/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100107.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 7, 2010, Vol. 14, No. 6 Headlines 1122 CRESCENT AVENUE: Case Summary & 8 Largest Unsecured Creditors ABITIBIBOWATER INC: Closes Sale of Texas Material Recycling Plants AEROTHRUST CORP: Gets Interim OK to Use PNC Bank's Cash Collateral AGRIPROCESSORS INC: Ex-CEO Faces Up to 27 Years in Prison AMERICAN INT'L: Ontario Teachers Acquires United Guaranty Canada AMIDEE 2006: Case Summary & 16 Largest Unsecured Creditors AMR CORP: American Airlines Unit Reports December Traffic AMR CORP: Willing to Invest in JAL Even in Bankruptcy ANGELO MELVIN COOPER: Case Summary & 14 Largest Unsec. Creditors APPLIED SOLAR: Quercus Trust Sells Stake to Joseph Bartlett ARET KOCOGLU: Voluntary Chapter 11 Case Summary AUTO SPA PROPERTIES: Voluntary Chapter 11 Case Summary AVISTAR COMMUNICATIONS: James Zeigon Steps Down as Director BCM MAJESTIC: Voluntary Chapter 11 Case Summary BEAZER HOMES: Reports New Home Orders and Closings for Dec. Qtr BEAZER HOMES: To Sell 18MM Shares and $50MM of 2013 Sub Notes BERRY PLASTIC: Inks Deal With Banks to Increase Loan to $500MM BILL HEARD: Top Hat Plan Rabbi Trust Asset of the Estate BLUE HERON: Drop in Revenue Prompts Chapter 11 Filing CAPITAL GROWTH: Inks Asset Purchase Deal With Global Telecom CAPMARK FINANCIAL: Seeks to Halt Court Fight With Hedge Funds CAPMARK FINANCIAL: Hits Back Against Noteholder Action CAPMARK FINANCIAL: Goldman a "Substantial Equity Shareholder" CAPMARK FINANCIAL: Panel Wins Nod to Hire Kramer Levin as Counsel CATHOLIC CHURCH: Creditors Oppose Delay of Abusers List Posting CATHOLIC CHURCH: Rouse Objects to Closing of Portland's Cases CATHOLIC CHURCH: Spokane Trustee Wants to Pay Future Claims CHEMTURA CORP: Has Official Shareholders' Committee CHRYSLER LLC: Says Sales Declined 4% Year-Over-Year CITADEL BROADCASTING: Hires KCC as Claims & Notice Agent CITIGROUP INC: Files Client Strategy Guide for Jan. 2010 Offerings CITIGROUP INC: Investment Banking Head Gets More Than $9MM in 2009 CITY OF GLOVERSVILLE: Moody's Affirms 'Ba1' Rating on Debt CLASSIC SLEEP: Case Summary & 20 Largest Unsecured Creditors CLEAR CHANNEL: Names Ex-WaMu Exec Tom Casey as CFO CLEARPOINT BUSINESS: To Pay $190,000 to AICCO Under Agreement CONEXANT SYSTEMS: Moody's Withdraws 'Caa1' Corporate Family Rating CONTINENTAL AIRLINES: Reports Dec. 2009 Operational Performance CORBIN PARK: Files for Chapter 11 Protection in Kansas CORBIN PARK: Case Summary & 20 Largest Unsecured Creditors COREL CORP: Shareholders Meeting on Vector Deal Set for Jan. 26 DAVIS PETROLEUM: No Success Fee for Management's Advisor DECISION BIOMARKERS: To Liquidate Assets Under Chapter 7 DECODE GENETICS: Gets Trading Suspension, Nasdaq Delisting Notice DELTA AIR: AMR Willing to Invest in JAL Even in Bankruptcy DHP HOLDINGS: Committee Wants Case Converted to Ch. 7 Liquidation DHP HOLDINGS: Wants Chapter 11 Plan Filing Extended Until April 20 DISTINCTIVE BUILDERS: Case Summary & 12 Largest Unsec. Creditors DOMINO'S PIZZA: CEO Brandon to Step Down; Doyle to Assume Post EAGLEPICHER CORPORATION: Moody's Reviews 'B2' Default Rating EDDIE BAUER: PBGC Assumes Underfunded Pension Plan EMERSON OVERLOOK: Case Summary & 20 Largest Unsecured Creditors FLANAGAN'S LIMITED: Case Summary & 1 Largest Unsecured Creditor FORD MOTOR: Reports 33% Sales Increase in December 2009 FREDDIE MAC: Amends Stock Purchase Agreement With Treasury FREEDOM COMMUNICATIONS: In Plan Talks with Committee & Lenders FREMONT GENERAL: Court OKs Appointment of Chapter 11 Examiner FRONTIER AIRLINES: Court Approves Final Fee Applications FRONTIER AIRLINES: Court Enters Final Decree Closing Two Cases FRONTIER AIRLINES: New Pay Standardization Scale Irks Employees FUNDAMENTAL PROVISIONS: Amends List of Creditors FUNDAMENTAL PROVISIONS: Seeks Access to Cash Collateral GENERAL MOTORS: Reports 6% Sales Decline From 2008 GHI PROPERTIES: Voluntary Chapter 11 Case Summary GILBERT VILHAUER: Case Summary & 20 Largest Unsecured Creditors GLOBAL CONTAINER: U.S. Trustee Appoints 3-Member Creditors Panel GOOD TIMES: Complies With NASDAQ Marketplace Rule 4350(b)(1)(B) HAWAIIAN TELCOM: Court Issues Written Confirmation Order on Plan HAWAIIAN TELCOM: Proposes to Pay $787,000 to USAC HAWAIIAN TELCOM: Proposes to Purchase Kailua Property for $625,000 HOST HOTELS: Fitch Assigns 'BB-' Rating to 144A Private Placement HSM ARCADIA: Voluntary Chapter 11 Case Summary IMPERIAL INDUSTRIES: Receives NASDAQ Deficiency Notices IRONHORSE COUNTRY: Files for Chapter 11 Bankruptcy IRONHORSE COUNTRY: Case Summary & 20 Largest Unsecured Creditors J.K. DONALDSON: Voluntary Chapter 11 Case Summary JOSE JORGE: Files Amended List of Largest Unsecured Creditors JOSE JORGE: Wants to Hire McCormick Barstow as Bankruptcy Counsel JUBILEE PARK: Case Summary & 4 Largest Unsecured Creditors LAKE AT LAS VEGAS: Property Owners Seek $24 Billion in Damages LAZARE KAPLAN: Files Claims Under Certain Insurance Policies LEHMAN BROTHERS: LBI Closes Transactions With UniCredit LEHMAN BROTHERS: PwC's UK Plan Garners Support From Creditors LEHMAN BROTHERS: UK Issues Ruling on Pre-Admin. Client Money LEHMAN BROTHERS: UK Sets March 18 as True Assets Claims Bar Date LEHMAN BROTHERS: Plan for Claims Contrary to Law, Banks Say LEVEL 3 COMMS: Unit Launches Tender Offer for 12.25% Senior Notes LEVEL 3: Moody's Rates $640 Mil. Senior Unsec. Notes at 'Caa1' LEVEL 3: S&P Assigns 'CCC' Rating on $640 Mil. Senior Notes LEXINGTON PRECISION: Wants Continued Use of Senior Lenders Cash LEXINGTON PRECISION: Wants DIP Loan Maturity Date Moved to March 1 LOHREY ENTERPRISES: Trustee to Sell Assets to Angelica for $4 Mil. LOIS SMITH: Voluntary Chapter 11 Case Summary LORA NEEL: Voluntary Chapter 11 Case Summary LYONDELL CHEMICAL: BoNY Wants 507(b) Claim Allowed for $361MM LYONDELL CHEMICAL: BoNY Wants to Separate Noteholder Claims LYONDELL CHEMICAL: ZVI Englander Wants to Set Off Claims MAGNA ENTERTAINMENT: Auction of 2 Horse Tracks Moved to Jan. 21 MAGNA ENTERTAINMENT: Still Has Rights for Slot Machines at Laurel MARHABA PARTNERS: Files for Chapter 11 Protection in Houston MARHABA PARTNERS: Voluntary Chapter 11 Case Summary MARKET STREET: Files for Bankruptcy to Stop Foreclosure MESA AIR: ALPA Unit Says Labor Costs Not the Problem METAL STORM: Has A$20.2M Finance Deal With Institutional Investor METALDYNE CORP: Gen. Unsecured Claimants to Recover As Low as 0.4% METROPOLITAN LOFTS: Files Schedules of Assets and Liabilities MICHAEL MADRID: Case Summary & 21 Largest Unsecured Creditors MICHAEL WHITTINGTON: Case Summary & 20 Largest Unsecured Creditors MK CUSTOM: Files Schedules of Assets and Liabilities MK CUSTOM: Section 341(a) Meeting Rescheduled to January 28 MMFX INTERNATIONAL: Case Summary & 2 Largest Unsecured Creditors MXENERGY INC: Amends ISDA Master Deal With Sempra Energy NEW ENERGY: Investor Conference to Wrap Up Today NEXTMEDIA GROUP: DIP Financing, Cash Collateral Use Get Interim OK NORTEL NETWORKS: Assigns Technology Park Lease to Avaya NORTEL NETWORKS: Completes Sale of Enterprise Assets to Avaya NORTEL NETWORKS: Gets Court Nod for Claims Settlement With IBM NORTEL NETWORKS: Has Settlement With PBGC on Enterprise Sale OXBOW CARBON: S&P Raises Corporate Credit Rating to 'BB-' PACKERY COMMERCIAL: Voluntary Chapter 11 Case Summary PAINTED MEADOWS: Voluntary Chapter 11 Case Summary PARK EASTSIDE: Case Summary & 20 Largest Unsecured Creditors PEACOCK GAP: Files for Bankruptcy Due to Declining Revenue PARADISE PALMS: Creditor Seeks Case Dismissal PACIFIC GALVESTON: Enters Chapter 11 in Dallas PACIFIC OFFICE PROPERTIES: Boosts Credit to $15 Million PLAINFIELD APARTMENTS: To Strike Deal With Spencer Savings PECAN HOLDINGS: Voluntary Chapter 11 Case Summary PENN TRAFFIC: Hilco Offers to Pay $19-Mil. for Closing Sales PHOENIX FOOTWEAR: Fails to Meet NYSE Amex Listing Standards PRECISION PAVING: Voluntary Chapter 11 Case Summary RAYMOND ZWEIFEL: Voluntary Chapter 11 Case Summary R.H. DONNELLEY: Gets Nod to Assume Panorama Lease R.H. DONNELLEY: Putative Shareholders Oppose Plan Releases R.H. DONNELLEY: Wants Removal Period Extended to Feb. 22 RIVERSIDE CAPITAL: Voluntary Chapter 11 Case Summary RONSON CORP: PBGC Assumes Underfunded Pension Plan RYLAND GROUP: To Release Fourth Quarter Earnings on January 27 SARGENT RANCH: Files for Chapter 11 Protection in Sand Diego SARGENT RANCH: Case Summary & 15 Largest Unsecured Creditors SMART ONLINE: Sells More Conv. Secured Sub. Notes to Noteholders SMIC LTD: Voluntary Chapter 11 Case Summary SMURFIT-STONE: CCAA Stay Order Extended to February 26 SMURFIT-STONE: Court Denies Equity Committee Appointment SMURFIT-STONE: Has Lenders' Nod for Cash Use Until June 30 SOLUTIA INC: Court Enters Final Decree Closing Ch. 11 Cases SOLUTIA INC: Sued for Failing to Reimburse Medicare SOUTHEAST BANKING: Wants April 30 Deadline for Plan Effective Date SPA CHAKRA: U.S. Trustee Appoints 3-Member Creditors Committee SPA CHAKRA: Hercules Tech. DIP Financing Hearing on January 14 SPA CHAKRA: Wants Affiliates' Liquidation Case Converted to Ch. 11 SPA CHAKRA: Meeting of Creditors Scheduled for January 22 SPA CHAKRA: Wants Morrison Cohen to Represent in Bankruptcy Cases SPA CHAKRA: Files Schedules of Assets and Liabilities SUNDOWN HILLS: Voluntary Chapter 11 Case Summary SUNRISE SENIOR: Maturity of SCA Loan Extended, Covenants Relaxed SUPERIOR NATIONAL: Court Affirms $450M Award in Reinsurance Spat SYMBIO SOLUTIONS: Files for Bankruptcy, Owes $24MM to Sun Capital SYMBIO SOLUTIONS: Voluntary Chapter 11 Case Summary TAVERN ON THE GREEN: Expects to Generate $8 Million at Auction TAVERN ON THE GREEN: Patent Office Rejects Backup Patent TOUSA INC: Judge OKs Starwood-Led Auction for Florida Assets TOUSA INC: Panel Wants to Pursue Claims Against Falcone, et al. TOUSA INC: Proposes Sale of Colorado Assets to NexGen Lot TRANSAX INTERNATIONAL: Gets Delisting Notice from FINRA TRONOX INC: Panel Adds 59 Defendants to Legacy Liability Suit TRONOX INC: Wants Lift Stay to Proceed With Oklahoma Trial TRONOX INC: Wants RTI Hamilton Suit Dismissed TROPICANA ENT: Atlantic City Monopoly Concerns Senator TROPICANA ENT: NJ Debtors Settle Atlantic City MUA Claims TROPICANA ENT: NJ Debtors Want to Reject Simulcast Agreements UAL CORP: To Offer $500 Million Senior Secured Notes UAL CORP: Late Contract Draws World-Wide Protest by Attendants UBALDO MURSULI: Case Summary & 20 Largest Unsecured Creditors UNISYS CORP: Joseph Harrosh Discloses 9.2451% Equity Stake VAIL PLAZA: Mexican Firm Acquires Assets for $52 Million VERMILLION INC: Unsecured Creditors OK Reorganization Plan VERNON JAY VERNON: Case Summary & 10 Largest Unsecured Creditors VILHAUER SALES: Case Summary & 9 Largest Unsecured Creditors VIRANI DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors WEST PLEASANT: Voluntary Chapter 11 Case Summary WILLIAM GEARING: Case Summary & 9 Largest Unsecured Creditors WINDMARK ROCKPORT: Voluntary Chapter 11 Case Summary W.R. GRACE: BNSF Slams WR Grace, Arrowood Insurance Settlement * Bankruptcy Filings by Firms Surged 50% in 2009 * Silicon Valley `Bloodbath' Leaves Office Buildings Empty * Riskiest Junk Bonds Shrug Off Distress on Recovery * Alan Clark Joins Litigation Practice Group at Allen Matkins * Cadwalader Promotes Four to Partnership * Kasowitz Benson Adds Leading Insurance Recovery Litigation Group * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 1122 CRESCENT AVENUE: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: 1122 Crescent Avenue, LLC 977 Ponce de Leon Avenue Atlanta, GA 30306 Bankruptcy Case No.: 10-60325 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: G. Frank Nason, IV, Esq. Lamberth, Cifelli, Stokes Ellis & Nason Ste 550, 3343 Peachtree Rd., NE Atlanta, GA 30326 Tel: (404) 262-7373 Email: FNason@LCSENlaw.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 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb10-60325.pdf The petition was signed by Jeffrey M. Notrica. ABITIBIBOWATER INC: Closes Sale of Texas Material Recycling Plants ------------------------------------------------------------------ AbitibiBowater on Wednesday announced the closing of the sale of its Recycling Division's material recycling facilities located in Arlington, Houston and San Antonio, Texas, to Waste Management Recycle America for $12 million. The Company will continue operating its recycling programs in Arlington, Houston and San Antonio, as well as in 20 other major metropolitan areas across North America. With this transaction, AbitibiBowater will refocus its recycling efforts on its innovative community recycling Paper Retriever(R) program, as well as on the EcoRewards(R) recycling initiative for commercial customers. The Company will ensure a smooth transition and remains committed to delivering top-quality service to its recycling customers. More information on these programs are available at http://www.PaperRetriever.com/and http://www.EcoRewards.com/ "The sale of our Texas processing assets allows us to refocus our energy on expanding our recycling services to more customers in more cities across North America, while supporting responsible paper use and recovery," stated Sylvain Longval, Vice President, Recycling - North America. "These turnkey recycling programs are a testament to AbitibiBowater's product stewardship, leadership in recycling and proactive approach to sustainability." As part of the sale, the Company's Recycling Division has also reached an agreement where Waste Management Recycle America will process the materials generated by the Paper Retriever and EcoRewards programs in Arlington, Houston and San Antonio. These transactions are part of AbitibiBowater's ongoing restructuring efforts to streamline its businesses and work through its creditor protection filings. About AbitibiBowater Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AEROTHRUST CORP: Gets Interim OK to Use PNC Bank's Cash Collateral ------------------------------------------------------------------ AeroThrust Corporation and AeroThrust Engine Leasing Holding Company, LLC, sought and obtained authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to use the cash collateral of PNC Bank, N.A., until January 20, 2010. The Debtors' bankruptcy counsel, Ian Connor Bifferato, Esq., who has an office in Wilmington Delaware, explains that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/AEROTHRUST_budget.pdf The Debtors are allowed to exceed the total budgeted expense amount by $700,000 in total, except that non-materials and subcontractors expenses won't exceed $200,000 during the period that the Court's order is in effect. On each Thursday occurring during the period between now and the Expiration Date, the Debtors will deliver a reconciliation of the prior week's cash usage showing variance from the projected budget. In exchange for using the cash collateral, the Debtors propose to grant PNC Bank with a combination of replacement liens on all cash collateral created post-petition in an amount equal to the amount of cash collateral consumed, as well as post-petition payments of interest at the non-default rate of interest on the obligations to PNC Bank and through the substantial equity cushion that the Debtors believe exists. The Debtors promise to provide the lenders weekly borrowing base report in the same fashion and on the same dates as previously delivered to PNC Bank prior to the Petition Date. The Court has set a final hearing for January 19, 2010, at 4:30 p.m. Miami, Florida-based AeroThrust Corporation provides engine repair, maintenance and overhaul of the CFM56 and JT8D engines. The Company filed for Chapter 11 bankruptcy protection on December 27, 2009 (Bankr. D. Del. Case No. 09-14541). Its affiliate, AeroThrust Engine Leasing Holding Company, LLC, also filed a Chapter 11 bankruptcy petition. Thomas F. Driscoll, III, Esq., at Bifferato LLC, assists the Debtors in their restructuring efforts. AeroThrust Corporation listed $50,000,001 to $100,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. AGRIPROCESSORS INC: Ex-CEO Faces Up to 27 Years in Prison --------------------------------------------------------- The Des Moines Register in Iowa reports that Agriprocessors Inc.'s former chief executive Sholom Rubashkin could face 21 to 27 years in prison for his role in a massive financial fraud scheme. According to the report, prosecutors plan to recommend a prison sentence that would range from 262 to 327 months, according to court papers filed by Assistant U.S. Attorney Peter Deegan Jr. The report says the suggested sentence -- which a judge can accept or ignore -- is based on federal guidelines that consider the number of victims, Mr. Rubashkin's specific role in the crime and other factors. As reported by the TCR on November 18, 2009, Mr. Rubashkin was found guilty on more than 80 counts by a federal jury in Iowa. Convictions included counts for harboring undocumented aliens and creating false accounts receivable. Mr. Rubashkin is expected to challenge his convictions before the U.S. 8th Circuit Court of Appeals, the report says. About Agriprocessors Inc. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operated a kosher meat and poultry packing processors located at 220 North West Street. The Company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The Company filed for Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08- 47472). The case, according to McClatchy-Tribune, has been transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represents the Company in its restructuring effort. In its petition, the Company listed assets of $100 million to $500 million and debts of $50 million to $100 million. Agriprocessors Inc.'s reorganization case has been converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee will now serve as trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. AMERICAN INT'L: Ontario Teachers Acquires United Guaranty Canada ---------------------------------------------------------------- A private investor group, in which Ontario Teachers' Pension Plan, is the lead sponsor, has entered into a definitive agreement to acquire American International Group, Inc.'s Canadian mortgage insurance business, AIG United Guaranty Mortgage Insurance Company Canada. Terms of the transaction were not disclosed. "We believe the mortgage insurance industry in Canada to be an attractive market, and that United Guaranty Canada is well positioned to grow its market position," said Erol Uzumeri, Senior Vice-President, Teachers' Private Capital. "The company has a strong management team, and Teachers' is prepared to support the growth of the business." United Guaranty Canada, headquartered in Toronto, is the second largest private mortgage insurance provider in Canada with assets of C$274 million and total equity of C$127 million as of September 30, 2009. The transaction is subject to the fulfillment of customary closing conditions and receipt of regulatory approval. The Wall Street Journal's Lavonne Kuykendall says the deal follows news last month that Harel Insurance Investments and Financial Services Ltd. agreed to acquire AIG's Israel mortgage insurance business EMI Ltd. for $35.5 million. EMI's net profit for the first three quarters of 2009 was $14.2 million, Harel said. AIG has been selling noncore assets to repay its government bailout. About Teachers' Private Capital Teachers' Private Capital -- http://www.otpp.com/-- is one of the world's largest private equity investors. It is the private investment department of the Ontario Teachers' Pension Plan, the largest single-profession pension plan in Canada. The Ontario Teachers' Pension Plan is an independent corporation responsible for investing the fund and administering the pensions of Ontario's 284,000 active and retired teachers. About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMIDEE 2006: Case Summary & 16 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Amidee 2006 Preferred-Corpus, Ltd. dba The Atrium 14420 W. Sylvanfield Drive, Suite 100 Houston, TX 77014 Bankruptcy Case No.: 10-20007 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Matthew Scott Okin, Esq. Okin Adams & Kilmer LLP 1113 Vine Street, Suite 201 Houston, TX 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 Email: mokin@oakllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 16 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txsb10-20007.pdf The petition was signed by James T. Cook, Jr. AMR CORP: American Airlines Unit Reports December Traffic --------------------------------------------------------- American Airlines reported a December load factor of 80.6%, an increase of 1.4 points versus the same period last year. Traffic decreased 1.6% and capacity decreased 3.3% year over year. Domestic traffic decreased 2.1% year over year on 1.8% less capacity. International traffic decreased by 0.7% relative to last year on a capacity decrease of 5.6%. American boarded 7.1 million passengers in December. About AMR Corporation 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 Corp. reported a net loss of US$390 million for the second quarter of 2009, or US$1.39 per share. At June 30, 2009, the Company had US$24.1 billion in total assets; US$8.2 billion in total current liabilities, US$8.3 billion in long- term debt, less current maturities, US$572 million in obligations under capital leases, less current obligations, US$6.8 billion in pension and postretirement benefits, and US$3.1 billion in other liabilities, deferred gains and deferred credits; resulting in a US$3.0 billion stockholders' deficit. * * * As reported in the Troubled Company reporter on November 4, 2009, Moody's Investors Service assigned a B1 rating to the US$276 million of senior secured notes due August 2016 of American Airlines, Inc., which were privately-placed on July 31, 2009. Moody's is maintaining its other ratings of American and its parent AMR Corporation, including the Caa1 Corporate Family and Probability of Default ratings and the SGL-2 Speculative Grade Liquidity rating. The outlook is stable. AMR CORP: Willing to Invest in JAL Even in Bankruptcy ----------------------------------------------------- Will Ris, in charge of government affairs at American Airlines, told Reuters American is considering sweetening its $1.1 billion investment proposal for Japan Airlines and would be willing to invest in JAL even if it goes into bankruptcy. "We want to be flexible in terms of our ability to enhance our proposal and we have been continually in conversation with Japan Airlines about that," Mr. Ris told Reuters. "We are looking at every possibility to make our proposal more attractive," he said. According to Mr. Ris, "We are OK either way and what we want to do is position ourselves so that we can act very quickly depending on which scenario takes place and make our capital investment available at that time." The state-backed Enterprise Turnaround Initiative Corp of Japan has proposed a bankruptcy procedure as the most transparent way to restructure JAL, and is now in the process of convincing creditors, sources have told Reuters. As reported by the Troubled Company Reporter on January 5, 2010, The New York Times' DealBook said Haruka Nishimatsu, the president of Japan Airlines, told The Asahi Shimbun newspaper he preferred Delta Air Lines as the carrier's overseas partner to American Airlines. 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 the ETIC. "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 NY Times, citing Kyodo news agency, reported the Japanese government has 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 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. ANGELO MELVIN COOPER: Case Summary & 14 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Angelo Melvin Cooper, Sr. 2092 Clipper Park Road Baltimore, MD 21211 Bankruptcy Case No.: 10-10120 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: David W. Cohen, Esq. Law Office of David W. Cohen 1 N. Charles St., Ste. 350 Baltimore, MD 21201 Tel: (410) 837-6340 Email: dwcohen79@jhu.edu 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 $1,230,783, and total debts of $1,473,472. A full-text copy of the Debtor's petition, including a list of its 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb10-10120.pdf The petition was signed by Angelo Melvin Cooper, Sr. APPLIED SOLAR: Quercus Trust Sells Stake to Joseph Bartlett ----------------------------------------------------------- The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum as trustees of Quercus Trust, disclose that they no longer own shares of Applied Solar Inc. common stock. On December 21, 2009, Quercus Trust and Joseph P. Bartlett -- an attorney and the sole shareholder of The Law Offices of Joseph P. Bartlett, a Professional Corporation -- entered into a Securities Purchase Agreement, pursuant to which Quercus Trust disposed of these securities for a total sales price of $100: (i) Warrant to purchase up to 232,643,678 shares of Common Stock with an exercise price of $0.087 per share and expiration date of 9/19/2010; (ii) Warrant to purchase up to 17,467,876 shares of Common Stock with an exercise price of $0.087 per share and expiration date of 9/19/2014; (iii) Warrant to purchase up to 3,577,891 shares of Common Stock with an exercise price of $0.087 per share and expiration date of 10/30/2015; (iv) Warrant to purchase up to 3,653,564 shares of Common Stock with an exercise price of $0.087 per share and expiration date of 6/3/2015; (v) Warrant to purchase up to 847,655 shares of Common Stock with an exercise price of $0.087 per share and expiration date of 6/10/2015; (vi) Warrant to purchase up to 235,000,000 shares of Common Stock with an exercise price of $0.067 per share and expiration date of 9/18/2015; (vii) Warrant to purchase up to 15,123,300 shares of Common Stock with an exercise price of $0.067 per share and expiration date of 10/5/2011; (viii) Warrant to purchase up to 15,123,300 shares of Common Stock with an exercise price of $0.067 per share and expiration date of 1/15/2012; and (ix) Convertible Note dated 9/19/2007 in the principal amount of $20,000,000 with a conversion price of $0.087. The Trust ceased to be beneficial owners of more than 5% of the outstanding shares of Common Stock. Mr. Bartlett as of December 21 beneficially owns 753,322,321 shares of Applied Solar Common Stock. The Securities represent 84.8% of the total outstanding shares of Common Stock -- based on 134,642,515 shares of Common Stock as reported on Applied Solar's 10-Q filed with the SEC on April 20, 2009, and after giving effect to the exercise and conversion of the Securities. Mr. Bartlett has sole voting and dispositive power with respect to his beneficial ownership of 753,322,321 shares of Common Stock. About Applied Solar Inc. Applied Solar, Inc., was a "next-generation" solar energy company. The Company developed, commercialized and licensed clean energy solutions, innovative solar products and energy management applications. Applied Solar was formerly known as Barnabus Energy Inc., Barnabus Enterprises Inc. and Open Energy Corporation. Applied Solar Inc. and its affiliate Solar Communities I LLC filed for Chapter 11 on July 24 (Bankr. D. Del. Lead Case No. 09-12623). Katherine J. Clayton, Esq., represents the Debtors as counsel. In its petition, the Debtor listed between $1 million and $10 million in assets, and between $10 million and $50 million in debts. Chapter 11 debtor Applied Solar is now known ASI Liquidating Co., following the 11 U.S.C. Sec. 363 sale of its assets to The Quercus Trust. ARET KOCOGLU: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Aret Kocoglu 3833 Paseo Higalgo Malibu, CA 90265 Bankruptcy Case No.: 10-10070 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Stephen F. Biegenzahn, Esq. 4300 Via Marisol, Ste 764 Los Angeles, CA 90042-5079 Tel: (213) 617-0017 Fax: (480) 247-5977 Email: efile@sfblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Aret Kocoglu. AUTO SPA PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Auto Spa Properties of Canton, LLC P.O. Box 4428 Canton, GA 30114 Bankruptcy Case No.: 10-60374 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: William L. Rothschild, Esq. Ellenberg, Ogier, Rothschild & Rosenfeld 170 Mitchell Street, S.W. Atlanta, GA 30303-3424 Tel: (404) 525-4000 Email: br@eorlaw.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 Steve Anderson. AVISTAR COMMUNICATIONS: James Zeigon Steps Down as Director ----------------------------------------------------------- Avistar Communications Corporation said James W. Zeigon has stepped down from his position as an Avistar board member. Mr. Zeigon was an appointed board member on June 2, 2004, and has played an important role in shaping Avistar's strategy while providing the support needed to grow the company. His experience as a business leader and respected individual within the financial services community helped Avistar address the needs of the financial services industry, while building a business focused on addressing the emerging unified visual communications market. Dr. Gerald J. Burnett, Avistar Chairman, said, "We were delighted when Jim accepted our offer to join the Avistar board back in 2004. He has been instrumental in helping Avistar grow during a very challenging period in its history. Jim's contribution to the company's success is immeasurable and he leaves Avistar having helped make the company stable and empowered to succeed in the quickly expanding visual communications market. Jim is stepping down to focus on his personal endeavors and other board interests. We wish Jim all the best and thank him for his years of dedicated service on 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. BCM MAJESTIC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: BCM Majestic Corporation 1755 Wittington Place, Suite 340 Dallas, TX 75234 Bankruptcy Case No.: 10-30142 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: John P. Lewis, Jr., Esq. Law Office of John P. Lewis, Jr. 1412 Main St. Ste. 210 Dallas, TX 75202 Tel: (214) 742-5925 Fax: (214) 742-5928 Email: jplewisjr@mindspring.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Ronald F. Akin, CFO, president of the company. BEAZER HOMES: Reports New Home Orders and Closings for Dec. Qtr --------------------------------------------------------------- Beazer Homes USA, Inc., on Tuesday released preliminary unit net orders and closings from continuing operations for the quarter ended December 31, 2009. New Orders (Units) For the Quarter Ended December 31, 2009 2008 % Change ---- ---- -------- West 357 253 41.1% East 274 201 36.3% Southeast 97 79 22.8% ---- ---- -------- Total 728 533 36.6% Closings (Units) For the Quarter Ended December 31, 2009 2008 % Change ---- ---- -------- West 406 439 -7.5% East 388 271 43.2% Southeast 167 180 -7.2% ---- ---- -------- Total 961 890 8.0% About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." At September 30, 2009, Beazer had $2,029,410,000 in total assets, including $507,339,000 in cash and cash equivalents, against $1,832,855,000 in total liabilities, resulting in $196,555,000 in stockholders' equity. Beazer had $374,851,000 in stockholders' equity at September 30, 2008. * * * Beazer carries S&P's "CCC" corporate credit rating and "D" senior unsecured notes rating. On August 18, 2009, S&P lowered the Company's corporate credit rating to SD (selective default) and lowered the rating of the Company's senior unsecured notes from CCC- to D following the Company's repurchase of $115.5 million of its senior unsecured notes on the open market at a discount to face value, which S&P determined to constitute a de facto restructuring under its criteria. Beazer carries Moody's "Caa2" probability of default rating to the Company and "Caa2" senior notes rating. On March 12, 2009, Fitch lowered Beazer's issuer-default rating from "B-" to "CCC" and its senior notes from "CCC+/RR5" to "CC/RR5". BEAZER HOMES: To Sell 18MM Shares and $50MM of 2013 Sub Notes ------------------------------------------------------------- Beazer Homes USA, Inc. is commencing concurrent underwritten public offerings of common stock and mandatory convertible subordinated notes. The offerings will include the issuance of 18,000,000 shares of the Company's common stock and $50.0 million aggregate principal amount of mandatory convertible subordinated notes due 2013. In addition, the Company intends to grant the underwriters a 30- day option to purchase up to an additional 15% of the shares and mandatory convertible notes sold to cover over-allotments. Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are serving as the joint book-running managers for the offerings, Deutsche Bank Securities Inc. and UBS Securities LLC will serve as joint lead managers and Moelis & Company LLC will serve as co-manager. The Company intends to use the net proceeds from the offerings to replenish funds used to redeem in full the Company's 8-5/8% Senior Notes due 2011, which the Company will call for redemption prior to the closing of the offerings, and for other general corporate purposes including, without limitation, funding (or replenishing cash that has been used to fund) repurchases of the Company's outstanding senior notes that the Company may make from time to time. The shares and mandatory convertible notes will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3. Preliminary prospectus supplements related to the offerings will be filed with the Securities and Exchange Commission and will be available on the SEC's website, http://www.sec.gov.Copies of the preliminary prospectus supplements and the accompanying base prospectus related to the offerings may be obtained from: Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (Attention: Prospectus Department; Telephone: 800-831-9146; E-mail: batprospectusdept@citi.com) or Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010 (Telephone: 800-221-1037). About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." At September 30, 2009, Beazer had $2,029,410,000 in total assets, including $507,339,000 in cash and cash equivalents, against $1,832,855,000 in total liabilities, resulting in $196,555,000 in stockholders' equity. Beazer had $374,851,000 in stockholders' equity at September 30, 2008. * * * Beazer carries S&P's "CCC" corporate credit rating and "D" senior unsecured notes rating. On August 18, 2009, S&P lowered the Company's corporate credit rating to SD (selective default) and lowered the rating of the Company's senior unsecured notes from CCC- to D following the Company's repurchase of $115.5 million of its senior unsecured notes on the open market at a discount to face value, which S&P determined to constitute a de facto restructuring under its criteria. Beazer carries Moody's "Caa2" probability of default rating to the Company and "Caa2" senior notes rating. On March 12, 2009, Fitch lowered Beazer's issuer-default rating from "B-" to "CCC" and its senior notes from "CCC+/RR5" to "CC/RR5". BERRY PLASTIC: Inks Deal With Banks to Increase Loan to $500MM -------------------------------------------------------------- Berry Plastics Group Inc. and certain of its subsidiaries entered into an Incremental Assumption Agreement with Bank of America, N.A. and Barclays Bank PLC to increase the commitments under its revolving credit facility by $100 million to a total of $500 million. Additionally, pursuant to the Incremental Agreement, the interest rate on loans under the Revolving Facility was increased by 0.25% for any quarterly period in which quarterly average daily borrowing availability exceeds 75%. The company also obtained consent from the requisite lenders under the Revolving Facility to add a number of subsidiaries of Berry Plastics as borrowers under such facility. Adding the subsidiaries as borrowers allows Berry Plastics to include the assets of those entities in the borrowing base under the Revolving Facility. Prior to the effectiveness of the consent, each of the New Borrowers was already a guarantor of Berry Plastics' and the other borrowers' obligations under the Revolving Facility. About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At June 27, 2009 the Company had 64 production and manufacturing facilities, with 58 located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates in four primary segments: Rigid Open Top, Rigid Closed Top, Flexible Films, and Tapes/Coatings. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. At September 26, 2009, the Company had total assets of $4.401 billion against total liabilities of $4.079 billion, resulting in stockholders' equity of $321.7 million. Berry Plastics reported a net loss of $26.2 million for the fiscal year ended September 26, 2009, from a net loss of $101.1 million for fiscal year ended September 27, 2008, and net loss of $116.2 million for fiscal year ended September 27, 2008. * * * As reported by the Troubled Company Reporter on June 10, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Berry Plastics Group to 'B-' from 'SD' and the senior unsecured debt rating to 'CCC' from 'D'. The recovery ratings on Group's senior unsecured debt remain unchanged at '6', indicating S&P's expectation for negligible recovery (0% to 10%) in a payment default. S&P affirmed all its ratings on Group's wholly owned operating subsidiary Berry Plastics Corp. The outlook is stable. BILL HEARD: Top Hat Plan Rabbi Trust Asset of the Estate -------------------------------------------------------- WestLaw reports that assets in a rabbi trust established by a Chapter 11 debtor for the purpose of setting aside deferred compensation amounts to which certain key employees were entitled under their top hat plans, which assets, pursuant to the express terms of the trust instrument, were subject to the claims of the debtor's general creditors in the event of insolvency, were included in the "property of the estate." They were not excluded under a statutory exclusion for any amount "withheld by an employer from the wages of employees" for payment as contributions to an employee benefit plan or "received by an employer from employees" for payment as contributions to such a plan. Under the terms of the top hat plans, the key employees had no present entitlement to funds contributed to the trust, so that these funds were "withheld" from employees' wages nor "received" from employees, within meaning of 11 U.S.C. Sec. 541(b)(7). In re Bill Heard Enterprises, Inc., --- B.R. ----, 2009 WL 3765393 (Bankr. N.D. Ala.). About Bill Heard Enterprises Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc. -- http://www.billheardhuntsville.com/-- was one of the largest Chevrolet dealers in the United States. The company and 17 of its affiliates filed for Chapter 11 protection (Bankr. N.D. Ala. Case No. 08-83028) on Sept. 28, 2008. Derek F. Meek, Esq., at Burr & Forman, LLP, represents the Debtors in their restructuring efforts. An official committee of unsecured creditors has been appointed in the bankruptcy cases. Kilpatrick Stockton LLP represents the Committee. When the Debtors filed for protection from their creditors, they estimated their assets and debts at more than $500 million. BLUE HERON: Drop in Revenue Prompts Chapter 11 Filing ----------------------------------------------------- Matthew Graham at the Oregon City News, citing papers filed with the court, says Blue Heron Paper Company filed for Chapter 11 bankruptcy after its revenue dropped to $107 million in 2009 from $150 million last year. The Company owes about $14.8 million in loan to Wells Fargo Bank; $1 million, Oregon Department of Energy; and $4.4 million, Sempra Energy Solutions, Mr. Graham notes. Blue Heron Paper Company -- http://www.blueheronpaper.com/ -- produces newsprint, and high bright and heavyweight groundwood specialty printing papers. Blue Heron Paper Company filed for Chapter 11 on Dec. 31, 2009 (Bankr. D. Ore. Cse No. 09-40921). Brandy A. Sargent, Esq., represents the Debtor in its restructuring effort. The petition says that assets and debts both range from $10,000,001 to $50,000,000. CAPITAL GROWTH: Inks Asset Purchase Deal With Global Telecom ------------------------------------------------------------ Capital Growth Systems Inc., Global Capacity Group Inc. and Global Capacity Direct, LLC (fka Vanco Direct USA, LLC) entered into an asset purchase agreement for the assignment of certain off network circuit contracts with Global Telecom & Technology Americas Inc. Under the APA, the companies agreed to assign and otherwise transfer to Global Telecom (a) certain service level agreements between GCG or Vanco and certain customers under which GCG or Vanco agreed to provide such Customers with point-to-point circuits for the transmission of data; (b) all rights under such Customer Contracts; (c) copies of all books and records in the Sellers' possession relating the Customer Contracts; and (d) any deposits previously provided to the companies. The Customer Contracts represent an aggregate of approximately $2,153,000 of monthly recurring revenue and approximately $535,000 of monthly recurring margin. None of the subject Customer Circuits comprises any of the Companies' core business known as "One Market Place." In exchange for the Purchased Assets, the companies agreed to pay Global Telecom an aggregate purchase price of $8,000,000, provided that all of such Customer Contracts are duly assigned, with the purchase price to be reduced on a ratable basis with respect to any Customer Contracts that are not assigned. The APA also provides Sellers the right to substitute in additional Customer Contracts that are generated through the Closing Date to the extent that the currently scheduled Customer Contracts are generated prior to the outside date for closing of the APA. As of the date of the APA, the scheduled Customer Contracts presently represent approximately $7,844,000 of purchase price amount according to the gross margin formula utilized by Sellers and the Buyer. The APA calls for an "Initial Closing" on such date as not less than 75% of the Customer Contracts are ready for assignment, subject to satisfaction of additional closing conditions set forth below. The APA contemplates that, to the extent that not all of the Customer Contracts are assigned at the Initial Closing, additional closings can be held until the outside date, as additional consents are provided andr additional Customer Contracts are added. The Global Telecom is entitled to a credit against the purchase price payments for the amount of any payments applied to satisfy pre-closing liabilities of Sellers to the Suppliers of the circuits, and to the extent of any deposit liabilities of Sellers assumed by the Buyer with respect to deposits funded on Customer Contracts. The APA provides that all revenues and liabilities associated with each Customer Contract up to the Closing Date for the assignment of that Customer Contract shall inure to the Sellers and following the Closing, to the Buyer. Going Concern At September 30, 2009, the Company had total assets of $50,008,000 against total liabilities of $81,513,000, resulting in shareholders' deficit of $31,505,000. At December 31, 2009, the Company had shareholders' deficit of $1,797,000. The Company said its net working capital deficiency, recurring operating losses, and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. However, the successful delivery on major customer contracts entered into since mid-2008 and continued success in closing these types of contracts are expected to move the Company into profitability. In addition to those new contracts, Management believes that the inclusion of VDUL's business and cash flows will have a positive impact on future results. At the same time, expenses are managed closely and lower-cost outsource opportunities are given case-by-case consideration. Notwithstanding, the Company continues to find support among its shareholders and other investors, as evidenced by the $5.6 million and $35.8 million financing completed in 2009 and 2008. This capital was used to fund the VDUL acquisition, to strengthen its core logistics business model, and to support existing operations. About Capital Growth Capital Growth Systems, Inc., and its subsidiaries operate in one reportable segment as a single source telecom logistics provider in North America and the European Union. The Company helps customers improve efficiency, reduce cost, and simplify operations of their complex global networks -- with a particular focus on access networks. CAPMARK FINANCIAL: Seeks to Halt Court Fight With Hedge Funds ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Capmark Financial Group Inc. asked a bankruptcy judge to temporarily halt a New York court fight between a Deutsche Bank AG unit and hedge funds owed $800 million, and move the case to Delaware, where the bankruptcy is pending. Capmark claims the New York lawsuit would distract managers from reorganizing the company. According to the report, the hedge funds, which include Perry Partners LP, TPG Credit Strategies Fund LP and Aurelius Capital Masters Ltd., sued Deutsche Bank in October. The hedge funds claim Deutsche Bank changed the terms governing Capmark's unsecured notes to allow Capmark to issue $1.5 billion in new, collateralized senior debt. This damaged the hedge funds because the new debt would be repaid before the $800 million in notes. 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: Hits Back Against Noteholder Action ------------------------------------------------------ Law360 reports that Capmark Financial Group Inc. struck back Tuesday against a group of noteholders, seeking to block its claim that the insertion of three words in a contract amounted to a critical change in the terms of some of the $2.55 billion in unsecured notes Capmark issued in 2007. 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: Goldman a "Substantial Equity Shareholder" ------------------------------------------------------------- Goldman Sachs Group, Inc., disclosed in a Court filing that it is a substantial equity shareholder with respect to the equity securities of Capmark Financial Group Inc. As of December 17, 2009, Goldman indirectly beneficially owned shares of the CFGI Stock, the amount of which Goldman did not disclose. 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: Panel Wins Nod to Hire Kramer Levin as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in Capmark Financial Group Inc.'s cases obtained permission from the Bankruptcy Court to retain Kramer Levin Naftalis & Frankel LLP as its counsel, effective as of November 2, 2009. In addition to acting as primary spokesman for the Committee, Kramer Levin will assist, advise and represent the Committee with respect to: (a) the administration of the Chapter 11 cases and the exercise of oversight with respect to the Debtors' affairs including all issues in connection with the Debtors, the Committee, and the Chapter 11 Cases; (b) the preparation on behalf of the Committee of necessary applications, motions, memoranda, orders, reports and other legal papers; (c) appearances in Court and at statutory meetings of creditors to represent the interests of the Committee; (d) the negotiation, formulation, drafting and confirmation of a plan or plans of reorganization and related matters, including the negotiation of any "Section 363" sales of any of the Debtors' assets; (e) the investigation, if any, as the Committee may desire concerning, among other things, the assets, liabilities, financial condition, sale of any of the Debtors' businesses, and operating issues concerning the Debtors that may be relevant to the Chapter 11 Cases; (f) communications with the Committee's constituents and others at the direction of the Committee in furtherance of its responsibilities, including, but not limited to, communications required under Section 1102 of the Bankruptcy Code; and (g) the performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of other services as are in the interests of those represented by the Committee. Kramer Levin will be paid pursuant to the firm's standard hourly rates. It is anticipated that these professionals will represent the Committee: Professional Rate/Hour ------------ --------- Thomas Moers Mayer $930 Kenneth Kopelman $835 Amy Caton $680 Joshua Brody $635 Sarah Schindler-Williams $485 Joseph Shifer $485 Andrew Nick $385 Lauren Wierman $275 The firm will also be reimbursed for its out-of-pocket expenses including, among others, word processing, secretarial time, telecommunications, photocopying, postage and package delivery charges, court fees, transcript costs, travel expenses, expenses for "working meals" and computer-aided research. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. * * * The U.S. Trustee provided informal comments in connection with the Application. At a November 10, 2009 hearing, the Court entered an oral ruling denying the retention of Kramer Levin Naftalis & Frankel LLP under Section 328(a) of the Bankruptcy Code. Accordingly, the Committee delivered to the Court a revised form of proposed order seeking approval of Kramer's retention solely under Section 1103 of the Bankruptcy Code. The Application was approved following the submission of the revised proposed order. 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) CATHOLIC CHURCH: Creditors Oppose Delay of Abusers List Posting --------------------------------------------------------------- The Diocese of Davenport asked the U.S. Bankruptcy Court for the Southern District of Iowa to reconsider the Court's minute order dated October 9, 2009, which requires the Diocese to post a list on its Web site of "23 accused abusers for whose acts claims were paid." D. Michl Uhde and other undisclosed and confidential creditors filed an opposition to the Diocese of Davenport's request to reconsider the U.S. Bankruptcy Court for the Southern District of Iowa's minute order dated October 9, 2009, which requires the Diocese to post a list on its Web site of "23 accused abusers for whose acts claims were paid." Representing the objecting creditors, Craig Levien, Esq., at Betty, Neuman & McMahon, P.L.C., in Davenport, Iowa, tells the Court that he represented the underage individual, who Msgr. Drake Shaffer was found to have improper contact with by the Lay Review Board. Mr. Levien contends that he was never advised when the trial occurred nor was his client ever invited to attend and testify at the trial. Throughout its request for reconsideration, the Diocese cites Canon Law, Mr. Levien relates. He argues that Canon Law has no application and no authoritative significance to the Bankruptcy Court. He points out that that the Court has sole and exclusive jurisdiction to order the Diocese to produce the necessary documents to help insure the horrific abuse of children by the Diocesan clergy does not occur. "It is of no value to the Court to cite 'Cannon Law' as it would be of no value for any private organization to cite its own internal rules and regulations and use those to attempt to prevent the Court from doing what is necessary and what is within the sole jurisdiction of the Bankruptcy Court," Mr. Levien says. He adds that the Diocese continues to engage in "blaming the victim," by suggesting that since Steve Alex did not previously obtain counseling, the Diocese should not be responsible for that counseling. The Court properly found an ambiguity in the Diocese's Plan of Reorganization and ordered that counseling be provided, and that the extent of the counseling and costs be reviewed in one, Mr. Levien asserts. Hence, he insists, there is no reason to further review that order and it should be reaffirmed. Diocese and Berger Stipulate The Diocese of Davenport and its settlement trustee, Robert L. Berger, submit to the U.S. Bankruptcy Court for the Southern District of Iowa for consideration a stipulation regarding a Court-ordered deadline. The Diocese and Mr. Berger ask the Court to extend to January 22, 2010, the deadline by which they should file a consensus report fine-tuning the non-monetary undertakings, or Mr. Berger, with input from the creditors' attorney, will file a list of proposals regarding the performance and effectiveness of the undertakings. The Diocese will file a response to the proposals by February 12, 2010. The Diocese and Mr. Berger previously sought and obtained the Court's approval of their stipulation to extend the dates to December 22 and January 15, 2010. About Diocese of Davenport The Diocese of Davenport in Iowa filed for chapter 11 protection (Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006. Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the Davenport Diocese in its restructuring efforts. Hamid R. Rafatjoo, Esq., and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones & Weintraub LLP represent the Official Committee of Unsecured Creditors. In its schedules of assets and liabilities, the Davenport Diocese reported $4,492,809 in assets and $1,650,439 in liabilities. The Court approved on April 3, 2008, the Diocese of Davenport's second amended disclosure statement explaining its joint plan of reorganization. The Committee is a proponent to the plan, which was confirmed on April 30, 2008. