) EASTMAN KODAK EK US 7,483 935 (651) QWEST COMMUNICAT Q US 20,225 766 (1,031) STEREOTAXIS INC STXS US 40 1 (15) CC MEDIA-A CCMO US 17,696 1,508 (7,021) ENERGY COMPOSITE ENCC US - (0) (0) HOVNANIAN ENT-A HOV US 2,025 1,261 (316) PRIMEDIA INC PRM US 241 (14) (111) CINCINNATI BELL CBB US 2,011 22 (614) DYAX CORP DYAX US 52 24 (49) GLG PARTNERS-UTS GLG/U US 467 168 (277) GLG PARTNERS INC GLG US 467 168 (277) NPS PHARM INC NPSP US 155 72 (222) SEALY CORP ZZ US 1,032 146 (115) ADVANCED BIOMEDI ABMT US 0 (1) (1) QUANTUM CORP QTM US 502 80 (99) ********* 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 ***