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Rouse Objects to Closing of Portland's Cases ------------------------------------------------------------- Judge Elizabeth L. Perris ruled that the Archdiocese's Chapter 11 case is closed effective December 16, 2009, unless, on or before December 15, an interested party files an objection to the closing. To recall, the bankruptcy case of the Archdiocese of Portland in Oregon was reopened on February 15, 2009, for the limited purpose of resolving Erin K. Olson's request to unseal Docket Nos. 4765 and 4766, and the Archdiocese's request to appoint a special master and alternative request to defer protective order issue pending outcome of arbitration, and request to preserve confidentiality. Ronald Rouse filed an objection to the closing, and is asking the United States Bankruptcy Court for the District of Oregon for more time to object "due to the bias nature and disparities of how minority class members were treated different against civil and constitutional rights." He adds that evidence of the case aides in further proceedings involving the case, which will also be used in another civil action. As previously reported, Judge Elizabeth L. Perris ruled that the case is closed effective December 16, 2009, unless an interested party files an objection to the closing. The bankruptcy case of was reopened on February 15, 2009, for the limited purpose of resolving Erin K. Olson's request to unseal Docket Nos. 4765 and 4766, and the Archdiocese's request to appoint a special master and alternative request to defer protective order issue pending outcome of arbitration, and request to preserve confidentiality. On July 13, 2009, those requests were resolved by the Bankruptcy Court's entry of its order lifting protective order, lifting the seal on filed documents, and authorizing the release of deposition transcripts. Father M. and Father D. subsequently filed a notice of appeal of the Lift Order, and also a request to extend time for filing notice of appeal. On August 11, 2009, the Bankruptcy Court entered its order allowing request to extend. The appeal is currently pending in the United States District Court for the District of Oregon. The Bankruptcy Court subsequently heard and overruled Mr. Rouse's objection and denied his request. Accordingly, the Archdiocese's bankruptcy is re-closed. About Archdiocese of Portland The Archdiocese of Portland in Oregon filed for Chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. The Court approved the Debtor's disclosure statement explaining its Second Amended Joint Plan of Reorganization on February 27, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Spokane Trustee Wants to Pay Future Claims ----------------------------------------------------------- The Plan Trustee of the Catholic Bishop of Spokane, also known as The Catholic Diocese of Spokane, asks authority from the United States Bankruptcy Court for the Eastern District of Washington to either (i) make payment of future claims approved by the Tort Claims Reviewer, but the subject of dispute regarding their qualification of payment, or (ii) delay payment beyond the 30-day period required by the Diocese's Confirmed Plan of Reorganization. The current request is based on the request to seal documents and pleadings relating to future tort claimants in the bankruptcy case filed by the Reorganized Debtor, and by the Plan. The underlying request in the Motion to Seal will challenge certain decisions of the TCR regarding Future Tort Claims to be paid by the Plan Trustee. David S. Kerruish, Esq., at David S. Kerruish, P.S., in Seattle, Washington, relates that the Confirmed Plan provides for a means by which persons, whose claims were not resolved by the initial tort claims review and resolution process, to present their claims to the TCR or to the court and obtain compensation for their injuries from the Future Tort Claims Fund administered by the Plan Trustee. For a claim to be compensated as a Future Tort Claim, and the person making the claim to become a qualified Future Tort Claimant, a determination of the qualification of both the claim and the claimant must be made according to the terms of the Plan. Future Tort Claims are determined by one of three processes, a "FTC Compromise Process" or "FTC Matrix Process," both administered by the TCR, or by litigation in the U.S. District Court for the Eastern District of Washington. The validity of Future Tort Claims, which are the subject of the current dispute are only those claims resolved by the TCR; litigation claims are not at issue. The confusion over the allowance of a Future Tort Claim lies in the initial determination of a Future Tort Claimant, and the references to "holder of Future Tort Claim" contained in the Plan. If the TCR determines that an individual is a Future Tort Claimant, and is entitled to allowance of a Future Tort Claim, but the Reorganized Debtor contends that the individual fails to qualify as a Future Tort Claimant and is not entitled to assert a Future Tort Claim for consideration by the TCR, then the jurisdiction of the Plan Trustee to make payment of any award made by the TCR is in question, Mr. Kerruish says. When the Plan Trustee acts to make payment under the Plan, the recipient of a payment must qualify for receipt of payment under the terms of the Plan, and a person, who fails to qualify as a Future Tort Claimant may, according to the Reorganized Debtor, not be entitled to consideration of the Future Tort Claim by the TCR at all. In other words, Mr. Kerruish questions, if a claimant does not qualify to become a "Future Tort Claimant" by definition, can the TCR exercise her discretion to order payment, based upon the TCR's own interpretation of the claimant's qualification to participate in the Plan? The answer to the question is critical to the Plan Trustee, because once funds are paid out by the Plan Trustee to the claimant at the TCR's instructions, the funds cannot reasonably be retrieved if the Reorganized Debtor later obtains an order of the Bankruptcy Court determining that the individuals that the TCR determined are entitled to compensation were not actually qualified to receive the compensation awarded, Mr. Kerruish contends. He asserts that the Plan Trustee may risk liability for a payment made to a claimant who, according to the Reorganized Debtor's position, did not hold a qualified future claim within the scope of the Plan. He notes, however, that the Plan Trustee is protected from liability for acts undertaken within the scope of the Plan Trust Agreement but it is unclear whether the Reorganized Debtor could seek to hold the Plan Trustee liable to the Reorganized Debtor for payment of funds from the FC Fund to someone later determined by the court to not be qualified to receive funds from the FC Fund. If there are funds remaining in the FC Fund when the period for consideration of Future Tort Claims has passed, the FC Fund may be returned to the Reorganized Debtor; therefore, the Reorganized Debtor is a remainder beneficiary of the FC Fund, with an interest in the preservation of the FC Fund. Accordingly, the Plan Trustee asks the Bankruptcy Court to choose between two alternatives -- authorizing the Plan Trustee to make payment as required by the Plan's 30-day payment timeline for Future Tort Claims, or excusing the Plan Trustee from the 30-day limit and directing delay of payment until the dispute between the Reorganized Debtor and the TCR is resolved. Diocese Responds In its response, the Diocese says that an order staying distributions to Future Tort Claimants is supported by Sections 105(a) and 1142(b) of the Bankruptcy Code, and that staying payments is the most practical resolution of the Plan Trustee's Motion to Pay. If the Bankruptcy Court authorizes payment to be made according to the 30-day deadline in the Plan, and then finds that the Plan was improperly implemented regarding Future Tort Claims, all of the interested parties, including the Plan Trustee, the Diocese, and qualifying Future Tort Claimants will be substantially and irreparably prejudiced, Gregory J. Arpin, Esq., at Paine Hamblen LLP, in Spokane, Washington, tells the Bankruptcy Court. He notes that the Plan Trustee would, then, be required to recover the funds from the Future Tort Claimants, who received payments on claims that should not have been allowed under the provisions of the Plan. Mr. Arpin contends that erroneous payments may not be recoverable, and the FC Fund may be permanently diminished. He adds that if litigation is necessary to recover distributions, it appears that the Plan would authorize the party that successfully recovers improper distributions to be reimbursed for attorney fees and costs, which would further diminish the FC Fund. The Diocese, therefore, asks the Bankruptcy Court to authorize the Plan Trustee to delay payment on those Future Tort Claims allowed by the TCR where there is an issue as to whether the Plan has been properly administered, and the Diocese's request to enforce Plan and for injunctive relief can be resolved. About The Diocese of Spokane The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed Spokane's second amended joint plan. That plan is effective May 31, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Has Official Shareholders' Committee --------------------------------------------------- Chemtura Corp. has an official shareholders' committee with seven members appointed by the U.S. Trustee. These equity holders have been appointed to the Committee: 1. 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 2. Kwok S. Wong 25-16 Murray Street Flushing, New York 11354 Tel. No. (718) 539-5914 3. Canyon Capital Advisors 2000 Avenue of the Stars 11th Floor Los Angeles, California 90067 Attention: Raj V. Iyer Tel. No. (310) 272-1140 4. 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 5. Michael Flynn 2181 Fox Chase Lawrenceville, Georgia 30043 Tel. No. (770) 318-4771 6. Pete Esmet 422 E. 8th Avenue Conshohocken, Pennsylvania 19428 Tel. No. (856) 371-6118 7. R.B. Huntly and O. M. Huntly 2605-55 Charles Street, W Toronto, Ontario M5S2W9, Canada Tel. No. (416) 929-2002 About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Says Sales Declined 4% Year-Over-Year --------------------------------------------------- Chrysler Group on Tuesday reported that December 2009 sales increased 36% compared with November 2009 and 20 of 24 vehicles posted sales increases for the same time period. Chrysler Group reported total U.S. sales for December of 86,523 units. Sales increased 36% month-over-month and declined 4% year- over-year. The company finished the year with 931,402 units sold, a decline of 36% compared with 2008. Inventory is down 55% compared with December 2008, with 178,538 units in inventory, representing a 58-day supply. Overall industry figures for November are projected to come in at an estimated 11.3 million SAAR. December Brand U.S. Sales Highlights * 11 Chrysler Group Vehicles saw year-over-year sales increases in December: -- Dodge car brand sales increased 25% compared with December 2008 -- Dodge Caliber (up 83%, 5,389 units), Avenger (up 85%, 3,799 units), Charger (up 16%, 6,273 units), Journey (up 61%, 6,872 units) and Grand Caravan (up 24%, 8,563 units) all increased sales compared with December 2008 -- Chrysler 300 (up 20%, 4,452 units), Sebring Sedan (up 19%, 3,500 units), Sebring Convertible (up 47%, 937 units) and Town & Country minivan (up 4%, 8,465 units) increased versus December 2008 -- Jeep Patriot (up 6%, 2,759 units) and Liberty (up 2%, 4,609 units) sales increased year-over-year * 20 of 24 Chrysler Group vehicles posted December sales increases versus November 2009: -- Jeep brand sales increased 36% compared with the previous month -- Jeep: The entire Jeep lineup posted month-over-month increases. Wrangler, Liberty, Compass, Patriot, Grand Cherokee and Commander improved sales compared with November -- Chrysler brand sales increased 79% compared with November 2009 -- Chrysler Sebring Sedan, Sebring Convertible, 300, PT Cruiser and Town & Country had month-over-month sales Increases -- Dodge car brand sales increased 43% compared with November 2009 -- Dodge: Caliber, with an all-new interior for 2010, Avenger, Charger, Challenger, Viper, Journey, Caravan and Nitro posted month-over-month increases -- Ram Brand sales increased 14% and the award-winning Ram pickup sales increased 23% versus November 2009 * In December, overall Mopar U.S. net sales increased 8% compared with November 2009. Compared to the same time period last year, service contracts per new unit sold increased 9%. Last month, in conjunction with the dealership network, Mopar officially opened its eStore for business at http://www.mopar.com, offering customers more than 100,000 parts and accessories on-line Incentives Chrysler Group on Tuesday announced "Zero Percent Financing" for almost all 2010 model year vehicles and the expansion of its "Invest in America" partnership with more than 90 million Credit Union members in the United States. The Credit Union member- preferred pricing program has been expanded to include all 2010 model year vehicles. The incentives are valid through March 1, 2010. Chrysler Brand Beginning Tuesday, consumers purchasing Chrysler brand vehicles can choose 0% financing for up to 60 months or 1.9% financing for 72 months through GMAC Financial Services, or consumer cash of up $3,000. In addition, consumers who purchase a Chrysler 300 can receive "no charge" all-wheel drive. Also, consumers who purchase a Chrysler 300 can choose a "no charge" HEMI engine in lieu of consumer cash or 0% financing. Jeep Brand Starting Tuesday, consumers who purchase a Jeep brand vehicle can choose 0% financing for up to 60 months or 1.9% financing for 72 months through GMAC Financial Services or consumer cash of up $4,000. Current Jeep owners who purchase a Jeep Liberty, Commander or Grand Cherokee also qualify for $500 owner loyalty bonus cash. Dodge Car Brand Beginning Tuesday, consumers purchasing Dodge brand vehicles can choose 0% financing for up to 60 months or 1.9% financing for 72 months through GMAC Financial Services or consumer cash of up $3,000. In addition, consumers who purchase a Dodge Charger can receive "no charge" all-wheel drive. Also, consumers who purchase a Charger can choose a "no charge" HEMI engine in lieu of consumer cash or 0% financing. Ram Truck Brand Starting Tuesday, consumers who purchase a Ram truck can choose 0% financing for up to 60 months or financing as low as 1.9% for 72 months through GMAC Financial Services or consumer cash of up $3,500. Leasing Chrysler Group is offering attractive lease rates on several products, including: * Jeep Wrangler Sport two-door 4x4 for $229 per month with approximately $2,800 due at signing * Dodge Journey SE for $249 per month with approximately $2,800 due at signing * Chrysler Town & Country LX for $289 per month with approximately $2,900 due at signing * Ram 1500 Quad Cab ST 4x4 for $299 per month with approximately $2,900 due at signing About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. * * * General Motors on Tuesday said GM dealers in the U.S. reported 160,996 retail deliveries in December -- a 7% increase compared to last year, and a 50% increase over last month. Retail sales of Chevrolet, Buick, GMC and Cadillac brands were 146,419 -- up 13% for the month. In total, GM dealers in the U.S. delivered 208,511 vehicles in December. This represents a total sales decline of 6% from the previous year, driven primarily by declines in fleet sales (33%) and in sales of non-core brands (55%). Ford said higher sales in every product category and for every brand propelled the Company to a 33% sales increase in December versus a year ago. Ford cars were up 42%, crossovers were up 51%, sport utilities were up 33%, and trucks and vans were up 18%. Among brands, Ford sales were up 37%, Lincoln sales were up 16% and Mercury sales were up 6%. According to The New York Times' Nick Bunkley, auto industry tracking firm Autodata said Tuesday new-vehicle sales in the United States increased 15% in December. But for the year, foreign and domestic automakers combined sold only about 10.4 million vehicles; that was down 21% from 2008. The Times relates Jesse Toprak, vice president for industry trends and insights at TrueCar.com, a site that tracks sales and pricing, said, "The healing has started, but we're nowhere near fully healthy yet." NY Times says Chrysler fell to fifth place for the full year for the first time, edged out by Honda, whose sales rose 24% in December. NY Times also reports nearly all foreign automakers said their United States sales increased last month when compared with December 2008. According to the Times, sales were up 44% at Kia, 41% at Hyundai, 32% at Toyota, 18% at Nissan and 16% at Volkswagen. Only three automakers -- Hyundai and Kia, which are affiliated, and Subaru -- sold more vehicles in 2009 than they did in 2008, the report notes. The Times reports automakers expect the year ahead to be much less turbulent than 2009. 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. 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) CITADEL BROADCASTING: Hires KCC as Claims & Notice Agent -------------------------------------------------------- Citadel Broadcasting Corp. and its units sought and obtained the Court's authority to employ Kurtzman Carson Consultants LLC as their noticing and claims agent. Randy L. Taylor, the Debtors' chief financial officer, pointed out that although the office of the Clerk of the United States Bankruptcy Court for the Southern District of New York ordinarily would serve notice on the Debtors' creditors and other parties- in-interest and administer claims against the Debtors, the Clerk's Office may not have the resources to undertake the tasks, especially in light of the sheer magnitude of the Debtors' creditor body and the tight timelines that frequently arise in Chapter 11 cases. The Debtors estimate they have more than 10,000 potential creditors. As the Debtors' Noticing and Claims Agent, Kurtzman Carson will perform these services: (a) notifying all potential creditors of the filing of the bankruptcy petitions and of the setting of the first meeting of creditors, pursuant to Section 341(a) of the Bankruptcy Code, under the proper provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure as determined by Debtors' counsel; (b) preparing and serving required notices in the Chapter 11 cases, including: * a notice of the commencement of the Chapter 11 cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; * notices of objections to claims; * notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and * any other miscellaneous notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 cases; (c) maintaining an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (d) providing access to the public for examination of copies of the proofs of claim or proofs of interest filed in the Chapter 11 cases without charge during regular business hours; (e) furnishing a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after the notice and form are approved by the Court; (f) filing with the Clerk's Office an affidavit or certificate of service which includes a copy of the notice, a list of persons to whom it was mailed, and the date and manner mailed, within 10 days of service; (g) docketing all claims received by the Clerk's Office, maintain the official claims registers for each Debtor on behalf of the Clerk's Office, and provide the Clerk's Office with certified duplicate, unofficial Claims Registers on a monthly basis, unless otherwise directed; (h) recording all transfers of claims, pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure, and provide any notices of the transfers required by Rule 3001(e); (i) specifying, in the applicable Claims Register, these information for each claim docketed: * the claim number assigned; * the date received; * the name and address of the claimant and agent, if applicable, who filed the claim; and * the classifications of the claim; (j) relocating, by messenger, all of the actual proofs of claim filed with the Court to Kurtzman Carson, not less than weekly; (k) upon completion of the docketing process for all claims received to date by the Clerk's Office for each case, turn over to the Clerk's Office copies of the Claims Register for the Clerk's Office's review; (l) making changes in the Claims Registers pursuant to a Court Order; (m) maintaining the official mailing list for each Debtor of all entities that have filed a proof of claim, which list will be available upon request by a party-in-interest or the Clerk's Office; (n) assisting with, among other things, solicitation and calculation of votes and distribution as required in furtherance of confirmation of a plan of reorganization; (o) providing any other claims processing, noticing and administrative services as may be requested from time to time by the Debtors; (p) filing with the Court the final version of the Claims Register immediately before the closing of the Chapter 11 cases; (q) 30 days prior to the close of the Chapter 11 cases, an order dismissing Kurtzman Carson will be submitted terminating the services of KCC upon completion of its duties and responsibilities and upon the closing of these cases; and (r) at the close of the case, box and transport all original documents, in proper format, as provided by the Clerk's Office, to the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064. In addition, Kurtzman Carson will assist the Debtors with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) gathering data in conjunction with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; (c) tracking and administration of claims; and (d) performing other administrative tasks pertaining to the administration of the Chapter 11 cases as may be asked by the Debtors or the Clerk's Office. The Debtors gave Kurtzman Carson a $50,000 retainer for services to be performed and expenses to be incurred. The retainer will be an "evergreen retainer." Invoices will be drawn down from the retainer and Kurtzman Carson's payments will then be deposited into the retainer to return the retainer to the original $50,000. The Debtors will pay Kurtzman Carson for its services, expenses and supplies at the rates Kurtzman Carson and in effect on the day the services or supplies are provided and according to Kurtzman Carson's fee structure. Michael J. Frishberg, the vice president of corporate restructuring services of Kurtzman Carson, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC. As financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITIGROUP INC: Files Client Strategy Guide for Jan. 2010 Offerings ------------------------------------------------------------------ Citigroup Inc. filed with the Securities and Exchange Commission a Client Strategy Guide: January 2010 Offerings. A full-text copy of the Client Strategy Guide is available at no charge at: http://ResearchArchives.com/t/s?4ce9 About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITIGROUP INC: Investment Banking Head Gets More Than $9MM in 2009 ------------------------------------------------------------------ The Wall Street Journal's David Enrich reports that Citigroup Inc.'s investment-banking chief John Havens took home more than $9 million in total compensation in 2009, making him the highest- paid employee at Citi. The Journal, citing a regulatory filing by Citigroup, says Mr. Havens's pay package consisted primarily of 2.7 million shares of Citigroup stock, which he received December 30. Those shares, which Mr. Havens is restricted from selling immediately, accounted for his entire bonus and a portion of his salary, the Journal explains. The Journal says the shares were worth $8.97 million based on Citigroup's $3.32 share price on December 30. The shares closed Tuesday at $3.53, up 13 cents, or 3.8%. The Journal says Mr. Havens, a confidant of Citigroup Chief Executive Vikram Pandit, also received a cash salary, but Citigroup hasn't disclosed the amount. The person familiar with the matter said it was less than $500,000. Mr. Enrich says Mr. Havens's pay package is a "far cry" from the nearly $100 million bonanza Citigroup's star energy trader, Andrew Hall, reaped in 2008. Citigroup was forced to sell Mr. Hall's Phibro LLC unit in 2009 under pressure from the Obama administration's pay czar, Kenneth Feinberg. "Pay has been a lightning rod for criticism of Citigroup after the company received $45 billion in bailout funds. Citigroup last month repaid $20 billion of those funds, but the U.S. government remains the company's largest shareholder with a roughly 27% stake," Mr. Enrich says. A person familiar with the matter told the Journal Mr. Feinberg reviewed the structure but not the dollar amount of Mr. Havens's pay package, because the executive wasn't among the 20 highest- paid executives at the time of Mr. Feinberg's review in 2009. The Journal also relates Citigroup's second-highest-paid employee appears to be Manuel Medina Mora, who runs Citigroup's Latin American operations. The Journal says Mr. Medina Mora last week received about 2.55 million shares worth about $8.5 million. He also received a cash salary. Mr. Feinberg didn't review the size of Mr. Medina Mora's 2009 pay package, but he did sign off on its structure, according to the person familiar with the matter, the Journal says. Three other unidentified Citigroup executives were due to receive about $9 million each in total compensation last year, according to a document Mr. Feinberg's office sent to Citigroup last October, the Journal says. According to the Journal, Mr. Pandit agreed last year to accept total compensation of $1 until Citigroup returns to sustained profitability, a hurdle it hasn't cleared yet. About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITY OF GLOVERSVILLE: Moody's Affirms 'Ba1' Rating on Debt ---------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating and removed the negative outlook on the City of Gloversville's (NY) $2.4 million of outstanding long-term general obligation debt secured by the city's unlimited property tax pledge. The rating reflects the city's limited tax base with low income levels (70% of US median) and an above-average poverty rate (19.3% as of 2000 census); manageable debt burden with rapid payout (81.8% retired within 10 years) and no significant borrowing plans; and improved yet still narrow financial position with sales tax exposure (20% of revenues). The removal of the negative outlook reflects new management's effective turnaround of the city's financial position, restoring fund equity and liquidity to positive levels that have been maintained since fiscal 2006. The city's financial position was very narrow and marked by a negative fund balance from at least 1999 to 2005. The city's lowest deficit equity position occurred at the end of fiscal 2002 when General Fund balance was a negative $1.6 million or a negative 16.1% of revenues, based upon unaudited results. The city's finances incrementally improved and a new financial management team (started in 2005) aided in the recovery with larger surpluses occurring in fiscals 2006 and 2007 ($1.1 million and $772,000, respectively). These surpluses restored the city's General Fund balance to $1.4 million or an adequate 10% of revenues as of fiscal 2007 (unaudited). The financial improvement was due to multiple policy and operational changes including: a change in policy effective January 1, 2005, whereby the county now makes the city whole on its property tax levy annually; a revaluation that provided the city with needed property taxing margin (30% available in 2009 vs. 3% in 2007) that management has utilized to raise the levy; an increase in the county's sales tax rate in 2006 resulting in a 0.5% increased allocation to the city; a change in health care plans that yielded savings; favorable union contract settlements; and more conservative budgeting practices. These changes have helped reduce the city's risk profile, yet the current recession has negatively impacted the city's economically sensitive revenues resulting in moderate deficits in fiscals 2008 and 2009 and a $1.8 million funding gap in the 2010 budget, which was recently closed with departmental cuts and elimination of vacant positions, an 8.5% property tax increase, and a $660,000 fund balance appropriation (83% of available fund balance estimated at $800,000 at year-end 2009). Moody's notes that the city remains vulnerable to sales tax shortfalls (20% of revenues), as the local population faces significant economic challenges (three business closed during 2009, resulting in a loss of 1,200 jobs), as well as the likelihood of additional state aid cuts (21% of revenues) in 2010 and 2011, given ongoing state budget pressure and Moody's expectation that economic recovery in New York State (G.O. rated Aa3/stable outlook) will lag that for the nation. Future rating reviews will heavily weigh the city's ability to manage through the current economic downturn, maintain a stable financial position, and grow reserves in-line with budgetary growth. Key Statistics: * 2008 Population: 14,990 (2.7% decrease since 2000) * 2009 Full Valuation: $349 million * 2009 Full Value Per Capita: $23,289 * 1999 Per Capita Income (as % of NY and US): $15,207 (65% and 70%) * 1999 Median Family Income (as % of NY and US): $34,713 (67% and 69%) * Direct Debt Burden: 2.3% * Overall Debt Burden: 5.3% * Payout of Principal (10 years): 81.8% * 2002 General Fund balance (unaudited): -$1.6 million (-16.1% of General Fund revenues) * 2005 General Fund balance (unaudited): -$670,000 (-5.5% of General Fund revenues) * 2007 General Fund balance (unaudited): $1.4 million (10% of General Fund revenues) * Parity rated G.O. Debt Outstanding: $2.4 million The last rating action was on October 31, 2005, when Moody's downgraded the City of Gloversville's, (NY) general obligation debt to Ba1 from Baa3 and assigned a negative outlook. CLASSIC SLEEP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Classic Sleep Products, Inc. 8214 Wellmoor Court Jessup, MD 20794 Bankruptcy Case No.: 10-10077 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Nancy V. Alquist Debtor's Counsel: Michael J. Lichtenstein, Esq. Shulman Rogers Gandal Pordy & Ecker, PA 12505 Park Potomac Avenue, 6th Floor Potomac, MD 20854 Tel: (301) 230-5231 Fax: (301) 230-2891 Email: mjl@shulmanrogers.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 $2,740,184 and total debts of $8,793,155. 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/mdb10-10077.pdf The petition was signed by Michael Zippelli, president and CEO of the Company. CLEAR CHANNEL: Names Ex-WaMu Exec Tom Casey as CFO -------------------------------------------------- In connection with an employment agreement between Clear Channel Communications, Inc., and Tom Casey, Mr. Casey, 47, became the Chief Financial Officer of Clear Channel Communications, effective as of January 4, 2010. Previously, Mr. Casey served as Executive Vice President and Chief Financial Officer of Washington Mutual Inc. until October 2008. Prior thereto, Mr. Casey served as Vice President of General Electric Company and Senior Vice President and Chief Financial Officer of GE Financial Assurance since 1999. Pursuant to the terms of Mr. Casey's employment agreement, he will receive certain payments upon his termination. Upon Mr. Casey's termination for any reason, he will receive accrued salary benefits and payments under applicable employee benefit plans. If Mr. Casey's employment is terminated due to death or Disability, then Mr. Casey would also receive any unpaid annual bonus amount from the prior year. If Mr. Casey's employment is terminated due to Disability, then Mr. Casey would receive an additional amount equal to a pro rata portion of his annual bonus amount from the current year. Mr. Casey may also receive his unpaid annual bonus amount from the prior year, a pro rata portion of his annual bonus amount from the current year, a severance payment equal to 1.5 times the sum of Mr. Casey's annual base salary plus his target bonus for such year paid in periodic equal installments over an 18-month period and, for terminations occurring in calendar years 2010 through 2013, an additional equity value preservation payment, in each case in the event he terminates his own employment for good reason or is terminated without cause and not because of disability and, in connection with such termination, he provides certain releases. Mr. Casey may receive any unpaid bonus amount from the prior year if he terminates his own employment without good reason. In addition, pursuant to an employment agreement between Clear Channel Management Services, Inc., and Robert H. Walls, Jr., Mr. Walls, 49, became the Executive Vice President, General Counsel and Secretary of Clear Channel Communications, effective as of January 1, 2010. Mr. Walls served as the Managing Director and founding partner of Post Oak Energy Capital, LP, a private investment firm, since 2005. Prior thereto, Mr. Walls was employed by Enron Corp. beginning in 1992 and most recently in the Office of the Chief Executive as Executive Vice President & General Counsel from 2002 through 2005. About Clear Channel Clear Channel Communications, Inc. -- http://www.clearchannel.com/ -- is a diversified media company with three primary business segments: radio broadcasting, outdoor advertising and live entertainment. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings, Inc. At September 30, 2009, the Company's consolidated balance sheets showed $17.7 billion in total assets and $24.7 billion in total liabilities, resulting in a $7.0 billion total members' deficit. The Troubled Company Reporter stated on Sept. 7, 2009, that Moody's changed Clear Channel Communications, Inc.'s Probability- of-Default rating to Caa3/LD from Caa3, reflecting Moody's view that the recently completed exchange offer (which expired at 12:00 midnight EST on Aug. 27, 2009) constitutes an effective distressed exchange default. Moody's expect to remove the "/LD" designation shortly. The outlook remains negative. "Clear Channel's ratings and negative outlook continue to reflect Moody's expectation that the company will likely need to restructure its balance sheet, either due to a violation of its senior secured leverage covenant over the next several quarters, or within the next few years as the company faces material maturities of debt with insufficient liquidity to meet them and to much leverage to attract refinancing capital," stated Neil Begley, a Moody's Senior Vice President. Therefore, Moody's continues to believe that the company's capital structure is unsustainable. CLEARPOINT BUSINESS: To Pay $190,000 to AICCO Under Agreement ------------------------------------------------------------- ClearPoint Business Resources, Inc., entered into a Settlement Agreement and Release, wherein it agreed to pay AICCO Inc. an aggregate amount of $190,000 in full and final settlement of all claims relating to the AICCO litigation. The Company agreed to pay: -- four monthly installment payments of $15,000, the first of which was paid on December 29, 2009, and will continue on the 15th day of each month thereafter, including March 15, 2010, followed by -- 12 monthly installment payments of $10,833, commencing on April 15, 2010. If the Company fails to make any payment due under the Settlement Agreement, judgment may be entered against the Company in the amount of approximately $195,330, together with an interest rate of 6% per annum accruing as of the date the missed payment was due, plus costs and attorney's fees associated with the entry and execution of such judgment, less any amounts paid under the Settlement Agreement. Accordingly, on Dec. 23, 2009, the Company executed a Judgment Note in favor of AICCO providing for such judgment payment. Going Concern Opinion Historically, ClearPoint has funded its cash and liquidity needs through cash generated from operations and debt financing. At June 30, 2009, the Company had an accumulated deficit of $55,412,191 and working capital deficiency of $8,904,055. Although the Company restructured its debt and obtained new financing in the third quarter of 2009, cash projected to be generated from operations may not be sufficient to fund operations and meet debt repayment obligations during the next 12 months. To meet its future cash and liquidity needs, the Company may be required to raise additional financing and restructure existing debt. There is no assurance that the Company will be successful in obtaining additional financing and restructuring its existing debt. If the Company does not generate sufficient cash from operations, raise additional financing and restructure existing debt, there is substantial doubt about the ability of the Company to continue as a going concern. During the six months ended June 30, 2009, ClearPoint did not make certain required payments under the Loan Agreement with ComVest, the Blue Lake Note, the Sub Notes payable to Sub Noteholders and the StaffBridge Note. About ClearPoint Business Resources ClearPoint Business Resources, Inc., is a workplace management solutions company. Through the iLabor Network, ClearPoint provides services to clients ranging from small businesses to Fortune 500 companies. The iLabor Network specializes in the highly transactional "go to work" or "on-demand" segment of the temporary labor market. ClearPoint considers the hospitality, distribution, warehouse, manufacturing, logistics, transportation, convention services, hotel chains, retail and administrative sectors among the segments best able to be served by the iLabor Network. During the fiscal year ended December 31, 2008, ClearPoint began to transition its business model from a temporary staffing provider through a network of branch-based offices or franchises to a provider that manages clients' temporary staffing needs through its open Internet portal-based iLabor Network. ClearPoint completed this transition during the three months ended June 30, 2008. Under its new business model, ClearPoint acts as a broker for its clients and network of temporary staffing suppliers. ClearPoint derives its revenues from (i) royalty payments related to client contracts which ClearPoint subcontracted or sold to other providers of temporary staffing services; (ii) revenues generated by the iLabor Network; and (iii) revenues related to VMS. As of June 30, 2009, the Company had $3,492,403 in total assets and $26,262,146 in total liabilities, resulting in $22,769,743 in stockholders' deficit. CONEXANT SYSTEMS: Moody's Withdraws 'Caa1' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service withdrew its ratings on Conexant Systems Inc. Moody's has withdrawn the ratings because Conexant's rated debt has been repaid. Specifically, on December 18, 2009, the company completed the redemption of the senior secured notes due November 2010 (rated B1) with balance sheet cash. These ratings were withdrawn: * Corporate family rating at Caa1; * Probability-of-default rating at Caa1; * Senior secured floating rate notes due November 2010 at B1 (LGD1, 5%); * Speculative-grade-liquidity rating at SGL-3. The last rating action was on February 10, 2009, when Moody's affirmed Conexant's Caa1 corporate family rating, the B1 rating on the senior secured floating rate notes, and the SGL-3 speculative grade liquidity rating. The ratings outlook was revised to negative from stable. Headquartered in Newport Beach, California, Conexant Systems is a fabless semiconductor company that provides integrated circuits for various imaging, audio, video and internet connectivity applications. CONTINENTAL AIRLINES: Reports Dec. 2009 Operational Performance --------------------------------------------------------------- Continental Airlines reported a December consolidated (mainline plus regional) load factor of 83.0%, 3.1 points above the December 2008 consolidated load factor, and a mainline load factor of 83.5%, 3.1 points above the December 2008 mainline load factor. The carrier reported a domestic mainline December load factor of 85.1%, 1.1 points above the December 2008 domestic mainline load factor, and an international mainline load factor of 81.9%, 5.2 points above December 2008. All four December load factors were records for the month. During December, Continental recorded a U.S. Department of Transportation (DOT) on-time arrival rate of 70.7% and a mainline segment completion factor of 98.9%. In December 2009, Continental flew 7.5 billion consolidated revenue passenger miles (RPMs) and 9.1 billion consolidated available seat miles (ASMs), resulting in a consolidated traffic increase of 6.0% and a capacity increase of 2.1% as compared to December 2008. In December 2009, Continental flew 6.7 billion mainline RPMs and 8.1 billion mainline ASMs, resulting in a mainline traffic increase of 6.3% and a mainline capacity increase of 2.3% as compared to December 2008. Domestic mainline traffic was 3.5 billion RPMs in December 2009, up 3.5% from December 2008, and domestic mainline capacity was 4.1 billion ASMs, up 2.2% from December 2008. For December 2009, consolidated passenger revenue per available seat mile (RASM) is estimated to have decreased between 3.5% and 4.5% compared to December 2008, while mainline RASM is estimated to have decreased between 4.5% and 5.5%. For November 2009, consolidated passenger RASM decreased 8.5% compared to November 2008, while mainline passenger RASM decreased 9.8% compared to November 2008. Continental ended the fourth quarter 2009 with an unrestricted cash, cash equivalents and short-term investments balance of approximately $2.85 billion. Continental's regional operations had a record December load factor of 78.5%, 2.4 points above the December 2008 regional load factor. Regional RPMs were 801.6 million and regional ASMs were 1,021.6 million in December 2009, resulting in a traffic increase of 3.2% and a capacity increase of 0.1% versus December 2008. 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. CORBIN PARK: Files for Chapter 11 Protection in Kansas ------------------------------------------------------ Corbin Park LP filed for bankruptcy protection (Bankr. D. Kan. Case No. 10-20014). Omaha, Nebraska-based Corbin Park LP is a developer of Kansas real estate. Corbin listed assets of as much as $100 million and debts. The Company's principal assets are in Overland Park, Kansas. Johnson County Treasurer, in Shawnee Mission, Kansas, owed about $320,300 and about $222,800 is atop the Company's list of 20 largest unsecured creditors. CORBIN PARK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Corbin Park, L.P. 17110 Marcy Omaha, NE 68118 Bankruptcy Case No.: 10-20014 Chapter 11 Petition Date: January 5, 2010 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Robert D. Berger About the Business: Debtors' Counsel: Carl R. Clark, Esq. Lentz Clark Deines PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 Email: lclaw@lcdlaw.com Jeffrey A. Deines, Esq. Lentz Clark Deines PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 Email: jdeines@lcdlaw.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ksb10-20014.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ All Care Sweeping, LLC trade debt $660 Arnold Imaging, LLC trade debt $8,412 Bryan Cave services $11,153 City of Overland Park $24,212 City Hall Cormac Company $222,873 Exterior Decorators $3,102 Hartman, Simons Spielman $22,422 et al Henjes, Conner & Williams $9,306 PC Jayhawk Fire Sprinkler, Inc. $574 Johnson County Environment $244 Dep Johnson County Treasurer $320,380 PO Box 2902 Shawnee Mission, KS 66201-1302 Johnson County Wastewater $11,407 KCPL $940 Koley Jessen PC $15,976 Marx Okubo $8,341 Mills Shellhammer & Asc $12,688 Polsinelli Shughart, PC $2,212 Satellite Shelters, Inc. $2,823 Seyfarth Shaw LLP $27,081 Tetra Tech, Inc. $3,371 The petition was signed by Jeffrey W. Johnson, managing partner of the Company. COREL CORP: Shareholders Meeting on Vector Deal Set for Jan. 26 --------------------------------------------------------------- The special meeting of Corel Corporation shareholders regarding Corel Holdings, L.P.'s acquisition of the Company will be held January 26, 2010, starting at 10:00 a.m. Eastern time at Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, 63rd Floor, in Toronto, Ontario, Canada. As reported by the Troubled Company Reporter on December 28, 2009, at the Special Meeting, shareholders will be asked to consider and vote upon a proposal to approve a special resolution authorizing the so-called consolidation, the second and final step in the Corel Holdings transaction. Corel Shares will be consolidated on the basis of every 871,589 Shares into one new Share. Fractional new common shares will not be issued in the Consolidation. Shareholders who do not hold sufficient shares to qualify for the issuance of new common shares pursuant to the Consolidation will receive cash consideration equal to the consideration paid under the tender offer, or US$4.00, in respect of each pre-Consolidation share held. The Purchaser is the only shareholder that holds a sufficient number of shares to receive new common shares pursuant to the Consolidation. Corel Holdings is a limited partnership controlled by an affiliate of Vector Capital's VCP II International, L.L.C., a manager of private equity funds. The first step was a tender offer by the Purchaser for all of the Company's outstanding common shares not already owned by the Purchaser and its affiliates, no par value, at a price of US$4.00 per Share. Immediately following the purchase of Shares pursuant to the Tender Offer, the Purchaser owned 25,276,081 Shares, representing approximately 97% of the outstanding Shares. To be effective, the Special Resolution must be approved by at least two-thirds of the votes cast by holders of the Shares present in person or by proxy at the Special Meeting and entitled to vote on the Special Resolution. The Purchaser owns and has the right to vote a sufficient number of outstanding Shares to approve the Consolidation at the Special Meeting and has indicated that it intends to do so. Following the Consolidation, the Purchaser will be, directly or indirectly, the sole shareholder of the Company. The record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting is December 21, 2009. Accordingly, only shareholders of record as of that date will be entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Because the Purchaser and its designees to the Board of Directors of the Company had a conflict of interest with the Company and its shareholders with respect to the proposed acquisition of the Company by the Purchaser, the Board designated Barry Tissenbaum, Steven Cohen and Dan Ciporin as the "Designated Directors" of the Board, pursuant to a mandate adopted by the Board, which authorized the Designated Directors to exercise all of the power and authority of the Board with respect to the proposed acquisition, including the Tender Offer and the Consolidation. Based on the determination of the Designated Directors relating to the Tender Offer and other considerations listed in this proxy statement, the Designated Directors have unanimously determined, on behalf of the Company, that the US$4.00 per Share consideration to be paid in the Consolidation is fair to the unaffiliated shareholders and unanimously recommend that shareholders vote "FOR" the approval of the Special Resolution authorizing the Consolidation. A full-text copy of the proxy statement is available at no charge at http://ResearchArchives.com/t/s?4cea About Vector Capital Vector Capital -- http://www.vectorcapital.com/-- is a private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses. Vector Capital identifies and pursues these complex investments in both the private and public markets. Vector Capital actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers and shareholders. Among Vector Capital's notable investments are LANDesk Software, Savi Technology, SafeNet, Precise Software Solutions, Printronix, Register.com, Tripos and Watchguard Technologies. About Corel Corp. Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is one of the world's top software companies with more than 100 million active users in over 75 countries. The Company provides high quality, affordable and easy-to-use Graphics and Productivity and Digital Media software. The Company's products are sold through a scalable distribution platform comprised of Original Equipment Manufacturers (OEMs), the Company's global e-Stores, and the Company's international network of resellers and retail vendors. The Company's product portfolio includes CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and WinZip(R). The Company's global headquarters are in Ottawa, Canada, with major offices in the United States, United Kingdom, Germany, China, Taiwan, and Japan. At August 31, 2009, the Company had $189.7 million in total assets against $199.7 million in total liabilities, resulting in $10.0 million in shareholders' deficit. Corel's working capital deficiency at August 31, 2009, was $10.5 million, an increase of $7.7 million from the November 30, 2008, working capital deficiency of $2.8 million. * * * As reported by the Troubled Company Reporter on November 3, 2009, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on Ottawa-based packaged software provider Corel Corp. to 'B-' from 'B'. S&P also lowered the issue-level rating on the company's senior secured credit facility by one notch to 'B-' from 'B'. The '3' recovery rating on the debt is unchanged. DAVIS PETROLEUM: No Success Fee for Management's Advisor -------------------------------------------------------- WestLaw reports that under California law, pursuant to the plain meaning of a letter agreement executed by an advisor, the Chapter 11 debtor, and the debtor's president, whereby the advisor agreed to provide investment advisory services to the president in connection with a possible "management led buyout" of the debtor in return for a monthly fee and a "success fee" to be paid by the president's acquisition corporation upon consummation of the buyout, the advisor was not entitled to receive a success fee. Accordingly, the liquidating trustee's objection to the advisor's proof of claim would be sustained. The debtor's president never formed an acquisition corporation, the entity that eventually purchased the equity of the debtors, as reorganized, was not the president's acquisition corporation, and the "closed transaction" that occurred was not the "management led buyout" contemplated in the letter agreement. In re Davis Petroleum Corp., --- B.R. ----, 2009 WL 3874250 (Bankr. S.D. Tex.). About Davis Petroleum Corp. Headquartered in Houston, Texas, Davis Petroleum Corp. -- http://www.davispetroleumcorp.com/-- was an oil and gas exploration and production company operating in the onshore and intermediate-deep water Gulf of Mexico, Texas, Louisiana, Oklahoma and the Rocky Mountain region. The Company filed for chapter 11 protection (Bankr. S.D. Tex. Case No. 06-20152) on March 7, 2006. Rhett G. Campbell, Esq., Diana Merrill Woodman, Esq., and Matthew Ray Reed, Esq., at Thompson & Knight LLP, and Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, represent the Debtors. When the Debtors filed for protection from their creditors, they estimated assets and debts of $50 million to $100 million. In March 2006, the Court confirmed a reorganization plan for Davis Petroleum. The plan was based on a sale of the Company for $150 million to a private equity group led by Evercore Capital Partners LP, which also includes the company's senior management, Red Mountain Capital Partners, and Sankaty Advisors, an affiliate of Bain Capital. DECISION BIOMARKERS: To Liquidate Assets Under Chapter 7 -------------------------------------------------------- MassDevice reports that Decision Biomarkers Inc. filed for Chapter 7 bankruptcy, saying the company is planning to going-out-of- business fire sale. The Company has less than $50,000 in assets and more than $1 million in liabilities. The filing came after the Company exhausted at least $7.5 million in venture funding. Decision Biomarkers -- http://www.decisionbiomarkers.com/ -- develops technology for protein biomarker analysis. DECODE GENETICS: Gets Trading Suspension, Nasdaq Delisting Notice ----------------------------------------------------------------- deCODE genetics, Inc., has received notice from the Nasdaq Stock Market that the company's common stock will be suspended from the Nasdaq Stock Market as of the open of business on January 6, 2010 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove deCODE's common stock from listing on Nasdaq. Following this action, it is possible that deCODE's common stock will be traded on the inter-dealer quotation service known as the "Pink Sheets." However this is not certain, as it would require a market maker to quote the stock, and there is no guarantee that any market maker will do so. In addition, so long as deCODE is not current in its reporting obligations under the Securities Exchange Act of 1934, any such quotation will be subject to additional restrictions. 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 $69.85 million and total liabilities of $313.92 million, resulting in a stockholders' deficit of $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 $69.9 million against debt of $314 million. Liabilities include $230 million on 3.5% senior convertible notes. DELTA AIR: AMR Willing to Invest in JAL Even in Bankruptcy ---------------------------------------------------------- Will Ris, in charge of government affairs at American Airlines, told Reuters American is considering sweetening its $1.1 billion investment proposal for Japan Airlines and would be willing to invest in JAL even if it goes into bankruptcy. "We want to be flexible in terms of our ability to enhance our proposal and we have been continually in conversation with Japan Airlines about that," Mr. Ris told Reuters. "We are looking at every possibility to make our proposal more attractive," he said. According to Mr. Ris, "We are OK either way and what we want to do is position ourselves so that we can act very quickly depending on which scenario takes place and make our capital investment available at that time." The state-backed Enterprise Turnaround Initiative Corp of Japan has proposed a bankruptcy procedure as the most transparent way to restructure JAL, and is now in the process of convincing creditors, sources have told Reuters. As reported by the Troubled Company Reporter on January 5, 2010, The New York Times' DealBook said Haruka Nishimatsu, the president of Japan Airlines, told The Asahi Shimbun newspaper he preferred Delta Air Lines as the carrier's overseas partner to American Airlines. 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 the ETIC. "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 NY Times, citing Kyodo news agency, reported the Japanese government has 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 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. DHP HOLDINGS: Committee Wants Case Converted to Ch. 7 Liquidation ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of DHP Holdings II Corporation and its debtor-affiliates asks the U.S. Bankruptcy Court for the District of Delaware to convert the Debtors' cases to one under Chapter 7. The Committee relates that the conversion of the Debtors' cases would permit the trustee to administer what remains of the estate's assets while protecting what remains of unencumbered assets, if any. The Committee also adds that if the lenders desire to maintain these Chapter 11 proceedings, they must ensure that these cases are administratively solvent, agree to waive their superpriority administrative claim, and begin and conclude a confirmation process in the future that confers some benefit or value to the unsecured creditors. Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DHP HOLDINGS: Wants Chapter 11 Plan Filing Extended Until April 20 ------------------------------------------------------------------ DHP Holdings II Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive right to file a Chapter 11 plan until April 20, 2010, and their exclusive right to solicit acceptances of that plan until June 23, 2010. The Debtors propose a hearing on the extension on January 15, 2010, at 3:00 p.m. (Prevailing Eastern Time). Objections, if any, are due on January 8, 2010, at 4:00 p.m. (Prevailing Eastern Time.) Absent the extension, the Debtors' exclusive filing period expired on December 24, 2009, and their solicitation period will expire on February 23, 2010. The Debtors relate that, together with their professionals, they continue to liquidate the remaining assets. In particular, the Debtors note that they are close to settling certain matters that, if approved by the Court, will result in significant payment to the Debtors' estates. Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DISTINCTIVE BUILDERS: Case Summary & 12 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Distinctive Builders, Inc. 8122 W. Expressway 83, Ste. A Harlingen, TX 78552 Bankruptcy Case No.: 10-70016 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Jose Luis Flores, Esq. Attorney at Law 1111 W Nolana McAllen, TX 78504 Tel: (956) 682-0924 Email: bklaw@jlfloreslawfirm.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 $2,089,598, and total debts of $5,064,818. 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/txsb10-70016.pdf The petition was signed by Jorge Maldonado, president of the Company. DOMINO'S PIZZA: CEO Brandon to Step Down; Doyle to Assume Post -------------------------------------------------------------- Domino's Pizza, Inc., said Tuesday that Chairman and CEO David A. Brandon will be stepping down as CEO effective March 7, 2010. The Board of Directors plans to elect J. Patrick Doyle as Mr. Brandon's successor. Mr. Brandon, 57, will be retained by the company as a special advisor for the balance of 2010. In addition, Mr. Brandon will stand for re-election to the Board when his current term expires in 2012. Concurrent with this announcement, the University of Michigan said Mr. Brandon has been selected to serve as its next Director of Intercollegiate Athletics. Under Mr. Brandon's leadership, Domino's has grown worldwide store count by more than 2,600 units. Mr. Brandon joined Domino's in March 1999, soon after the company was sold by its founder owner to Bain Capital. Since then, the Company's enterprise value has doubled to over $2 billion. Prior to joining Domino's, Mr. Brandon was Chairman, President and CEO of Valassis, Inc. Mr. Brandon commented on making the transition to non-executive Chair: "It has been an honor and a privilege to lead Domino's Pizza for the past 11 years. My leadership team, our team members and franchisees are the very best in this -- or any -- business. I will continue to stay connected to this great brand and company as Chairman of the Board, and I am confident that, under Patrick's leadership, Domino's Pizza will continue to grow and succeed. This company's best days still lie ahead." Mr. Brandon noted that Domino's has a formalized succession- planning process in place, and the Board reviews the plan in detail at least once a year. As part of the process, successor candidates for every leadership team member are identified, and a plan laid out for successor readiness. Patrick Doyle was identified and prepared to succeed to the role of CEO as part of this process. "Patrick Doyle has been a rising star at Domino's Pizza from the beginning," Brandon said. "He has had numerous leadership successes at Domino's and has long been identified as the best choice to be my successor. I look forward to continuing our close working relationship during this transition year. Our company is in great hands with Patrick. He's a strategic, proven and effective leader, a passionate operator, and loves Domino's Pizza as much as I do." Mr. Doyle, 46, has been President of Domino's USA since September 2007, and has been with the company since 1997. Prior to serving as president, Mr. Doyle successfully led the company's corporate store unit, the international division and the marketing department. "I've learned so much from working closely with Dave for these past 11 years, and I am honored and very excited to take on this new challenge and opportunity. We've got a great team, and we're ready to continue to work together with our franchisees around the world to drive this business to an even higher level of success," said Mr. Doyle. Before joining Domino's over 12 years ago, Mr. Doyle spent six years with the Gerber Products Company, most recently as General Manager of its U.S. baby food business. Prior to joining Gerber, Mr. Doyle was European General Manager of Intervascular SA in LaCiotat, France. He also spent five years at First Chicago Corporation as a Corporate Finance Officer. Mr. Doyle holds an MBA from the University Of Chicago Booth School Of Business and an undergraduate degree in Economics from the University of Michigan. Details of both Mr. Brandon's transition agreement and Mr. Doyle's employment agreement will be finalized over the coming weeks and voted on at the company's February 24 Board meeting. About Domino's Pizza Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc. (NYSE: DPZ) -- http://www.dominos.com/-- is the recognized world leader in pizza delivery. Through its primarily locally owned and operated franchised system, Domino's operates a network of 8,886 franchised and Company-owned stores in the United States and over 60 international markets. The Domino's Pizza((R)) brand, named a Megabrand by Advertising Age magazine, had global retail sales of over $5.5 billion in 2008, comprised of nearly $3.1 billion domestically and over $2.4 billion internationally. During the third quarter of 2009, the Domino's Pizza((R)) brand had global retail sales of over $1.2 billion, comprised of over $672 million domestically and over $570 million internationally. As of September 6, 2009, the Company had $443.7 million in total assets against $156.9 million in total current liabilities and $1.636 billion in total long-term liabilities, resulting in $1.350 billion in stockholders' deficit. EAGLEPICHER CORPORATION: Moody's Reviews 'B2' Default Rating ------------------------------------------------------------ Moody's Investors Service has placed the debt ratings of EaglePicher Corporation on review for possible upgrade following the company's announcement that it is selling its EaglePicher Technologies division, one of its three primary operating segments. The review will focus on the use of proceeds, the resulting capital structure and its projected sustainability, and the company's projected credit metrics post the transaction. EaglePicher announced that it has signed a deal to sell its EaglePicher Technologies LLC group to OM Group for nearly $172 million. It was also announced that OM Group will assume certain pension and other retirement benefit obligations. Moody's anticipates that the company will apply the proceeds to pay down debt, per the terms of its credit agreement, which should reduce overall leverage and favorably affect credit metrics. Yet, the scope of the company's remaining operations will be considerably smaller and will continue to have exposure to business sectors that are being adversely affected by recessionary factors. It is also unclear whether EaglePicher will sustain a lower level of financial leverage after the sale, or whether strategic initiatives such as acquisitions or increased returns to financial sponsors could result in renewed leveraging of the balance sheet. As a result, the review process will consider the earnings and cash flow characteristics of the remaining businesses in relation to anticipated long term strategic initiatives and anticipated debt levels. Moody's analyst Paul Aran commented that "although the transaction should result in improved credit metrics, uncertainty surrounding the company's long term business profile and capital structure could constrain the magnitude of any rating upgrade." The last rating action was on August 26, 2009, when Moody's affirmed the company's CFR and PDR and changed the company's rating outlook to negative. On Review for Possible Upgrade: Issuer: EaglePicher Corporation -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently B2 -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently B2 -- Senior Secured Bank Credit Facility, Placed on Review for Possible Upgrade, currently a range of Caa1 to B1 Outlook Actions: Issuer: EaglePicher Corporation -- Outlook, Changed To Rating Under Review From Negative EaglePicher Corporation is a diversified manufacturer of advanced technology such as power systems and industrial products operating in essentially four lines of business. Manufactured goods include batteries and energetic devices, rubber-coated materials and gaskets, automotive, medical and various other industries. EDDIE BAUER: PBGC Assumes Underfunded Pension Plan -------------------------------------------------- The Pension Benefit Guaranty Corporation assumed responsibility for the underfunded pension plan covering more than 1,800 former workers and retirees of Eddie Bauer Inc., a specialty retailer of sportswear and accessories based in Lake Forest, Illinois. The PBGC stepped in because the plan failed to meet minimum funding requirements and faced abandonment after the company, in bankruptcy since June 17, 2009, sold all of its assets to purchasers who did not assume responsibility for financing or administering the plan. Retirees under the Eddie Bauer Pension Plan will continue to receive their monthly benefit checks without interruption, and other workers will receive their pensions when they are eligible to retire. The plan, established in 1976, was known as the Spiegel Inc. Pension Plan until 2005. The Eddie Bauer Pension Plan is 58% funded, with assets of $29.8 million to cover $51.4 million in benefit liabilities, according to PBGC estimates. The agency expects to be responsible for the entire $21.7 million shortfall. The PBGC will take over the assets and use insurance funds to pay guaranteed benefits earned under the plan which ended as of August 4, 2009. Within the next several weeks, the PBGC will send notification letters to all participants in the plan. Under federal pension law, the maximum guaranteed pension at age 65 for participants in plans that terminate in 2009 is $54,000 per year. The maximum guaranteed amount is lower for those who retire earlier or elect survivor benefits. In addition, certain early retirement subsidies and benefit increases made within the past five years may not be fully guaranteed. Workers and retirees with questions may consult the PBGC Web site, http://www.pbgc.gov/or call toll-free at 1-800-400-7242. For TTY/TDD users, call the federal relay service toll-free at 1-800- 877-8339 and ask for 800-400-7242. Retirees of Eddie Bauer Inc. who draw a benefit from the PBGC may be eligible for the federal Health Coverage Tax Credit. Further information may be found on the PBGC Web site at http://www.pbgc.gov/workers-retirees/benefits- information/content/page13692.html. Assumption of the plan's unfunded liabilities will have no significant effect on the PBGC's financial statements because an estimate of the claim was previously included in the agency's fiscal year 2009 financial statements, in accordance with generally accepted accounting principles. PBGC is a federal corporation created under the Employee Retirement Income Security Act of 1974. It currently guarantees payment of basic pension benefits earned by 44 million American workers and retirees participating in over 29,000 private-sector defined benefit pension plans. The agency receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by investment returns. About Eddie Bauer Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by General Mills Inc. in 1971 and then sold to catalog retailer Spiegel Inc. in 1988. Eddie Bauer Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed as monitor in the Canadian proceedings. On August 4, 2009, Golden Gate Capital closed a deal to acquire Eddie Bauer Holdings for $286 million. Golden Gate will maintain the substantial majority of Eddie Bauer's stores and employees in a newly formed going concern company. Golden Gate beat an affiliate of CCMP Capital Advisors, LLC, at the auction. The CCMP unit's $202 million cash offer served as stalking horse bid. Golden Gate Capital -- http://www.goldengatecap.com/-- is a San Francisco-based private equity investment firm with roughly $9 billion of assets under management. EMERSON OVERLOOK: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Emerson Overlook, LLC 358 Roswell Street, Suite 1200 Marietta, GA 30060 Bankruptcy Case No.: 10-60282 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Emerson, LLC 10-60292 Emerson Development, LLC 10-60303 Type of Business: Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Todd E. Hennings, Esq. Macey, Wilensky, Kessler, & Hennings LLC Suite 2700, 230 Peachtree Street, NW Atlanta, GA 30303-1561 Tel: (404) 584-1222 Fax: (404) 681-4355 Email: THennings@MaceyWilensky.com William A. Rountree, Esq. Macey, Wilensky, Kessler & Hennings LLC Suite 2700, 230 Peachtree Street, NW Atlanta, GA 30303-1561 Tel: (404) 584-1244 Fax: (404) 681-4355 Email: jminiatis@maceywilensky.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Donald Roger DeBoy, the company's managing member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 2000 Concrete Structures, Trade Debt $159,645 LLC ACME American Trade Debt $9,710 Balance Staffing Trade Debt $7,690 Controlled Access Trade Debt $5,765 Cool-Tech Trade Debt $54,017 Curtainwall & Glass Trade Debt $9,964 Systems First Fence of Georgia Trade Debt $17,793 Hart Flooring Trade Debt $8,573 Henry Sign Systems, Inc. Trade Debt $36,481 Holt and Holt, Inc. Trade Debt $249,173 Lemay Electric, Inc. Trade Debt $194,873 Lemay Electric, Inc. Trade Debt $123,760 Poag Mechanical Trade Debt $72,998 Premier Elevator Co. Trade Debt $23,618 Professional Staffing Trade Debt $7,471 dba Craftsman on Call Reb Storage Systems Trade Debt $23,000 Spectra Flooring Trade Debt $92,260 Sundance Roofing Trade Debt $14,810 Terry's Touch Custom Trade Debt $22,526 Painting White Hawk, Inc. Trade Debt $10,382 FLANAGAN'S LIMITED: Case Summary & 1 Largest Unsecured Creditor --------------------------------------------------------------- Debtor: Flanagan`s Limited Liability Company PO Box 34 Clinton, CT 06413 Bankruptcy Case No.: 10-30007 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Peter L. Ressler, Esq. Groob Ressler & Mulqueen 123 York Street, Ste 1B New Haven, CT 06511-0001 Tel: (203) 777-5741 Fax: (203) 777-4206 Email: ressmul@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor identified Town of Clinton with property taxes claim for $22,000 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/ctb10-30007.pdf The petition was signed by Kathleen H. Murphy, member of the Company. FORD MOTOR: Reports 33% Sales Increase in December 2009 ------------------------------------------------------- Higher sales in every product category and for every brand propelled Ford to a 33% sales increase in December versus a year ago, the Company reported on Tuesday. Ford cars were up 42%, crossovers were up 51%, sport utilities were up 33%, and trucks and vans were up 18%. Among brands, Ford sales were up 37%, Lincoln sales were up 16% and Mercury sales were up 6%. "Ford's plan is working," said Ken Czubay, Ford vice president, U.S. Marketing Sales and Service. "Customer consideration continues to grow for our high-quality, fuel-efficient vehicles. In 2010, we will introduce an even higher number of new products, giving customers more reasons to Drive One." The Company said every consumer metric about the Ford brand -- including favorable opinion, consideration, shopping and intention to buy -- ended the year at record levels. In fact, favorable opinion is up more than 20% from the beginning of the year, and intention to buy Ford increased more than 30%. "People increasingly are discovering that the Ford difference is the strength of our products, particularly our leadership in quality, fuel efficiency, safety, smart technologies and value," said Mr. Czubay. Ford, Lincoln and Mercury December sales totaled 179,017, up 33% versus a year ago. Full-year sales totaled 1.62 million, down 15%. Ford estimates its full-year 2009 U.S. total market share was about 15% -- about 1 percentage point higher than in 2008. This marks the company's first full-year U.S. market share increase since 1995. Ford also has improved its retail market share 14 times in the last 15 months. Sales Highlights * Ford Fusion, recently named Motor Trend's Car of the Year, posted a December sales increase of 83% and set new December (18,852) and full-year (180,671) sales records. Ford Fusion and Mercury Milan are the most fuel-efficient mid-size sedans in America. * Ford Taurus sales totaled 7,256 for the month, up 110% versus a year ago. Since the introduction of the all-new model in August, Taurus sales are nearly 90% higher than a year ago. * Ford Mustang sales were up 62% in December, and Ford Focus sales increased 22%. Mercury Milan and Lincoln MKZ were each up 5%. * Crossover utilities also posted strong sales increases. In 2009, the Ford brand was the top-selling brand of crossovers in the U.S., led by the Ford Escape. Escape set a December sales record (19,156), up 75% versus a year ago. For the full year, Escape sales totaled 173,044, the second-best sales year ever. Ford Edge sales were up 59%, and Ford Flex sales were up 73%. The all-new Lincoln MKT posted its highest sales to date (858). * Ford's F-Series truck had its best sales month since March 2008. F-Series sales in December were 48,209 (up 16%), bringing the full-year total to 413,625. F-Series has been America's best-selling truck for 33 years in a row and America's best-selling vehicle, car or truck, for 28 years in a row. In 2009, F-Series increased its leadership position among full-size pickups with a 4 percentage-point gain in segment share. * Transit Connect, Ford's new versatile, fuel-efficient small commercial van, had its best sales month (1,992) since August. * Ford's new EcoBoost engine technology and hybrid vehicles are winning customers, too. December was the best sales month for EcoBoost (1,662), and total EcoBoost sales since introduction now total 4,973. The conquest rate for the Taurus SHO is 60%. EcoBoost provides customers up to 20% improvement in fuel economy and a 15% reduction in emissions versus larger-displacement engines. EcoBoost is standard on the Taurus SHO and available on the Ford Flex, Lincoln MKS and Lincoln MKT. * December sales of hybrid vehicles totaled 2,843, up 147% versus a year ago. Ford hybrid models include the Ford Fusion, Ford Escape, Mercury Milan and Mercury Mariner. For the full year, Ford hybrid sales totaled 33,502, a new record and up 72% versus a year ago. * * * General Motors on Tuesday said GM dealers in the U.S. reported 160,996 retail deliveries in December -- a 7% increase compared to last year, and a 50% increase over last month. Retail sales of Chevrolet, Buick, GMC and Cadillac brands were 146,419 -- up 13% for the month. In total, GM dealers in the U.S. delivered 208,511 vehicles in December. This represents a total sales decline of 6% from the previous year, driven primarily by declines in fleet sales (33%) and in sales of non-core brands (55%). Chrysler Group on Tuesday reported that December 2009 sales increased 36% compared with November 2009 and 20 of 24 vehicles posted sales increases for the same time period. Chrysler Group reported total U.S. sales for December of 86,523 units. Sales increased 36% month-over-month and declined 4% year-over-year. The company finished the year with 931,402 units sold, a decline of 36% compared with 2008. Inventory is down 55% compared with December 2008, with 178,538 units in inventory, representing a 58- day supply. Overall industry figures for November are projected to come in at an estimated 11.3 million SAAR. According to The New York Times' Nick Bunkley, auto industry tracking firm Autodata said Tuesday new-vehicle sales in the United States increased 15% in December. But for the year, foreign and domestic automakers combined sold only about 10.4 million vehicles; that was down 21% from 2008. The Times relates Jesse Toprak, vice president for industry trends and insights at TrueCar.com, a site that tracks sales and pricing, said, "The healing has started, but we're nowhere near fully healthy yet." NY Times says Chrysler fell to fifth place for the full year for the first time, edged out by Honda, whose sales rose 24% in December. NY Times also reports nearly all foreign automakers said their United States sales increased last month when compared with December 2008. According to the Times, sales were up 44% at Kia, 41% at Hyundai, 32% at Toyota, 18% at Nissan and 16% at Volkswagen. Only three automakers -- Hyundai and Kia, which are affiliated, and Subaru -- sold more vehicles in 2009 than they did in 2008, the report notes. The Times reports automakers expect the year ahead to be much less turbulent than 2009. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At September 30, 2009, the Company had US$203.106 billion in total assets against US$210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. * * * As reported by the Troubled Company Reporter on November 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. FREDDIE MAC: Amends Stock Purchase Agreement With Treasury ---------------------------------------------------------- Freddie Mac, acting through the Federal Housing Finance Agency as its duly appointed Conservator, and the United States Department of the Treasury entered into a second amendment to the Amended and Restated Senior Preferred Stock Purchase Agreement dated as of Sept. 26, 2008, between Treasury and Freddie Mac, acting through FHFA. The Amended and Restated Senior Preferred Stock Purchase Agreement was previously amended on May 6, 2009. The principal changes to the Existing Agreement effected by the Second Amendment are: * The $200 billion cap on Treasury's funding commitment under the Existing Agreement will increase as necessary to accommodate any cumulative reduction in Freddie Mac's net worth during 2010, 2011 and 2012. Specifically, the Second Amendment provides that the aggregate amount that may be funded under Treasury's commitment may not exceed the greater of (a) $200 billion, or (b) $200 billion plus the cumulative total of Deficiency Amounts (as defined in the Existing Agreement) determined for calendar quarters in calendar years 2010, 2011, and 2012, less any Surplus Amount (defined in the Second Amendment as the amount by which our total assets exceed our total liabilities, as reflected on our balance sheet in accordance with generally accepted accounting principles) determined as of December 31, 2012. * The annual 10% reduction in the size of our mortgage-related investments portfolio, the first of which is effective on December 31, 2010, will be calculated based on the maximum allowable size of the mortgage-related investments portfolio, rather than the actual balance of the mortgage-related investments portfolio, as of December 31 of the preceding year. Therefore, the size of our mortgage-related investments portfolio may not exceed $810 billion as of December 31, 2010 (90% of $900 billion, the maximum allowable size as of December 31, 2009). Under the Second Amendment, the size of the mortgage-related investments portfolio for purposes of the annual limit will be based on unpaid principal balance, rather than the amount that would appear on our balance sheet in accordance with generally accepted accounting principles as provided by the Existing Agreement, and the related limitation on the amount of our indebtedness will be based on par value. In each case, the limitations will be determined without giving effect to any future change in Statement of Financial Accounting Standards No. 140, 166, 167 or any similar accounting standard. * The determination and payment of the Periodic Commitment Fee that Freddie Mac must pay to Treasury will be delayed by one year. Pursuant to the Second Amendment, the amount of the Periodic Commitment Fee must be set no later than December 31, 2010 with respect to the ensuing five-year period and will be payable quarterly beginning March 31, 2011. The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE -- http://www.freddiemac.com/-- commonly known as Freddie Mac, is a stockholder-owned government-sponsored enterprise authorized to make loans and loan guarantees. Freddie Mac was created in 1970 to provide a continuous and low cost source of credit to finance America's housing. Freddie Mac conducts its business primarily by buying mortgages from lenders, packaging the mortgages into securities and selling the securities -- guaranteed by Freddie Mac -- to investors. Mortgage lenders use the proceeds from selling loans to Freddie Mac to fund new mortgages, constantly replenishing the pool of funds available for lending to homebuyers and apartment owners. Freddie Mac narrowed its net loss to $5,013,000,000 for the three months ended September 30, 2009, from a net loss of $25,295,000,000 for the same quarter a year ago. Freddie Mac posted a net loss of $14,097,000,000 for the nine months ended September 30, 2009, from a net loss of $26,263,000,000 for the same period a year ago. As of September 30, 2009, Freddie Mac had $866,601,000,000 in total assets against $856,195,000,000 in total liabilities. As of September 30, 2009, Total Freddie Mac stockholders' equity was $10,311,000,000; and Total equity was $10,406,000,000. Conservatorship As reported by the Troubled Company Reporter, the U.S. government took direct responsibility for Fannie Mae and Freddie Mac, placing the government sponsored enterprises under conservatorship on September 7, 2008. James B. Lockhart, director of Federal Housing Finance Agency, said that Fannie Mae and Freddie Mac share the critical mission of providing stability and liquidity to the housing market. Between them, the Enterprises have $5.4 trillion of guaranteed mortgage-backed securities (MBS) and debt outstanding, which is equal to the publicly held debt of the United States. Among the key components of the conservatorship, the FHFA, as conservator, assumed the power of the Board and management. FREEDOM COMMUNICATIONS: In Plan Talks with Committee & Lenders -------------------------------------------------------------- Freedom Communications Inc., will return to the Bankruptcy Court on January 31 to seek approval of a disclosure statement explaining the Chapter 11 plan. The disclosure statement hearing had been scheduled for December 17 but adjourned to facilitate negotiations among the company, the secured creditors, and the official unsecured creditors' committee, Bill Rochelle at Bloomberg News said, citing a court filing by the Company. Given the delay in what was supposed to be a quick reorganization with its pre-negotiated plan, Freedom for the first time is asking for a March 30 extension of the exclusive right to propose a Chapter 11 plan. A hearing on the proposed extension would be on February 18. The Creditors Committee opposes the version of the reorganization plan filed in December, saying it was "an attempted abuse of the Chapter 11 process." According to the committee, the plan includes impermissible "discrimination among equally ranked creditors" where some will be paid in full while others receive "massive impairment." As reported by the TCR on Dec. 29, 2009, Freedom filed a revised disclosure statement with regards to their plan of reorganization. According to the Disclosure Statement, the Plan reflects the terms of the plan support agreement entered into prior to the petition date with the existing lenders holding more than 50% or $772 million of the existing lender claims. Under the Plan, among other things: -- Each holder of an allowed other priority claim will receive, in full satisfaction, settlement, release, and discharge of and in exchange for the claim, either (a) cash equal to the unpaid portion of the claim, or (b) different, less favorable treatment as to which the applicable encumbered Debtor and the holder will have agreed upon in writing. -- Subject to the finding in the confirmation order, the existing lender claims in the aggregate amount of $770,552,344, plus $1,933,100 in respect of letters of credit issued, are undersecured, the aggregate amount of all payments made by the Debtors on account of adequate protection obligations will be deemed applied to reduce the principal amount of the existing lenders claims. In addition, the holders of the existing lender secured claims, in full satisfaction, settlement, release and discharge, will receive on the distribution date, their pro rata share. -- At the option of the Reorganized Debtors, with the agreement of the Steering Committee Members will (a) retain the liens securing the allowed other secured claim, and (b) receive regular installment payments in cash. -- The sole source of recovery for holders of allowed general unsecured claims against the encumbered Debtors is the unsecured compensation ($5 million), but only the portion thereof that is allocated to accepting sub-Classes in Class A4. The encumbered Debtors estimate that they will have allowed general unsecured claims amounting to $24 million, exclusive of any contingent, unliquidated, or disputed claims that may ultimately become allowed claims. -- Intercompany claims against the encumbered Debtors will be adjusted, continued, or capitalized, either directly or indirectly or in whole or in part as of the effective date, or will be reinstated of the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/FreedomComms_DS.pdf A full-text copy of the Chapter 11 Plan is available for free at: http://bankrupt.com/misc/FreedomComms_Plan.pdf About Freedom Communications Freedom Communications, headquartered in Irvine, Calif., is a national privately owned information and entertainment company of print publications, broadcast television stations and interactive businesses. The company's print portfolio includes approximately 90 daily and weekly publications, including approximately 30 daily newspapers, plus ancillary magazines and other specialty publications. The broadcast company's stations -- five CBS, two ABC network affiliates and one CW affiliate -- reach more than 3 million households across the country. The Company's news, information and entertainment Web sites complement its print and broadcast properties. Freedom Communications filed for Chapter 11 on Sept. 1, 2009 (Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11 counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as financial advisor while AlixPartners LLC is restructuring consultant. Logan & Co. serves as claims and notice agent. Freedom Communications had $757,000,000 in assets against debts of $1,077,000,000 as of July 31, 2009. FREMONT GENERAL: Court OKs Appointment of Chapter 11 Examiner ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved the U.S. Trustee for Region 16's appointment of Leonard Gumport as the Chapter 11 examiner in the case of Fremont General Corporation. Based in Santa Monica, California, Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. FRONTIER AIRLINES: Court Approves Final Fee Applications -------------------------------------------------------- Bankruptcy Judge Robert Drain approved the final applications for payment of fees and reimbursement of expenses of these professionals for services they rendered in Frontier Airlines Inc.'s Chapter 11 cases for the period ending September 30, 2009: Professional Fee Period Fees Expenses ----------- ---------- ---- -------- Davis Polk & 4/10/08 $14,593,710 $205,467 Wardwell LLP to 9/30/09 Seabury Transportation 4/10/08 11,185,390 238,299 Holdings LLC to 9/30/09 Houlihan Lokey 4/24/08 2,585,000 112,886 Howard & Zukin to 9/30/09 KPMG LLP 5/13/08 1,698,222 16,414 to 9/30/09 Wilmer Cutler Pickering 4/24/08 1,659,184 21,311 Hale and Dorr LLP to 9/30/09 Jefferson Wells 8/01/08 657,154 10,362 International, Inc. to 9/30/09 Deloitte Tax LLP 7/01/08 629,997 5,322 to 9/30/09 Faegre & Benson LLP 4/10/08 331,642 2,545 to 9/30/09 Togut, Segal 8/01/09 242,436 1,555 & Segal LLP to 9/30/09 Statutory Committee 4/24/08 of Unsecured Creditors to 9/30/09 0 30,776 Prior to the Court's Order, United States Trustee for Region 2, Diana Adams noted that she has no objection to the Final Fee Applications, provided that all monthly operating reports have been filed and all outstanding liabilities for quarterly fees have been paid through the date of the final decree closing the Debtors' cases. Ms. Adams however, reflected that Deloitte Tax sought $534,496 in fees to be paid and $5,321 in expenses to be reimbursed. The Debtors certified that no objections were received with respect to the Final Fee Requests filed by each of the Applicants. In a separate filing, FTI Consulting, Inc., asked the Court to award it, on a final basis, fees totaling $733,634 and reimburse its expenses for $10,217 on account of services rendered in the Chapter 11 cases for the period from April 28, 2008, to November 30, 2008. About Frontier Airlines Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent company of Denver-based Frontier Airlines and Lynx Aviation. Currently in its 16th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation is made up of one of the youngest Airbus fleets in North America offering 24 channels of DIRECTV(R) service in every seatback along with a comfortable all- coach configuration. In conjunction with a fleet of Bombardier Q400 aircraft operated by Lynx Aviation, Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. In addition, Frontier and Midwest Airlines, a subsidiary of Republic, have a codeshare partnership that allows passengers of both airlines access to 70 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. As reported by the TCR on August 14, Republic Airways Holdings, Inc. (NASDAQ: RJET) has been declared the winning bidder in the auction to acquire Frontier, beating Southwest Airlines. Republic Airways expects to close on its purchase of Frontier Airlines on or about Oct. 1, 2009, after which Frontier and Lynx will become subsidiaries of Republic, alongside Midwest Airlines and Republic's other wholly owned subsidiaries. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: Court Enters Final Decree Closing Two Cases -------------------------------------------------------------- Frontier Airlines Holdings, Inc., and its debtor-affiliates informed Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York and parties-in-interest that they did not receive objections to their request for the Court to enter a final decree closing the fully administered Chapter 11 cases of Frontier Airlines, Inc., and Lynx Aviation, Inc. Pursuant to Section 350(a) of the Bankruptcy Code, the Debtors have noted that the Fully Administered Cases are inactive. The remaining activity in the Chapter 11 cases is substantively limited to Frontier Holdings, which will remain open, according to the Debtors. As previously reported, the Court confirmed the Reorganized Debtors' Joint Plan of Reorganization on September 10, 2009. The Effective Date of the Plan occurred on October 1, 2009. About Frontier Airlines Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent company of Denver-based Frontier Airlines and Lynx Aviation. Currently in its 16th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation is made up of one of the youngest Airbus fleets in North America offering 24 channels of DIRECTV(R) service in every seatback along with a comfortable all- coach configuration. In conjunction with a fleet of Bombardier Q400 aircraft operated by Lynx Aviation, Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. In addition, Frontier and Midwest Airlines, a subsidiary of Republic, have a codeshare partnership that allows passengers of both airlines access to 70 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. As reported by the TCR on August 14, Republic Airways Holdings, Inc. (NASDAQ: RJET) has been declared the winning bidder in the auction to acquire Frontier, beating Southwest Airlines. Republic Airways expects to close on its purchase of Frontier Airlines on or about Oct. 1, 2009, after which Frontier and Lynx will become subsidiaries of Republic, alongside Midwest Airlines and Republic's other wholly owned subsidiaries. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: New Pay Standardization Scale Irks Employees --------------------------------------------------------------- Frontier Airlines, Inc.'s customer service agents and baggage handlers find the new pay scale standardization "a slap in the face" to every employee that worked hard to get the company through bankruptcy, the Denver Post reports. A worker who refused to be identified explained to the Post that the carrier's 5,000 employees "took pay cuts of 10 percent to 20 percent that would be reinstated when the airline returned to profitability." "These were promises, and they were broken," the employee said in an e-mail to the Post. Prior to Frontier's plunge into Chapter 11 bankruptcy in April 2008, customer service agents and baggage handlers received $17.51 per hour after an 11-year tenure. Subsequent to Frontier's exit from bankruptcy in October 2009 as a subsidiary of Republic Airways, top pay is $15.76 per hour. "The new pay scale will give some employees an immediate raise when it becomes effective on January 1, and no one will see their pay cut," according to the report, citing a statement from Frontier spokesman Peter Kowalchuk. However, the new pay scale provides that customer service agents and baggage handlers in Denver may top out at an hourly rate of $13.90 beginning January 1, 2010, according to the Post. The standardized pay scale is part of Republic's integration effort "to create equity between employees at Republic, Frontier and Midwest Airlines" after Republic purchased the two airlines in 2009. With Frontier under Republic's wing, "some employees who have long tenures would see their pay frozen until the scale catches up through incremental increases," the report added. Amid the workers' clamor, Frontier has said that it is re- evaluating the pay scale in January 2010 to address the pay concerns and determine if adjustments that are right and necessary must be made. Still as part of its integration process, Republic announced in December 2009, that it is relocating 140 Denver-based Frontier include dispatchers, engineers and crew schedulers to Indianapolis, to add up to 300 full-time positions in 2010. The added jobs in Indianapolis make Republic eligible for up to $4 million in economic incentives through 2010. In November 2009, Republic said it planned to move 200 Frontier mechanics and its heavy-maintenance facility to Milwaukee, where Midwest is based. Republic CEO Bryan Bedford says 3,500 employees will remain in Denver. "The move will be a seamless process for our customers and will not result in changes in flight frequency or destinations offered in our branded network," Mr. Bedford said. Denver will remain by far Republic Airways' largest employment center and hub, with a continued workforce of more than 3,500 employees, Mr. Bedford added. Republic completed its purchase of 100% of the equity in Reorganized Frontier for $108.75 million on October 1, 2009. The Transaction was hinged on the relinquishment of all of Republic's rights under Frontier's Plan of Reorganization to any distribution on account of Republic's allowed general unsecured claims against the Debtors. Republic also serves as equity plan sponsor for Frontier's Chapter 11 Plan. About Frontier Airlines Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent company of Denver-based Frontier Airlines and Lynx Aviation. Currently in its 16th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation is made up of one of the youngest Airbus fleets in North America offering 24 channels of DIRECTV(R) service in every seatback along with a comfortable all- coach configuration. In conjunction with a fleet of Bombardier Q400 aircraft operated by Lynx Aviation, Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. In addition, Frontier and Midwest Airlines, a subsidiary of Republic, have a codeshare partnership that allows passengers of both airlines access to 70 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. As reported by the TCR on August 14, Republic Airways Holdings, Inc. (NASDAQ: RJET) has been declared the winning bidder in the auction to acquire Frontier, beating Southwest Airlines. Republic Airways expects to close on its purchase of Frontier Airlines on or about Oct. 1, 2009, after which Frontier and Lynx will become subsidiaries of Republic, alongside Midwest Airlines and Republic's other wholly owned subsidiaries. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FUNDAMENTAL PROVISIONS: Amends List of Creditors ------------------------------------------------ Fundamental Provisions, L.L.C., has filed with the U.S. Bankruptcy Court for the Middle District of Louisiana amendments to its list of creditors. The Debtor filed this amendment to the Debtor's list of creditors in January 4, 2009: http://bankrupt.com/misc/lamb09-11897.pdf The Debtor previously filed this addition to the list on December 9, 2010: Arby's 22826 Hwy 59 Robertsdale, AL 36567 PFG P. O. Box 19169 Richmond, VA 23242 Popeyes Ad Fund 5555 Glenridge Connector NE Suite 300 Atlanta, GA 30342 Templet & Templet 125 Thruway Park Broussard, LA 70518 Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897). Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco, Inc. -- also filed Chapter 11 bankruptcy petitions. Barry W. Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists the Debtors in their restructuring efforts. Fundamental Provisions listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. FUNDAMENTAL PROVISIONS: Seeks Access to Cash Collateral ------------------------------------------------------- Fundamental Provisions, L.L.C., et al., have sought approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to use cash securing their obligations to their prepetition lenders. Certain creditors, including the Internal Revenue Service, may claim a lien on the Debtor's credit card deposits, which constitute cash collateral. As of the date of filing, the Debtors estimate that it has approximately $25,000 in credit card slips that have been deposited for collection, which creditors may assert constitute cash collateral. In the ordinary case, these credit card deposits are collected and replaced on a daily basis with other credit card deposits arising from the sale of food and beverages. Barry W. Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, L.L.C., the attorney for the Debtors, explains that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/FUNDAMENTAL_PROVISIONS_budget.pdf The Debtors seek authority to exceed each line item in the Budget by up to 20%. In exchange for using the cash collateral, the Debtors propose to grant the prepetition lenders replacement security interests in and liens on all post-petition assets of the Debtor and its estates on which the Secured Creditors held valid and perfected liens as of the Petition Date and all proceeds, rents and products of all of the foregoing and all distributions thereon, in the same respective priority they held prior to the Petition Date, and subject only to valid, perfected, enforceable and nonavoidable liens and security interests granted by law or by the Debtor to any person or entity that were superior in priority to the prepetition security interests and liens held by the Secured Creditors. The Debtors assert that all Cash Collateral now existing and hereafter acquired will be deposited and maintained by the Debtor in certain bank accounts, pending disbursement in the ordinary course of business of the Debtor consistent with the provisions of this Proposed Interim Order and the Budget. The Debtors ask the Court to set a final meeting for January 8, 2010 at 9:00 a.m. Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897). Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco, Inc. -- also filed Chapter 11 bankruptcy petitions. Barry W. Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists the Debtors in their restructuring efforts. Fundamental Provisions listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. GENERAL MOTORS: Reports 6% Sales Decline From 2008 -------------------------------------------------- General Motors on Tuesday said GM dealers in the U.S. reported 160,996 retail deliveries in December -- a 7% increase compared to last year, and a 50% increase over last month. Retail sales of Chevrolet, Buick, GMC and Cadillac brands were 146,419 -- up 13% for the month. In total, GM dealers in the U.S. delivered 208,511 vehicles in December. This represents a total sales decline of 6% from the previous year, driven primarily by declines in fleet sales (33%) and in sales of non-core brands (55%). "The fact that our retail market share has increased two full points from the third to fourth quarters demonstrates that we are strengthening our brands," said Susan Docherty, GM vice president, U.S. Sales. "We are delivering a healthier sales mix and earning consumer confidence through our launch vehicles such as Chevy Equinox and Camaro, Buick LaCrosse, GMC Terrain and Cadillac SRX." In 2009, GM dealers delivered 2,084,492 vehicles, down 30% compared with 2008. "The year-over-year comparison reflects a 38% reduction in fleet, reduced overall incentive spending and the orderly wind-down of the Pontiac and Saturn brands," Docherty said. "Our sell-down of Pontiac and Saturn inventory is 10 months ahead of schedule and we only have about 1,700 vehicles left - 800 Pontiacs and 900 Saturns. This shows real progress in our action plans." Other December Key Facts: * Retail sales of Chevrolet, Buick, GMC and Cadillac brands were 13% higher than in 2008 -- achieved with 47% less inventory than last year * Chevrolet retail sales were up 14% -- driven by strong sales of Camaro (7,518 sales -- segment leader for 7th straight month), Traverse (up 92%), Malibu (up 34%) and Equinox (up 137%) * Buick retail sales were up 32% compared with a year ago on the continued strength of LaCrosse (up 370%) and Enclave (up 37%) * GMC retail sales were up 4% vs. December 2008 on strong Acadia sales (up 49%) and Terrain (up 197% vs. the vehicle it replaced, Pontiac Torrent) * Cadillac retail sales were up 7%, led by the 2010 SRX, with sales 357% higher than a year ago (4,880 vs. 1,069) * December month-end dealer inventory of 385,000 -- the lowest year-end level on record * Total GM crossover retail sales were up 67% "The year 2009 was a watershed year for us in many ways. From our dealer restructuring to our focus on Chevrolet, Cadillac, Buick and GMC, we have made the difficult but necessary decisions to position our new company for success," Ms. Docherty added. "We're looking forward to 2010 as a year when the economy continues a modest recovery, industry sales begin to improve and our outstanding new products build additional sales momentum." "May the Best Car Win" Campaign; 60-Day Money Back Guarantee GM said its 60-day money-back guarantee and "May the Best Car Win" message demonstrated confidence in Chevrolet, Buick, GMC and Cadillac and improved consumer consideration. "Americans have given our cars, crossovers and trucks a strong vote of confidence, and we take that very seriously," Ms. Docherty said. "We've listened to those who've returned their vehicles to help us continue designing and building products our customers deserve." More than 419,000 vehicles have been sold during the campaign and results show that almost all customers chose to keep their vehicles. Just 310 customers have returned their vehicles - approximately 0.007% of all eligible vehicles sold. Other Brands Sold 14,687 Total Vehicles in December GM's wind-down of non-core brands has been orderly and is now 10 months ahead of schedule. These brands represented 9% of retail sales in December, compared with 15% in May 2009. Inventories for the combined brands totaled 5,123 units at December month-end, representing a 95% decrease compared to the end of May 2009 (112,141 units). Management Discussion of December Sales Results "Increasingly, we are seeing signs of a global economic recovery," said Mike DiGiovanni, executive director, Global Market and Industry Analysis. "In the U.S., with firm used car prices, low interest rates and an improving economic outlook we expect industry sales to improve after a dismal 2009 performance." -- U.S. Economy * Overall, economic leading indicators point to a continuing recovery in 2010, although risks remain. * Job losses slowed significantly in November, and the unemployment rate dropped from 10.2% to 10%. However, this is still high by historical standards. * Although consumer confidence improved in December to the second highest level in 2009, it is likely to stay tepid due to the high unemployment rate. * Housing market is mixed. Although existing home sales are surging, new home sales and home prices have softened recently. * Manufacturing sector continues to expand due to depleted inventory and better than expected holiday sales. -- U.S. Auto Industry * The U.S. December 2009 SAAR is estimated to be approximately the same as November -- 11.0 to 11.2 million (total industry estimate) -- resulting in total vehicle sales of 10.6 million for the entire 2009 CY, the lowest since 1982. * Based on the strengthening U.S. economy, 2010 CY sales are projected to rise to between 11.0 to 12.0 million. * * * Ford said higher sales in every product category and for every brand propelled the Company to a 33% sales increase in December versus a year ago. Ford cars were up 42%, crossovers were up 51%, sport utilities were up 33%, and trucks and vans were up 18%. Among brands, Ford sales were up 37%, Lincoln sales were up 16% and Mercury sales were up 6%. Chrysler Group on Tuesday reported that December 2009 sales increased 36% compared with November 2009 and 20 of 24 vehicles posted sales increases for the same time period. Chrysler Group reported total U.S. sales for December of 86,523 units. Sales increased 36% month-over-month and declined 4% year-over-year. The company finished the year with 931,402 units sold, a decline of 36% compared with 2008. Inventory is down 55% compared with December 2008, with 178,538 units in inventory, representing a 58- day supply. Overall industry figures for November are projected to come in at an estimated 11.3 million SAAR. According to The New York Times' Nick Bunkley, auto industry tracking firm Autodata said Tuesday new-vehicle sales in the United States increased 15% in December. But for the year, foreign and domestic automakers combined sold only about 10.4 million vehicles; that was down 21% from 2008. The Times relates Jesse Toprak, vice president for industry trends and insights at TrueCar.com, a site that tracks sales and pricing, said, "The healing has started, but we're nowhere near fully healthy yet." NY Times says Chrysler fell to fifth place for the full year for the first time, edged out by Honda, whose sales rose 24% in December. NY Times also reports nearly all foreign automakers said their United States sales increased last month when compared with December 2008. According to the Times, sales were up 44% at Kia, 41% at Hyundai, 32% at Toyota, 18% at Nissan and 16% at Volkswagen. Only three automakers -- Hyundai and Kia, which are affiliated, and Subaru -- sold more vehicles in 2009 than they did in 2008, the report notes. The Times reports automakers expect the year ahead to be much less turbulent than 2009. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had 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) GHI PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: GHI Properties Corp. 17300 N. Dallas Parkway, Suite 2040 Dallas, TX 75248 Bankruptcy Case No.: 10-40124 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Debtor-affiliate filing separate Chapter 11 petition: Debtor: GHI Properties Joint Venture 17300 N. Dallas Parkway, Suite 2040 Dallas, TX 75248 Bankruptcy Case No.: 10-40125 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtors' Counsel: J. Robert Forshey, Esq. Forshey & Prostok, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: (817) 877-8855 Email: jrf@forsheyprostok.com The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petitions. The petitions were signed by D. Ronald Allen, president of the Company. GILBERT VILHAUER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Gilbert Calvin Vilhauer Kay Lynn Vilhauer 34656 121st Street Hosmer, SD 57448 Bankruptcy Case No.: 10-10003 Chapter 11 Petition Date: January 4, 2009 Court: United States Bankruptcy Court District of South Dakota (Northern (Aberdeen) Judge: Charles L. Nail, Jr. Debtors' Counsel: David J. Fransen, Esq. PO Box 1433 Aberdeen, SD 57402 Tel: (605) 226-8234 Email: fransenlaw@qwestoffice.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $3,438,670, and total debts of $4,091,469. 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/sdb10-10003.pdf The petition was signed by the Joint Debtors. GLOBAL CONTAINER: U.S. Trustee Appoints 3-Member Creditors Panel ---------------------------------------------------------------- Diana G. Adams, the U.S. Trustee for Region 2, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Global Container Lines, Ltd., and its debtor- affiliates. The Creditors Committee members are: 1. Blue Sea Capital Attn: Matt McCleery, president 62 Southfield Avenue Building 2, Suite 214 Stanford, CT 06902 Tel: (202) 550-2626 Fax: (202) 406-0110 2. Briarcliff Ltd. Attn: Heidi Liss, Esq. c/o Akin Gump, Strass, Hauer One Bryant Park New York, NY 10036 Tel: (212) 872-1047 3. Key Equipment Finance, Inc. Attn: Richard B. Saulsbery, VP 66 South Pearl Street Albany, NY 12207 Tel: (518) 257-8542 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Garden City, New York-based Global Container Lines Limited filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. E.D. N.Y. Case No. 09-78585). C. Nathan Dee, Esq., and Matthew G. Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. GOOD TIMES: Complies With NASDAQ Marketplace Rule 4350(b)(1)(B) --------------------------------------------------------------- Good Times Restaurants Inc. disclosed that its audited financial statements for the fiscal year ended September 30, 2009, included in the Company's Annual Report on Form 10-K, filed on December 29, 2009, contained a "going concern" explanatory paragraph in the unqualified audit opinion received from its independent registered accounting firm, Hein & Associates LLP. The Company's ability to continue as a going concern is due to the classification of its note payable to Wells Fargo Bank NA as a current liability which resulted from certain loan covenant defaults that existed as of September 30, 2009 and recent losses from operations which, together with Management's plan to address the going concern issue, is discussed in more detail in the financial statements included in its Annual Report on Form 10-K for the year ended September 30, 2009. Even though the Company has never been in any payment default, the classification of the entire Wells Fargo note payable as a current liability and the right of Wells Fargo to accelerate the required payment of the note, means the Company does not show the ability to fully satisfy its liabilities in the normal course of business without raising additional capital. As previously reported on Form 8-K, the Company announced that its Board of Directors has formed a Special Committee to explore and evaluate strategic alternatives aimed at enhancing shareholder value and explore alternatives to reduce the cost burdens of being a publicly held entity, including the hiring of Mastodon Ventures, Inc. to provide strategic advisory services and explore other strategic alternatives that will further the long-term business prospects of the Company and provide incremental value to its shareholders. The foregoing activities are continuing without yet any specific recommended alternatives. This announcement is required by Nasdaq Marketplace Rule 4350(b)(1)(B), which requires separate disclosure of receipt of an audit opinion containing a going concern explanatory paragraph. This announcement does not represent any change or amendment to the Company's financial statements or to its Annual Report on Form 10-K for the fiscal year ended September 30, 2009. The consolidated financial statements of the Company do not include any adjustments related to the going concern opinion and have been prepared under the assumption that the Company will continue as a going concern. Good Times Restaurants Inc. -- http://www.goodtimesburgers.com/-- is a holding company for its wholly owned subsidiary, Good Times Drive Thru Inc. Good Times Drive Thru Inc. is engaged in the business of developing, owning, operating and franchising hamburger-oriented, drive-through restaurants under the name Good Times Burgers & Frozen Custard. Most of the Company's restaurants are located in the communities of Colorado, but it also has franchised restaurants in Idaho, North Dakota and Wyoming. As of September 30, 2008, the Company operated and franchised a total of 52 Good Times restaurants, of which 48 are in Colorado, with 43 in the Denver greater metropolitan area, three in Colorado Springs, one in Grand Junction and one in Silverthorne. HAWAIIAN TELCOM: Court Issues Written Confirmation Order on Plan ---------------------------------------------------------------- Judge Lloyd King of the United States Bankruptcy Court for the District of Hawaii entered on December 30, 2009, an order confirming the Amended Joint Plan of Reorganization of Hawaiian Telcom Communications, Inc., and its debtor affiliates. Findings of fact and conclusions of law in support of confirmation of the Amended Plan was simultaneously inked by the Court on the same date. Judge King previously confirmed the Amended Plan on November 13, 2009. Judge King acknowledged that the Amended Plan is based on the range of enterprise values determined by the Debtors' financial advisor, Lazard Freres & Co. LLC. Recoveries under the Amended Plan are based on the Debtors' prepetition capital structure as supplemented by the Debtors' negotiations with the Secured Lenders, the Court noted. The Official Committee of Unsecured Creditors, however, objected to the Amended Plan on the bases of (i) the estimated total enterprise value of Hawaiian Telcom, (ii) the value of the Debtors' unencumbered assets, (iii) the value and utility of warrants provided to the Senior Noteholders, and (iv) the allocation of value between the Secured Lenders and the unsecured creditors. Upon review, Judge King accepted Lazard's total enterprise valuation of the Debtors. Lazard, specifically, held that the Debtors' total enterprise value or TEV is $387.5 million and the Debtors' total distributable value or TDV is $460 million. TDV is calculated by adding to TEV $52 million of cash on hand after administrative expenses and $20 million of non-core assets. All valuation experts employed three commonly accepted valuation methodologies, namely the comparable company analysis, the precedent transaction analysis, and the discounted cash flow analysis. Judge King opined that the Debtors' range enterprise value, which is between $350 million and $424 million, is reasonable. Judge King further acknowledged that the Debtors properly valued their unencumbered assets at $33.1 million. Moreover, the Court held that Hawaiian Telcom proved that "new warrants" to be issued under the Plan are an appropriate form of recovery and that the Warrants have a value of $12.3 million. The New Warrants refer to warrants to acquire a number of shares of new common stock equal to 12.75% of the outstanding new common stock at a 12.5% discount to Plan Equity Value and with an expiry date of five years from the Effective Date. Under a warrant agreement, Reorganized Hawaiian Telcom Holdco, Inc., will issue New Warrants to holders of Allowed Senior Notes Claims. Hawaiian Telcom, the Court noted, has established it is protecting substantial tax benefits by using Warrants instead of common stock under the Amended Plan. Judge King also found that the Debtors properly allocated value to their constituents under the Amended Plan. The Amended Plan specifically provides for a recovery of $12.3 million of value in warrants to holders of Class 5 Claims as well as up to $500,000 in cash to holders of other general unsecured claims. Under a traditional waterfall, recoveries to unsecured creditors would be less than $10.6 million. The Amended Plan provides a recovery of $12.8 million for the unsecured creditors, which is greater than the amount the unsecured creditors would receive under a traditional waterfall plan, Judge King opined. Against this backdrop, the Court held that the Hawaiian Telcom Amended Plan satisfies Section 1129 of the Bankruptcy Code: (1) The Amended Plan complies with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(1). The classification of Claims and Interests under the Amended Plan is proper under the Bankruptcy Code. Pursuant to Sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, the Amended Plan provides for the separate classification of Claims and Interests into 18 Classes based on differences in the legal nature or priority of the Claims and Interests. (2) The Amended Plan satisfies Section 1129(a)(2) in that the Debtors: (a) are proper debtors under Section 109 of the Bankruptcy Code; (b) have complied with all applicable provisions of the Bankruptcy Code; and (c) have complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and the Disclosure Statement Order in transmitting the solicitation materials and in tabulating the votes with respect to the Amended Plan. (3) The Debtors proposed the Amended Plan in good faith, with the legitimate and honest purpose of reorganizing Hawaiian Telcom's ongoing business while maximizing the value of each of the Debtors and the recovery to creditors and other stakeholders. In addition to the extensive negotiations with the Secured Lenders, the Debtors' management team maintained open dialogues with other key constituents. The Debtors worked with the State of Hawaii to keep the Hawaii Public Utilities Commission informed about the restructuring process. Moreover, the Debtors maintained an open dialogue with the Creditors' Committee and worked diligently to bridge the gap between the Creditors' Committee and the Secured Lenders. Thus, the Amended Plan complies with Section 1129(a)(3). (4) Pursuant to the Amended Plan, all payments made or to be made by the Debtors for services or for costs and expenses in or in connection with their Chapter 11 cases or in connection with the Amended Plan and incident to their Chapter 11 cases, have been approved by, or are subject to the approval of the Bankruptcy Court. Thus, the Amended Plan satisfies Section 1129(a)(4). (5) The Amended Plan satisfies Section 1129(a)(5) in that the identity and affiliations of the persons proposed to serve as initial directors and officers of the Reorganized Debtors have been disclosed. Hawaiian Telcom Holdco, Inc.'s officers immediately prior to the effective date of the Amended Plan will serve as the initial officers of Reorganized Hawaiian Telcom on or after the Effective Date. The Debtors have disclosed the compensation of these officers. In addition, the Amended Plan states that Hawaiian Telcom's current president and chief executive officer, Eric K. Yeaman, will be appointed to the board of directors of Reorganized Hawaiian Telcom. Lehman Commercial Paper Inc., as administrative and collateral agent for the Secured Lenders, has engaged Spencer Stuart to assist the Debtors in selecting additional members of the board of directors for Reorganized Hawaiian Telcom. Similarly, the new board of Hawaiian Telcom will be established and the company's by-laws will be deemed approved. In conjunction, the Management Employment Agreements will be assumed by the Reorganized Debtors. The Debtors and Mr. Yeaman will amend an employment agreement between themselves in accordance with a term sheet agreed between Lehman Commercial and Mr. Yeaman on December 18, 2009. The Amended CEO Agreement will be deemed assumed on the Effective Date. (6) The Amended Plan does not contain any rate changes subject to the jurisdiction of any governmental regulatory commission, thus satisfying Section 1129(a)(6). (7) As shown in the liquidation analysis prepared by Zolfo Cooper LLC, restructuring consultant of the Debtors, holders of Class 5 Senior Notes Claims will recover as much or more value as a result of confirmation of the Amended Plan than through a hypothetical Chapter 7 liquidation. The Senior Noteholders will receive 2.1% recovery under the Amended Plan instead of 0 to 0.9% recovery under a Chapter 7 liquidation. Moreover, Classes 15-18 will receive more under the Amended Plan than they would in a Chapter 7 liquidation. Thus, the Amended Plan meets the requirements of Section 1129(a)(7). (8) Section 1129(a)(8) requires that each class of claims or interests must either accept a plan or be unimpaired under a plan. Classes 1, 2, 4 and 15 are unimpaired classes of claims and Class 16 is a class of unimpaired intercompany interests, each of which is conclusively deemed to have accepted the Amended Plan in accordance with Section 1126(f) of the Bankruptcy Code. Classes 3, 7, 8, 9, 10, 11, 12, 13 and 14 are impaired classes and have voted to accept the Amended Plan. Class 5, an Impaired Class, has voted to reject the Amended Plan. Classes 6, 17, and 18 are not receiving any distributions under the Amended Plan and are deemed to reject the Amended Plan pursuant to Section 1126(g). The Amended Plan thus does not satisfy Section 1129(a)(8). Nevertheless, the Court noted that the Amended Plan is fair and equitable even though holders of Class 5 Senior Noteholder Claims rejected the Amended Plan because no holder of a claim or interest that is junior to the claims of the Senior Noteholders will receive or retain any property under the Plan on account of that junior claim or interest pursuant to Section 1129(b)(2)(B)(ii) of the Bankruptcy Code. (9) The treatment of Administrative Claims and Priority Tax Claims under the Amended Plan is in accordance with the requirements of Section 1129(a)(9). (10) Classes 3, 7, 8, 9, 10, 11, 12, 13, and 14, all of which Are impaired, voted to accept the Amended Plan, thus Satisfying Section 1129(a)(10). (11) The Amended Plan is feasible as required by Section 1129(a)(11). The information provided in the Disclosure Statement and evidence proffered during the confirmation trial establish that confirmation is not likely to be followed by the liquidation or the need for further financial reorganization of Reorganized Hawaiian Telcom. Based on the projections, a revised strategic business plan, and a significantly deleveraged capital structure, the Debtors aver that they will be well-positioned to compete in their industry going forward. (12) The Amended Plan provides for the payment of all fees payable by the Debtors under Section 1930(a) of the Judiciary and Judicial Procedure. Thus, the Amended Plan satisfies Section 1129(a)(12). (13) In accordance with Section 1129(a)(13), the Amended Plan provides that on or after the Effective Date, the payment of all retiree benefits as defined under Section 1114 of the Bankruptcy Code will continue pursuant to applicable law. Specifically, the Reorganized Debtors will continue to sponsor the Hawaiian Telcom Hourly Employees Pension Plan and the Hawaiian Te1com Management Pension Plan as defined under Section 3(35) of the Employee Retirement Income Security Act. The Hawaiian Telcom Hourly Employees Pension Plan and the Hawaiian Telcom Management Pension Plan are subject to the minimum funding requirements of the ERISA and the Internal Revenue Code. No provision of the Plan, the Confirmation Order or Section 1114 will be construed to discharge, release or relieve the Debtors or any other party from any liability with respect to the Debtors' pension plans under the ERISA or the Internal Revenue Code. Moreover, neither the Pension Benefit and Guaranty Corporation nor the Debtors' pension plans will be enjoined from enforcing that liability as a result of any provisions in the Amended Plan or the Confirmation Order for satisfaction, release or discharge of Claims. (14) The Debtors do not owe any domestic support obligations, are not individuals and are non-profit corporations. Thus, Sections 1129(a)(14), 1129(a)(15) and 1129(a)(16) do not apply to the Debtors Other Rulings Moreover, pursuant to the Confirmation Order, Judge King allowed the claims of the Secured Lenders, aggregating $599,072,812, plus: (a) payment of cash interest calculated at the non-default rate of interest with respect to $300 million of outstanding obligations under the (i) Credit Agreement and (ii) swap and hedging contracts among Hawaiian Telcom, Hawaiian Telcom Holdco and certain subsidiaries and the lender parties under the Credit Agreement from November 1, 2009, through the effective date of the Amended Plan; (b) deemed payment of interest with respect to the balance of the outstanding Senior Secured Obligations, with amounts being included in the amount of the Senior Secured Claims to Lehman Commercial on behalf of the Secured Lenders, under the Cash Collateral Order between November 1, 2009, and the Effective Date; (c) all accrued and unpaid fees and expenses owing as of the Effective Date with respect to the Senior Secured Obligations or provided for in the prepetition financing documents; and (d) unpaid documented fees and expenses due under the Prepetition Financing Documents. The Allowed Senior Secured Claim will include $7,780,662 on account of the claim owing to Goldman Sachs Bank USA, as party to an ISDA Master Agreement. The Reorganized Debtors are expected to fund distributions with: (a) Cash; (b) New Term Loan. The Reorganized Debtors are authorized to enter into; (c) Intercompany Account Settlement. The Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine necessary to enable the Reorganized Debtors to satisfy their obligations under the Amended Plan; (d) New Common Stock. The Reorganized Hawaiian Telcom Holdco is authorized to issue 20,000,000 shares of common stock and 5,000,000 preferred shares under Reorganized Hawaiian Telcom Holdco's Certificate of Incorporation. On the Effective Date, Reorganized Hawaiian Te1com Holdco will issue and distribute the initial number of shares of New Common Stock to the distribution agent for holders of Allowed Claims in Class 3, subject to dilution on account of New Warrants, Rights Offering and Management Equity Incentive Program. Moreover, 10% of the outstanding New Common Stock will be reserved for the Management Equity Incentive Program. (e) New Warrants. On the Effective Date, the Distribution Agent will issue New Warrants to holders of Allowed Senior Notes Claims in Class 5, pursuant to a New Warrant Agreement. (f) Rights Offering. Each of the Debtors and the Reorganized Debtors are authorized to take all actions necessary in furtherance of the consummation and implementation of the Rights Offering. Moreover, all executory contracts or unexpired leases, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed assumed, in accordance with Sections 365 and 1123 of the Bankruptcy Code. All proofs of claim with respect to claims arising from the rejection of Contracts pursuant to the Amended Plan or the Confirmation Order, if any, must be filed with the Bankruptcy Court no later than 30 days after the earlier of (i) a notice of entry of an order approving the rejection of that Contract, or (b) the Plan Effective Date. With respect to a Telecommunication Facility Interconnection Agreement between the Debtors and Pacific LightNet, Inc., nothing in the Confirmation Order will approve the Debtors' rejection of the Agreement, the Court held. All rights, claims and defenses of Pacific LightNet and the Debtors with respect to the rejection of that Agreement are preserved pending further order of the Court or agreement by the parties. Similarly, Judge King clarified that nothing in the Confirmation Order will approve the Debtors' rejection of these contracts between the Debtors and the State of Hawaii Department of Transportation: (1) UA #1846, NH-030-1(35)R Honoapiilani Highway Bypass PhlA, Ikena Avenue Bypass; (2) UA 1476, Project 50E-Ol-98, Kaumualii - Kuhio and Rice Street Intersection Improvement; W.O. 4080/8POOIDB, Relocate Pole and Cable Fac's; Raise MH's by State DOT; (3) MOU 1973 Project No. 28 580A-01-07M Kuamoo Road Resurfacing Kuhio Highway to Liika Place; (4) UA 1617, Project No. 56A-01-04M Kuhio Highway, Resurfacing, Vicinity of Hanamulu; Raise PB; (5) UA 1865, Project 50DE-01-05M, Kaumualii Highway Resurfacing, Lihue Mill Bridge to Puhi Road; (6) UA 1281, Project No. STP-056-1(37), Kuhio Highway, Resurfacing, Wailua to Kapaa; Adjust Telephone HM (6) and PB (1); and (7) UA 1753 Interstate Route H-l Widening, Waimalu Viaduct Westbound, Pearl City Off-Ramp to Kaonohi Street. The Court held that all of the Debtors' insurance policies and any related agreements, documents or instruments are treated as executory contracts under the Amended Plan. Thus, on the Effective Date, the Debtors will be deemed to have assumed all insurance policies and any related agreements relating to coverage of all insured claims. Similarly, Judge King averred that nothing in the Confirmation Order or the Amended Plan will in any way operate to impair in any respect the legal, equitable or contractual rights and defenses of the insured or insurers with respect to any insurance policies and related agreements between the Debtors and members of the ACE group of companies. The rights and obligations of the insureds and insurers will be determined under the terms of the ACE Policies, which will remain in full force and effect, and under any applicable non-bankruptcy law. Moreover, Judge King approved a settlement among the Debtors, Lehman Commercial and the Creditors Committee. The salient terms of the Settlement are: (i) The Creditors' Committee and its individual members will be deemed to have waived their right to appeal entry of the Confirmation Order and the Bankruptcy Court's Findings of Fact and Conclusions of Law; (ii) The Debtors will be authorized to pay any Allowed Professional Fees Claims of the Creditors Committee's Professionals in full and in Cash in accordance with the relevant orders of the Court; provided, however, that all Lien Investigation Prosecution Fees and accrued and unpaid Professional Fee Claims of the Professionals retained by the Creditors' Committee as of the Effective Date will not be allowed on a final basis to the extent those Lien Investigation/Prosecution Fees and accrued and unpaid Professional Fee Claims cause the Debtors' Emergence Costs to exceed $20 million in the aggregate. Fees and expenses that have been paid but are not Allowed will be returned promptly to the Reorganized Debtors; (iii) Any Professional Fees Claims asserted by professionals of the Creditors Committee on account of "success fees," "transaction fees" or similar fees will not be Allowed. Professional Fee Claims asserted by the Creditors Committee's financial advisors on account of services rendered after December 18, 2009, will not be allowed; (iv) The counterclaims asserted by the Creditors Committee in the adversary proceeding styled as Lehman Commercial Paper, Inc. v. The Official Committee of Unsecured Creditors of Hawaiian Telcom Communications, Inc. and the Creditors Committee's appeal of the Bankruptcy Court's August 20, 2009 ruling will be deemed withdrawn. To the extent issues related to the Senior Secured Obligations have not been adjudicated in the Adversary Proceeding, the Creditors Committee will be deemed to have consented to entry of an order granting those claims in favor of Lehman Commercial; (v) The Creditors Committee will withdraw its request for an advisory opinion from the Hawaii Public Utilities Commission with respect to the validity and extent of the liens securing the Senior Secured Obligations; and (vi) To the extent requested by the Debtors or Lehman Commercial, the Creditors Committee and its counsel will use commercially reasonable efforts to expedite the approval by the Federal Communications Commission and the Hawaii Public Utilities Commission of the Amended Plan. All parties have had a full and fair opportunity to litigate all issues raised by the objections to the Amended Plan, or that might have been raised, and the Objections have been fully and fairly litigated, the Court held. Thus, all Objections, responses, statements and comments in opposition to the Amended Plan, and any reservation of rights that have not been withdrawn with prejudice in their entirety, waived or settled pertaining to Confirmation are overruled on the merits, Judge King ruled. A full-text copy of the Hawaiian Telcom Confirmation Order entered December 30, 2009, is available for free at: http://bankrupt.com/misc/HawTel_Dec30ConfirmationORD.pdf A full-text copy of the Findings of Fact dated December 30, 2009, is available for free at: http://bankrupt.com/misc/HawTel_Dec30FindingsofFact.pdf Amended Secured Loan Agreement Prior to entry of the Confirmation Order, the Debtors submitted to the Court on December 28, 2009, an exhibit containing a revised draft of a senior secured loan agreement among Reorganized Hawaiian Telcom Holdco, and Reorganized Hawaiian Telcom Communications, Inc., and certain lenders under the Amended Plan. On the Effective Date, the Reorganized Debtors will have substantially consummated the restructuring of their corporate and capital structures as provided in the Amended Plan, and which will include, among others: (i) entering into the Senior Secured Loan Agreement, Guaranty and Collateral Agreement and other related loan documents; (ii) converting all of the outstanding principal amounts under (x) an Amended and Restated Credit Agreement dated June 1, 2007, and (y) all outstanding obligations under certain swap and hedging contracts among Hawaiian Telcom, Hawaiian Telcom Holdco and certain subsidiaries and the lender parties under the Credit Agreement into: -- new senior secured term loans in an aggregate principal amount of $300,000,000; and -- shares of common stock of Reorganized Hawaiian Telcom Holdco, $0.01 par value per share, each to be issued to the Loan Lenders on the Effective Date of the Amended Plan. (iii) granting first priority security interests in substantially all of the assets of the Debtors to the Lenders to secure payment and satisfaction of the obligations under the Senior Secured Loan Agreement. A copy of the draft of the Senior Secured Loan Agreement is available for free at: http://bankrupt.com/misc/HawTel_RevSecuredLoanAgr.pdf About Hawaiian Telcom Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086). As reported by the TCR on December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors has been appointed and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they listed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of September 30, 2008. Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Hawaiian Telcom Communications, Inc., and seven of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) HAWAIIAN TELCOM: Proposes to Pay $787,000 to USAC ------------------------------------------------- Hawaiian Telcom Communications Inc. and its units seek the Court's permission to enter into an agreement with Universal Service Administrative Company, whereby the Debtors agree to pay $787,102 to the federal Universal Service Fund to address USAC's claim. Every interstate telecommunications carrier, including certain of the Debtors, is required under federal law to make monthly contributions to the Universal Service Fund. USAC administers the USF under the direction of the Federal Communications Commission. As permitted by applicable federal regulations, the Debtors collect USF contributions from their customers and remit the amounts collected from customers to the USF on a monthly basis. As of the Petition Date, the Debtors owed the USF $787,102 on account of contributions collected from customers during the period from November 1, 2008, through the Petition Date. The Debtors previously sought the Bankruptcy Court's authority to pay the USF Fees, but the Court denied the payment request. Theodore D.C. Young, Esq., at Kirkland & Ellis LLP, in Honolulu, Hawaii, discloses that USAC contacted the Debtors and requested that the Debtors renew the request for authority to pay the USF Fees. USAC advised the Debtors that it will take all appropriate steps to ensure that the USF Fees are either remitted to the USF or returned to the Debtors' customers from which they were received. The parties also engaged in discussions with respect to the payment of the USF Fees to USAC. Accordingly, in a stipulation with USAC, the Debtors agree to satisfy the USAC Claims on these terms: (a) The Debtors will pay the USF Fees to the USF immediately upon entry by the Court of an order approving the Debtors' Motion; and (b) Upon receiving notice from the Debtors of payment of the USF Fees, the Clerk of the Court will expunge the USAC Claims from the Debtors' claims register and the scheduled amounts will be deemed satisfied in full. Given the amount of the USF Fees at issue, it is not an efficient use of the Debtors' resources at this time to engage in litigation with USAC over payment of the USF Fees, Mr. Young points out. A litigation could not only potentially generate costly legal fees and expenses, but could also damage the Debtors' ongoing relationship with USAC and the FCC, he maintains. About Hawaiian Telcom Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086). As reported by the TCR on December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors has been appointed and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they listed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of September 30, 2008. Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Hawaiian Telcom Communications, Inc., and seven of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) HAWAIIAN TELCOM: Proposes to Purchase Kailua Property for $625,000 ------------------------------------------------------------------ Hawaiian Telcom Communications Inc. and its units maintain a number of central offices, which contain specialized telecommunications equipment that enable voice and data communications to be effectively routed through the Hawaiian Telcom network, including one central office located in Kailua, Loolaupko, Honolulu, Hawaii. The Kailua Central Office sits on two parcels of land. The Debtors own one of the parcels, and occupy the other parcel pursuant to a lease agreement between the Debtors' predecessor, Hawaiian Telephone Company, and Manuel George Calhau. The Leased Parcel houses a variety of telecommunications hardware, an underground storage tank, a power generator, commercial-grade network cable as well as other related equipment. Pursuant to the Lease, the Debtors have the right of first refusal to purchase the Leased Parcel on the same terms as any prospective third party purchaser. To exercise the right of first refusal, the Debtors must notify the Landlord of their intent to purchase the Leased Parcel within 30 days of receiving notice of the Landlord's intent to sell the Leased Parcel. On October 26, 2009, the Debtors received notice of the Landlord's intent to sell the Leased Parcel to a third party for the Purchase Price. Upon review, the likelihood that the third-party purchaser increases the rent at the end of the current term of the Lease as well as a determination that the purchase price of the Leased Parcel for $625,000 is less than the net present value of the projected Lease, the Debtors have arrived at a conclusion that exercising the right of first refusal pursuant to the Lease and purchasing the Leased Parcel is the prudent course of action for them to take. By this motion, the Debtors seek the Court's authority to buy the Leased Parcel for $625,000. Nicholas C. Dreher, Esq., at Kirkland & Ellis LLP, in Honolulu, Hawaii, points out that should the Landlord consummate the sale of the Leased Parcel to a third party, there is no guarantee that upon expiration of the Lease, the Debtors would be able to negotiate an extension of the Lease with the prospective purchaser on terms that would be acceptable to them. Moreover, the Debtors have determined that it makes good economic sense to simply purchase the Leased Parcel at a price that is less than the net present value of the Lease costs, he maintains. Judge King grants the Debtors' request. About Hawaiian Telcom Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086). As reported by the TCR on December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors has been appointed and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they listed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of September 30, 2008. Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Hawaiian Telcom Communications, Inc., and seven of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) HOST HOTELS: Fitch Assigns 'BB-' Rating to 144A Private Placement ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB-' rating to a 144A private placement by Host Hotels & Resorts, L.P., for which Host Hotels & Resorts, Inc., acts as sole general partner. The transaction closed on Dec. 22, 2009, and is comprised of $400 million aggregate principal amount of 2.5% exchangeable senior debentures due 2029, including the exercise of the $50 million over-allotment option by the initial purchasers. The net proceeds from the sale of the debentures, which are redeemable at Host's option beginning on Oct. 20, 2015, at the redemption price of 100% of the principal amount plus accrued interest, are approximately $391 million. Net proceeds will be used for debt repayment, including the redemption of the $346 million outstanding of Host LP's 7% series M senior notes due 2012, as well as the repayment of other outstanding debt and for general corporate purposes. Fitch's Issuer Default Rating for Host is 'BB-', and the Rating Outlook is Negative. Headquartered in Bethesda, MD, Host Hotels & Resorts, Inc., is a lodging real estate investment trust focused on luxury and upper upscale hotels. Host currently owns 112 properties with approximately 62,000 rooms, and also holds a non-controlling interest in a joint venture that owns 11 hotels in Europe with approximately 3,500 rooms. As of Sept. 11, 2009, the company had $12.1 billion in total assets and $6.1 billion in stockholders' equity. HSM ARCADIA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: HSM Arcadia Station, Ltd. 5001 Spring Valley Rd., Suite 1100W Dallas, TX 75244 Bankruptcy Case No.: 10-30131 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Gerald Philip Urbach, Esq. Hiersche, Hayward, Drakeley & Urbach 15303 Dallas Parkway, Ste. 700 Addison, TX 75001 Tel: (972) 701-7026 Fax: (972) 701-8765 Email: gurbach@hhdulaw.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 Don R. Plunk, president of the general partner of the Company. IMPERIAL INDUSTRIES: Receives NASDAQ Deficiency Notices ------------------------------------------------------- Imperial Industries, Inc., has received two NASDAQ Staff Deficiency letters on December 30, 2009, and January 4, 2010, respectively, stating that (a) the Company's common stock failed to close above the minimum closing bid price of $1.00 per share for 30 consecutive business days as required by NASDAQ Listing Rule 5550(a)(2) which requires all listed companies to maintain a minimum closing price of $1.00 per share and (b) the Company failed to hold an annual shareholders' meeting by the end of its fiscal year ending December 31, 2009, in violation of the continued listing standard set forth in NASDAQ Listing Rule 4350(e). In accordance with NASDAQ Listing Rule 5810 (c)(3)(A), the Company has been afforded a compliance period of 180 consecutive days, or until June 28, 2010, to regain compliance with the minimum closing bid price. As previously reported in the Company's current report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2009, the Company received a Staff Determination Notice from NASDAQ stating that the Company's plan to regain compliance with NASDAQ Listing Rules related to maintaining a minimum stockholders' equity of $2,500,000 was denied and as a result, the Company's common stock would be delisted from the NASDAQ Capital Markets. In response to the notice and pursuant to applicable NASDAQ rules, the Company appealed the determination and was granted a hearing before a NASDAQ Listing Qualifications Panel on January 28, 2010, to request NASDAQ's continued listing of the Company's common stock on the NASDAQ Capital Market. The appeal stayed the delisting of its common stock pending the hearing. The Company will also be able to present its views with respect to its additional deficiency of not holding a shareholders' meeting at the hearing scheduled on January 28, 2010. There can be no assurance that the Company will regain compliance, or will be able to demonstrate a plan to sustain compliance with the NASDAQ Listing Rules, in time to avoid delisting by NASDAQ. For more information and a more complete description of the NASDAQ Deficiency Notices, please refer to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2010. Imperial Industries, Inc. -- http://www.imperialindustries.com/-- is a building products company. The Company sells products primarily in the State of Florida and to a certain extent the rest of the Southeastern United States with facilities in the State of Florida. The Company is engaged in the manufacturing and distribution of stucco, plaster and roofing products to building materials dealers, contractors and others through its subsidiary, Premix-Marbletite Manufacturing Co. IRONHORSE COUNTRY: Files for Chapter 11 Bankruptcy -------------------------------------------------- Ironhorse Country Club filed for Chapter 11 bankruptcy after losing a battle to charge mandatory fees to residents and suffering a membership drop caused by failing economy, according to Kimberly Miller at Palm Beach Post Money. Ms. Miller says Thomas O'Malley, chairman of Switzerland-based refinery Petroplus, offered $2.4 million to purchase the Company. Ironhorse Country Club owns and operates a resort club located near Beeline Highway and Jog Road. IRONHORSE COUNTRY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Ironhorse Country Club, Inc. 8055 Ironhorse Boulevard West Palm Beach, FL 33412 Bankruptcy Case No.: 10-10086 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtor's Counsel: Bradley S. Shraiberg, Esq. 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 Email: bshraiberg@sfl-pa.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/flsb10-10086.pdf The petition was signed by John G. McGregor, vice president of the Company. J.K. DONALDSON: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: J.K. Donaldson Family Limited Partnership aka J&C Donaldson Family Limited Partnership 5808 Mariposa Drive McKinney, TX 75070 Bankruptcy Case No.: 10-40045 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: courts@joycelindauer.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 Kenneth Donaldson, managing general partner of the Company. JOSE JORGE: Files Amended List of Largest Unsecured Creditors ------------------------------------------------------------- Jose Jorge and Fatima Jorge filed with the U.S. Bankruptcy Court for the Eastern District of California an amended list of its largest unsecured creditors. A full-text copy of the amended list of unsecured creditors id available for free at: http://bankrupt.com/misc/JoseJorge_amendedListof Creditors.pdf Gustine, California-based Jose Jorge dba Jose M. Jorge Dairy and Jorge Family Dairym and Fatima Jorge filed for Chapter 11 on December 10, 2009 (Bankr. E.D. Calif. Case No. 09-62001.) Hilton A. Ryder, Esq. represents the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. JOSE JORGE: Wants to Hire McCormick Barstow as Bankruptcy Counsel ----------------------------------------------------------------- Jose Jorge and Fatima Jorge ask the Hon. W. Richard Lee of the U.S. Bankruptcy Court for the Eastern District of California for permission to employ McCormick, Barstow, Sheppard, Wayte & Carruth LLP as counsel. The firm will, among other things: -- examine the principals of the Debtors and other parties as to the Debtors' acts, conduct and property; -- prepare applications, motions, notices and proposed orders, together with supporting documentation, to be submitted to the Court; and -- identify, prosecute and defend claims and causes of action assertable by or against the estates. The Debtors propose to employ the firm under a general retainer because of the extensive legal services required for the estate. The Court document did not disclose the compensation for the firm's services Hilton A. Ryder, an attorney at the firm, assures the court that McCormick Barstow is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ryder can be reached at: McCormick, Barstow, Sheppard, Wayte & Carruth LLP 5 River Park Place East Fresno, CA 93720 Gustine, California-based Jose Jorge dba Jose M. Jorge Dairy and Jorge Family Dairym and Fatima Jorge filed for Chapter 11 on December 10, 2009 (Bankr. E.D. Calif. Case No. 09-62001). Hilton A. Ryder, Esq., represents the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. JUBILEE PARK: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Jubilee Park at Carolina Beach, LLC 15770 Dallas Parkway, Suite 700 Dallas, TX 75248 Bankruptcy Case No.: 10-30175 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Eric A. Liepins, Esq. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.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 $8,000,000, and total debts of $6,348,895. A full-text copy of the Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txnb10-30175.pdf The petition was signed by Bruce West Sr., V.P. of managing member of the Company. LAKE AT LAS VEGAS: Property Owners Seek $24 Billion in Damages -------------------------------------------------------------- Newsradio 840 KXNT reports that a group of property owners at Lake Las Vegas sued Credit Suisse seeking $24 billion in damages an to arguing that the bank engaged in a predatory to own scheme by burdening Lake Las Vegas' developers with more debt but the bank denied the allegation. 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. LAZARE KAPLAN: Files Claims Under Certain Insurance Policies ------------------------------------------------------------ Lazare Kaplan International Inc. announced that, in connection with its efforts to resolve the material uncertainties preventing it from timely filing its periodic reports under the Securities Exchange Act of 1934, the Company filed claims under certain of its insurance policies. Discussions of such material uncertainties have been previously disclosed by the Company on its Forms 8-K filed with the Securities and Exchange Commission on September 1, 2009, September 16, 2009, October 8, 2009, and October 21, 2009. On January 2, 2010, in connection with such claims, the Company and certain insurers of the Company and underwriters of the Insurance Policies, entered into an Agreement for Interim Payment. Pursuant to the Agreement, the Underwriters agree to pay to the Company, prior to conclusion of their claim investigation, (a) an interim payment of $28 million pursuant to claims made by the Company under the Insurance Policies, and (b) the Company's "sue and labor" costs and expenses. Except with respect to any rights of subrogation, the Underwriters waive and release any right to recover the interim payment, directly or indirectly by any means, from the Company either by way of offset, setoff, recoupment, counterclaim or otherwise. In return, the Company waives all rights at law, equity or otherwise to pursue claims for consequential, extra-contractual or tort-like claims against the Underwriters in their capacity as having subscribed to the Insurance Policies, and agrees to pursue only such indemnity under the Insurance Policies that provably exceeds the interim payment. The Company is continuing to discuss with the Underwriters claims that it believes provably exceed such interim payment. Pursuant to the Agreement, the Underwriters have committed to reach a decision by May 3, 2010, as to whether the Company has coverage under the Insurance Policies with respect to the claims and, if so, the amount of payment for the same. The interim payment by itself does not resolve the material uncertainties, and the Company is continuing to pursue final resolution thereof through its remaining claims under the Insurance Policies as well as other strategies. The Company also announced the following: $25.0 Million Facility On February 19, 2008, Lazare Kaplan Belgium NV, a subsidiary of the Company, and Antwerp Diamond Bank NV ("ADB") entered into a Credit Confirmation Letter, pursuant to which ADB granted to the Subsidiary an uncommitted US$25 million credit facility. The Subsidiary previously used the $25M Facility from time to time for working capital purposes; however, as of December 29, 2009, there were no amounts outstanding under the $25M Facility. On December 29, 2009, ADB delivered a notice to the Subsidiary, stating that in accordance with the terms of the Credit Letter, it is terminating the $25M Facility as of January 28, 2010. There are no material early termination penalties to be incurred by the Company or the Subsidiary as a result of the termination of the Facility. $45.0 Million Facility On February 20, 2008, the Company and ADB entered into a Credit Confirmation Agreement, pursuant to which ADB granted to the Company an uncommitted US$45 million credit facility. The Company uses the $45M Facility for working capital purposes. As of December 30, 2009, approximately $43 million was reflected as outstanding under the $45M Facility by ADB. On December 30, 2009, ADB delivered a notice to the Company, stating that in accordance with the terms of the Credit Agreement, it is terminating the $45M Facility on March 1, 2010. Pursuant to such notice, ADB is claiming that the outstanding principal balance due and owing under the $45M Facility, plus accrued and unpaid interest, costs, charges and fees (including attorneys' fees) shall be due and payable on such termination date, which aggregate amount the Company has not as of yet ascertained. The Company sharply disputes ADB's claim that it has the right under the Credit Agreement to terminate the $45M Facility at this time. The Company believes that it has material defenses and counterclaims to any legal action that might be filed by ADB on the basis of the asserted termination. The Company expects to be in discussions with ADB to amicably resolve these matters, of which there can be no assurance of success. AMEX Listing On December 31, 2009, the Company submitted to NYSE Regulation, on behalf of NYSE AMEX LLC, a supplement to its Plan of Compliance originally submitted to the Staff on October 7, 2009, requesting an extension of the Exchange's delisting deadline to May 31, 2010, which would give the Company the time it believes necessary to prepare and file all delinquent Exchange Act reports. The Staff is currently reviewing the request. Lazare Kaplan International, Inc., sells its diamonds and jewelry products through a worldwide distribution network. The Company is noted for its ideal cut diamonds, which it markets internationally under the brand name, Lazare Diamonds(R). LEHMAN BROTHERS: LBI Closes Transactions With UniCredit ------------------------------------------------------- On November 19, 2009, the Court approved certain procedures to unwind, closeout and reduce to cash receivables owed by Lehman Brothers, Inc. Prior to the Petition Date, UniCredit Bank Austria AG entered into certain foreign exchange transactions with LBI and served as a custodial bank for LBI's business. In its capacity as custodian, UniCredit maintained cash and securities accounts for LBI, some of which were assets held by LBI for its customers. On the Petition Date, funds were due or to become due to LBI with respect to the Transactions. James W. Giddens, the trustee under SIPA to administer LBI's estate intends to effectuate the transfer of certain portions of the Custodial Assets to former account holders of LBI. Accordingly, the Trustee and Bank Austria desire to closeout the Transactions and Bank Austria desires to return the Custodial Assets. The Trustee has determined that it would be in the best interests of the LBI Estate, its customers and creditors that the outstanding Transactions be closed out subject to the payment of EUR48,860,066 in the manner and upon the terms agreed by the Trustee and Bank Austria. The Terms are: * Bank Austria will pay the Closeout Amount in immediately available funds within two business days upon the Court's approval of the Parties' agreement by wire transfer to: Union Bank, N.A. ABA No. 1220000196 A/C No. 3713096431 TRUSDG James W. Giddens, Trustee, LBI Funds Account, Account No. 6711860101 * Upon receipt by the Trustee of the Closeout Amount, the Transactions will be fully and finally closed without the need for any further Court approval or other action by the Parties. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: PwC's UK Plan Garners Support From Creditors ------------------------------------------------------------- PricewaterhouseCooper's claim resolution agreement has garnered support from most of the 1,300 creditors and is expected to win approval of the United Kingdom High Court by the December 29, 2009, from the 90% majority the firm needs for the deal to push through, the Telegraph U.K. reported on December 26, 2009. However, if the votes fall short, PwC is expected to ask for a three-week extension or request that creditors accept the deal with a smaller majority and move forward with a reduced group, the report said. Steven Pearson, joint administrator and partner at PwC, said: "This deal represents the last opportunity to find a one-size- fits-all solution to the problem. After this, it is a very slow and difficult process to get people's assets back to them." According to the report, the plan now on the table is a contractual agreement rather than a court-driven process, which the U.K. Court rejected early this year. The current plan uses specific valuation dates to count up how much is owed to hedge funds on their derivative positions. On aggregate, the dates and formula selected benefit more hedge funds than they disadvantage. The current plan aims to thaw about $11 billion in assets and return them to creditors before April 2010. PwC hopes to set a deadline with the U.K. court for further claims on the assets by the end of February 2010, with a goal of returning assets before the end of the first quarter. The creditors' committee in the U.K. bankruptcy case includes hedge-fund managers Ramius LLC, GLG Partners LP and Oceanwood Capital Management LLP. 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: UK Issues Ruling on Pre-Admin. Client Money ------------------------------------------------------------ The United Kingdom High Court, on December 15, 2009, handed down judgment on an application brought by the joint administrators of Lehman Brothers International (Europe) seeking directions relating to the client money held by LBIE prior to its administration. The judgment follows the joint administrators' directions application issued on 1 May 2009 which sought to address a number of uncertainties in the FSA's client money rules. LBIE's records identified client money claims of some $2.1bn. The Administrators hold some $1bn in segregated pre-administration client money. Mr. Justice Briggs noted in his judgment that the FSA's rules were unclear in a number of important respects but found that: 1. The pool of pre-administration client money consists of those bank accounts and transaction accounts used by LBIE in order to segregate client money. The balances of the bank accounts at the time of LBIE's administration totaled approximately US$2.1 billion. The Joint Administrators may not recover all of these balances. 2. LBIE is not required to top up or adjust the client money pool, whether: -- for clients for whom no or insufficient money was segregated at the time of administration; -- for movements between the time of last segregation, being the morning of 12 September 2008, based on figures at as close of business on 11 September 2008, and the time of administration; or -- to make good any credit loss shortfall including, for example, the shortfall arising by reason of the insolvency of Lehman Brothers Bankhaus AG, with which LBIE had deposited US$1 billion of client money on 12 September for repayment on 15 September 2008). 3. The client money pool is to be distributed to those clients for whom LBIE had segregated client money at the time of its administration. These will generally be those clients who have already received information from the Joint Administrators advising them how much client money LBIE's books and records indicate was segregated for them by LBIE at the time of administration. Mr. Justice Briggs said that if the creditors have not received any information, it is likely LBIE did not segregate any client money for the creditors at the time of administration. Mr. Justice said his judgment does not permit the creditors to claim against the client money pool. 4. Clients' client money entitlements are to be calculated at the time of administration by reference to what was segregated by LBIE for them at that time. For many clients, this will be the same as that which was segregated for them at the time when LBIE last conducted its reconciliation and segregation of client money on the morning of 12 September 2008, which it did using data as at close of business on 11 September 2008. However, for some futures clients, the amount segregated for them in respect of certain of their futures' positions was adjusted between close of business on 11 September 2008 and the time of administration to reflect fluctuations in the value of those futures' positions. Those clients' client money entitlements will therefore reflect that adjustment. Mr. Justice Briggs noted that the judgment does not address whether clients for whom LBIE segregated sums in respect of depot breaks or unapplied credits have a client money entitlement in respect of those amounts. That issue is expected to be dealt with by way of a short addendum to the judgment. 5. Clients will be required to give credit for client money paid to them by LBIE (or its affiliates on LBIE's behalf) prior to the time of administration. Where LBIE segregated money for clients in respect of fails and those clients have subsequently received the relevant securities, clients will also be required to give credit accordingly. 6. In the absence of an agreement to the contrary, LBIE may not exercise any right of set-off or retention against clients' distributions from the client money pool in respect of debts owed by those clients to LBIE. 7. Mr. Justice further noted that the judgment does not decide whether particular clients may or may not be able to bring claims against the general estate in relation to pre-administration client money, whether as unsecured creditors or for the return of identifiable client money held by LBIE outside the client money pool. However, the Court did address some of the principles that would apply to any of those claims. Andrew Clark, partner at PricewaterhouseCoopers leading the team managing the client money matters, said, "[t]here has been a significant uncertainty over who is entitled to claim the client money which LBIE is holding. This decision provides clarity and enables us to confirm client entitlements." The judgment affirms the outcome expected by the joint administrators and their legal advisers, Linklaters. Stephen Fletcher, partner at Linklaters, commented, "[t]he court has provided much needed clarity on a cornerstone of the UK regulatory regime protecting clients." "Whilst this decision is welcome, the breadth of the issues likely to be appealed will impact on the progress towards distribution that the joint administrators had been hoping to make," Mr. Fletcher added. Steven Pearson, joint administrator and partner at PricewaterhouseCoopers LLP, commented, "[t]oday's judgment confirms the way we have determined clients' entitlements to the client money we hold. We are keen to return client money as soon as possible and I hope that any appeal can be dealt with swiftly. I understand that the way in which LBIE determined entitlements to client money were market practice -- this judgment could have wider market consequences if other market participants need to reappraise whether further amounts now need to be segregated. At the handing down of the judgment on 15 December 2009, six respondents to the application sought and have been granted permission to appeal the judgment. Those respondents are Lehman Brothers Inc., Lehman Brothers Holdings Inc. and Lehman Brothers Finance AG (all of whom are affiliates of LBIE's), CRC Credit Fund, Limited (one of the representative respondents for unsegregated client money claimants), and Goldman Sachs GSIP Master Company (Ireland) Limited and Paragon Capital Management Fund Limited (two of the representative respondents for segregated client money claimants). If any or all of these respondents decide to appeal, they are required to file their appeal notice on or before 15 January 2010. If the judgment is appealed, the breadth of the issues that may be the subject of that appeal is so that the appeal is likely to impact on the Joint Administrators' progress towards making a distribution of client money. 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: UK Sets March 18 as True Assets Claims Bar Date ---------------------------------------------------------------- On 15 December 2009, following an application of the Joint Administrators of Lehman Brothers International (Europe) (in administration), the High Court of England and Wales made a Bar Date Order in relation to claims to "Trust Assets." The granting of the Order satisfies one of the conditions to the Claims Resolution Agreement between LBIE and claimants to Trust Assets. The CRA is currently on offer to certain claimants to Trust Assets for their acceptance. If sufficient acceptances are obtained before the closing date of the offer (currently 29th December 2009) the CRA will become effective as between LBIE and the signatories. Steven Pearson, Joint Administrator and partner at PricewaterhouseCoopers LLP said: "The Bar Date Order marks an important milestone in the process of returning assets to customers. We remain on timetable to commence the systemic return of customer property to LBIE's customers under the Claims Resolution Agreement within Q1 2010. I would encourage all affected clients to sign up to the CRA to ensure they are able to participate in the Trust Asset distribution process." Assuming that the CRA does become effective, the Joint Administrators anticipate commencing distributions under it shortly after the Bar Date. The Bar Date is binding on all claimants to Trust Assets whether or not they are signatories to the CRA. The Order allows LBIE and the Joint Administrators to distribute assets held for clients and protects them from claims in respect of any breach of trust which arises in circumstances where LBIE distributes (or retains for itself pursuant to its legal rights) Trust Assets to clients and counterparties of LBIE after 19 March 2010 on the basis of the information then available to them. Trust Asset claimants have recently been provided with statements setting out an estimate of the assets LBIE holds on their behalf and all affected clients were invited to attend meetings in London and New York last week. 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: Plan for Claims Contrary to Law, Banks Say ----------------------------------------------------------- Lehman Brothers Holdings Inc., which aims to trim $824 billion in claims filed by creditors, is asking the judge for powers that fly "in the face of" U.S. law and policy, said Bundesverband deutscher Banken, a German bank association representing more than 200 banks, according to a report by Carla Main at Bloomberg News. Lehman Brothers, the Bloomberg report relates, asked the U.S. Bankruptcy Court to let it file so-called omnibus objections to certain claims. With such powers, Lehman would avoid its "burden" to explain to each creditor why a claim is being rejected, without presenting evidence, the association said. While generalized objections to claims are allowed by bankruptcy rules in order to speed cases with large numbers of creditors, their use is restricted to protect claimants' rights, the association said, according to the report. 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) LEVEL 3 COMMS: Unit Launches Tender Offer for 12.25% Senior Notes ----------------------------------------------------------------- Level 3 Communications, Inc.'s subsidiary, Level 3 Financing, Inc., has commenced a tender offer to purchase for cash any and all of the $550 million in aggregate principal amount outstanding of its 12.25% Senior Notes due 2013. In connection with the offer to purchase, Level 3 Financing is soliciting consents to certain proposed amendments to the indenture governing the Notes to eliminate substantially all of the covenants, certain repurchase rights and certain events of default and related provisions contained in the indenture. Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time on Jan. 19, 2010, unless extended or earlier terminated, and accepted for purchase, will receive the total consideration of $1,080.00 per $1,000.00 principal amount of the Notes, which includes $1,050.00 as the tender offer consideration and $30.00 as a consent payment. The tender offer is scheduled to expire at midnight, New York City time, on February 2, 2010, unless extended or earlier terminated. Payment for Notes validly tendered on or prior to the Consent Time and accepted for purchase will be made promptly after the Consent Time. Holders of Notes that are validly tendered after the Consent Time and on or prior to the Expiration Date, and accepted for purchase, will receive the tender offer consideration but will not receive the consent payment. Payment for Notes validly tendered after the Consent Time and on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date. Accrued interest up to, but not including, the applicable settlement date will be paid in cash on all validly tendered and accepted Notes. Level 3 Financing intends to fund the purchase of the Notes tendered with net proceeds from a proposed private debt offering, and may also fund purchases pursuant to the tender offer with cash on hand. It is anticipated that any Notes that remain outstanding following the tender offer will be redeemed by the company on March 15, 2010, at a redemption price of $1,061.25, defeased or otherwise discharged. It is a condition to the consummation of the tender offer that the holders of at least a majority of the outstanding aggregate principal amount of the Notes consent to the amendments to the indenture governing the Notes. Level 3 Financing's obligation to purchase Notes pursuant to the tender offer is also conditioned on the issuance by Level 3 Financing of at least $640 million aggregate principal amount of senior notes in the proposed debt offering described above. The tender offer is also subject to the satisfaction or waiver of certain other conditions as set forth in the Offer to Purchase. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Notes. The tender offer may only be made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the tender offer are set forth in an Offer to Purchase that is being sent to holders of the Notes. Holders are urged to read the tender offer documents carefully. Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent for the tender offer, Global Bondholder Services Corporation, at (212) 430-3774 and (866) 389-1500 (toll-free). BofA Merrill Lynch and Citi are the Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to BofA Merrill Lynch, Liability Management Group at (888) 292-0070 (toll-free) and (646) 855-3401 or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) and (212) 723-6106. Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LEVEL 3: Moody's Rates $640 Mil. Senior Unsec. Notes at 'Caa1' -------------------------------------------------------------- Moody's Investors Service rated Level 3 Financing Inc.'s new $640 million senior unsecured 8-year notes Caa1, while also affirming the Caa1 corporate family rating and SGL-1 speculative grade liquidity rating of Level 3 Financing Inc.'s parent company, Level 3 Communications Inc. Level 3's probability of default rating was raised to Caa1 from Caa2, and its rating outlook was revised to stable from negative. Proceeds from the new notes will be used to fund a tender offer for Level 3 Financing, Inc.'s 12.25% senior unsecured notes due March 15, 2013. Over the past year, Level 3 has initiated a number of refinancing transactions, the cumulative impact of which has significantly reduced near-term refinancing risk. Proforma for the transactions, Level 3's cash position (estimated to be approximately $815 million at year-end 2009) should now provide coverage for about two or more years of debt maturities ($157 million in 2010, $427 million in 2011 and a portion of the $301 million in 2012), assuming the company is at least modestly cash flow positive going forward, and depending somewhat on minimum cash balances needed for liquidity purposes. This is the primary rationale behind the favorable PDR and rating outlook actions, and, since liquidity requirements are virtually assured for the next year, the SGL rating affirmation, as well. The CFR remains positioned at the Caa1 level principally because the company has not yet demonstrated the ability to finance growth from internally generated cash flow, notwithstanding expectations that it will be modestly cash flow positive for fiscal 2009. Of note, a critical component of improved cash generation is dramatically reduced capital expenditures as the company has consolidated its position in lieu of pursuing additional growth during 2009. This has resulted in revenue declining from 2008 levels, and with it, the absolute level of EBITDA has also decreased. In addition, the company's improved liquidity position comes partially at the price of increased debt. Consequently, Debt/EBITDA leverage has increased to an estimated 6.9x from 6.3x at the end of 2008 (partially reversing a nearly four year trend of gradual improvement). Preceded somewhat by increased capital expenditures that will consume cash, Moody's expect revenues and EBITDA to grow during 2010 and 2011, and anticipate that leverage will improve towards 6.0x in the second half of 2011. Assignments: Issuer: Level 3 Financing, Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4, 54%) Ratings and Loss Given Default Assessment Adjustments: Issuer: Level 3 Communications, Inc. -- Probability of Default Rating, Upgraded to Caa1 from Caa2 -- Subordinate Conv./Exch. Bond/Debenture, Unchanged at Caa3 with the LGD Assessment revised to LGD6, 96% from LGD5, 84% -- Senior Unsecured Conv./Exch. Bond/Debenture, Unchanged at Caa3 with the LGD Assessment revised to LGD5, 88% from LGD5, 73% -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa3 with the LGD Assessment revised to LGD5, 88% from LGD5, 73% Issuer: Level 3 Financing, Inc. -- Senior Secured Bank Credit Facility, Unchanged at B1 with the LGD Assessment revised to LGD1, 08% from LGD1, 03% -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1 with the LGD Assessment revised to LGD4, 54% from LGD3, 34% Outlook Actions: Issuer: Level 3 Communications, Inc. -- Outlook, Changed To Stable From Negative Issuer: Level 3 Financing, Inc. -- Outlook, Changed To Stable From Negative Moody's most recent rating action concerning Level 3 was taken on April 7 2009, at which time the company's add-on $220 million TLB was rated B1. Headquartered in Broomfield, Colorado, Level 3 Communications, Inc. (Level 3) is a publicly traded international communications company with one of the world's largest communications and Internet backbones. LEVEL 3: S&P Assigns 'CCC' Rating on $640 Mil. Senior Notes ----------------------------------------------------------- Standard & Poor's Ratings Services assigned Level 3 Financing Inc.'s aggregate $640 million senior unsecured notes, to be issued under Rule 144A with registration rights, its issue-level rating of 'CCC' (two notches lower than its 'B-' corporate credit rating on parent company Level 3 Communications Inc.). S&P also assigned this debt a recovery rating of '6', indicating its expectation of negligible (0%-10%) recovery for noteholders in the event of a payment default. The company will use proceeds to refinance its $550 million 12.25% notes. At the same time, S&P affirmed its other outstanding ratings on Level 3, including the 'B-' corporate credit rating. The rating outlook is stable. "The 'B-' rating reflects Broomfield, Colo.-based Level 3's position in a highly competitive industry with a history of pricing pressure and the presence of large, well-capitalized competitors," said Standard & Poor's credit analyst Richard Siderman. The rating also recognizes sizable capital expenditures that consume substantial operating cash flow, and S&P's expectation that leverage will remain elevated in the near-to-medium term. Tempering factors include growing demand for broadband transport services due to increasing volumes of multimedia and Internet content, a more stable pricing environment, and substantial cash balances that support an adequate level of liquidity for the next 12 to 18 months. Level 3's financial performance has weakened during the recession, particularly in the core network services segment. The macroeconomic climate negatively affected many of the company's customers, reducing demand for transport services and deferring the sales cycle. The economy also dampened demand at the company's broadcast services unit, Vyvx, as customers reduced the number of covered broadcasting events. In addition, Level 3's managed modem business continues to shrink as customers switch to broadband, as many had expected. Still, Level 3 has been able to at least somewhat mitigate the impact of lower revenues by substantially reducing operating costs through a combination of synergies from acquired facilities (including the elimination of duplicate circuits), headcount reductions, and lower performance-related compensation. As a result, while revenues were down 10.7% for the nine months ended Sept. 30, 2009 from the prior-year period, there was a lesser impact on EBITDA. Level 3 is guiding to a reported EBITDA range of $900 million to $950 million for full-year 2009, versus $987 million of EBITDA reported for 2008. As a result of weaker operating results, adjusted annualized leverage remained high at 8.3x for the third quarter ended Sept. 30, 2009. S&P expects that revenues and EBITDA will be under pressure through much, if not all, of 2010, resulting in adjusted leverage remaining elevated in the mid-7x to 8x range during the year. But S&P also expects the company to maintain a substantial cash balance, which, along with limited mandatory debt amortization and a lack of debt maintenance covenants, should provide adequate near-term liquidity. LEXINGTON PRECISION: Wants Continued Use of Senior Lenders Cash ---------------------------------------------------------------- Lexington Precision Corporation and Lexington Rubber Group, Inc., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to continue using cash collateral of the prepetition senior lenders until January 14, 2010, or until the occurrence of a "termination event." This is the Debtors' seventh application for an extension in their cash collateral use. The prepetition senior lenders consented to an extension of the Debtors' use of cash collateral. As reported in the Troubled Company Reporter on Aug. 19, 2009, the Debtors will use cash collateral for (a) working capital and capital expenditures, (b) other general corporate purposes of the Debtors, and (c) the costs of administration of the bankruptcy cases, in accordance with a budget. The prepetition senior lenders are: -- CapitalSource Finance LLC, as lender and revolver agent for itself and other lenders, and co-documentation agent, and Webster Business Credit Corporation, as lender and co- dumentation agent under that certain Credit and Security Agreement, dated May 31, 2006. -- CSE Mortgage LLC, as lender and collateral agent for itself and each other lender, and DMD Special Situations Funding LLC, as lender under that certain Loan and Security Agreement, dated May 31, 2006. The Debtors related that as of Oct. 1, 2009, they were obligated to the prepetition secured lenders in the principal amount of $31.5 million, plus accrued and unpaid interest in the amount of $5,000. The value of the assets encumbered by the prepetition secured lenders' liens significantly exceeds the aggregate amount of the obligations owed under the prepetition credit agreements. The Debtors added that the prepetition secured lenders have not yet responded to the Debtors' request. The Debtors hope that they will be able to reach a consensual resolution of the motion. The Debtor further said that the only alternative to continued use of cash collateral is a sale of a portion of the Debtors' core business. As adequate protection, the prepetition senior lenders will be granted (a) continued replacement security interests upon all of the Debtors' assets, (b) first priority security interests in all unencumbered assets of the Debtors, and (c) liens on all encumbered assets that were not otherwise subject to the prepetition senior lenders' liens as of the commencement date. About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LEXINGTON PRECISION: Wants DIP Loan Maturity Date Moved to March 1 ------------------------------------------------------------------ Lexington Precision Corporation and Lexington Rubber Group, Inc., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to continue using the $4 million postpetition financing from Lubin Partners, LLC, William B. Conner, and ORA Associates LLC. This is the Debtors' second request for the extension of the DIP facility. On April 17, 2008, the Court authorized the Debtors to obtain postpetition financing from the DIP Lenders. On April 21, 2008, the Debtors issued a $4 million note to the DIP lenders. The original DIP Loan was set to mature on April 1, 2009 (or upon certain earlier termination events). On March 23, 2009, the Court authorized the extension of the DIP Loan until December 31, 2009. The Debtors have an immediate need to further extend the maturity date of the DIP Loan to continue their business operations, to maintain business relationships with vendors, suppliers and customers, to meet payroll, to make capital expenditures, to satisfy other working capital and operational needs, and to satisfy the cost of administering these Chapter 11 cases. The Debtors relate that the terms of the maturity date extension have been negotiated at arms' length and in good faith. The DIP lender consented to the extension of the DIP Loan maturity date until (i) March 1, 2010; (ii) the date upon which the Debtors' use of cash collateral terminates' (iii) the occurrence of a Termination Event. The Debtors promise to pay interest on the existing DIP Note on the first business day of each month (in arrears) and upon the date the note matures or otherwise becomes due and payable at the rate of LIBOR plus 7% per annum with a LIBOR floor of 3% per annum; provided that any principal amount not paid when due will bear interest payable upon demand at the rate that is 2% per annum in excess of the rate of interest otherwise payable upon the note. All payments hereunder, including any prepayment, will be made to the holders on a pro rata basis based on the respective principal amounts owed to each holder. All obligations of the Debtors under the note will be paid when due, and senior to any and all other claims, including, without limitation, all administrative expenses or other claims. About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LOHREY ENTERPRISES: Trustee to Sell Assets to Angelica for $4 Mil. ------------------------------------------------------------------ The trustee for Lohrey Enterprises will sell the Company's 4.6 acres of land in Gilroy, California, to Angelica Textile Services for $4.1 million, according to Jim Welte at Marin Independent Journal. The sale excludes the Company's headquarters in Harbo Drive in Sausalito. Based in Sausalito, California, Lohrey Enterprises Inc. offers industrial valet service. The company filed for Chapter 11 protection on Oct. 17, 2009 (Bankr. N.D. Calif. Case No. 08- 12206). Michael C. Fallon, Esq., at Law Offices of Michael C. Fallon, represents the Debtor. In its petition, the Debtor listed both assets and debts of between $1 million to $10 million. LOIS SMITH: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Lois Smith 9463 Sherwood Drive Rancho Cucamonga, CA 91737 Bankruptcy Case No.: 10-10124 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Meredith A. Jury Debtor's Counsel: Cynthia A. Dunning, Esq. 1815 E Workman Avenue #G West Covina, CA 91791 Tel: (626) 915-8780 Email: lawdeva@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 LORA NEEL: Voluntary Chapter 11 Case Summary -------------------------------------------- Joint Debtors: Lora J. Neel Mark R. Neel 4046 Hunt Rd. Fairfax, VA 22032 Bankruptcy Case No.: 10-10023 Chapter 11 Petition Date: January 4, 2009 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtors' Counsel: Gregory H. Counts, Esq. Tyler, Bartl, Ramsdell & Counts, PLC 700 South Washington St. Suite 216 Alexandria, VA 22314-4252 Tel: (703) 549-7178 Fax: (703) 549-5011 Email: gcounts@tbrclaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. LYONDELL CHEMICAL: BoNY Wants 507(b) Claim Allowed for $361MM ------------------------------------------------------------- The Bank of New York Mellon and the Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of certain notes aggregating (a) $100 million issued by Lyondell Chemical Company, as predecessor-in-interest of ARCO Chemical Company, and (b) $225 million issued by Equistar Chemicals, LP, ask the Court to allow and direct payment of an administrative expense claim under Section 507(b) of the Bankruptcy Code for $361.5 million. Glenn E. Siegel, Esq., at Dechert LLP, in New York, notes that the Debtors' Second Amended Joint Plan of Reorganization and Disclosure Statement include a new valuation asserting that the midpoint Business Enterprise Value or "BEV" of Lyondell Chemical Company is now $14.5 billion. Had the Debtors not incurred DIP Loans and granted priming liens to Roll-Up Loans, then the $14.5 billion in BEV would have secured ratably prepetition secured debt of only $12.76 billion -- leaving the Notes oversecured, he points out. Instead, BoNY's purported 19% equity cushion has vanished and BoNY has become substantially undersecured, he contends. The Second Amended Plan strips the Noteholders of recourse to foreign and non-debtor subsidiaries in violation of the Debtors' BEV presented in February 2009 -- recourse that the Court relied on as justification for the priming DIP Liens, Mr. Siegel says. The priming DIP Lien, the drop in BEV, and the Second Amended Plan's abandonment of the methods combine to drop the Noteholders' collateral value from 119% to 26.4%, he tells the Court. Thus, Mr. Siegel asserts that BoNY now holds a Section 507(b) superpriority administrative expense claim for $361.5 million in light of the decline in value of its collateral. To claim the superpriority provided under Section 507(b), he argues that BoNY was provided adequate protection by the Debtors in the form of a replacement lien as a result of the grant of priming liens under Section 364(d) of the Bankruptcy Code. Despite the grant of replacement liens, BoNY now has an administrative expense claim arising under Section 503(b) of the Bankruptcy Code. He stresses that had BoNY's liens not been primed, BoNY would still be oversecured today. As required under Section 507(b), BoNY's Section 503(b) administrative expense claim, thus, arises from the grant of priming liens under Section 364(d), he asserts. It is simply unreasonable for the Senior Secured Lenders to receive $504 million in adequate protection payments, and the estate-paid professionals with junior administrative expense claims have received $130 million while BoNY has fallen oversecured to undersecured without compensation, Mr. Siegel adds. The Court will consider BoNY's request on January 19, 2010. Objections are due January 10. 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: BoNY Wants to Separate Noteholder Claims ----------------------------------------------------------- The Bank of New York Mellon and the Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of certain notes aggregating (a) $100 million issued by Lyondell Chemical Company, as predecessor-in-interest of ARCO Chemical Company, and (b) $225 million issued by Equistar Chemicals, LP, ask the Court pursuant to Section 1122 of the Bankruptcy Code and Rule 3013 of the Federal Rules of Bankruptcy Procedure to determine classification of certain claims for purposes of voting on the Debtors' Second Amended Joint Plan of Reorganization. Glenn E. Siegel, Esq., at Dechert LLP, in New York, argues that the Second Amended Plan improperly classifies all claims resulting from $475 million owed to the Lyondell Notes and Equistar Notes together with $9 billion in claims asserted by the holders of claims under the Senior Secured Credit Facility in a single class. For one, BoNY, on behalf of the Noteholders, has a significant superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code for failure of adequate protection, which cannot be placed in a voting class -- much less a class of substantially dissimilar impaired secured claims, Mr. Siegel asserts. Moreover, the Second Amended Plan violates Section 1122(a) of the Bankruptcy Code by classifying together claims that are not substantially similar, Mr. Siegel contends. He points out that the Senior Secured Facility Claims are subject to avoidance as result of a pending action initiated by the Official Committee of Unsecured Creditors against the Debtors' prepetition lenders and directors while BoNY is an intervening plaintiff on behalf of the Noteholders. The Second Amended Plan (i) grants the Senior Secured Lenders disproportionate rights in the reorganized company's Class A stock, (ii) contains no mechanism to account for hundreds of millions in adequate protection payments already received by the Senior Secured Lenders, thereby permitting a double recovery that is not available to the Noteholders, and (iii) forces the Noteholders to surrender their 507(b) Claim, Mr. Siegel asserts. These forms of preferential treatment are barred by Section 1123(a)(4) of the Bankruptcy Code, which provides that all claims within a given class receive the same treatment, he maintains. Against this backdrop, BoNY asks the Court to enter an order separately classifying the Noteholder Claims. The Court will consider BoNY's request on January 19, 2010. Objections are due January 10. 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: ZVI Englander Wants to Set Off Claims -------------------------------------------------------- Prepetition, and pursuant to a verbal agreement, Zvi Englander and Company, Ltd., acted as Debtor Equistar Chemicals, LP's exclusive agent for the sale of polyethylene, polypropylene and other products throughout Israel. Pursuant to the agreement, Zvi Englander was entitled to commissions at the rate of 3.5% - 5%1 for the sale of the Debtor's products. In addition to selling the Debtor's products on a commission basis, Zvi Englander assisted the Debtor in the collection of accounts receivable from its customers. As of the Petition Date, Zvi Englander discloses that the Debtor owed it $501,197 in unpaid commissions. Moreover, Zvi Englander points out that it overpaid the Debtor for $49,796 for product purchased for its own account. Thus, Zvi Englander asserts Claim No. 8074 for $8,650,994, including the $501,197 unpaid commissions. Zvi Englander further discloses that it owed the Debtor $327,253 for product purchased prepetition. At the Debtors' request, Zvi Englander assisted the Debtor in its collection of accounts receivable from third parties, entitling it $193,799 in postpetition commissions for these services, plus $912 in postpetition storage fees. By this motion, Zvi Englander asks the Court to the lift the automatic stay to: (i) permit the set-off of Zvi Englander's prepetition obligations to the Debtor against the Debtor's prepetition obligations to Zvi Englander; and (ii) pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, allow and direct immediate payment of $194,711 as an administrative expense claim. S. Jason Teele, Esq., at Lowenstein Sandler PC, in New York, asserts that since the debt owed by the Debtor to Zvi Englander was due and owing prior to the Petition Date, the Debtor has no equity in its claim against Zvi Englander. Moreover, since the Debtors have been authorized by the Court to obtain DIP Financing, the Debtor's claim for the amount owed to it by Zvi Englander is not necessary to effectuate the Debtors' reorganization, he insists. He further argues that the claim and the debt are "mutual" as the Debtor owes Zvi Englander for unpaid prepetition commissions and Zvi Englander owes the Debtor for invoices relating to its prepetition purchase of product. Thus, Zvi Englander is entitled to offset the prepetition debt against the Debtor's prepetition debt, he says. Similarly, he asserts that Zvi Englander is entitled to full payment of $194,711, as an actual and necessary cost and expense of preserving the Debtor's estate. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGNA ENTERTAINMENT: Auction of 2 Horse Tracks Moved to Jan. 21 --------------------------------------------------------------- Andrea K. Walker at The Baltimore Sun reports that Magna Entertainment Corp. agreed in bankruptcy court Tuesday to postpone the sale of two Maryland horse tracks as the Debtor works with bidders to provide reassurance that the Preakness would remain in the state. The auction was originally scheduled for Friday. According to Baltimore Sun, the auction has been moved to January 21. The report says six bidders have expressed interest in the tracks, including the Baltimore developer the Cordish Cos., Penn National Gaming Inc., the De Francis family and Blow Horn Equity LLC in Pennsylvania. Baltimore Sun says Magna has identified a lead bidder for the auction. Baltimore Sun relates that as part of the negotiations with that bidder, Magna plans to work out an agreement to keep the Preakness, the second leg of horse racing's Triple Crown, in Maryland. Baltimore Sun notes the state of Maryland has the right to review the bids and match any bid for the race. Baltimore Sun says the General Assembly passed emergency legislation last year, signed by Gov. Martin O'Malley, giving the state authority to exercise a "right of first refusal" and acquire the tracks and Preakness through eminent domain. According to Baltimore Sun, part of the agreement with the winning bidder would allow Maryland officials to seek a court injunction if anybody decides to relocate the race. Baltimore Sun also reports that Magna obtained Court permission to end a profit-sharing agreement with Joseph A. De Francis and other former owners of Laurel Park and Pimlico Race Course, who had a previous agreement to split any potential proceeds from slot machine gambling. Baltimore Sun relates Mr. De Francis said he wasn't surprised that the Court ruled against him on the profit-sharing deal and that he hasn't decided whether to appeal. "Typically, judges in bankruptcy proceedings go to great lengths to allow debtors to sell assets free of any pre-bankruptcy contractual obligations," he said, according to Baltimore Sun. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MAGNA ENTERTAINMENT: Still Has Rights for Slot Machines at Laurel ----------------------------------------------------------------- Carla Main at Bloomberg News reports that the Bankruptcy Court ruled that Magna Entertainment Corp. didn't give up its right to try to put slot machines at its Laurel Park race course when the company bought the property in 2002. Bankruptcy Judge Mary Walrath rejected the claim by one of the former owners of the race track that only a company he is affiliated with can seek a casino license or operate a casino at Laurel Park. Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MARHABA PARTNERS: Files for Chapter 11 Protection in Houston ------------------------------------------------------------ Marhaba Partners LP filed for bankruptcy protection January 5 in Houston, Texas (Bankr. S.D. Tex. Case No. 10-30227). Marhaba is a Houston-based real-estate developer. Marhaba, indicating it has fewer than 50 creditors, listed assets and debts between $50 million and $100 million. MARHABA PARTNERS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Marhaba Partners Limited Partnership 1499 Potomac Houston, TX 77057 Bankruptcy Case No.: 10-30227 Chapter 11 Petition Date: January 5, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown About the Business: Debtors' Counsel: Elizabeth Carol Freeman, Esq. Porter & Hedges, L.L.P. 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6631 Fax: (713) 226-6231 Email: efreeman@porterhedges.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by David Lucyk. MARKET STREET: Files for Bankruptcy to Stop Foreclosure ------------------------------------------------------- Rebecca Mowbray at The Times-Picayune reports that Market Street Properties LLC filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in New Orleans, halting a foreclosure auction sought by the Company's trustee in July 2009. The foreclosure is an attempt to collect on a $6.5 million note that was due in June 2007. The Company listed assets and debts of between $10 million and $50 million. The company owes $250,000 to NOLA Development; $787,314, Sam Develop LLC; and $127,838, Samuel & Co. LLC, Ms. Mowbray says. Market Street Properties LLC owns a 20-acre Market Street power plant property. MESA AIR: ALPA Unit Says Labor Costs Not the Problem ---------------------------------------------------- Capt. Kevin Wilson, chairman of the Mesa Air Group unit of the Air Line Pilots Association, Int'l, issued a statement in response to to MAG's filing for bankruptcy with the U.S. Bankruptcy Court in the Southern District of New York. "While we are not surprised by the company's bankruptcy filing, it is a sad day for all of us as MAG pilots. Our company experienced tremendous growth since it began operating in 1982. Unfortunately, the steady decline in the U.S. economy has had a tremendous impact on our partners and our company and MAG was forced to declare bankruptcy to eliminate excess aircraft. The bankruptcy process will allow our company to restructure its fleet and debt so that it meets the flying needs of our partners and remains competitive for future business opportunities. "MAG has some of the lowest costs in the industry. Labor expenses are clearly not the problem, and the company indicated that they plan to honor the existing collective bargaining agreement with their pilots. The union will continue working to protect our pilots' rights under this agreement. "We have an extremely dedicated pilot group and are strongly committed to seeing our airline succeed. MAG pilots offer its partners and their customers quality service and proven performance, and we are committed to maintaining the same level of excellence for passengers traveling on our aircraft." ALPA represents more than 53,000 pilots at 37 airlines in the U.S. and Canada, including the nearly 1,500 pilots--and 233 who are on furlough--at Mesa Air Group. Mesa Air Group includes Mesa Airlines, Freedom Airlines, and go!, the company's interisland carrier in Hawaii. Pilots fly as Delta Connection, United Express, US Airways Express, and go! About Mesa Air Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with over 1,000 daily system departures to 157 cities, 42 states, the District of Columbia, Canada, the Bahamas and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, and independently as Mesa Airlines and go!. In June 2006 Mesa launched inter-island Hawaiian service as go! This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees and was awarded Regional Airline of the Year by Air Transport World magazine in 1992 and 2005. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. Mesa has 5,000 employees overall. Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76- seat CRJ-900 aircraft for Delta Connection. On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of Mesa Air, unveiled plans to discontinue all operations by June 30 including its current scheduled services, citing record- high fuel prices, insufficient demand and a difficult operating environment as the main factors in its decision. METAL STORM: Has A$20.2M Finance Deal With Institutional Investor ----------------------------------------------------------------- Metal Storm Limited has entered into an agreement in relation to an A$20.2 million equity line of credit (LOC) facility from UK-based investment fund Global Emerging Markets (GEM) Global Yield Fund to provide funds for the commercialization of Metal Storm's core defense technology products. Global Emerging Markets Limited was founded in 1991. GEM is a $3.4b investment group having completed 275 transactions in 55 countries. The firm is an alternative investment group that manages a diverse set of investment vehicles across the world. GEM's funds include: CITIC/GEM Fund; VC Bank/GEM Mena Fund; Kinderhook; GEM India and Banco Pine/GEM Funds. UK-based Empire Equity Ltd (EEQ) acted as the Company's corporate advisors in connection with the transaction. GEM's LOC is an equity-based funding agreement between GEM and Metal Storm that allows the Company to draw down up to a pre-specified amount and repay the draw-down in tradeable stock. The facility amount of up to A$20.2M is being made available to the Company. Initially, up to $800,000 (Tranche One) will be advanced to the Company 10 business days after Metal Storm issues the first Draw Down Notice, which it intends to issue today. Subsequently the Company can choose to initiate draw downs at a frequency of up to one draw down per 15 trading days. The Company can also choose, at its sole discretion, between the following two draw down types to suit its capital needs and market conditions at the time: -- A cash advance equivalent to between 350% and 1,400% of the 15-day average trading volume (the size of advance between these bounds being determined by GEM), -- A cash advance of up to $400,000 (which can be increased to a maximum of $800,000 at the discretion of GEM). Shares will be issued at 90% of the 15 day volume weighted average price of the Company's shares (VWAP) for the 15 days immediately following the date the Company issues a draw down notice (except Tranche One which is a 10 day VWAP). In addition the Company will issue GEM one option for every five shares issued. Options will have a three-year term and an exercise price of $0.035. GEM's funding will be supported by stock lending arrangements in the Company's shares, which will be used by GEM to assist in funding the advances. The Tranche One shares will be issued to EEQ on execution of the definitive agreements. EEQ has agreed to transfer the shares to GEM. The Tranche One options will be issued directly to GEM. Tranche One will proceed without shareholder approval because it is not required under Listing Rule 7.1 limit. However shareholder approval will be sought for the remainder of the facility and associated share and option based fees. The issue of securities more than 3 months after shareholder approval will require a waiver to listing rule 7.3, which the Company will be applying for but cannot guarantee it will obtain. If the waiver is not granted, the Company will be required to hold further shareholder meetings to gain further approvals from time to time. The Company will pay GEM a fee of 1.5% of the facility value in shares upon shareholder approval, or a $200,000 break fee if shareholders do not approve the transaction at the first meeting. In addition the Company will pay a fee to Empire Equity Ltd of 5% of the facility value in shares upon shareholder approval, or a $200,000 break fee if shareholders do not approve the transaction at the first meeting. EEQ has also been offered the opportunity to appoint a person to the Metal Storm Board. The GEM LOC provides Metal Storm with funding for approximately 24 to 36 months, depending on the size of each draw down. The split between compliance, administrative and product development/marketing costs will also vary based on the size of each draw down. However, if the facility performs as expected, the Company anticipates that approximately 60% of the drawn down funds will be channeled into commercialization. As the level of commercialization activity provided for by the GEM LOC is likely to be lower in cash terms than in previous years, the Company does intend to seek additional investment to increase the scale and speed of its commercialization activity. Metal Storm Chairman, Mr Terry O'Dwyer, said that the Company's financial position was now more stable with the GEM facility in place. "The Company can now re-focus its efforts on development and commercialization," he said. Metal Storm CEO, Dr Lee Finniear, said that the Company has gone through a very difficult financial period but despite this the engineering development has continued to make progress. "The commitment to the future success of the Company by staff and the executive remains strong, and despite the uncertainty with funding the team has maintained high morale and determination," he said. In 2010 we intend to continue to apply the focus and discipline that has been necessary during the last year," he added. As announced on December 16, 2009, the Company does not intend to pursue the Assure Fast Holdings Limited BVI funding proposal. About Metal Storm Metal Storm Limited (ASX:MST) (PINKSHEETS: MTSXY) -- http://www.metalstorm.com/-- is a defense technology company with offices in Australia and the United States. The Company specializes in the research, design, development and integration of projectile launching systems utilizing its electronically initiated / stacked projectile technology for use in the defense, homeland security, law enforcement and industrial markets. Metal Storm has entered into a number of partnerships with companies, including Singapore Technologies Kinetics (STK), iRobot, Electro Optic Systems, and Defence Technologies Inc., where partners provide capabilities, such as manufacturing, complementary technology, or access to markets in areas where Metal Storm is not active. Metal Storm Limited's balance sheet at December 31, 2008, showed current assets of US$8,701,884 and current liabilities of US$22,397,651, resulting in a working capital deficit of US$13,695,767. At December 31, 2007, the Company reported a working capital deficit of US$4,742,580. The Company has incurred substantial losses since its formation and anticipates incurring substantial additional losses over at least the next few years as it continues its research and development activities and conduct further trials of its technology. The Company's operations have been financed primarily from capital contributions by investors, interest income earned on cash and cash equivalents, and grants from government agencies. Firing the weapons by electronic ignition requires no moving parts, allowing reliable long term unattended weapon operation. METALDYNE CORP: Gen. Unsecured Claimants to Recover As Low as 0.4% ------------------------------------------------------------------ Metaldyne Corp., fka Oldco M Corporation, and its debtor- affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement explaining the adequacy of information in their plan of liquidation dated December 7, 2009. 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 divides holders of claims against and interests in the Debtors into 8 separate classes as: 1. Priority Claims (Class 1 Claims) are unimpaired. On the effective date, each holder of an Allowed Priority Claim will receive, from the Debtors or the Distribution Trust, cash equal to the amount of the Allowed Claim. 2. Secured Claims (Class 2 Claims) are unimpaired. On the effective date, unless otherwise agreed by a claim holder and the applicable Debtor or the Distribution Trustee, each holder of an Allowed Secured Claim, other than a Customer Note Claim, will be classified in Class 2 and receive treatment on account of the Allowed Secured Claim in the manner set forth in Option A or B, at the election of the applicable Debtor or the Distribution Trustee. The applicable Debtor will be deemed to have elected Option A except with respect to any Allowed Secured Claim as to which the applicable Debtor elects Option B in one or more pleadings filed prior to effective date. Holders of secured claims will recover 100% of their allowed claims. Option A: On the effective date, Allowed Claims in Class 2 with respect to which the applicable Debtor elects Option A will receive cash equal to the amount of the Allowed Claim. Option B: On the effective date, a holder of an Allowed Claim in Class 2 with respect to which the applicable Debtor elects Option B will be entitled to receive (and the applicable Debtor or the Distribution Trustee will release and transfer to the holder) the collateral securing the Allowed Claim. Notwithstanding the foregoing, the holder of an Allowed Secured Tax Claim in Class 2 will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with the Allowed Secured Tax Claim. Any the Claim or demand for any the penalty will be subject to treatment in Class 4. The holder of an Allowed Secured Tax Claim will not assess or attempt to collect the penalty from the Debtors, MD Investors, the Distribution Trust or Distribution Trustee, or their respective property (other than as a holder of a Class 4 Claim). In addition, to the extent a Class 2 Claim is based upon a right of setoff, the Debtors or the Distribution Trustee will not be required to pay the Claim, if Allowed, in cash, but instead may acquiesce to the setoff of funds to satisfy the Claim. 3. Customer Note Claims (Class 3 Claims) are impaired. Holders of Allowed Customer Note Claims will be treated as unsecured claims under the Plan and will receive their Pro Rata share of Unsecured Creditor Distributions. Holders of customer note claims, aggregating $61,544,000, will have a recovery of 0.4% to 2.1%. 4. General Unsecured Claims (Class 4 Claims) are impaired. Holders of Allowed 2013 Senior Note Claims, Allowed 2012 Senior Subordinated Note Claims and any other Allowed General Unsecured Claim (other than Allowed Customer Note Claims) and will receive their Pro Rata share of Unsecured Creditor Distributions. Holders of customer note claims, expected to aggregate up to $307,586,000, will have a recovery of 0.4% to 2.1%. 5. Prepetition Intercompany Claims (Class 5 Claims) are impaired. No property will be distributed to or retained by the holders of Allowed Claims in Class 5. 6. Subordinated Securities Claims (Class 6 Claims) are impaired. No property will be distributed to or retained by the holders of Allowed Claims in Class 6, and the Interests will be canceled on the effective date. Holders of the Class 6 Claims will be deemed to have rejected the Plan. 7. Old Common Stock of Oldco M (Class 7 Interests) are impaired. No property will be distributed to or retained by the holders of Allowed Interests in Class 7, and the Interests will be canceled on the effective date. The holder of the Class 7 Interests will be deemed to have rejected the Plan. 8. Subsidiary Debtor Equity Interests (Class 8 Interests) are impaired. No property will be distributed to or retained by the holders of Allowed Interests in Class 8, and the interests will be canceled on the effective date. Holders of Class 8 interests will be deemed to have rejected the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MetaldyneCorp_DS.pdf A full-text copy of the Plan of Liquidation is available for free at http://bankrupt.com/misc/metaldyneCorp_Plan.pdf About Metaldyne Corp. Metaldyne Corp. -- http://www.metaldyne.com/-- is a leading global designer and supplier of metal based components, assemblies and modules for transportation related powertrain applications including engine, transmission/transfer case, driveline, and noise and vibration control products to the motor vehicle industry. The new Metaldyne company has approximately $650 million in revenue with 26 facilities in 12 countries. Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne and its affiliates filed for Chapter 11 protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at Foley & Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. A committee of Metaldyne creditors is represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed Smith LLP, and the committee tapped Huron Consulting Services, LLC, as its financial advisor. For the fiscal year ended March 29, 2009, the company recorded annual revenues of approximately US$1.32 billion. As of March 29, 2009, utilizing book values, the Company had assets of US$977 million and liabilities of $927 million. Judge Glenn approved the sale of substantially all assets to Carlyle Group in November 2009 for approximately $496.5 million. METROPOLITAN LOFTS: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Metropolitan Lofts, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,000,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $20,325,801 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $323,825 ----------- ----------- TOTAL $15,000,000 $20,649,626 Phoenix, Arizona-based Metropolitan Lofts, L.L.C., filed for Chapter 11 on December 10, 2009, (Bankr. D. Ariz. Case No. 09- 31907). Jerry L. Cochran, Esq., at Cochran Law Firm, PC, represents the Debtor in its restructuring effort. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. MICHAEL MADRID: Case Summary & 21 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Michael A. Madrid Christina J. Madrid 23180 Gray Fox Drive Canyon Lanke, CA 92587 Bankruptcy Case No.: 10-10127 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Meredith A. Jury Debtors' Counsel: Jeffrey T. Gwynn, Esq. 455 W La Cadena Dr, Ste 18 Riverside, CA 92501 Tel: (951) 684-3774 Fax: (951) 346-3405 Email: jgwynn@gwynn-law.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 21 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10127.pdf The petition was signed by the Joint Debtors. MICHAEL WHITTINGTON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Michael G. Whittington dba Blue Ribbon Cabinets 1184 Saddle Rock Lane Collierville, TN 38017 Bankruptcy Case No.: 10-20004 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: George W. Emerson Jr. Debtor's Counsel: Toni Campbell Parker, Esq. 615 Oakleaf Office Lane P.O. Box 240666 Memphis, TN 38124-0666 Tel: (901) 683-0099 Fax: (866) 489-7938 Email: tparker001@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $6,636,150, and total debts of $7,473,632. A full-text copy of Mr. Whittington's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnwb10-20004.pdf The petition was signed by Mr. Whittington. MK CUSTOM: Files Schedules of Assets and Liabilities ---------------------------------------------------- MK Custom Residential Construction, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,000,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,996,900 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $125,324 ----------- ----------- TOTAL $10,000,000 $10,122,224 Phoenix, Arizona-based MK Custom Residential Construction, LLC, filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case No. 09-31909). Jerry L. Cochran, Esq., at Cochran Law Firm, PC represents the Debtor in its restructuring effort. In its petition, the Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in debts. MK CUSTOM: Section 341(a) Meeting Rescheduled to January 28 ----------------------------------------------------------- The U.S. Trustee for Region 14 has rescheduled the meeting of creditors in MK Custom Residential Construction, LLC's Chapter 11 case to January 28, 2010, at 2:00 p.m. from January 12, 2010, at 2:30 p.m. The meeting will be held at the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona. This is the first meeting of creditors required under Section 341(a) of the 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. Phoenix, Arizona-based MK Custom Residential Construction, LLC filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case No. 09-31909). Jerry L. Cochran, Esq., at Cochran Law Firm, PC represents the Debtor in its restructuring effort. In its petition, the Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in debts. MMFX INTERNATIONAL: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: MMFX International Holdings, Inc. 2415 Campus Drive, Suite 100 Irvine, CA 92612 Bankruptcy Case No.: 10-10085 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- MMFX Canadian Holdings, Inc. 10-10083 Chapter 11 Petition Date: January 5, 2010 Court: United States Bankruptcy Court Central District of California (Santa Ana) Debtors' Counsel: Margaret M. Mann, Esq. Sheppard Mullin Richter & Hampton LLP 501 W Broadway 19th Fl San Diego, CA 92101 Tel: (619) 338-6500 Fax: (619) 234-3815 Email: mmann@sheppardmullin.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 A full-text copy of the Debtor's petition, including a list of its 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10085.pdf Debtor's List of 2 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fourth Third LLC $55,000,000 375 Park Avenue, Suite 3304 ($0 secured) New York, NY 10152 Welland Security Holding $55,000,000 Corporation ($0 secured) c/o Medley Capital 375 Park Avenue, Suite 3304 New York, NY 10152 The petition was signed by David Pollack, president of the Company. MXENERGY INC: Amends ISDA Master Deal With Sempra Energy -------------------------------------------------------- MXenergy Inc. entered into the Second Amendment dated Dec. 21, 2009. to the ISDA Master Agreement dated Sept. 22, 2009, with Sempra Energy Trading LLC. Under to the terms of the Gas ISDA Agreement Amendment, by April 1, 2010, the Company must release or arrange for the release of all of its pipeline transportation and storage capacity on interstate and interprovincial pipelines directly to Sempra and enter into such agreements as Sempra may reasonably require to effectuate such release in a manner that is compliant with the requirements of applicable governmental entities, transporters and LDCs. Before the Gas ISDA Agreement Amendment, the Company was required to release or arrange for the release of such pipeline transportation and storage capacity no later than Dec. 21, 2009. MXenergy Holdings Inc. was founded in 1999 as a retail energy marketer. The two principal operating subsidiaries of Holdings are MXenergy Inc. and MXenergy Electric Inc. which are engaged in the marketing and supply of natural gas and electricity, respectively. Holdings and its subsidiaries operate in 39 market areas located in 14 states in the United States and in two Canadian provinces. This concludes the Troubled Company Reporter's coverage of MXenergy Holdings until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. NEW ENERGY: Investor Conference to Wrap Up Today ------------------------------------------------ Fushun Li, chief executive officer and director of New Energy Systems Group, said the Company will hold investor conferences from Jan. 4 to 7, 2010, to discuss its results for the year ended Dec. 31, 2009, and financial outlook for fiscal 2010. About New Energy Systems Group With offices in New York and Shenzhen, China, New Energy Systems Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/ -- manufactures and distributes lithium ion batteries. The company assembles and distributes finished batteries through its sales network and channel partners. The company also sells high- quality lithium-ion battery shell and cap products to major lithium-ion battery cell manufacturers in China. The company's products are used to power mobile phones, MP3 players, laptops, digital cameras, PDAs, camera recorders and other consumer electronic digital devices. On November 17, 2009, China Digital obtained approval from FINRA to change its name to New Energy Systems Group. In conjunction with the name change, the company's CUSIP number was changed to 643847106 and the stock began trading under the ticker symbol "NEWN" on November 18. At September 30, 2009, the Company had $17,622,130 in total assets against $3,197,717 in total liabilities, all current. At September 30, 2009, the Company had accumulated deficit of $4,660,858 and stockholders' equity of $14,424,413. Going Concern In its quarterly report on Form 10-Q, the Company said it believes it has sufficient cash to continue its current business through September 30, 2010, due to expected increased sales revenue and net income from operations. "However we have suffered recurring losses in the past and have a large accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said. The Company has taken certain restructuring steps to provide the necessary capital to continue its operations. These steps included 1) acquire profitable operations through issuance of equity instruments, and 2) to continue actively seeking additional funding and restructure the acquired subsidiaries to increase profits and minimize the liabilities. NEXTMEDIA GROUP: DIP Financing, Cash Collateral Use Get Interim OK ------------------------------------------------------------------ NextMedia Group, Inc., et al., sought and obtained interim authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition secured financing from the second lien lead investors and to access the first lien lenders' cash collateral. The Debtors' first lien secured debt was acquired through the November 2005 Credit and Guaranty Agreement with Wilmington Trust FSB as successor administrative agent and collateral agent and other parties. As of the Petition Date, the Debtors owed the First Lien Lenders $162.3 million, plus an additional $2.9 million in certain interest rate swap obligations. The second lien lead investors are certain funds and their affiliates managed by Strategic Value Partners LLC or its affiliates and certain funds and their affiliates managed by Angelo, Gordon & Co., L.P., or its affiliates (the Lead DIP Lenders) and other financial institutions or entities acceptable to the second lien investors. The Debtors' second lien secured debt was acquired through a November 2005 Second Lien Credit and Guaranty Agreement with NexBank, SSB, as administrative agent. As of the Petition Date, the Debtors owed the Second Lien Lenders $89.6 million under the Second Lien Credit Agreement. There is an inter-creditor agreement among NextMedia Group, the First Lien Agent and the Second Lien Agent governing the parties' relative rights in the Prepetition Collateral and other related matters vis-a-vis the First Lien Credit Agreement and the Second Lien Credit Agreement, and the First Lien Debt and the Second Lien Debt. The DIP lenders have committed to provide up to $20 million. The DIP Loans will be made in no more than four drawings of $5 million each, with a first draw on the DIP Closing Date and the subsequent draws no earlier than one business day after the entry of the final order approving the DIP Facility and subject to other terms and conditions to be agreed upon. Jason S. Brookner, Esq., at Andrews Kurth LLP, and Jason S. Brookner, Esq., at Richards, Layton & Finger, P.A., the attorney for the Debtors, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP facility will mature six months from the petition date. The DIP facility will incur interest at LIBOR plus 11% or, at the Debtors' option, ABR plus 10%, payable monthly in arrears. In the event of default, interest will be payable on all outstanding obligations on demand at 2.0% above the then applicable rate. The Debtors will grant the lenders (i) superpriority claims and replacement liens, which in the case of the First Lien Lenders will be senior to all other pre-petition and post-petition liens; (ii) payment of reasonable fees and expenses of the administrative agents to the prepetition second lien credit agreement, including payment of the reasonable fees and expenses of Broadpoint Capital, Inc.; Dechert LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP (solely as FCC counsel) in their capacities as professional advisors to the second lien administrative agent, as well as the reasonable fees and expenses of one local counsel to the second lien administrative agent, to the extent applicable; and (iii) financial reporting in accordance with the terms of the Second Lien Credit Agreement. About 3% of the DIP Facility will be paid as commitment fee on the DIP Closing Date ratably to each DIP Lender based upon its commitment under the DIP Facility. A copy of the DIP financing term sheet is available for free at: http://bankrupt.com/misc/NEXTMEDIA_diptermsheet.pdf The Debtors also sought and obtained interim authorization from the Court to use the First Lien Lenders' cash collateral. A final hearing is set for January 15, 2010, at 1:30 p.m. Kenneth S. Ziman, Esq., at Simpson Thacher & Bartlett LLP, and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, The First Lien Agent is represented by Larry J. Nyhan, Esq., at Sidley Austin LLP, while Michael J. Sage, Esq., at Dechert LLP, represents the Second Lien Agent. NextMedia Group 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. NORTEL NETWORKS: Assigns Technology Park Lease to Avaya ------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors obtained authority from the U.S. Bankruptcy Court for the District of Delaware to assume and assign these contracts to a lease contract dated March 7, 1997, with Technology Park Limited Partnership, and a sublease dated August 1, 2005 with Raytheon Company. NNI executed the March 1997 Contract to lease a non-residential real property located at 600 Technology Park Drive, in Billerica, Massachusetts. NNI then leased out a portion of those premises to Raytheon under the August 2005 Contract. The Contracts are among those designated by Avaya for assumption and assignment as part of the sale of the Nortel's Enterprise Solutions Business to Avaya. Avaya offered to acquire the business for $900 million and an additional $15 million reserved for a Nortel employee retention program. "The transfer of the lease and the sublease to Avaya by NNI is necessary to consummate the sale, which this Court has determined is in the best interests of the Debtors, their estates and their creditors," says NNI's attorney, Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware. The Court will hold a hearing on December 15, 2009, to consider approval of the request. Creditors and other concerned parties have until December 8, 2009, to file their objections. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/=20or 215/945-7000) NORTEL NETWORKS: Completes Sale of Enterprise Assets to Avaya ------------------------------------------------------------- Nortel Networks Corporation, its principal operating subsidiary Nortel Networks Limited, and certain of its other subsidiaries, including Nortel Networks Inc. and Nortel Networks UK Limited, have completed the sale of substantially all of the assets of Nortel's global Enterprise Solutions business as well as the shares of Nortel Government Solutions Incorporated and DiamondWare, Ltd., to Avaya Inc. The sale of certain Enterprise Solutions assets held by Israeli subsidiaries remains subject to court approval in Israel and Nortel will continue to work diligently to obtain such approval. All other closing conditions have been satisfied. Under the terms of the sale, Nortel will provide certain transitional services to Avaya. "This is our second, large-scale business divestiture, and it represents significant progress on Nortel's plan to preserve the value of its innovation, while maximizing value through the sale of its businesses," Pavi Binning, Nortel Chief Restructuring Officer said in a company statement. "The sale of our Enterprise Solutions business to Avaya enables customers to continue to benefit from Nortel-created technology, know-how and leading-edge innovation while also benefiting from the complementary capabilities offered by Avaya's portfolio of products and services. It also provides a path forward for more than 6,000 skilled employees who will now take their expertise to Avaya." The sale of substantially all of Nortel's Enterprise Solutions business is effective as of the end of day of December 18, 2009. More than 6,000 Nortel employees are joining Avaya. Nortel to Assume & Assign 64 More Contracts to Avaya As part of the sale of their Enterprise Solutions business, NNI and its affiliates sought permission from the U.S. Bankruptcy Court for the District of Delaware to assume and assign 64 more customer contracts to Avaya. NNI did not file a schedule to identifying the Customer Contracts, but told the Court that it will be providing a schedule to each customer to whom it executed the contracts with. The Court will convene a hearing on January 6, 2010, to consider approval of the Debtors' request. NNI, meanwhile, obtained Court approval to assume and assign some of its contracts with Verizon Corporate Services Group Inc. as well as its customer contracts with AT&T Services Inc to Avaya. It was also authorized to execute a stipulation with AT&T and Avaya, which governs the assumption and assignment of the customer contracts. Meanwhile, Aon Consulting filed another objection in Court, disapproving the proposed assumption and assignment of its contracts with NNI on grounds that they had been terminated prior to the bankruptcy filing and therefore, are not executory contracts that can be assumed and assigned. INNUA Support Avaya Transition In a separate statement, the International Nortel Networks Users Association (INNUA) confirmed its support and readiness for the integration of Nortel and Avaya. "We have engaged with Avaya to ensure that the needs of Nortel customers are met," said Brad Tompkins, INNUA President, in a press release. "We are encouraged by what we have seen and heard so far regarding Avaya's plan to integrate Nortel systems within the Avaya family of products and introduce Nortel users to Avaya's product base. After this period of uncertainty over the past several months, we are ready and eager to build a strong relationship with Avaya." Avaya is currently moving forward with the development of a strategy and roadmap for Nortel products. The company has brought over several key Nortel executives, who have intimate knowledge of Nortel products and customer needs. "The onboarding of so many high-level Nortel executives to Avaya is very reassuring," said Victor Bohnert, INNUA Executive Director. "These individuals will bring much to Avaya's leadership, and will play an important role in building a product roadmap that makes this transition as easy as possible for Nortel customers." Additional insight into Avaya's Nortel product strategy will be a major focus of INNUA's 2010 Global Connect annual conference, taking place April 18-22, 2010, in Denver, Colorado. INNUA is also working closely with the International Association of Avaya Users (InAAU) and INSIGHT 100, the group representing users of Nortel's SL-100/CS2100 product line, on the co-location of Global Connect with InAAU's conference to meet the needs of all Nortel and Avaya product users in one city at one time. It is expected that the combined event will bring upwards of 4,000 Nortel and Avaya users, vendors, and Avaya executives to Denver. "It will be very exciting to have such a significant segment of the enterprise communications market together in one place," said Cindy Phillips, INSIGHT 100 President. "With new networking opportunities, great education, and news regarding Avaya's product transition plans, this will be one of the most important events in years for both Nortel and Avaya customers." Proposals for workshop presentations are currently being accepted for Global Connect 2010. For more information regarding the Nortel transition to Avaya and Global Connect 2010, visit http://www.INNUA.org The International Nortel Networks Users Association (INNUA) is an international, user-driven association serving Nortel users for more than 25 years. INNUA exists to educate and inform telecommunications and IT professionals while providing a professional network for those with common concerns to address and success stories to share. One of the industry's largest and most progressive user groups, INNUA is a community of more than 4,000 members in more than 70 chapters around the world. For more information on INNUA, visit http://www.innua.org About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/=20or 215/945-7000) NORTEL NETWORKS: Gets Court Nod for Claims Settlement With IBM -------------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors obtained approval from the U.S. Bankruptcy Court for the District of Delaware of a claims settlement they entered into with International Business Machines Corp. Under the deal, IBM agreed to reduce its postpetition claim against the Debtors from $4.69 million to $2.5 million and waive all other postpetition claims. IBM also agreed that its claim for all capital account recovery charges and other similar charges against NNI and some of its affiliates are pre-bankruptcy claims, and waived its right to assert that those charges are postpetition claims or otherwise entitled to administrative priority. A full-text copy of the Nortel-IBM Agreement is available without charge at http://bankrupt.com/misc/Nortel_SettlementIBMC.pdf IBM's claim stemmed from two master services agreements it entered into with NNI, Nortel Networks Ltd. and Nortel Networks Corp., for the provisions of development and testing services for various Nortel businesses. The MSAs were rejected effective May 28, 2009, and September 30, 2009. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/=20or 215/945-7000) NORTEL NETWORKS: Has Settlement With PBGC on Enterprise Sale ------------------------------------------------------------ Nortel Networks Inc. and its affiliates sought and obtained Bankruptcy Court approval of a stipulation with Pension Benefit Guaranty Corporation in connection with the sale of their Enterprise Solutions Business. The stipulation authorizes NNI and its affiliates to pay PBGC $500,000 in cash in return for the agency's consent to sell the assets to Avaya Inc. that are either owned or held by NNI's foreign non-debtor units. The money will be taken from the proceeds of the sale of the assets. The foreign non-debtor units include Nortel Networks Australia Pty. Ltd., Nortel Networks (India) Private Ltd., Nortel Technology Excellence Centre Private Ltd., to name a few. PBGC, a federal agency that protects the pension of American workers and retirees, asserted claims against NNI and the assets of its foreign non-debtor units pursuant to the Employee Retirement Income Security Act, which provides for the imposition of claims and liens on the sponsor of a terminated pension plan and all members of the sponsor's controlled group for the underfunding of the plan. NNI previously sponsored a pension plan, which was covered by ERISA. As of January 1, 2009, there are about 22,220 present and former Nortel employees and their beneficiaries who are entitled to receive benefits under the pension plan. A full-text copy of the Nortel-PBGC Stipulation is available without charge at: http://bankrupt.com/misc/Nortel_StipPBGCforeignnon-debtors.pdf About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OXBOW CARBON: S&P Raises Corporate Credit Rating to 'BB-' --------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its ratings, including its corporate credit rating, on West Palm Beach, Florida-based Oxbow Carbon LLC. The corporate credit rating was raised to 'BB-' from 'B+' and the issue-level rating on the company's senior secured term loan was raised to 'BB' (one notch above the corporate credit rating) from 'BB-'. The recovery rating on the senior secured term loan remains unchanged at '2', indicating the expectation of substantial (70%-90%) recovery in the event of a payment default. "The upgrade reflects S&P's view that over the next few years, despite ongoing weakness in some end-markets, Oxbow will be in a position to maintain credit measures at a level that S&P would consider to be in-line with the 'BB-' rating, with total lease- and pension-adjusted leverage well below 4x," said Standard & Poor's credit analyst Sherwin Brandford. "In addition, it is S&P's expectation that the company will maintain sufficient liquidity during this period, in spite of S&P's expectation for ongoing discretionary cash flow distributions to the owners in excess of $100 million annually." The upgrade incorporates S&P's expectation that in 2010, Oxbow's EBITDA will be at least $200 million compared to around $330 million in 2009. S&P expects the company to continue to reduce debt balances in conjunction with discretionary distributions to its equity holders and currently expect more than $50 million in debt reduction this year. As a result, S&P expects credit measures to remain at a level S&P would consider to be in- line with the 'BB-' rating, with total adjusted leverage well below 4x. The stable rating outlook reflects S&P's belief that while the company's coke businesses will continue to be weak, its coal business is likely to benefit from higher contracted prices. As a result, S&P expects that operating performance in 2010 will not decline materially relative to 2009, resulting in the maintenance of leverage well under 4x, a level S&P would consider to be in- line with the 'BB-' rating. A positive rating action could occur if the company can successfully maintain total adjusted leverage throughout 2010 below 3x due to the combination of relatively stable consolidated operating performance and continued debt reduction. This could occur if, among other things, the company were to sell at least 5 million tons of steam coal at committed prices, helping it to generate at least $250 million of EBITDA. S&P could take a negative rating action if, due to weaker performance, leverage increases beyond 4.5x, which could occur if there is a prolonged operating disruption at its coal mine. PACKERY COMMERCIAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Packery Commercial Development, LP 4950 Terminal Street, Suite 100 Bellaire, TX 77494 Bankruptcy Case No.: 10-20012 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Rogena Jan Atkinson, Esq. The Law Offices of RJ Atkinson LLC 3617 White Oak Dr Houston, TX 77007 Tel: (713) 862-1700 Fax: (713) 862-1745 Email: rogena@rjabankruptcy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $3,773,120, and total debts of $3,900,000. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Craig D. Guidry, president of the Company. PAINTED MEADOWS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Painted Meadows 1764, Ltd. 3027 Marina Bay Drive, Ste 220 League City, TX 77573 Bankruptcy Case No.: 10-80010 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Karen R. Emmott, Esq. Attorney at Law 4615 Southwest Freeway, Suite 500 Houston, TX 77027 Tel: (713) 739-0008 Fax: (713) 481-6262 Email: karen.emmott@sbcglobal.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 Randal M. Hall. PARK EASTSIDE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Park Eastside Properties, Inc. fka Downtown Realty Operating Corp. 180 Broadway, Suite 403 New York, NY 10038 Bankruptcy Case No.: 10-10007 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Robert E. Gerber Debtor's Counsel: Richard D. Trenk, Esq. Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Email: rtrenk@trenklawfirm.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/nysb10-10007.pdf The petition was signed by Howard Levi, president of the Company. PEACOCK GAP: Files for Bankruptcy Due to Declining Revenue ---------------------------------------------------------- Jim Welte at Marin Independent Journal reports that Peacock Gap Country Club and Spa filed for Chapter 11 bankruptcy citing declining revenue and dried up financing for on-going renovation. The company has less than $10 million in assets, and more than $10 in liabilities. Peacock Gap Country Club operates a golf course and resort spa in San Rafael. PARADISE PALMS: Creditor Seeks Case Dismissal --------------------------------------------- ABI reports that a creditor of Paradise Palms LLC will look to continue its pre-petition litigation with the real estate developer. Kissimmee, Florida-based Paradise Palms, LLC, filed for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. M.D. Fla. Case No. 09-17926). R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PACIFIC GALVESTON: Enters Chapter 11 in Dallas ---------------------------------------------- Pacific Galveston Properties LP, also known as Island Bay Apartments, filed for protection under Chapter 11 in U.S. Bankruptcy Court in Dallas on Jan. 4 (Bankr. N.D. Tex. Case No. 10-30122). Dallas-based Pacific Galveston rents resort apartments. According to Carla Main at Bloomberg, the Company has three equity security holders: PACC Investment Group, Inc., which owns 50 units of the limited partnership; Pacific American Advisors Co., which owns one unit; and T Island Bay Corp. The report adds that the largest claim among the unsecured creditors is $1.1 million owed to Lewisville, Texas-based NE Construction LLP. Debts owed to other unsecured creditors didn't exceed $7,000. The company listed assets and debts between $10 million and $50 million, and identified Galveston, Texas, as the location of its principal assets. PACIFIC OFFICE PROPERTIES: Boosts Credit to $15 Million ------------------------------------------------------- Pacific Office Properties Trust Inc., a real estate investment trust, said in a regulatory filing that it amended a credit agreement with First Hawaiian Bank to increase the maximum principal amount available for borrowing to $15 million from $10 million. As security for the FHB Credit Facility, Shidler Equities L.P., a Hawaii limited partnership controlled by Jay H. Shidler, the Company's Chief Executive Officer and chairman of the Company's board of directors, initially pledged to the Lender a certificate of deposit in the principal amount of $10 million. In connection with the increase to the maximum commitment under the FHB Credit Facility, as amended, Shidler Equities increased the principal amount of the Certificate of Deposit from $10 million from $15 million. No other terms of the FHB Credit Facility were amended. Amounts borrowed under the FHB Credit Facility bear interest at a fluctuating annual rate equal to the effective rate of interest paid by the Lender on time certificates of deposit, plus 1.00%. The Operating Partnership is permitted to use the proceeds of the line of credit for working capital and general corporate purposes, consistent with its real estate operations, and for such other purposes as the Lender may approve. The FHB Credit Facility matures on September 2, 2011. The Company has assets of $519,580,000, against debts of $456,550,000 and non-controlling interests of $121,810,000 as of June 30, 2009. It incurred an $11.29 million net loss for six months ended June 30, 2009. PLAINFIELD APARTMENTS: To Strike Deal With Spencer Savings ---------------------------------------------------------- Mark Spivey, staff writer at myCentralNewJersey.com, says a federal court judge urged Plainfield Apartments LLC and Spencer Savings Bank that holds mortgages on the company's apartments to negotiate on an agreement favorable to both parties and effectively end the case. 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). PECAN HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Pecan Holdings, LLC 1734 Randons PT Sugar Land, TX 77478 Bankruptcy Case No.: 10-30126 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Peter Johnson, Esq. Law Offices of Peter Johnson Suite 2820, Eleven Greenway Plaza Houston, TX 77046 Tel: (713) 961-1200 Fax: (713) 961-0941 Email: pjlawecf@pjlaw.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 Ataf Hemani, president of the Company. PENN TRAFFIC: Hilco Offers to Pay $19-Mil. for Closing Sales ------------------------------------------------------------ The Penn Traffic Company and its units seek authority from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of their assets to Hilco who intends to liquidate the assets, subject to higher and better offers by other liquidators or to parties buying the assets as a going concern. The Penn Traffic Company, doing business as BiLo Foods, P&C Supermarkets and Quality Supermarkets has entered into a stalking horse agreement with a joint venture comprised of Hilco Merchant Resources, LLC, and Hilco Real Estate Holdings, LLC, to serve as the exclusive agent in the disposition of, among other assets, real estate holdings. Principal among the properties being marketed by Hilco Real Estate are leased and fee-owned grocery store locations in the northeastern United States, including New York and Pennsylvania. These stores may be in freestanding buildings or shopping center locations and range in size from 10,000 to 50,000 square feet. A joint venture comprised of Hilco Merchant Resources and Hilco Real Estate Holdings will act as the stalking horse bidder in the proceedings for an agreed price of $19,750,000. This purchase agreement does not include the 22 stores covered under a previous purchase agreement with Hilco Merchant Resources. Subject to approval by the Bankruptcy Court, Hilco will hold closing store sales and sell all merchandise and inventory remaining at the Debtors' stores. It is paying has guaranteed payment of $19,750,000 and will pay additional amounts depending on the outcome of the store closing sales. Consistent with their fiduciary duties, the Debtors will continue to solicit competing bids by parties to serve as the Debtors' agent as provided in the stalking horse agreement simultaneously with their continued marketing of substantially all of the Debtors' assets and businesses, i.e. supermarkets, warehouse and other operations -- as going concerns. Parties may submit competing bids to liquidate the assets or purchase the business as a going concern until January 20. An auction will be held January 22 if competing bids are received. The Bankruptcy Court will convene a hearing to consider approval of the sale on January 25, 2009. Hilco will receive a $300,000 break-up fee in the event it is outbid by other parties. 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.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PHOENIX FOOTWEAR: Fails to Meet NYSE Amex Listing Standards ----------------------------------------------------------- Phoenix Footwear Group, Inc. said it had received a notice on October 9, 2009 from the NYSE Amex LLC, indicating that as of its quarter ended July 4, 2009, the Company failed to meet the continued listing standards of the NYSE Amex. Specifically, the letter stated that the Company was not in compliance with Section 1003(a)(ii) of the NYSE Amex Company Guide, with stockholders' equity of less than $4,000,000 and losses from continuing operations and net losses in three of its four most recent fiscal years. The Company said it was afforded the opportunity to submit a plan to the NYSE Amex addressing how it intends to regain compliance with this continued listing standard, and on Nov. 9, 2009, the Company presented its plan to the Exchange. On Dec. 24, 2009, the Company received notice from the Exchange that it has accepted the Company's plan of compliance. Accordingly, the Exchange has granted the Company an extension until April 11, 2011 to regain compliance with its continued listing standards. The Company will be subject to periodic review by the Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the NYSE Amex. Going Concern Doubt The Company has incurred net losses for the last two fiscal years and the first nine months of fiscal 2009. In June 2008, the Company and its subsidiaries entered into a Credit and Security Agreement with Wells Fargo Bank, N.A. for a three year revolving line of credit and letters of credit collateralized by all the Company's assets and those of its subsidiaries. Under the facility, the Company could have borrowed up to $17.0 million (subject to a borrowing base which included eligible receivables and eligible inventory less availability reserves set by Wells Fargo). The Wells Fargo credit facility includes various financial and other covenants with which the Company has to comply to maintain borrowing availability and avoid an event of default and penalties and other remedies available to Wells Fargo. The Company has been in continuing default under its Wells Fargo credit facility since September 27, 2008, by failing to meet the financial covenant for income before income taxes. Since July 2009, the Company has entered into four forbearance agreements with Wells Fargo pursuant to which, among other things, Wells Fargo agreed, subject to certain conditions, to refrain from exercising remedies based on the specified past financial covenant defaults until October 23, 2009, with various automatic extensions that defer the maturity to November 30, 2009, provided the Company adheres to certain conditions. The Company undertook restructuring activities to raise cash to enable it to repay its bank debt. In the Company's most recent 10-Q filing, management of the Company said it is engaged in discussions with several different financing sources to provide the Company with proceeds to repay in full its revolving line of credit debt on or before November 30, 2009. The conditions raise substantial doubt about the Company's ability to continue as a going concern. At September 30, 2009, the Company's consolidated balance sheets showed $13.2 million in total assets, $9.8 million in total liabilities, and $3.4 million in shareholders' equity. Subsequent Events As reported in the Troubled Company Reporter on December 7, 2009, the Company, together with its subsidiaries, entered into an Accounts Receivable and Inventory Security Agreement on December 4, 2009, with First Community Financial, a division of Pacific Western Bank, for a two-year revolving credit facility collateralized by all of its personal property and those of its subsidiaries. Under the facility, the Company can borrow up to $4.5 million (subject to a borrowing base which includes Eligible Accounts Receivable and Eligible Inventory). The Eligible Inventory sublimit included in the borrowing base, currently capped at $1.5 million, shall be reduced by $200,000 per month beginning on January 15, 2010, until such amount is reduced to $300,000. Concurrently with the execution of the Accounts Receivable and Inventory Security Agreement, the Company made an initial borrowing thereunder in the amount of $2.0 million, which was used to pay in full the outstanding balances of $1.7 million owed to its then lender, Wells Fargo. About Phoenix Footwear Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in Carlsbad, California, designs, develops and markets men's and women's footwear and accessories. Phoenix Footwear's brands include Trotters(R), SoftWalk(R) and H.S. Trask(R). These brands are primarily sold through department stores, specialty retailers, mass merchants and catalogs. PRECISION PAVING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Precision Paving, Inc. aka Precision Built Landscape, Inc. Post Office Box 1241 Jesup, GA 31598-1241 Bankruptcy Case No.: 10-20004 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: William S. Orange, III, Esq. 1419 Newcastle Street Brunswick, GA 31520 Tel: (912) 267-9272 Fax: (912) 267-7595 Email: orangelaw@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,032,047, and total debts of $1,416,701. The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Lawrence Dewayne Floyd, president of the Company. RAYMOND ZWEIFEL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Joint Debtors: Raymond T. Zweifel Allyson M. Zweifel 4873 Keeneland Circle Orlando, FL 32819 Bankruptcy Case No.: 10-00020 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: James H. Monroe, Esq. Post Office Box 540163 Orlando, FL 32854 Tel: (407) 872-7447 Fax: (407) 246-0008 Email: jhm@jamesmonroepa.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 $1,337,799, and total debts of $1,859,640. The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. R.H. DONNELLEY: Gets Nod to Assume Panorama Lease ------------------------------------------------- R.H. Donnelley Corp. and its units obtained authority for Debtor Dex Media, Inc., to assume an unexpired nonresidential lease of a facility located at 8501 Panorama Circle, Suite 150, Englewood, Colorado, entered into between DMI as tenant and Carr Office Park LLC as landlord. For 2009, the annual rent under the Panorama Lease is $4,042,801. However, under the current terms of the Panorama Lease, the Rent increases annually by $0.50 per square foot through the Lease's remaining term. After the Petition Date, the Debtors negotiated with the Landlord and the Parties came up with an amendment to the Lease, which include the decrease of rent by approximately $2,700,000 annually. In addition, the Debtors were able to negotiate valuable concessions from the Landlord, including (i) a four-year reduction in the term; and (ii) a reduction in the rentable area to 65,759 square feet, which is better suited to DMI's operations going forward, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, relates. The Debtors assert that they are current on all monetary obligations under the Panorama Lease and that they have timely satisfied all monetary obligations since the Petition Date. Accordingly, the Debtors assert that the cure amount with respect to the Panorama Lease is zero. However, in connection with the execution of the Amendment, the Debtors agreed to pay $3,900,000 to the Landlord within 10 days after the entry of a final and non-appealable order approving the Request. Mr. Conlan contends that entry into the Amendment and the corresponding payment of the Additional Rent would allow the Debtors to (i) bring the Rent in line within current market conditions, (ii) reduce and reconfigure the rentable area of the Property to better meet DMI's operational needs, (iii) avoid the costs and potential business disruption associated with relocating approximately 240 employees to a new facility, and (iv) avoid potentially substantial rejection damages, which would likely result if DMI rejected the Panorama Lease. About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc., and Local Launch, Inc., are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) R.H. DONNELLEY: Putative Shareholders Oppose Plan Releases ---------------------------------------------------------- Donald Biggerstaff, on behalf of himself and a putative class of shareholders who claim to have been defrauded by the prepetition and fraudulent or reckless actions and inactions of former and current officers and directors of the R.H. Donnelley Corporation and its debtor affiliates pending in the U.S. District Court for the District of Delaware objects to the proposed Chapter 11 Plan of Reorganization, including but not limited to a certain portion of the Plan, which purports to release the non-Debtor defendants from liability for their prepetition or fraudulent or reckless actions and inactions. Brian D. Long, Esq., at Rigrodsky & Long P.A., in Wilmington, Delaware, asserts that the Release Provision is not necessary to ensure the success of the Plan. Accordingly, Mr. Long proposes imposing a carve-out agreeable to Mr. Biggerstaff and the Putative Class. The carve-out provides: "Neither this Plan nor any contract, instrument, release, agreement or document executed or delivered in connection therewith, nor the occurrence of the Effective Date (i) shall release, waive, discharge, contribute, or assign any of the claims or causes of action asserted or that may be asserted against the current non-debtor defendants or potential non- debtor defendants in that certain action styled Donald Biggerstaff, et al v. David Swanson, et al, Civil Action: 09- 00803-MMB (the "Biggerstaff Securities Fraud Action) and/or (ii) shall permanently or preliminarily enjoin, prohibit or prevent in any way the continuation and/or prosecution of the Biggerstaff Securities Fraud Action and the claims and causes of action asserted or that may be asserted therein against the existing non-debtor defendants or potential non-debtor defendants; and all such claims and causes of action, as well as any and all defenses and counterclaims, are hereby expressly preserved." In a separate filing, other Plaintiffs join in Mr. Biggerstaff's objection: * Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund; * Private Scavenger and Garage Attendants Pension Trust Fund; * Textile Maintenance and Laundry Craft Pension Fund; and * Zhengxu He, trustee for the He & Fang Revocable Living Trust. The Chapter 11 Plan R.H. Donnelley Corp. has won approval of the disclosure statement, bringing the Debtor closer to realizing a Chapter 11 reorganization plan that aims to shed $6.4 billion in debt. As scheduled, the Court will convene a hearing to consider confirmation of the Plan on January 12. Objections to confirmation of the Plan are due December 17. R.H. Donnelley reached an agreement on the terms of the Plan with several creditor groups, including noteholders and bank lenders, prior to filing for Chapter 11 protection on May 28, 2009. The so-called "lock-up" agreements between the Company and its bank lenders and noteholders remain in place. Under the terms of the Plan of Reorganization: * R.H. Donnelley would reduce its total debt by approximately $6.4 billion, including the repayment of $700 million of secured indebtedness * The approximately $6.0 billion of unsecured bond indebtedness would be exchanged for virtually all of the equity in the restructured Company and $300 million of unsecured notes issued by the Company; all existing equity in the Company would be extinguished * Total cash interest expense reduction of approximately $500 million annually * Post-restructuring secured and consolidated debt of approximately $3.1 billion and $3.4 billion, respectively, which represents approximately 2.9x and 3.2x net secured and net consolidated leverage, respectively * Post-restructuring cash balance of approximately $125 million. Prior to the hearing, Sharon K. Jones, the Treasurer of Douglas County, Colorado, filed an objection, saying that the Disclosure Statement, as amended October 19, does not resolve Douglas County's claim. She added that the Plan does not contain the language in the October 19 Disclosure Statement partially addressing Douglas County's claim. A full-text copy of the Plan, as amended October 19, is available for free at: http://bankrupt.com/misc/RHDOct19Plan.pdf A full-text copy of the explanatory Disclosure Statement, as amended October 19, is available for free at: http://bankrupt.com/misc/RHDOct19DS.pdf About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc., and Local Launch, Inc., are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) R.H. DONNELLEY: Wants Removal Period Extended to Feb. 22 -------------------------------------------------------- Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy Procedures, the Court may extend the period within which the Debtors may remove actions pending against them before the Petition Date "for cause . . . at any time in its discretion . . . if the [request is] made before the expiration of the period originally prescribed or as extended by a previous [O]rder." Section 1452 of the Bankruptcy Code provides that "a party may remove a claim or cause of action in a civil action . . . to the district court for the district where such civil action is pending. . . " By this motion, R.H. Donnelley Corp. and its units ask the Court to further extend the deadline within which they may file notices of removal of claims and causes of action pursuant to Section 1452 of the Bankruptcy Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure by 60 days, through and including February 22, 2010. The current deadline for the Debtors to file notices of removal is December 24, 2009. The Debtors ask the Court that their request be granted without prejudice to their right to seek further extensions. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, contends that the size of the Debtors' business operations and the large number of Debtors involved in the Chapter 11 cases have caused their management and advisors to devote an extraordinary amount of time ensuring that they meet the requirements of the Chapter 11 process, all while maintaining smooth business operations. He further notes that the Debtors' management and advisors have undertaken substantial efforts to negotiate, draft and present the Joint Plan of Reorganization for R.H. Donnelley Corporation and its subsidiaries and related Disclosure Statement. On October 21, 2009, the Court approved the Disclosure Statement and scheduled a hearing for January 12, 2010. Given the tasks and their attendant demands on the Debtors' personnel and professional advisors, the Debtors have a legitimate need for additional time to review their outstanding litigation matters and evaluate whether those matters should properly be removed pursuant to Section 1452 and Rule 9027, Mr. Conlan explains. He argues that if the Debtors' extension request is denied, they could lose a significant element of their overall ability to manage pending litigation matters during their Chapter 11 cases before they even had the opportunity to evaluate the merits of the litigation, to the detriment of the Debtors, their estates, and their creditors. Furthermore, Mr. Conlan assures the Court that the counterparties to any claims or causes of action will not suffer any prejudice because prepetition claims and causes of action against the Debtors are stayed by operation of the automatic stay under Section 362(a) of the Bankruptcy Code, and no bar date for the filing of claims against the Debtors has yet been established. Accordingly, preserving the Debtors' ability to remove related claims and causes of action will not impose significant delay or unnecessary burdens on any counterparties to related claims and causes of action, Mr. Conlan further argues. The Court will convene a hearing on January 12, 2010, at 10:00 a.m., to consider the Debtors' request. Pursuant to Rule 9006-2 of the Delaware Bankruptcy Local Rules, the Debtors' Removal Period is automatically extended until the conclusion of that hearing. About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc., and Local Launch, Inc., are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RIVERSIDE CAPITAL: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Riverside Capital Holdings, LLC 2100 S Ocean LN #205 Ft. Lauderdale, FL 33316 Bankruptcy Case No.: 10-10080 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: David W. Langley, Esq. 8551 W Sunrise Blvd #303 Fort Lauderdale, FL 33322 Tel: (954) 356-0450 Fax: (954) 356-0451 Email: dave@flalawyer.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 $1,676,546, and total debts of $2,209,194. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Tyler Tuchow, managing member of the Company. RONSON CORP: PBGC Assumes Underfunded Pension Plan -------------------------------------------------- The Pension Benefit Guaranty Corporation said last week it was moving to assume responsibility for the underfunded pension plan covering more than 460 workers and retirees of Ronson Corp., a maker of lighters and accessories based in Woodbridge, New Jersey. The pension insurer is stepping in because the underfunded retirement plan will be unable to make benefit payments and faces abandonment following the sale of substantially all the company's assets. The buyers have not agreed to assume responsibility for the plan. By taking action now, the PBGC said it prevents further deterioration of the plan's condition. The Ronson Corporation Retirement Plan is 33% funded, with assets of $2.7 million to cover benefit liabilities of $8.2 million, according to PBGC estimates. The agency expects to be responsible for the entire $5.5 million shortfall. The PBGC will take over the assets and use insurance funds to pay guaranteed benefits earned under the plan, which ended on Dec. 30, 2009. Retirees and beneficiaries will continue to receive their monthly benefit checks without interruption, and other workers will receive their pensions when they are eligible to retire. Until the PBGC becomes trustee of the pension plan, the plan will remain ongoing under company sponsorship. The agency will send notification letters to all plan participants when it becomes trustee. Under federal pension law, the maximum guaranteed pension at age 65 for participants in plans that terminate in 2009 is $54,000 per year. The maximum guaranteed amount is lower for those who retire earlier or elect survivor benefits. In addition, certain early retirement subsidies and benefit increases made within the past five years may not be fully guaranteed. The PBGC will not have specific information about Ronson pension benefits until the agency becomes trustee of the plan. Workers and retirees with general questions about the PBGC and its benefit guarantees may consult the PBGC Web site, http://www.pbgc.gov/ Ronson retirees who draw a benefit from the PBGC may be eligible for the federal Health Coverage Tax Credit. Further information may be found on the PBGC Web site at http://www.pbgc.gov/workers- retirees/benefits-information/content/page13692.html. Assumption of the plan's unfunded liabilities will have no significant effect on PBGC's financial statements as an estimate of the claim was previously included in the agency's fiscal year 2009 financial statements, in accordance with generally accepted accounting principles. The PBGC is a federal corporation created under ERISA. It currently insures the basic pension benefits of about 44 million American workers and retirees in more than 29,000 private-sector defined benefit pension plans. The Corporation receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by PBGC's investment returns. About Ronson Corporation Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- is the parent company of three operating units: Ronson Aviation, Inc., an aircraft fueling and servicing company; Ronson Consumer Products Corp., a maker and distributor of Ronsonol lighter fluid and various other lighter accessories; and Ronson Corporation of Canada Ltd., which markets the company's products throughout Canada. The company is engaged in a series of asset sales as a condition of a forbearance agreement with its primary lender Wells Fargo Bank, NA. At September 30, 2009, the Company had $15,333,000 in total assets against total current liabilities of $16,516,000, long-term debt of $13,000, other long-term liabilities of $1,724,000, and other long-term liabilities of discontinued operations of $494,000, resulting in $3,414,000 in stockholders' deficiency. At September 30, 2009, the Company had both a deficiency in working capital and a stockholders' deficit. In addition, the Company was in violation of certain provisions of certain short- term and long-term debt covenants at September 30, 2009 and December 31, 2008. The Company's losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations, as well as existing events of default under its credit facilities and mortgage loans, raise substantial doubt about its ability to continue as a going concern. RYLAND GROUP: To Release Fourth Quarter Earnings on January 27 -------------------------------------------------------------- The Ryland Group, Inc., will release its fourth quarter earnings on January 27, 2010, after the market closes. The conference call will be held January 28, at 9:00 a.m. PST (noon EST). A live audio webcast of the call will be available on Ryland's Web site at http://www.ryland.com/ To access the webcast, go to the Investors section and click on the "Fourth Quarter Earnings Conference Call" link under the "Events and Presentations" heading. A replay of the webcast will be archived on Ryland's site. For participants who wish to call in, the number is (913) 312- 0963, or toll free (800) 776-9057. The call will be recorded and available for replay beginning at 12:00 p.m. PST on January 28 through 9:00 p.m. PST on February 4, 2010. The dial-in number for the replay is (719) 457-0820, or toll free (888) 203-1112 (reference access code 9425477). CEO Severance Agreement Ryland Group entered into a CEO Severance Agreement dated as of December 17, 2009, with Larry T. Nicholson, Ryland's President and Chief Executive Officer. The Agreement sets forth the terms and conditions that are applicable if Mr. Nicholson's employment is terminated in the future as a result of his death or disability, a voluntary termination by Mr. Nicholson, a termination by Ryland without Cause and a termination for Cause. In the event of a voluntary termination or a termination due to death or disability, Ryland will pay Mr. Nicholson his base salary through the effective date of termination and will pay all benefits to which Mr. Nicholson has a vested right at that time in accordance with the terms of the plan, document or agreement governing such benefits. Additionally, in the event of a termination due to death or disability, Ryland shall pay a pro rata share of the Bonus for the year in which the termination occurs. If Mr. Nicholson should voluntarily terminate his employment, Mr. Nicholson is not entitled to receive a Bonus for the fiscal year in which a voluntary termination occurs. In the event this Agreement is terminated for Cause (as defined in the Agreement), Ryland will pay Mr. Nicholson his base salary through the date of termination and Mr. Nicholson will forfeit all rights and benefits he is entitled to receive, including any right to a Bonus for the fiscal year in which the termination occurs, but excluding any benefits in which he has a vested right. If Ryland should terminate Mr. Nicholson without Cause, Ryland will pay him a lump sum cash payment equal to 24 months of his base salary as in effect prior to the date of notice of termination. Mr. Nicholson's participation in the life, medical, long-term disability and executive medical reimbursement programs will be continued or equivalent benefits provided by Ryland for a period of two years from the date of termination. Ryland also will pay to him a lump sum cash payment equal to the value of coverage under certain executive life and other benefit programs for a period equal to 24 months. Ryland also will pay Mr. Nicholson a pro rata share of the Bonus for the year in which the termination occurs based on Mr. Nicholson's Bonus program and the results of Ryland for that fiscal year. Ryland will also pay all benefits to which Mr. Nicholson has a vested right at the time of termination in accordance with the terms of the plans, documents or agreements governing those benefits. Mr. Nicholson will be fully vested in any unvested grants of equity, stock option or restricted stock unit awards previously received. Within 30 days after the date of termination, Ryland will also pay Mr. Nicholson a lump sum cash payment for the year in which the termination occurs equal to twice the highest amount of the Bonus paid or payable in respect of the three previous fiscal years prior to the year in which termination occurs as well as an equity award equal to the highest restricted stock award granted during the three previous fiscal years prior to the year in which termination occurs. In the event that the forgoing equity award cannot be made, Ryland will make a lump sum cash payment in an amount equal to the fair market value of such shares. In the event of a Change of Control, Mr. Nicholson has the option to have a termination of employment governed by the provisions of his Senior Executive Severance Agreement as opposed to this Agreement. In accordance with Ryland's Policy Regarding Stockholder Approval of Severance Agreements, all payments and Benefits provided in connection with a termination by Ryland without Cause are subject to and shall not exceed the Severance Benefits Limitation set forth in the Severance Policy. In the event that the aggregate present value of all payments and Benefits to be provided in the event of a termination without Cause would exceed the Benefits Threshold, the payments and Benefits shall be reduced or forgone to comply with the Severance Benefits Limitation set forth in the Severance Policy. About Ryland Group Founded in 1967 and headquartered in Calabasas, California, The Ryland Group, Inc. -- http://www.ryland.com/-- is a mid-sized homebuilder with homebuilding revenues and net income for the trailing 12 months ended September 30, 2009, of $1.35 billion and ($261) million, respectively. Ryland is listed on the New York Stock Exchange under the symbol "RYL." At September 30, 2009, the Company had total assets of $1,736,504,000, including cash and cash equivalents of $235,204,000, against total liabilities of $1,189,077,000. * * * Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3" probability of default rating, "Ba3" senior unsecured notes rating, and "SGL-2" speculative grade liquidity rating. Ryland Group carries Standard & Poor's Ratings Services' 'BB-' corporate credit and senior unsecured note ratings. SARGENT RANCH: Files for Chapter 11 Protection in Sand Diego ------------------------------------------------------------ Sargent Ranch LLC filed for Chapter 11 bankruptcy in San Diego, California (Bankr. S.D. Calif. Case No. 10-00046). Sargent Ranch LLC owns a 6,400 acre proposed development in Gilroy, California - Sargent Ranch, LLC - voluntarily filed for chapter 11 protection in San Diego yesterday. The company, which is majority owned by Wayne and Marci Pierce, listed its assets at $716.1 million. Those assets are encumbered by a $71 million secured claim and over $11 million in unsecured claims. Debts range from $50,000,001 to $100,000,000. According to an article in The Gilroy Dispatch, the company first attempted to develop the project through Santa Clara County but failed. The company then attempted to bypass county regulations by teaming with the Amah Mutsun Indians and Congressman Mike Honda (D-San Jose) to gain federal tribal recognition. Those efforts also failed and the project was stopped. Don Bauder at San Diego Reader reports that Wayne and Marci Pierce of La Jolla who owned 85% of the Company was charged by developer Jack Roddy of Antioch in 2005 for taking money from another development to prop up Sargent Ranch. SARGENT RANCH: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sargent Ranch, LLC, a California Limited Liability Company 8031 La Jolla Scenic Drive North La Jolla, CA 92037 Bankruptcy Case No.: 10-00046 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) About the Business: Debtors' Counsel: John L. Smaha, Esq. Smaha Law Group, APC 7860 Mission Center Court, Suite 100 San Diego, CA 92108 Tel: (619) 688-1557 Fax: (619) 688-1558 Email: jsmaha@smaha.com Estimated Assets: $500,000,001 to $1,000,000,000 Estimated Debts: $50,000,001 to $100,000,000 A full-text copy of the Debtor's petition, including a list of its 15 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/casb10-00046.pdf Debtor's List of 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Barnes & Thornberg Legal Fees $200,000 Chester Spiering Consulting Fees $500,000 1235 Christobal Privada Mountain View, CA 94040 Clark & Weinstock Legal Fees $75,000 Live Oak Associates Biological Surveys $30,000 Luhdorff & Scalmanini Engineering Fees $9,500 Manasian & Rougeau, LLP Legal Fees $750,000 400 Montgomery St., Ste. 1000 San Francisco, CA 94104 McNally Temple Consulting Fees $84,000 Mike Baldridge Consulting Fees $1,774,250 335 Sutton Circle Danville, CA 94506 Miller Starr Regalia Legal Fees $83,674 Morrison Foerster Legal Fees $13,000 Pillsbury Winthrop Legal Fees $411,000 2300 N. Street NW, Rm 6182 Washington, DC 20037 Ruggeri Jensen Azar Engineering Fees $8,170 Santa Clara County 810-38-002 $333,760 Tax Collector ($2,224); 70 W. Hedding Street 810-37-008 San Jose, CA 95110 ($19,008); 810-37-007 ($19,008); 810-37-006 ($62,700); 810-37-005 ($120); 810-38-009 ($9,000); 810-38-014 ($96,000);8 Santa Cruz County 110-201-04 $53,034 Tax Collector ($6,022); 110-251-06 ($212); 110-271-01 ($5,800); 110-281-01 ($41,000) TerraSearch Engineering Fees $8,500 The petition was signed by Wayne F. Pierce, managing member of the Company. SMART ONLINE: Sells More Conv. Secured Sub. Notes to Noteholders ---------------------------------------------------------------- Smart Online, Inc., said it sold an additional convertible secured subordinated note due Nov. 14, 2010, in the principal amount of $750,000 to a current noteholder upon substantially the same terms and conditions as the previously issued notes. The Company said it is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing March 23, 2010. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. Durham, North Carolina-based Smart Online, Inc. -- http://www.smartonline.com/-- develops and markets software products and services (One Biz(TM)) targeted to small businesses that are delivered via a Software-as-a-Service model. The Company sells its SaaS products and services primarily through private- label marketing partners. In addition, the Company provides sophisticated and complex website consulting and development services, primarily in the e-commerce retail and direct-selling organization industries. At September 30, 2009, the Company had $1,788,096 in total assets against $13,610,936 in total liabilities, resulting in stockholders' deficit of $11,822,840. SMIC LTD: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: SMIC. Ltd. 17300 N. Dallas Parkway, Suite 2040 Dallas, TX 75248 Bankruptcy Case No.: 10-40120 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: J. Robert Forshey, Esq. Forshey & Prostok, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: (817) 877-8855 Email: jrf@forsheyprostok.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 D. Ronald Allen, member of the Company. SMURFIT-STONE: CCAA Stay Order Extended to February 26 ------------------------------------------------------ Smurfit-Stone Canada Inc. and its affiliates sought and obtained an order from the Honorable Justice J. Pepall at the Superior Court of Justice (Commercial List) for the Province of Ontario, in Canada, further extending the stay of proceedings through February 26, 2010. Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Ontario, Canada, relates that since the granting of the initial order extending the stay, the CCAA Entities have worked diligently to stabilize their operations and with the assistance of the DIP Credit Agreement, they have been able to reassure customers and suppliers, and maintain operations. Mr. Dunphy tells the Superior Court that the CCAA Entities have acted and continue to act in good faith and with due diligence. He explains that an extension of the stay of proceedings to February 26, 2010, is necessary in order to continue to ensure stability to the CCAA Entities' business and allow them sufficient time to continue in the restructuring of their businesses. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Court Denies Equity Committee Appointment -------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon has denied Caspian Capital Advisors' request to appoint an official committee of equity security holders. The Judge explained that appointment of an equity committee is appropriate only where: * Caspian can establish that there is substantial likelihood that they will receive a meaningful distribution in the Chapter 11 cases; and * equity holders are unable to adequately represent their interests in the Chapter 11 cases absent appointment of an official committee. As previously reported, in support of the Request, Caspian submitted the report of Moelis & Company, and the Debtors submitted the rebuttal report of Lazard Freres & Co. LLC in opposition to the Request. The Judge points out that the record adduced at trial reflects that the valuation methodology employed by the Moelis Report is dependent upon projections of increased revenues in coming years as a result of an aggressive pricing forecast but does not adequately consider or take into account likely cost increases in its projections. Aside from pricing projections, the Moelis Report identifies certain potential additional sources of distributable value. However, the record developed at trial reflects that the Black Liquor Tax Credit expires on December 31, 2009, and will not be an ongoing source of revenue for the Debtors. Similarly, the record reflects that the Debtors will not be able to obtain any material economic benefit under the Biomass Conversion Agricultural Program. As to the potential value to the Debtors of net operating loss carryforwards, the evidence is sufficiently conflicting so as to preclude the Court from attributing material value to the tax attributes, the Judge further explains. He adds that the Lazard Rebuttal Report reflects that, on both a "comparable company" analysis and a "precedent transaction" analysis, the range of estimated values falls between $700 million and $900 million short of the point at which distributable value is likely to be available for shareholders. In addition, the record reflects that Caspian have engaged able and experienced professionals, have vigorously participated in these cases to date, and have identified numerous grounds upon which to challenge the Debtors' recently filed Joint Chapter 11 Plan of Reorganization and the accompanying Disclosure Statement. For these reasons, Judge Shannon concludes that appointment of an equity committee is not necessary to ensure adequate representation of the interests of shareholders. Before the Judge issued his order, Caspian and the Debtors exchanged briefs which were filed under seal. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Has Lenders' Nod for Cash Use Until June 30 ---------------------------------------------------------- Smurfit-Stone Container Corp. and its units seek authority from the Bankruptcy Court to continue using cash collateral. As previously reported, the Final DIP Order authorized the Debtors to enter into a DIP financing facility established pursuant to a certain credit agreement between Smurfit-Stone Container Enterprises, Inc., and Smurfit-Stone Container Canada, Inc., Smurfit-Stone Container Corporation, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent and Canadian collateral agent, and the Lenders party thereto. The DIP Facility provided for a total commitment of up to $750 million, consisting of U.S. and Canadian senior secured asset-based revolving credit facilities and senior secured asset- based term loan facilities. The Final DIP Order authorized the Debtors to use the proceeds of the DIP Facility for (i) working capital, Letters of Credit and Capital Expenditures; (ii) other general corporate purposes of the Debtors (including intercompany loans to the extent permitted by the DIP Credit Agreement); (iii) payment of any related transaction costs, fees and expenses; and (iv) the costs of administration of the Cases. The Maturity Date for the DIP Facility is January 28, 2010, absent the Debtors' election to extend the DIP Facility as provided in the DIP Credit Agreement. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, relates that after careful consideration, the Debtors have decided not to exercise their option to extend the DIP Facility beyond January 28 because the Debtors have built up significant cash reserves throughout the past year and currently hold approximately $675 million in cash and cash equivalents. Consequently, rather than extend the DIP Facility and incur the related costs and expenses, the Debtors have determined to instead rely on their significant cash reserves to meet their operating, working capital and capital expenditure needs. In order to do so, however, the Debtors need to extend their authority to use Cash Collateral, which would otherwise expire when the DIP Facility matures on January 28. Accordingly, the Debtors and the Prepetition Secured Parties have negotiated and agreed to a proposed order, which authorizes the Debtors to continue using Cash Collateral through the earlier of (i) June 30, 2010, (ii) consummation of a plan of reorganization, or (iii) the delivery of written notice to the Debtors by the agent for the Prepetition Secured Parties after the occurrence of certain events of default and continuance of the Event beyond any applicable grace period. Specifically, events of default include: * the failure of the Debtors to make a payment to the Prepetition Agents or the Prepetition Secured Parties when required and the failure continues unremedied for more than two business days after the Debtors' receipt of a notice of default; * any of the Debtors' Chapter 11 Cases will be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; * the Bankruptcy Court or the Canadian Court will enter an order or orders granting relief from the automatic stay to the holder or holders of any security interest to permit foreclosure or enforcement of any kind on any assets of the Debtors which have a value in excess of $5,000,000 in the aggregate; * an order of the Bankruptcy Court or the Canadian Court will be entered reversing, amending, supplementing, staying for a period in excess often 10 days, vacating or otherwise modifying the Final DIP Order or the Proposed Order without the prior written consent of the Prepetition Agents; * any judgment or order as to a postpetition liability or debt for the payment of money in excess of $1,OOO,OOO will be rendered against any of the Debtors or their subsidiaries and the judgment will remain undischarged and there will be any period of 30 consecutive days during which a stay of enforcement of the judgment or order, by reason of a pending appeal or otherwise, will not be in effect; * the Debtors or any of their subsidiaries will make any prepetition payment -- whether by way of adequate protection to any party other than the Pre-Petition Secured Parties or otherwise -- of principal or interest or otherwise on account of any prepetition indebtedness or payables, including reclamation claims, other than prepetition payments authorized by the Bankruptcy Court or the Canadian Court; and * the Debtors will create, incur or suffer to exist any post- petition liens or security interests other than (a) those in favor of the Prepetition Agents or the Prepetition Secured Parties and (b) "Permitted Liens" that were not primed by or would not have been primed by the DIP Liens or the DIP Protections pursuant to the Final Order and the DIP Credit Agreement; or any other claim which is "pari passu" with or senior to the adequate protection for the interest of the Prepetition Secured Parties in the Prepetition Collateral on account of the granting of the DIP Liens, subordination to the Carve-Out, the Debtors' use of the Prepetition Collateral, including the Cash Collateral, and other decline in value arising out of the automatic stay or the Debtors' use, sale, or lease of the Prepetition Collateral, or otherwise granted pursuant to the Final DIP Order or the Proposed Order, other than the Carve-Out, will be granted in any of the Chapter 11 Cases. A copy of the Proposed Order is available for free at: http://bankrupt.com/misc/SmrftCshCoExtPOrd.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly $7.450 billion in total assets and $5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SOLUTIA INC: Court Enters Final Decree Closing Ch. 11 Cases ----------------------------------------------------------- Judge Prudence Carter Beatty, on December 29, 2009, pursuant to Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, entered a final decree closing the Chapter 11 Cases of Solutia, Inc.'s 15 debtor affiliates: Debtor Case No. ------ -------- Solutia Business Enterprises Inc. 03-17948 Solutia Inc. 03-17949 Solutia Systems, Inc. 03-17950 Solutia Overseas, Inc. 03-17951 CPFilms Inc. 03-17952 Solutia Management Company, Inc. 03-17953 Monchem International, Inc. 03-17954 Axio Research Corporation 03-17955 Solutia Investments, LLC 03-17956 Beamer Road Management Company 03-17957 Monchem, Inc. 03-17958 Solutia Inter-America, Inc. 03-17959 Solutia International Holding, LLC 03-17960 Solutia Taiwan, Inc. 03-17961 Solutia Greater China, Inc. 03-17962 The Court's final decree is without prejudice to the rights of the Reorganized Debtors or any other party-in-interest to seek to reopen the cases for good cause shown. The Court will retain jurisdiction to enforce or interpret its own orders pertaining to the Chapter 11 Cases and over the Reorganized Debtors for the purposes set forth in the Plan. The Court will also retain jurisdiction over any matter pending in the Chapter 11 Cases. About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The Company and 15 debtor-affiliates filed for Chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. On November 29, 2007, the Court confirmed a consensual reorganization plan for Solutia. Solutia emerged from Chapter 11 protection February 28, 2008. Solutia was represented by Kirkland & Ellis LLP, and Blackwell Sanders LLP in the Chapter 11 case. Akin Gump Strauss Hauer & Feld LLP represented the unsecured creditors. Solutia's $2.05 billion exit financing facility was funded by Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., and Deutsche Bank Securities Inc. The exit financing is being used to pay certain creditors, and for ongoing operations. Bankruptcy Creditors' Service, Inc., publishes Solutia Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Solutia Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * * * In October 2009, Standard & Poor's Ratings Services said that it raised its ratings on reorganized Solutia Inc., including the corporate credit rating, to 'B+' from 'B'. The outlook is positive. Moody's also affirmed the 'B1' corporate family rating for Solutia. Moody's said the rating reflects the Company's high leverage and weak, but improving, credit metrics along with the uncertainty surrounding its environmental remediation activities. SOLUTIA INC: Sued for Failing to Reimburse Medicare --------------------------------------------------- The United States Government filed a lawsuit on December 1, 2009, in the federal court in Birmingham, Alabama, against Monsanto Co., Pfizer Inc., and Solutia Inc. alleging that the companies failed to reimburse Medicare for health services provided to certain individuals who won a $300,000,000 verdict in a pollution case against the companies. The lawsuit also names insurers American International Group Inc. and Travelers Cos., as well as the attorneys who represented the Medicare recipients, as defendants. "Monsanto, Solutia and Pharmacia are required to reimburse the United States for conditional Medicare payments made on behalf of settlement claimants," according to the lawsuit, Bloomberg News said. The insurers are also "obligated to repay the government health program," the U.S. Government asserted. The U.S. is seeking double damages, Bloomberg News reported. The St. Louis Business Journal noted that in 2003, Solutia, Monsanto and Pfizer paid $700,000,000 to settle the pollution case, including $300,000,000 to resolve claims by 17,000 Anniston, Alabama residents, some of whom were recipients of Medicare benefits. Medicare is the federal health program for the elderly and disabled, Bloomberg News noted. Solutia and Monsanto assert that the plaintiffs' attorneys "should have reimbursed Medicare," according to the SL Business Journal. "Solutia was not involved with the distribution of funds to individual plaintiffs. . . We did agree to a settlement and we have fulfilled our obligations," the SL Business Journal quoted Solutia spokeswoman, Melissa Hammonds, as saying. Monsanto spokesman, Bob Peirce, said that after the initial payment of a settlement trust under the court-approved settlement, Monsanto had no control over the funds, according to Bloomberg News. The funds were later distributed by plaintiffs' counsel to their clients, the SL Business Journal said. "We believe that if Medicare is owed anything, it would be from the plaintiffs' attorneys who were empowered to distribute the settlement funds and their clients who received the money," Mr. Peirce added. About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The Company and 15 debtor-affiliates filed for Chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. On November 29, 2007, the Court confirmed a consensual reorganization plan for Solutia. Solutia emerged from Chapter 11 protection February 28, 2008. Solutia was represented by Kirkland & Ellis LLP, and Blackwell Sanders LLP in the Chapter 11 case. Akin Gump Strauss Hauer & Feld LLP represented the unsecured creditors. Solutia's $2.05 billion exit financing facility was funded by Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., and Deutsche Bank Securities Inc. The exit financing is being used to pay certain creditors, and for ongoing operations. Bankruptcy Creditors' Service, Inc., publishes Solutia Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Solutia Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * * * In October 2009, Standard & Poor's Ratings Services said that it raised its ratings on reorganized Solutia Inc., including the corporate credit rating, to 'B+' from 'B'. The outlook is positive. Moody's also affirmed the 'B1' corporate family rating for Solutia. Moody's said the rating reflects the Company's high leverage and weak, but improving, credit metrics along with the uncertainty surrounding its environmental remediation activities. SOUTHEAST BANKING: Wants April 30 Deadline for Plan Effective Date ------------------------------------------------------------------ Jeffrey H. Beck, Chapter 11 Trustee for the estate of Southeast Banking Corporation asks the U.S. Bankruptcy Court for the Southern District of Florida to extend until April 30, 2009, the deadline for the occurrence of the effective date of the Third Amended Chapter 11 Plan of Reorganization. This is the fourth request for an extension of the effective date deadline. The trustee relates that at least four potential qualified and substantial institutional or corporate investors continue to have dialogue with SCS, the estate's investment banker, about the Estate, the Plan and a potential transaction. The trustee adds that these four potential investors are considering a transaction, but it is uncertain whether any of these entities or others that may be contacted in the future would ultimately consummate a transaction similar to the transaction to be implemented under the Plan. The trustee further adds that SCS's willingness to continue its efforts without current compensation, would have minimal the cost to the estate. Summary of the Transaction As reported in the Troubled Company Reporter on August 3, 2009, the Plan proposes to rehabilitate SEBC and certain of its non- debtor subsidiaries by recapitalizing SEBC through an investment of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC into SEBC Financial Corporation, with a new holding company, SEBC Holdings, LP. SEBC Holdings will own 60% of the common stock of Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that will acquire and hold SEBC's real estate-owning subsidiaries. The equity investment would be utilized by Reorganized SEBC to purchase equity securities from a newly formed special purpose vehicle to be established on or after the Closing Date. About Southeast Banking Southeast Banking Corp. was the holding company of Southeast Bank, N.A., and its sister institution, Southeast Bank of West Florida, and the direct or indirect parent of a number of subsidiary corporations and affiliates, active and inactive, which at various times conducted substantial business throughout the State of Florida and beyond. The businesses of SEBC and its affiliates consisted of banking, real estate investment and development, insurance, mortgage banking, venture capital, and asset investment. At the time of their failure the Banks had total assets of $10.5 billion and total deposits of $7.6 billion. Most of the assets were with SEBNA, which had 218 of the combined 224 branches and all but $100 million of the assets. Together, the two banks had approximately 6,200 employees, operating exclusively in Florida. On September 20, 1991, Southeast Bank filed a voluntary petition under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 91-14561). Southeast Bank, N.A., was seized by federal regulators while Southeast Bank of West Florida was seized by state regulators on September 19, 1991. On September 20, 1991, SEBC's board of directors voted to authorize the filing of a voluntary Chapter 7 petition, and then promptly resigned along with all of SEBC's officers. Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's liquidation proceeding. This bankruptcy case was converted to Chapter 11 on September 17, 2007, almost sixteen years after its initial filing. SPA CHAKRA: U.S. Trustee Appoints 3-Member Creditors Committee -------------------------------------------------------------- Diana G. Adams, the U.S. Trustee for Region 2, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Spa Chakra, Inc. and its debtor- affiliates. The Creditors Committee members are: 1. Avalon Hotel Owner LLC Attn: Stephen Moore, managing director P.O. Box 820035 Portland, OR 97282-1035 Tel: (503) 417-8766 2. Cornelia Fifth Avenue LLC Attn: Richard Aidelman, Esq. 954 Lexington Avenue, Suite 137 New York, NY 10021 Tel: (212) 861-4235 3. June Jacobs Laboratories LLC Attn: Steven M. LaColla, chief financial officer 460 Park Avenue New York, NY 10022 Tel: (212) 581-5800 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SPA CHAKRA: Hercules Tech. DIP Financing Hearing on January 14 --------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York, in a second interim order, authorized Spa Chakra, Inc., and its debtor affiliates to: -- obtain postpetition financing in the form of a secured loan up to $200,000, on the interim basis, and $800,000, on the final basis, from Hercules Technology II, L.P.; -- use cash collateral; and -- grant security interests, superpriority claims, and adequate protection to the lender. A final hearing will be held on January 14, 2010, at 10:00 a.m. (New York City Time). Objections, if any, are due at 4:00 p.m. (New York City Time) on January 11, 2010. Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SPA CHAKRA: Wants Affiliates' Liquidation Case Converted to Ch. 11 ------------------------------------------------------------------ Spa Chakra, Inc., and its debtor--affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to convert Spa Chakra Fifth Avenue, LLC's Chapter 7 case to one under Chapter 11. The Debtors relate that the conversion would enable Spa Chakra Fifth Avenue to remain in possession of its assets and estate, continue operating its business, and participate in the proposed sale of assets that is contemplated by its parent company and affiliates. Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SPA CHAKRA: Meeting of Creditors Scheduled for January 22 --------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of creditors in Spa Chakra, Inc., and its debtor-affiliates' Chapter 11 cases on January 22, 2009, at 2:30 p.m. The meeting will be held at the Office of the U.S. Trustee, 80 Broad Street, Fourth Floor, New York City. This is the first meeting of creditors required under Section 341(a) of the 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. Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SPA CHAKRA: Wants Morrison Cohen to Represent in Bankruptcy Cases ----------------------------------------------------------------- Spa Chakra, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Morrison Cohen LLP as counsel. MC will, among other things: a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management of their businesses and properties; b) represent the Debtors in connection with the proposed sale of their assets under the Bankruptcy Code; and c) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11. Joseph T. Moldovan, a member of MC, tells the Court that MC received a $250,000 retainer for the professional services to be rendered and expenses. After application of prepetition fees, charges, and disbursements incurred, approximately $0 - $112,000 remains as a retainer which will be available to be applied to post-petition services. The precise amount of the retainer will be determined upon the final recording of time and expenses. Mr. Moldovan assures the Court that MC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Moldovan can be reached at: Morrison Cohen LLP 909 Third Avenue New York, NY 10022 Tel: (212) 735-8600 Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SPA CHAKRA: Files Schedules of Assets and Liabilities ----------------------------------------------------- Spa Chakra, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $5,362,734 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,764,081 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $2,405,813 ----------- ----------- TOTAL $5,362,734 $16,169,894 About Spa Chakra Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SUNDOWN HILLS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Sundown Hills LLC 4445 Britt Road Tucker, GA 30084 Bankruptcy Case No.: 10-60431 Chapter 11 Petition Date: January 5, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Stacey G. Jernigan Debtor's Counsel: Dorna Jenkins Taylor, Esq. Taylor & Associates, LLC, Suite 500 1401 Peachtree Street Atlanta, GA 30309 Tel: (404) 870-3560 Fax: (404) 745-0136 Email: dorna.taylor@taylorattorneys.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Julius W. Erving, the company's member. SUNRISE SENIOR: Maturity of SCA Loan Extended, Covenants Relaxed ---------------------------------------------------------------- Sunrise Connecticut Avenue Assisted Living L.L.C., a subsidiary of Sunrise Senior Living, Inc., which owns and operates Sunrise's Connecticut Avenue property, on December 22, 2009, entered into amendments and settlement agreements with respect to (i) two Loan Agreements, dated as of August 28, 2007, by and among SCA and Chevy Chase Bank, a division of Capital One, N.A., as agent for the lenders party thereto, and (ii) certain notes executed in connection with the entry into the Loan Agreements. The Amendments are dated and effective as of December 2, 2009. The Amendments and Settlement Agreements, among other matters, (i) extended the maturity date of the Loan Documents to December 2, 2010, (ii) provided for a $5 million principal payment on the $29.5 million of outstanding borrowings under one of the Loan Agreements, (iii) suspended the application of certain operating and financial covenants, (iv) amended certain operating and financial covenants, and (v) provided for certain additional reporting requirements. Additionally, the Amendments and Settlement Agreements decreased the interest rate applicable to Loan A to one-month LIBOR plus 4.50% per annum and that applicable to the second of the Loan Agreements to one-month LIBOR plus 5.00% per annum. Pursuant to the Amendments and Settlement Agreements, SCA paid Chevy Chase, for the benefit of the lenders, a $75,000 one-time amendment fee. SCA's obligations under the Loan Documents are secured by a mortgage on the real property owned by SCA and located in Washington, DC and are guaranteed by Sunrise. About Sunrise Senior McLean, Virginia-based Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- employs 40,000 people. As of November 9, 2009, Sunrise operated 403 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of approximately 41,500 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. At Sept. 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. SUPERIOR NATIONAL: Court Affirms $450M Award in Reinsurance Spat ---------------------------------------------------------------- A federal appeals court has affirmed a $450 million arbitration award in favor of Superior National Insurance Co. in a dispute with U.S. Life Insurance Co. over reinsurance coverage for workers' compensation insurance policies, according to Law360. The Superior National Insurance Group, Inc., consists of five companies. Four of the companies -- California Compensation Insurance Co., Combined Benefits Insurance Co., Superior National Insurance Co., and Superior Pacific Casualty Co. Son March 3, 2000, California Department of Insurance seized the assets and operations of Superior's insurance subsidiaries. The California Department of Insurance appeared before the Los Angeles and Sacramento superior courts on March 6, 2000, seeking conservation orders for Superior National Insurance Group to allow the commissioner to use department staff to conduct the business of the conserved company as he sees appropriate. The California Courts entered conservation orders on March 7, 2000. Superior National Insurance Group, Inc., and non-insurer affiliates Business Insurance Group, Inc., SN Insurance Services, Inc., and SN Insurance Administrators, Inc., filed chapter 11 petitions on April 26, 2000. Prior to its bankruptcy and the conservation of its insurance company units, Superior National Insurance Group had been the ninth largest workers' compensation insurance group in the nation and the largest private sector underwriter of workers' compensation insurance in California. SYMBIO SOLUTIONS: Files for Bankruptcy, Owes $24MM to Sun Capital ----------------------------------------------------------------- Symbio Solutions Inc. filed for Chapter 11 bankruptcy protection in Dallas on Jan. 4 (Bankr. N.D. Tex. Case No. 10-20131). Symbio Solutions is a workforce-scheduling management company specializing in health care. According to Carla Main at Bloomberg, Symbio filed with the court a list of its largest creditors, which included a secured claim of $24.8 million owed to Sun Capital Inc. Unsecured creditors include a claim of $1.2 million owed to AMN Healthcare, as well as claims exceeding $300,000 owed to providers of health-care staffers including Supplemental Healthcare, TruStaff, Nightingale Nurses, MSN Medical Staffing Network and Maxim Healthcare Services, according to a court filing. The Petition says that assets are between $1 million and $10 million and debts estimated to be between $10 million and $50 million. A meeting of creditors is scheduled for Feb. 2 at the courthouse in Dallas. The deadline for filing proofs of claim is May 3, according to court records. SYMBIO SOLUTIONS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Symbio Solutions, Inc. The Republic Center 325 North St. Paul, Suite 4000 Dallas, TX 75201 Bankruptcy Case No.: 10-30134 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Joseph F. Postnikoff, Esq. Goodrich Postnikoff & Albertson, LLP 777 Main St., Suite 1360 Ft. Worth, TX 76102 Tel: (817) 347-5261 Fax: (817)335-9411 Email: jpostnikoff@gpalaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Ronald J. Caddell, CFO, Treasuer & Asst. Secretary of the company. TAVERN ON THE GREEN: Expects to Generate $8 Million at Auction -------------------------------------------------------------- Elissa Elan at Nation's Restaurant News says Tavern on the Green will sell off its decor including its Waterford crystal chandeliers and Tiffany lamps in an auction later this month. The auction is expected to generate about $8 million, which will be paid to the company's debt. Tavern on the Green LP is the operator of the 75-year-old restaurant in New York's Central Park. Tavern on the Green, the second-highest grossing restaurant in the U.S. last year, was founded in 1934 by New York Parks Commissioner Robert Moses and the license was bought by restaurateur Warner LeRoy in 1974. The Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15450). It listed assets and debts of as much as $50 million each. TAVERN ON THE GREEN: Patent Office Rejects Backup Patent -------------------------------------------------------- An article by Glenn Collins posted at The New York Times' Diner's Journal section says the United States Patent and Trademark Office has rebuffed New York City in its attempt to register the name "Tavern in the Park" as a backup designation for Tavern on the Green. According to the article, an examining attorney for the Patent and Trademark Office held in a four-page finding issued December, that the name "Tavern in the Park" "merely describes a feature or characteristic of the applicant's services, in that they take place in a tavern-style restaurant in a park," adding that the name "Tavern in the Park" only "describes a restaurant located in Central Park," without identifying the full scope of the restaurant and bar services being provided. According to the article, Norman N. Kinel, counsel to the Official Committee of Unsecured Creditors in Tavern's case, said the Patent and Trademark Office's decision halted the city's "efforts to do an end run around the fact that the name they want to use is a registered trademark belonging to Tavern on the Green until, and unless, a court decides otherwise." Mr. Kinel said that with Tavern in the Park, the city -- the restaurant's landlord -- "intentionally chose a name that was as close to the actual name as possible in what is an effort to confuse the public." The article relates that Gerald E. Singleton, senior intellectual property lawyer for the New York City Law Department, countered that the finding "was not a blow to the city at all." Mr. Singleton said, "They could have said that Warner LeRoy's trademark registration of Tavern on the Green was a bar to using the name Tavern on the Park. But they didn't say that the city can't use the Tavern in the Park name." Mr. Singleton, the article relates, said that the alternative name was not an end-run, because in proposing the Tavern in the Park name the city was trying to remove the leverage the LeRoy family "was trying to assert to force the city to be a bidder for the Tavern on the Green name. And under no circumstances will the city be a bidder on a name which it believes it owns." In 1976, the late Warner LeRoy was granted a license by the city to operate Tavern on the Green, and he subsequently trademarked the name in 1981. In 2009, the city attempted to trademark Tavern in the Park as a stand-in name, since a federal judge is expected to rule soon on whether the city or the LeRoy family owns the right to use the Tavern on the Green name. The city has argued it had the right to the trademark since the name was given to the restaurant in 1934. According to the article, the LeRoy family has riposted with the paperwork for its original trademark filing, in addition to proof that the family has defended the trademark through the years, expending legal fees to challenge other restaurants that tried to use the name. According to the article, Mr. Singleton said the city proposed the Tavern in the Park name "as a stopgap measure -- to have a name in place in the event there was no decision on the Tavern on the Green trademark issue by the time the restaurant reopens." The city has given the 20-year operating license for Tavern, starting this year, to Dean J. Poll, operator of the Boathouse restaurant in Central Park. According to the article, a representative of the LeRoys said that the Patent and Trademark Office decision could potentially affect the court dispute over the ownership of the Tavern on the Green trademark. "I think the federal report is very, very telling," said Michael Desiderio, chief operating officer of the bankrupt Tavern on the Green corporation. He added: "The fact that the government says that Tavern in the Park is just a generic name strengthens the LeRoys' argument in court on the trademark-ownership issue. It says that the LeRoys' operations at Tavern on the Green provided specific goods and services that were unique and important -- that went beyond the description in the name." The New York Times article notes that trademarks can be lucrative bankruptcy assets. In 2009, the trademark and brand of the bankrupt Circuit City electronics chain sold for $17.5 million, and the trademark and logo of the bankrupt KB Toys chain fetched $2.1 million at auction. But the value of the Tavern on the Green name outside Central Park has not been established, the article says. "And just possibly, the Patent and Trademark Office averted other law suits. There is, after all, a Tavern in the Park in Houston and one in Winnipeg, Canada. Not to mention another: the Tavern at the Park in Chicago. Oh, and yes: in Massachusetts, in both Cambridge and Salem, there is a Tavern in the Square," the article says. About Tavern on the Green Tavern on the Green LP is the operator of the 75-year-old restaurant in New York's Central Park. Tavern on the Green, the second-highest grossing restaurant in the U.S. last year, was founded in 1934 by New York Parks Commissioner Robert Moses and the license was bought by restaurateur Warner LeRoy in 1974. The Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15450). It listed assets and debts of as much as $50 million each. TOUSA INC: Judge OKs Starwood-Led Auction for Florida Assets ------------------------------------------------------------ Debtors TOUSA Homes, Inc., and TOUSA Homes Florida, L.P., seek to enter into an agreement with Starwood Land Ventures, L.L.C., for the sale of substantially all of the Debtors' assets in the Florida region, subject to higher and better bids. Bankruptcy Judge John Olson approved the bidding procedures governing the proposed sale of all of the assets of Debtors TOUSA Homes Inc. and TOUSA Homes, L.P in the Florida region. Any Qualified Bidder must submit a bid for the Property by January 15, 2010. An auction, if necessary, will be held on January 22, 2010. Judge Olson also approved the Debtor Sellers' payment of a break- up fee to Starwood Land Ventures, L.L.C. pursuant to an Agreement of Purchase and Sale in the event an alternative sale agreement is ultimately consummated by the Debtors. The Break-Up Fee obligation of the Debtor Sellers will be payable solely from the proceeds from a Competing Transaction; provided, however, that if the closing a of Competing Transaction does not yield cash proceeds sufficient to pay the Break-Up Fee to Starwood, Starwood reserves its right to seek payment of the Break-Up Fee as an administrative expense of the Debtor Sellers' estates under Sections 503(b) and 507(a) of the Bankruptcy Code, and the objection of the United States Trustee for Region 21 to any request is expressly reserved, Judge Olson clarified. A hearing to consider the sale will be held on January 29, 2010. Objections, if any, to the Sale, including objection to proposed cure amounts, are due January 24. Judge Olson also approved the proposed notice and procedures with respect to the Debtor Sellers' assumption and assignment to Starwood of related contracts under the Sale Agreement. By December 23, 2009, the Debtor Sellers will have served a Contract Notice to counterparties to the Contracts, the Official Committee of Unsecured Creditors and the U.S. Trustee. The Contract Notice will contain, among others, (i) the name of the counterparty to the Contract, (ii) any applicable cure amounts, (iii) the identity of the proposed assignee, and (iv) the deadline by which any Contract counterparty must object. Any counterparty to a Contract who does not file an objection to the assumption and assignment of the Contract will be deemed to have consented to that assumption and assignment and that Cure Amount. Objections Overruled All objections to the Bidding Procedures Order that have not been withdrawn, waived, resolved or settled, and all reservations of rights are overruled in all respects on the merits, Judge Olson held. Judge Olson further noted that the U.S. Trustee's Objection was resolved during the hearing of the Sale Motion. Prior to entry of the Bidding Procedures Order, the U.S. Trustee and Reflection Lakes at Naples Master Association, Inc., and Reflection Isles Homeowners Association, Inc., objected to the Sale Motion. Donald F. Walton, the U.S. Trustee for Region 21, said that he does not object to the provision of a reasonable fee to compensate the initial bidder for its costs. He, however, argued that based on the size of the Break-Up Fee, Expense Reimbursement and Overbid protection, the fees in this context will only deter other truly interested parties from bidding on the Debtors' assets. The U.S. Trustee also pointed out that requiring an initial competing bid to be 5.2% higher than the proposed offer is a great hurdle for any interested buyer to overcome to obtain the assets and may have a chilling effect upon other potential bidders. The U.S. Trustee further noted that the Bidding Procedures do not address back up bidders and whether the stalking horse can remain a back up bidder and at what terms. Similarly, the Debtors need to clarify what happens to the alleged administrative claim for the break up fee if the successful bidder fails to close and the stalking horse is the back up bidder and ultimately closes, the U.S. Trustee said. Accordingly, the U.S. Trustee sought clarification regarding the assumed liabilities to properly determine if the Sale is in the best interests of the Debtors' estates. The U.S. Trustee further asked the Court to order that any deposit that accompanies a Qualified Bid should be reduced by $2 million. If contracts are to be assumed and assigned and the counterparty is a government or regulatory agency, the U.S. Trustee urged the Court to rule that the Buyer must satisfy the applicable agency requirements and that the deadline to object to the assumption proposed in the Sale Motion should not usurp any agency protocols. To the extent the proposed sale includes the type of information covered under Section 332 of the Bankruptcy Code, the Debtors should be required to comply with the requirements of Section 332 and Local Rule 6004-1(B)(6), the U.S. Trustee added. On the other hand, Reflection Isles HOA and Reflection Lakes complained that the Sale Motion and accompanying exhibits provided inconsistent information regarding the treatment of their claims and liens. The Reflection Entities asserted that they hold liens against certain real properties of the Debtors. Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida, contended that while the Sale Agreement provides that the Debtor will pay Reflection Isles HOA assessments, the Sale Motion only refers to a sale free and clear of all lien rights. The Sale Motion also did not indicate how or when the Debtors or the purchasers intend to satisfy the Liens or make clear that the lien obligations are continuing and run with the land, he said. Thus, the Reflection Entities sought clarification with respect to treatment of their claims and liens. Representing the Debtors, Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, informed the Court that the Debtors received five objections to the Sale Motion, four of which relate to the proposed sale, which will be considered at a later date. The Debtors nevertheless asserted that they have resolved each of the four objections through the incorporation of additional language in the Agreement or through direct responses to the objectors' request. As to the U.S. Trustee's objection, the Debtors maintained that the Bid Protections are warranted under the current circumstances. Mr. Singerman explained that the Bid Protections were highly negotiated and designed as a material inducement for, and condition of, Starwood's entry into the Agreement. He stressed that Starwood has expended significant efforts in producing the highest and best bid that the Debtors have received for their Florida Region assets -- dedicating up to 20 Starwood personnel to diligence and prepare its offer. Moreover, Mr. Singerman pointed out that the Bidding Procedures addressed back-up bidders and the issue on whether Starwood would remain as a back-up bidder. Similarly, he noted that a deposit that equals 10% of a Qualified Bid was a specifically bargained for term in the Bidding Procedures. The Debtors maintained that they will address the U.S. Trustee's concern with respect to contracts with regulatory agency and ensure that any applicable governmental deadlines are not usurped by the Bidding Procedures. The Debtors added that they do not believe that the type of information under Section 332 will be provided to Starwood, but will nonetheless address this concern. In a supporting declaration, Tommy McAden, executive vice president and chief financial officer of TOUSA, Inc., confirmed that the Bid Protections were heavily negotiated and designed to compensate Starwood for the time, effort and risk of being the stalking horse bidder. He also disclosed that the Debtors' major creditor constituencies support the Agreement, including the Bid Protections. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TOUSA INC: Panel Wants to Pursue Claims Against Falcone, et al. --------------------------------------------------------------- The Official Committee of Unsecured Creditors seeks authority from the United States Bankruptcy Court for the Southern District of Florida to pursue claims on behalf of TOUSA Inc. and its debtor affiliates' estates against: (a) Falcone/TEP Holdings, LLC, TEP Holdings, Inc. formerly known as Transeastern Properties, Inc., Arthur J. and Edward W. Falcone and 69 other entities who were parties to a "TOUSA/Falcone Settlement;" and (b) Kendall Land Development, LLC and its founder Jose Boschetti and Martin Caparros, Jr; Boschetti Capital Partners, LLC; Prestige Builders Capital Investments, LLC; Sylvia Boschetti; Patricia Caparros, who were parties to a "TOUSA/Kendall Settlement." A list of the parties to the TOUSA/Falcone Settlement is available for free at: http://bankrupt.com/misc/Tousa_AddlFalconeEntities.pdf The Committee specifically intends to file a complaint against the Falcone Entities and Kendall Entities to avoid and recover more than $60 million, which certain of the Falcone Entities and Kendall Entities receive in the midst of crashing credit and housing market crisis in July 2007, as part of a global settlement of litigation that arose out of a disastrous business venture between certain of the Debtors and the Falcone Entities and Kendall Entities. The Committee also seeks to avoid, on behalf of the Debtors' estates, certain releases and pledges of indemnification, and other rights and obligations to benefit the Falcone Entities and the Kendall Entities as part of the same global settlement. A draft of the Committee's proposed complaint against the Falcone Entities and Kendall Entities is available for free at: http://bankrupt.com/misc/Tousa_FalconeComplaint.pdf Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, relates that in March 2005, Debtor TOUSA Homes LP and Falcone/Ritchie, an entity controlled by the Falcones-formed TE/TOUSA and several subsidiaries, including EH/Transeastern LLC, to acquire substantially all of the homebuilding assets of Transeastern Properties, Inc. The TE/TOUSA entity became known as the "Transeastern Joint Venture." To fund the Transeastern Acquisition, the Transeastern JV Subsidiaries entered into three credit agreements totaling $675 million, which were supported by guaranties executed by TOUSA, Inc. and TOUSA Homes. Moreover, to effectuate the Transeastern Acquisition, TOUSA provided a $20 million subordinated bridge loan and TOUSA and the Falcone Entities contributed $165 million of equity. However, the Transeastern JV quickly floundered and by November 2006, certain lenders sued TOUSA and TOUSA Homes on account of the Transeastern Debt, Mr. Golden states. Also in November 2006, certain of the Falcone Entities provided notice that the Transeastern JV was in default of certain option agreements with the Falcone Entities due to the failure of the Transeastern JV to remit tens of millions of dollars in payments contractually owed to the Falcone Entities. In light of the various lawsuits and defaults, the Debtors consummated a multi-tiered "global settlement" among numerous parties, including TOUSA Inc, TOUSA Homes LP, the Falcone Entities and the Transeastern Lenders. As part of the Transeastern Settlement, TOUSA Inc, TOUSA Homes, TOUSA LLC, TOI LLC, the Transeastern JV, and the Falcone Entities entered into a Settlement and Release Agreement on May 30, 2007, whereby certain of the Falcone Entities received over $50 million in exchange for a portion of their assets, and additional payments to cover certain costs related to the Transeastern JV. Pursuant to the Release and Obligation Transfers, the Falcone Entities were also released and indemnified from any further obligations or liabilities arising out of the Transeastern JV, including their guaranty obligations to the Transeastern Lenders; and were promised that the TOUSA Entities would continue paying certain costs in connection with winding down projects post- settlement. In addition, pursuant to the Transeastern Settlement, the TOUSA Entities entered into a settlement and release agreement on June 29, 2007, with the Kendall Entities. The TOUSA/Kendall Settlement (i) terminated option and construction agreements between the Transeastern JV and the Kendall Entities, (ii) settled claims that arose out of the Transeastern JV's real estate project known as "Kendall Commons," and (iii) provided that the Kendall Entities be paid millions of dollars and receive "non-cash" transfers in the form of releases and other obligations by the TOUSA Entities. The funding for the Cash Transfers to the Falcone Defendants was made possible, however, only because TOUSA Inc. and TOUSA Homes forced certain of their direct and indirect subsidiaries to become co-borrowers and guarantors under secured credit facilities with the New Lenders, Mr. Golden points out. "However, the Conveying TOUSA Subsidiaries did not benefit from the acquisition of the Transeastern JV assets from certain of the Falcone Entities, nor did they benefit from any other consideration that was transferred in connection with the JV Settlements," he contends. "Thus, the Debtors did not receive reasonably equivalent value for the transfers to the Defendants in connection with the JV Settlements." "At the time of the Fraudulent Transfers, the Debtors, both individually and on a consolidated basis, were (i) either insolvent or rendered insolvent, (ii) left with unreasonably small capital, or (iii) unable to pay their debts as they were to come due," Mr. Golden further argues. Against this backdrop, Mr. Golden discloses that the Committee sent a letter to the Debtors in April 2008, expressing its belief that the Debtors' estates hold viable claims against the Falcone Entities to, among others, avoid and recover for the benefit of the Debtors' estates. The Committee also formally requested that the Debtors consent to the Committee commencing and prosecuting the claims against the Falcone Entities on behalf of these Chapter 11 cases. While the Debtors responded in a letter dated April 9, 2008, that they would consider the Committee's demand, the Debtors have not formally consented to the Committee's standing to pursue the Claims on behalf of the Debtors' estates, Mr. Golden tells the Court. Mr. Golden further insists that the Claims are colorable. Pursuant to final judgment entered in the fraudulent conveyance adversary proceeding against Citicorp North America, Inc. and the Senior Transeastern Lenders, the Court has already determined that the global settlement was disastrous to the Debtors, both in terms of its effect on the financial condition of the Debtors and the consideration provided in exchange, he maintains. More importantly, the Committee is the appropriate party to prosecute the Claims because its very purpose is to defend the interest of the estates and to ensure that the assets of the estates are maximized, Mr. Golden asserts. The Committee believes the potential recovery from the Claims represents a substantial pool of assets that may be used to satisfy the Debtors' estates liabilities to unsecured creditors. Moreover, the Committee expects that the cost and expense of litigating the Fraudulent Transfer Claims against the Falcone Entities and the Kendall Entities will be significantly mitigated by the work-product already completed in the previous fraudulent conveyance trial. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TOUSA INC: Proposes Sale of Colorado Assets to NexGen Lot --------------------------------------------------------- Tousa Inc. and its units ask the Court to authorize their entry into a Real Estate Purchase and Sale Agreement with NexGen Lot Holdings, L.L.C., contemplating a sale of certain of TOUSA Homes' assets in its Colorado Region for $739,800, subject to higher bids. Typically, a sale of the Debtors' property for less than $1 million would be accomplished via notice to certain parties-in- interest pursuant to a Non-Core Asset Sales Order dated March 3, 2008. In their current request, however, the Debtors' "Borrowing Base" value of $1,605,449 attributed to the Property exceeds to the proposed cash purchase price. Thus, the Debtors filed a formal motion with the Court for permission to enter into the NexGen Lot Agreement. The Debtors historically conducted homebuilding operations in various metropolitan markets located throughout Colorado. Within the Colorado Region, TOUSA Homes developed, among other properties, Castlewood Ranch community located in Castle Rock, Colorado, Riverdale Park subdivision located in Thornton, Colorado, the Jasper Street condominiums located in Commerce City, Colorado, and Fox Meadow community located in Longmont, Colorado. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, relates that TOUSA Homes owns 244 lots in the Communities. Consistent with their revised business plan and to sell their remaining interests in the Communities and in the overall Colorado Region, the Debtors began marketing the Colorado unsold lots as independent communities in April 2009. To that end, four offers were received by TOUSA Homes. Upon analysis, TOUSA Homes determined that NexGen presented the highest and best offer for two reasons: (1) NexGen's offer contemplated a purchase price of $739,800, which was significantly higher than each of the other offers received; and (2) NexGen's offer would facilitate a sale of all of TOUSA Homes' remaining real estate interests in the Communities and thus, would ensure immediate and definite finality with respect to TOUSA Homes' interests in the Communities, as opposed to piecemeal or protracted sales of individual lots in each of the Communities over an extend period of time. Accordingly, TOUSA Homes and NexGen entered into the Agreement, the salient terms of which are: * NexGen will pay $739,800 for the 244 Colorado Unsold Lots, together with all improvements and fixtures and all related rights and appurtenances related to the Property. In additional, with respect to Jasper Street, NexGen will acquire TOUSA Homes' rights with respect to 18 completed garage spaces. With respect to Riverdale Park, NexGen may confirm during the due diligence process that the right to use 24 garage units is allocated by the Covenants, Conditions and Restrictions for Riverdale Park to use by the owners of the lots within that community. A list of Lots subject to the proposed Sale is available for free at: http://bankrupt.com/misc/Tousa_SoldLots.pdf * TOUSA Homes will assume and assign to NexGen any contracts and agreements resulting in rights and obligations with respect to the development of the Property and the construction and sale of homes, including an agreement regarding the payments of marketing fees for a third party with respect to Castlewood Ranch. In addition, TOUSA Homes will assume and assign, to the extent possible, all of its rights in and to the construction plans. TOUSA Homes will also assume and assign all rights and responsibilities as declarant of all owners' associations for which TOUSA Homes is the declarant and which affect the Property. The Debtors believe that there are no cure amounts associated with the assumption of the Assigned Contracts. Moreover, the Debtors will provide notice of the Sale Motion to each of the counterparties to the Assigned Contracts. * The Agreement is expressly subject to the Court's entry of an order approving the Agreement. The Closing is scheduled to take place on the 15th day after the expiration of an Inspection Period, which is a 45-day period beginning on November 16, 2009. The ale of the Property pursuant to the Agreement will allow TOUSA Homes to sell its remaining unsold lots in the Communities for the highest and best possible price, Mr. Singerman maintains. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRANSAX INTERNATIONAL: Gets Delisting Notice from FINRA ------------------------------------------------------- Transax International Limited received notice from the Financial Industry Regulatory Authority that its common stock may be removed from trading on the Over the Counter Bulletin Board as early as opening of trade on Dec. 3, 2009, pursuant to FINRA Rule 6350(e). The company was delinquent in its third quarter 2009 financials which was due Nov. 23, 2009. Though it filed the requirement with SEC the next day, it remains subject to FINRA Rule 6530. Accordingly, the Company's securities will be removed from the OTCBB as of Dec. 3, 2009. The Company's stock will continue to be traded on the Over the Counter Pink Sheet Market and the Company's ticker symbol will have the appended "E" removed. The Company intends to remain fully reporting in accordance with the requirements of the United States Securities & Exchange Commission. Going Concern Since inception, the Company has incurred cumulative net losses of $16,350,071, and has a stockholders' deficit of $6,298,104 and a working capital deficit of $6,837,573 at September 30, 2009. Since inception, the Company has funded operations through short- term borrowings and the proceeds from equity sales to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to increase revenues and reduce expenses. Management believes that sufficient funding will be available from additional related party borrowings and private placements to meet its business objectives, including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its software products and distribution networks. Further, since fiscal 2000, the Company has been deficient in the payment of Brazilian payroll taxes and Social Security taxes. At September 30, 2009 and December 31, 2008, the deficiencies (including interest and penalties) amounted to $2,588,000 and $1,180,000, respectively. This payroll liability is included as part of the accounts payable and accrued expenses (short-term and long-term) within the consolidated balance sheets. On March 26, 2008, the Company executed a stock purchase and option agreement with Engetech, Inc., a Turks & Caicos corporation controlled and owned 20% by Americo de Castro, director and President of Medlink Conectividade, and 80% by Flavio Gonzalez Duarte or assignees. In accordance with the terms and provisions of the Agreement, the Company sold to the Buyer 45% of the total issued and outstanding stock of its wholly owned subsidiary, Transax Limited, which owns 100% of the total issued and outstanding shares of (i) Medlink Conectividade, and (ii) Medlink Technologies, Inc., a Mauritius corporation. The Buyer had an option to acquire the remaining 55%. However, the Buyer has defaulted on payments and the Company is renegotiating with the Buyer and its assignee to restructure the contract. At September 30, 2009, the Company cannot determine the outcome of these negotiations. If the negotiations are successful, the Company may sell the remaining 55% of its operating subsidiary, at which point the Company will have no continuing operations. As a result, there exists substantial doubt about the Company's ability to continue as a going concern. About Transax International Transax International Limited, primarily through its 55% owned subsidiary, Medlink Conectividade em Saude Ltda, is an international provider of information network solutions specifically designed for healthcare providers and health insurance companies. The Company's MedLink Solution enables the real time automation of routine patient eligibility, verification, authorizations, claims processing and payment functions. The Company has offices located in Plantation, Florida and Rio de Janeiro, Brazil. The Company currently trades on the OTC Bulletin Board under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges under the symbol "TX6". At September 30, 2009, the Company had $1,675,224 in total assets against $7,973,328 in total liabilities, resulting in $6,298,104 stockholders' deficit. TRONOX INC: Panel Adds 59 Defendants to Legacy Liability Suit ------------------------------------------------------------- The Official Committee of Unsecured Creditors in Tronox Inc.'s cases, on behalf of the estates of the Debtors, amended its complaint to add 59 defendants to the adversary proceeding filed by Debtors Tronox LLC, and Tronox Worldwide LLC against Anadarko Petroleum Corporation and New Kerr-McGee Corporation. The 59 new defendants are: (1) ABN AMRO Bank, N.V. (2) AIB Debt Management Ltd. (3) Allied Irish Banks (4) Baker Street CLO II Ltd. (5) Baker Street Funding CLO 2005-1 Ltd. (6) The Bank of Nova Scotia (7) Black Diamond CLO 2005-1 Ltd. (8) Black Diamond CLO 2005-2 Ltd. (9) Celerity CLO Limited (10) Citibank, N.A (11) Citicorp USA, Inc. (12) Commerzbank AG (13) Credit Suisse, Cayman Islands Branch (14) Darien Loan Funding Company (15) DK Acquisition Partners, L.P. (16) Farallon Capital Institutional Partners, L.P. (17) Farallon Capital Institutional Partners II, L.P. (18) Farallon Capital Institutional Partners III, L.P. (19) Farallon Capital Offshore Investors, Inc. (20) Farallon Capital Offshore Investors II, L.P. (21) Farallon Capital Partners, L.P. (22) First 2004-II CLO, Ltd. (23) First 2004-1 CLO, Ltd. (24) Fortis Capital Corp. (25) GMAM Group Pension Trust I (26) Grand Central Asset Trust, Wave Series (27) Highbridge International LLC (28) J.P. Morgan Securities, Inc. (29) JP Morgan Chase Bank N.A. (30) Kelts LLC (31) Knighthead Master Fund, L.P. (32) Lehman Brothers Inc. (33) Lehman Commercial Paper, Inc. (34) Oak Hill Credit Partners II, Limited (35) Oak Hill Credit Partners III, Ltd. (36) Oak Hill Credit Partners IV, Ltd. (37) Oak Hill Credit Partners V, Ltd. (38) OHA Park Avenue CLO I, Ltd. (39) Park Avenue Loan Trust (40) Redwood SPC (41) The Royal Bank of Scotland, plc (42) Scotiabanc Inc. (43) SMBC MVI SPC (44) Societe Generale, S.A. (45) Stone Tower CLO V Ltd. (46) Stone Tower Credit Funding I Ltd. (47) SunTrust Banks, Inc. (48) UBS AG, Stamford Branch (49) United Overseas Bank (50) Wave CBNA Loan Funding, LLC (51) Calyon Credit Agricole CIB aka Calyon (52) Calyon Credit Agricole CIB aka Calyon New York Branch (53) Calyon Securities (USA) Inc. (54) Eagle Loan Trust (55) Loan Funding I LLC (56) Mac Capital, Ltd. (57) Stanfield Azure CLO, Ltd. (58) Stanfield Bristol CLO, Ltd. (59) XL RE Ltd. The Debtors' parent, Old Kerr-McGee, created massive actual and contingent environmental, tort, retiree, and other liabilities during its more than 70-year history. The Creditors' Committee alleges that those 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 them down with additional debt, including the secured debt that is the subject of the adversary proceeding, thereby setting the Debtors on a path to an inevitable bankruptcy, the Creditors' Committee asserts. In connection with the Old Kerr-McGee's spin-off of the Debtors, on November 28, 2005, the Debtors entered into a secured debt facility as memorialized in a credit agreement with Lehman Brothers Inc. and Credit Suisse as Arrangers and Bookrunners, ABN Amro Bank N.V. as Syndication Agent, JPMorgan Chase Bank, N.A. and Citicorp USA, Inc. as Co-Documentation Agents and Lehman Commercial Paper, Inc. as Administrative Agent Pursuant to the Secured Debt Facility, Tronox Worldwide nominally borrowed $200 million from the Lenders, and, as part of the Spin- Off, those funds were transferred to New Kerr-McGee. The transfer of the Loan Proceeds was disclosed to each of the Prepetition Lenders that funded the Secured Debt Facility. The transfer was also disclosed in public filings by Tronox Inc. with the U.S. Securities Exchange Commission and elsewhere. The Committee's counsel, David J. Mark, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, argues that, through its two-step fraudulent scheme, New Kerr-McGee caused the Tronox Entities to incur the Obligations and grant the Security Interests to the Prepetition Lenders pursuant to the Secured Debt Facility by which the Tronox Entities incurred $200 million in secured debt that was up-streamed by the Debtors to New Kerr McGee. At the time the Obligations were incurred and the Security Interests were granted New Kerr-McGee was the parent of the Tronox Entities, Mr. Mark notes. According to the Creditors' Committee, the Tronox Entities incurred the Obligations and granted the Security Interests with the actual intent to hinder, delay, or defraud the creditors or future creditors of the Tronox Entities. The Creditors' Committee asserts that the Prepetition Lenders are transferees of transfers avoidable under Section 544 or 548 of the Bankruptcy Code. On information and belief, the Tronox Entities made $129,500,000 transfers from December 31, 2005 through December 8, 2008, to Lehman Commercial Paper, Inc., or to Credit Suisse, in their capacity as administrative agents for the benefit of the Prepetition Lenders on account of the Obligations. In addition, the Tronox Entities made additional Transfers to the Prepetition Lenders on account of various fees and expenses. Mr. Mark says the Tronox Entities did not receive reasonably equivalent value from the Prepetition Lenders in exchange for the Transfers, Obligations and Security Interests. He avers that the Tronox Entities made the Transfers, incurred the Obligations, and granted the Security Interests when they were engaged or about to engage in a business or transaction for which their remaining assets were unreasonably small in relation to the business or transaction. The Tronox Entities were also insolvent at the time or became insolvent as a result of the Transfers, Obligations and Security Interests, he notes. Moreover, the Security Interests granted by Tronox to the Administrative Agent against certain federally registered trademarks, patents and copyrights of Tronox have not been recorded in the U.S. Patent and Trademark Office or the U.S. Copyright, Mr. Mark points out. The Security Interests are subject to avoidance by a creditor that extended credit to Tronox and obtained a judicial lien therefore on the Petition Date. Mr. Mark adds that on or within the 90 days before the Petition Date, the Tronox Entities made Preferential Transfers to the administrative agents for the benefit of the Prepetition Lenders on account of the Obligations. According to Mr. Mark, as a result of the Transfers, Obligations and Security Interests, the Tronox Entities and their creditors have been harmed. The Tronox Entities have multiple unsecured creditors as to whom the Transfers, Obligations and Security Interests are voidable under applicable law and who hold an unsecured claim allowable under Section 502 of the Bankruptcy Code, including federal government entities, tort claimants, tax creditors, bond holders, and trade creditors, Mr. Mark says. Accordingly, by the first amended complaint, the Creditors' Committee asks the Court for judgment avoiding all Obligations incurred by the Tronox Entities to the Defendants, all Transfers made by the Tronox Entities to the Defendants and all Security Interests granted by the Tronox Entities to the Defendants. Debtors Take Oral Deposition Tronox Incorporated, Tronox LLC, and Tronox Worldwide LLC, pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure and Rule 7030 of the Federal Rules of Bankruptcy Procedure, have taken an oral deposition of the Rule 30(b)(6) designees of Anadarko Petroleum Corporation and Kerr-McGee Corporation on November 16, 2009. Pursuant to Rule 45(b)(1), Anadarko Petroleum Corporation will serve requests for documents to Mary Mikkelson and Thomas Adams, via their attorney David Kistenbroker. Among the documents Anadarko requested are: (a) All documents exchanged between you and Tronox or counsel for Tronox during the course of the adversary proceeding; (b) All documents and communications concerning the consideration, discussion, analysis, evaluation, or assessment of any actual or potential sale of Kerr-McGee Chemical LLC, Kerr-McGee Chemical Worldwide LLC, or Tronox, or any or all of their operations or assets since January 1998; and (c) All documents and communications concerning any valuations from 1998 to the present concerning Tronox or any and all Liabilities or assets retained by Tronox after the Spinoff. Parties' Letters to Court David J. Zott, P.C., on behalf of the Tronox Entities, wrote a letter to the Court to respond to Anadarko and Kerr-McGee Corporation's citation of a law review article -- Frank R. Kennedy, Reception of the Uniform Fraudulent Transfer Act, 43 S.C.L. Rev. 655 (19920 -- at the November 10, 2009 hearing on Defendants' motion to dismiss. Mr. Zott complained that the defendants did not cite Prof. Kennedy's article in their briefing on the motion to dismiss, and did not raise the article or their related argument until their rebuttal argument. Thus, he told the Court that the Plaintiffs have not had the opportunity in their briefing or at oral argument to address the article or Defendants' belated argument about it. Mr. Zott pointed out that courts have uniformly and unequivocally rejected Prof. Kennedy's suggestion that a state Uniform Fraudulent Transfer Act's statute of limitations can trump well settled federal law that a trustee proceeding under Section 544(b) stands in the shoes of its creditors, and can avail itself of any statute of limitations defense available to any creditor for the benefit of all creditors. Richard A. Rothman, Esq., at Weil, Gotshal & Manges LLP, in New York, argued that the assertion is completely inaccurate. According to Mr. Rothman, not one of the cases cited by Tronox rejected or addressed Professor Kennedy's rationale for why courts should decline to permit a private party asserting a Section 544(a) claim based on a state UFTA from stepping into the shoes of the U.S. Government under circumstances in which the Government has a complete exemption from any statute of limitations based on sovereign immunity. Indeed, Mr. Rothman said, none of the cases cited in Mr. Zott's letter or Tronox's opposition brief for the proposition that a private party may stand in the shoes of the Government so as to be exempt from the statute of limitations even considered Comment 1 to Section 9 of the UFTA, which was the subject of Professor Kennedy's article. Thus, Mr. Rothman averred, Tronox's assertion that the "courts have uniformly and unequivocally rejected Prof. Kennedy's suggestion" is not only plainly wrong, but is emblematic of the disturbing disconnect that has run throughout the briefing and argument on the Motion to Dismiss between Tronox's rhetoric and the reality of what the case law and its complaint actually say. * * * The hearing for the Motion to Dismiss Adversary Complaint and the pre-trial conference with respect to the adversary proceeding has been adjourned to an indefinite date. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Wants Lift Stay to Proceed With Oklahoma Trial ---------------------------------------------------------- Tronox Incorporated and its debtor affiliates sought and obtained from Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York an order modifying the automatic stay, to the extent implicated, to allow the Debtors to proceed to a jury trial determination of the compensation owed to the Debtors in a condemnation proceeding currently pending in the District Court of Oklahoma County, State of Oklahoma, Case No. CJ-2007-10109. The Debtors have sought to proceed to the jury trial phase of the Condemnation Proceeding so that a jury may determine the amount of compensation due to Debtor Tronox Worldwide LLC for the acquisition by the Oklahoma Department of Transportation of a perpetual highway easement over certain of TWL's real property. The ODOT has asserted in the Oklahoma state court that a jury trial determining the monetary award it will pay to TWL should not move forward because of the automatic stay provided by Section 362 of the Bankruptcy Code. The Debtors' counsel, Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in New York, however, disputes the ODOT's assertion and argues that the purpose of the automatic stay is to protect debtors from actions by creditors to exercise control over property of the estate. Because the ODOT is not a creditor of the Debtors and has already acquired the highway easement, the Debtors believe the automatic stay does not apply to the jury trial phase of the Condemnation Proceeding. However, to the extent the automatic stay is implicated by the jury trial phase of the Condemnation Proceeding, the Debtors ask the Bankruptcy Court to modify the automatic stay to permit the jury trial phase of the Condemnation Proceeding to move forward. Doing so will allow the Debtors to collect the monetary award from ODOT for the acquisition of the Easement for the benefit of the Debtors' estates, Mr. Nash says. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Wants RTI Hamilton Suit Dismissed --------------------------------------------- Pursuant to Rule 7012 of the Federal Rule of Bankruptcy Procedure 7012 and Rule 12(b)(6) of the Federal Rule of Civil Procedure, Tronox LLC asks the Court to dismiss RTI Hamilton, Inc.'s adversary complaint for failure to state a claim upon which relief can be granted. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, argues, on behalf of the Debtors, that the Complaint fails to state a claim for breach of a boilerplate representation and warranty that precludes a party from taking or failing to take any action that might "impair, encumber or diminish the other party's full enjoyment of the rights and privileges granted" under the Supply Agreement because RTIH has not alleged that Tronox's purported failure to disclose its true financial condition to RTIH impaired the value of the Supply Agreement. In fact, Mr. Cieri says, the Complaint not only fails to allege that Tronox's financial condition has impeded Tronox's ability to perform under the Supply Agreement, it concedes that RTIH has obstructed the parties' performance through its decision to delay construction of the manufacturing facility. RTIH's claim for breach of the duty of good faith and fair dealing fails as a matter of law because it is based on Tronox's alleged failure to disclose its financial condition while negotiating the Supply Agreement, Mr. Cieri further complains. Mississippi law, which governs the Supply Agreement, only recognizes the claim in the performance of the contract, he says. Moreover, Mr. Cieri adds, the Complaint fails to state claims for rescission on the ground that the parties were mistaken as to Tronox's financial condition because, among other things, Tronox's financial condition is not material to, or even referenced or warranted in, the contracts at issue. Accordingly, the Complaint should be dismissed in its entirety. RTIH Responds Christopher P. Schueller, Esq., at Buchanan Ingersoll & Rooney, Esq., at New York, asserts that Tronox's arguments, when read together with Tronox's own complaint against Anadarko Petroleum Company/Kerr-McGee Corporation, reflect a curious logic -- confession is good for the soul and even better in Tronox's own adversary action, but is to be ignored for purposes of the RTIH complaint. In its adversary lawsuit filed against its former parent, Tronox maintains that it was insolvent as of March 2006 and that its bankruptcy was due to (1) legacy environmental liabilities fraudulently placed on it prior to its spin-off from Kerr-McGee, and at the same time (2) being stripped of hundreds of millions of dollars in cash and saddled with massive debt. According to Mr. Schueller, these admissions are incorporated in the RTIH Complaint as material facts existing in 2007-2008, but undisclosed and unknown to RTIH during the course of negotiations, execution and partial performance of the Supply Agreement and Ground Lease. Caught on the horns of this series of damning admissions as well as principles of judicial estoppel, Mr. Schueller says Tronox fails to address these admissions undergirding the RTIH Complaint and meriting the development of a full record. Instead, Tronox argues that RTIH should be denied its day in court, contending that: (a) The warranties and representations are "boilerplate"; (b) RTIH did not allege that Tronox's failure to disclose impaired the value of the Supply Agreement or impeded Tronox's ability to perform; (c) The nondisclosure occurred only in negotiations and therefore does not violate the duty of good faith and fair dealing; and (d) Tronox's financial condition was not material to the agreements thus making mistake unavailable to RTIH. None of these arguments has merit, Mr. Schueller argues. Where a motion to dismiss has been filed, the issue is whether the claimant is entitled to offer evidence to support its claims. Mr. Schueller says that RTIH's Complaint advances a straightforward case on alternate theories: Tronox obtained advantageous contractual arrangements and performance through its breach of warranty, misrepresentation, mistake and breach of the duty of good faith and fair dealing. The facts admitted in Tronox's Adversary Complaint against Anadarko/Kerr-McGee are material and should have been disclosed to RTIH. If Tronox suppressed the truth, then relief is available for misrepresentation, mistake and breach of the duty of good faith and fair dealing. If, somehow, Tronox did not know the facts which it now admits made it "destined to fail," then RTIH is entitled to relief for mutual mistake, Mr. Schueller says. Mr. Scheuller adds that Tronox has conceded that the broader marketplace, including public investors and creditors, had no idea of the true state of facts. RTIH is in this class of victims and is entitled to prove its case. Notwithstanding the fact RTIH already has paid millions of dollars, Tronox asks the Court to accept its Enron-like proposition that there is no case to be made where persistent nondisclosure of insolvent condition lures the other party into agreement and expenditure of millions of dollars in performance. RTIH submits that Tronox's rationale, to borrow a phrase from Judge Rakoff, "does not comport with the most elementary notions of justice and morality." Tronox Talks Back RTIH fails to address the fatal legal deficiencies in the Complaint; instead RTIH engages in rhetoric and hyperbole to deflect attention from its failure to plead a claim under the law, Mr. Cieri argues. Neither Tronox's allegations of insolvency in the Anadarko litigation nor RTIH's new contention that Tronox "lured" it into the Supply Agreement address the pleading failures identified in Tronox's Motion to Dismiss, Mr. Cieri adds. According to Mr. Cieri, RTIH's claims fail as a matter of law because RTIH has not properly alleged that Tronox's alleged failure to disclose its financial condition, or RTIH's alleged mistake as to Tronox's financial condition, has denied RTIH any right or benefit under the Supply Agreement. RTIH's failure to plead that it has been denied any rights or benefits under the Supply Agreement or Ground Lease also belies RTIH's posturing as a victim in this case, he asserts. Mr. Cieri avers that RTIH has suffered no injury or prejudice as a result of Tronox's insolvency. Rather, it has opportunistically seized upon Tronox's allegations in the Anadarko litigation in an attempt to manufacture a claim that will allow it to walk away from its binding agreements with Tronox, including its obligations to construct a titanium sponge manufacturing facility at an alleged cost of $300 million, construct the pipelines and related equipment that will carry TiCl and chlorine between Tronox's Hamilton plant and RTIH's manufacturing facility, construct storage tanks for TiCl, pay Tronox up to $6 million for certain capital improvements, and spend millions of dollars in looming "take or pay" payments to Tronox beginning in 2010. Court Issues Case Management Order Judge Gropper signed a case management order to govern the adversary proceeding. The CMO provides that: (1) The parties will meet and confer regarding electronic discovery issues on or before February 3, 2010. (2) Plaintiff and Defendant will serve their initial disclosures on or before January 15, 2010. (3) Pleadings may be amended no later than 60 days prior to the close of fact discovery. (4) Fact discovery will commence on January 20, 2010. All fact discovery will be completed by August 13, 2010. (5) In the event Plaintiff or Defendant intend to use an expert witness to present evidence at trial: (a) Plaintiff will identify its expert witnesses on or before August 20, 2010, and will furnish opposing counsel a written report from each expert witness on or before September 20, 2010. (b) Defendant will identify its expert witnesses on or before September 27, 2010, and will furnish opposing counsel a written report from each expert witness on or before October 27, 2010. (c) Plaintiff will identify any rebuttal experts and furnish opposing counsel a written report for each rebuttal expert on or before November 19, 2010. (d) Depositions of all parties' experts and rebuttal experts will be completed by December 3, 2010. (6) All potentially dispositive motions will be filed on or before December 10, 2010. (7) All opposition papers shall be due and filed on or before 30 days after the filing of any potentially dispositive motion. (8) Replies to responses to dispositive motions will be due and filed on or before 20 days after the service of any response to any potential dispositive motion. RTIH Files Corporate Ownership Statement Pursuant to Rule 7007.1 of the Federal Rules of Bankruptcy Procedure and Rule 7007.1-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York, RTI Hamilton, Inc., disclosed that 100% of RTI's equity is directly owned by RMI Titanium Company, an Ohio corporation. 100% of RMI Titanium Company's equity is directly owned by RTI International Metals, Inc. RTI neither directly nor indirectly owns 10% or more of any class of equity of a corporation whose securities are publicly traded. 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) TROPICANA ENT: Atlantic City Monopoly Concerns Senator ------------------------------------------------------ U.S. antitrust regulators have approved the Tropicana Atlantic City sale to a group of lenders led by Carl Icahn, according to Reuters. The sale was included in the Federal Trade Commission's December 14, 2009 list of deals approved by antitrust regulators, the news source noted. The New Jersey Bankruptcy Court previously approved the sale of Tropicana Atlantic City to the Icahn investor group. A separate report noted that Senate Gaming and Tourism Committee Chairman James Whelan is concerned about monopoly in Atlantic City's gaming industry. Mr. Whelan is bothered about the control of eight out of eleven casinos in Atlantic City "in the hands of just two investors," PolitickerNJ.com reported. As widely reported, Mr. Icahn has made progress in the goal of including Tropicana Atlantic City and Taj Mahal to his roster of gaming businesses. Mr. Whelan, a former mayor of Atlantic City, had opposed the changing of a state law "allowing an individual to own more than three casinos" more than a decade ago, PolitickerNJ related. "Frankly, judging by his record with Sands we didn't see a lot of money going from [Mr.] Icahn to Sands, so, yes, I'm bothered, but at this point you can't get the genie back in bottle," PolitickerNJ quoted Mr. Whelan as saying. "I don't see how you can roll it back to where they can only have three. Four opened the door for economic concentration of this kind," Mr. Whelan continued. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: NJ Debtors Settle Atlantic City MUA Claims --------------------------------------------------------- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc., notified the Bankruptcy Court for the District of New Jersey on December 23, 2009, of their proposal to settle the June 9, 2009 objection of Atlantic City Municipal Utility Authority to the sale of substantially all of the New Jersey Debtors' assets. ACMUA asserted that it has a self-executing statutory lien in the amount of $339,641 for water service charges and water connection fees pursuant to Sections 40:14B-21 and 40:14B-42 of the N.J.S.A. on the New Jersey Debtors' real property "superior and paramount to the interest of. . . a mortgagee. . . and on parity with" municipal tax liens. On June 10, 2009, pursuant to a Court Interim Order authorizing the payment of adequate assurance for postpetition utility services, the New Jersey Debtors deposited $21,500 with ACMUA as adequate assurance of payment under Section 366 of the Bankruptcy Code. ACMUA also filed a secured claim for $319,396, Claim No. 430. The New Jersey Debtors did not dispute a portion of Claim No. 430, relating to water service charges and have already paid $65,431 to ACMUA. To avoid the costs and delays of litigation, the New Jersey Debtors and ACMUA mutually desire to resolve any and all disputes relating to the Objection and the Claim. Accordingly, the parties agree that: (a) ACMUA's Objection and the Claims will be withdrawn with prejudice, in exchange for which (1) the New Jersey Debtors will pay ACMUA the additional sum of $78,500 and (2) ACMUA will draw down the entirety of the Utility Deposit, for a total settlement payment of $100,000. The payment will be made on or as soon as reasonably practicable after the closing of the Amended and Restated Purchase Agreement, which is anticipated to occur in January 2010. (b) ACMUA's counsel will be notified of the Sale Closing. In the event a Closing does not occur, ACMUA's Objection and Claim will be reinstated. (c) The New Jersey Debtors have been and continue to pay ACMUA on account of postpetition water service charges and water connection fees in the ordinary course of business. The parties mutually represent and acknowledge that as of December 23, 2009, there exists no claim or dispute as to postpetition water service charges and water connection fees, and their payments. In the event an objection is timely filed by January 12, 2010, a hearing will be held on January 14, 2010. If no objection is filed, the settlement will be consummated as proposed on or after 25 days from the date of notice. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: NJ Debtors Want to Reject Simulcast Agreements ------------------------------------------------------------- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek the Bankruptcy Court's authority to reject certain simulcast agreements, pursuant to Section 365(a) of the Bankruptcy Code, effective as of the date of the New Jersey Casino Control Commission's order approving the closure of their simulcasting facility. In connection with their business operations, the New Jersey Debtors are parties to these Simulcast Agreements, which permit them to hold televised simulcasts of horse races and to conduct off-track wagering at their casino simulcasting facility: (a) 29 casino simulcasting sending track agreements -- the "Sending Agreements;" (b) A certain simulcasting agreement dated April 1, 2007, between Adamar of New Jersey, Inc. and TrackNet Media Group, LLC, as amended -- the "TrackNet Agreement;" and (c) A certain HUB modification agreement between Adamar and Scientific Games Racing, LLC dated July 15, 2004, inclusive of all predecessor agreements and amendments. The TrackNet Agreement and the HUB Agreement were among the Contracts to be assumed and assigned to a buyer of the Debtors' assets in relation to a Court-approved sale of substantially of all of the Debtors' assets. As to the Simulcasting Agreement, Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, relates that it has operated at a loss since the entry of the June 2009 Original Sale Order. Accordingly, as part of a continuous review of their operations, the New Jersey Debtors have determined that the Simulcasting Facility is no longer necessary to their business and thus, seek Court permission to reject the Simulcast Agreements as part of their closure of the Simulcasting Facility. The New Jersey Debtors require approval from the NJ Commission before they can close the Simulcast Facility. Rejecting the Simulcast Agreements as part of the closure of their Simulcasting Facility will enable the New Jersey Debtors to realize savings immediately because they will not be required to fund losses caused by that part of their business operations, according to Ms. Volkov. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UAL CORP: To Offer $500 Million Senior Secured Notes ---------------------------------------------------- United Airlines, a wholly owned subsidiary of UAL Corporation, said it plans to offer, subject to market and other conditions, $500 million aggregate principal amount of senior secured notes due 2013. The Company said the notes will be the senior secured obligations of United. 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 notes will be secured by certain of United's routes, takeoff and landing slots and airport gate leaseholds utilized in connection with these routes. The company further said the collateral is currently encumbered under United's senior secured credit facility but would be made available by substituting other collateral into the senior secured credit facility. United intends to use the net proceeds from the offering for general corporate purposes. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on January 20, 2006. The Company emerged from bankruptcy protection on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * UAL and United both carry a 'CCC' issuer default rating from Fitch Ratings. UAL carries a 'B-'' on 'watch negative', corporate credit rating from Standard & Poor's Ratings Serv UAL CORP: Late Contract Draws World-Wide Protest by Attendants -------------------------------------------------------------- United Airlines Flight Attendants, represented by the Association of Flight Attendants-CWA, AFL-CIO, will conduct a world-wide protest over the failure of United Airlines management to negotiate a new contract on time. Over seven years ago flight attendants took deep cuts in pay and then management destroyed their working conditions and cancelled their pensions. Those cuts were scheduled to conclude January 7, 2010, as the Contract becomes amendable. Negotiations began early on April 6, 2009, as part of an agreement between the union and the company with the intention of having a new flight attendant contract in place by January 7, 2010. Flight attendants are working at 1994 wage levels in the year 2010 and working 48% more compared with 2002 schedules and staffing. When United exited bankruptcy CEO Glenn Tilton alone took a bonus that could have provided a 10% pay raise for all 15,000 flight attendants. AFA-CWA members are angry that management has not discussed the improvements envisioned, seeming only interested in delaying a new Contract for flight attendants. International Protests - Local Times and Contact Person: Frankfurt (FRA) Arrival between Hall B & C, 10 am - 12:30 pm Local Contact: Dirk Schultz, (069) 97390483 Hong Kong (HKG) United departures, 10:30 am - 1 pm Local Contact: Jack Kande, 852-9831-7448 London Heathrow (LHR) 10 am - 11 am Local Contact: Saad Bhatkar, 07815442394 Tokyo-Narita (NRT) United curbside 3 pm - 5 pm Local Contact: Rick Gonzalez, 090 2206-1924 U.S. Domestic Airport Picket Lines - Local Times and Contact Person Atlanta (ATL) United departure level, 8 am - 11 am Local Contact: Christina Archille, 404-824-8116 Boston (BOS) United departure & arrival, 11 am - 2 pm Local Contact: Lina Bowers, 603-502-3457 Charlotte (CLT) United departure level, 8 am - 4 pm Local Contact: Keith Biolek Austin, 305-776-0014 Chicago (ORD) United departure door 1G, 11 am - 1 pm Local Contact: Sara Nelson, 202-286-1973 Denver (DEN) Levels 4, 5 & 6 at United, 9 am - 12 pm Local Contact: Ken Kyle, 303-913-6978 Honolulu (HNL) United check-in level, 10:45 am - 12:30 pm Local Contact: Ed Kalahiki, 808-348-5975 Las Vegas (LAS) Zero level at curbside, 10 am - 1 pm Local Contact: Laura Harsh, 702-544-9849 Los Angeles (LAX) Terminal 7 at United, 11 am - 2 pm Local Contact: Darren Shiroma, 310-480-9913 Miami (MIA) United departure level, 12 pm - 4 pm Local Contact: Angela Curlee, 305-812-3871 New York (LGA) United departure & arrival, 10 am - 2 pm Local Contact: Ken Diaz, 845-893-6327 San Francisco (SFO) United departures, 10 am - 12 pm Local Contact: Chris Black, 650-773-6813 Seattle (SEA) United departure level, 8 am - 12 pm Local Contact: Diane Tucker, 206-910-8110 Washington DC (IAD) United departures, 2 pm - 5 pm Local Contact: Andreas Curlee, 571-209-7943 About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UBALDO MURSULI: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Ubaldo Mursuli aka Ubaldo Wally Mursuli Areanne Mercedes Aragon aka Areanne M Aragon 10735 Canyon Bay Lane Boynton Beach, FL 33473 Bankruptcy Case No.: 10-10078 Chapter 11 Petition Date: January 4, 2009 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtors' Counsel: David L. Merrill, Esq. 7777 Glades Rd # 400 Boca Raton, FL 33434 Tel: (561) 477-7800 Email: dlmerrill@sbwlawfirm.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 $1,009,717, and total debts of $1,775,449. 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/flsb10-10078.pdf The petition was signed by the Joint Debtors. UNISYS CORP: Joseph Harrosh Discloses 9.2451% Equity Stake ---------------------------------------------------------- Joseph L. Harrosh discloses holding 3,908,789 shares -- or roughly 9.2451% -- of Unisys Corporation common stock ($0.01 par value). About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. At September 30, 2009, the Company had total assets of $2.741 billion against total current liabilities of $1.305 billion, long-term debt of $845.0 million, long-term postretirement liabilities of $1.410 billion, and other long-term liabilities of $325.4 million, resulting in stockholders' deficit of $1.145 billion. VAIL PLAZA: Mexican Firm Acquires Assets for $52 Million -------------------------------------------------------- Scott Miller at Vail Daily reports that a federal court in Denver gave Vail Plaza Hotel to a Mexican investment company. The sale price was $52 million but $46.5 million will be paid by the Mexican firm for the hotel. The court rejected the hotel's plan of reorganization in favor of an immediate cash payment to satisfy creditors. Vail Plaza Hotel operates a hotel. The company filed for Chapter 11 bankruptcy in 2008. VERMILLION INC: Unsecured Creditors OK Reorganization Plan --------------------------------------------------------- Vermillion Inc. disclosed that its First Amended Chapter 11 Plan of Reorganization has been overwhelmingly accepted by classes of creditors created under the Plan. The final voting tabulation shows that all of Vermillion's unsecured creditors who voted on the Plan approved it. "The strong vote of support for our Plan of Reorganization is a major milestone for Vermillion and its shareholders," said Gail S. Page, Executive Chairperson of Vermillion's Board of Directors, who has led the company's reorganization process. "This vote shows we have achieved strong momentum towards emergence from bankruptcy and have positioned Vermillion to establish itself as a leader in high value diagnostics." The widespread approval of the Plan clears the way for the company to proceed toward a confirmation hearing on the Plan before the United States Bankruptcy Court for the District of Delaware. The confirmation hearing is scheduled for this Thursday, January 7. About Vermillion Inc. Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high- value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion is based in Fremont, California. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Francis A. Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. VERNON JAY VERNON: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Vernon Jay Vernon 409 Donald Ross Drive, 105-H Raleigh, NC 27610 Bankruptcy Case No.: 10-00027 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Danny Bradford, Esq. Paul D. Bradford, PLLC dba Bradford Law Offices 6512 Six Forks Road, Suite 304 Raleigh, NC 27615 Tel: (919) 758-8879 Fax: (919) 803-0683 Email: dbradford@bradford-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,011,965, and total debts of $3,968,688. A full-text copy of the Debtor's petition, including a list of its 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb10-00027.pdf The petition was signed by Michael Zippelli, president and CEO of the Company. VILHAUER SALES: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Vilhauer Sales, Incorporated 34656 121st Street Hosmer, SD 57448 Bankruptcy Case No.: 10-10002 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court District of South Dakota (Northern (Aberdeen) Judge: Charles L. Nail, Jr. Debtor's Counsel: David J. Fransen, Esq. PO Box 1433 Aberdeen, SD 57402 Tel: (605) 226-8234 Email: fransenlaw@qwestoffice.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,031,974, and total debts of $1,628,034. A full-text copy of the Debtor's petition, including a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/sdb10-10002.pdf The petition was signed by Gilbert Calvin Vilhauer, president of the Company. VIRANI DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Virani Developers, LLC 1623 Hampton Hollow Trail Lawrenceville, GA 30043 Bankruptcy Case No.: 10-60258 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Lindsay B. Erwin, Esq. Gentry, Andress & Erwin Suite 300-A, 5009 Riverchase Dr. Phenix City, AL 36867 Tel: (334) 297-5640 Fax: (334) 297-5924 Email: lerwin@danagentry.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 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb10-60258.pdf The petition was signed by Abdulsultan Virani, president of the Company. WEST PLEASANT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: West Pleasant - CPGT, Inc. 34 Cox Cro Road Toms River, NJ 08755 Bankruptcy Case No.: 10-10060 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court District of New Jersey (Trenton) Debtor's Counsel: Richard D. Trenk, Esq. Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Email: rtrenk@trenklawfirm.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 $1,225, and total debts of $4,180,231. 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/njb10-10060.pdf The petition was signed by John Campbell, president of the Company. WILLIAM GEARING: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: William Harvey Gearing, II 177 Sosebee Road P.O. Box 520 Sautee Nacooche, GA 30571 Bankruptcy Case No.: 10-20050 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: John C. Pennington, Esq. P.O. Box 275 Helen, GA 30545 Tel: (706) 878-0033 Fax: (706) 878-9916 Email: jcppc@windstream.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb10-20050.pdf The petition was signed by William Harvey Gearing, II. WINDMARK ROCKPORT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Windmark Rockport Partners, LP Po Box 3123 Houston, TX 77253 Bankruptcy Case No.: 10-20010 Chapter 11 Petition Date: January 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Rogena Jan Atkinson, Esq. The Law Offices of RJ Atkinson LLC 3617 White Oak Dr Houston, TX 77007 Tel: (713) 862-1700 Fax: (713) 862-1745 Email: rogena@rjabankruptcy.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 $2,995,250, and total debts of $4,791,744. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Thomas F. Noons, president of the Company. W.R. GRACE: BNSF Slams WR Grace, Arrowood Insurance Settlement -------------------------------------------------------------- Law360 reports that BNSF Railway Co. has blasted a bankruptcy judge's approval of a settlement with an insurer in W.R. Grace & Co.'s Chapter 11 proceedings, saying in its pending appeal that it wants to retain its rights to pursue certain insurance coverage laid out in Grace's reorganization plan. 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) * Bankruptcy Filings by Firms Surged 50% in 2009 ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Chapter 11 bankruptcy filings by U.S. businesses surged 50% in 2009, outpacing the hike for individuals. Mr. Rochelle, citing data compiled from court records by Automated Access to Court Electronic Records, said that more than 15,000 businesses filed Chapter 11 petitions to reorganize or liquidate in bankruptcy court in 2009. According to the report, including smaller businesses in Chapter 7 liquidations, commercial bankruptcy filings climbed 38% from 2008. Both figures were more than double the total in 2007. The 207 bankruptcies in 2009 by publicly traded companies were the third highest since 1980, according to BankruptcyData.com. December Results According to American Bankruptcy Institution and the National Bankruptcy Research Center, there were 113,274 consumer filings during December, a year-over-year increase of 33.4%. The greatest year-over-year change during the past six months occurred in June, when filings were 40.7% higher than in June of the previous year, according to a Bloomberg chart based on the ABI and the Center's information. * Silicon Valley `Bloodbath' Leaves Office Buildings Empty ---------------------------------------------------------- According to Carla Main at Bloomberg News, citing CB Richard Ellis Group Inc, Silicon Valley is beset by the biggest office property glut since the dot-com bust, leaving the U.S. technology hub with empty high-rises and office parks that make it impossible for landlords to sustain average rents. More than 43 million square feet (4 million square meters) -- the equivalent of 15 Empire State Buildings -- stood vacant at the end of the third quarter, the most in almost five years, according to CB Richard Ellis. * Riskiest Junk Bonds Shrug Off Distress on Recovery ---------------------------------------------------- Carla Main at Bloomberg News reports that the lowest-rated corporate bonds rallied above so-called distressed trading levels for the first time since January 2008 on optimism the economy is recovering. The average yield on U.S. bonds rated 'CCC' or lower tightened to 9.82 percentage points more than similar-maturity Treasuries, from as much as 36.7 percentage points in March, according to Merrill Lynch & Co. index data. The debt has been distressed, or trading at a spread of at least 10 percentage points, since Jan. 8, 2008, the data show. * Alan Clark Joins Litigation Practice Group at Allen Matkins ------------------------------------------------------------- Allen Matkins Leck Gamble Mallory & Natsis LLP, a leading California business and real estate law firm, disclosed that the expansion of its litigation practice group with the addition of Alan Clark, as partner, in the firm's Los Angeles office. Clark has extensive experience in lengthy and complex jury trials, including obtaining multi-million dollar verdicts on behalf of plaintiffs in business tort and predatory pricing cases. H e has represented a broad range of clients drawn from the real estate, entertainment, government contracts, securities, petroleum, insurance, money management, wholesale distribution, motor vehicle and manufacturing fields. His litigation practice has included matters involving antitrust, contract, business tort, intellectual property, unfair competition, insurance, lender liability, corporate and securities, real estate, and ERISA issues. Clark was previously a partner with Latham & Watkins, where he practiced commercial litigation since beginning his legal career in 1975. "I am looking forward to starting a new chapter in my career with Allen Matkins," said Clark. "Joining Allen Matkins provides me with an opportunity to add value, particularly in helping to further develop a first class legal team." "Alan knows of Allen Matkins' solid reputation and that we value our collegial environment," said Brian Leck, managing partner of Allen Matkins. "Our partners are enthusiastic about Alan joining our firm and believe that he will be a significant asset to our litigation department with trial experience in a wide variety of cases." Clark is a Fellow of the American College of Trial Lawyers, an Associate of the American Board of Trial Advocates, and a former Master of the George McBurney Business Litigation Inn of Court. He currently serves as a director of the Legal Aid Foundation of Los Angeles, a provider of legal services for low-income residents of Los Angeles, and of America Supporting Americans, a not-for- profit organization providing support for American troops. He is a former director and Chairman of the Board of Skid Row Development Corporation, a Los Angeles charity for the homeless, and is a former director of the Pacific Crest Outward Bound School. He is a member of the Litigation and Antitrust Law Sections of both the Los Angeles County and American Bar Associations. Clark joins Allen Matkins' litigation practice group of approximately 80 attorneys statewide, whose practice is comprehensive and is recognized nationwide for its expertise in handling all aspects of business and commercial, real estate, construction, bankruptcy, environmental and toxic tort, products liability, and labor and employment litigation. The firm's trial lawyers have successfully tried hundreds of cases in a broad variety of forums including state and federal courts, arbitrations and judicial referees. Clark received his J.D. from the University of Virginia Law School, where he won the William Minor Lile Moot Court Competition. Prior to attending law school, he served as an infantry officer in the U.S. Army from 1968-1971. He received his undergraduate degree from the University of Alabama and a Diploma of Comparative Legal Studies from Cambridge University, England. About Allen Matkins Allen Matkins Leck Gamble Mallory & Natsis LLP, founded in 1977, is a California-based law firm with approximately 230 attorneys practicing out of seven offices in Los Angeles, Orange County, San Francisco, San Diego, Century City, Del Mar Heights and Walnut Creek. The firm's broad areas of practice include real estate, land use, construction, real estate finance, business litigation, corporate and securities, intellectual property, environmental, taxation, bankruptcy and creditors' rights, and employment and labor law. For more than 30 years, Allen Matkins has helped clients turn opportunity and challenge into success by providing practical advice, innovative solutions and valuable business opportunities. * Cadwalader Promotes Four to Partnership ----------------------------------------- Cadwalader, Wickersham & Taft LLP, has elected Jodi Avergun, Bret Campbell, Peter Friedman, and Brian McGovern as Partners of the firm, effective January 1, 2010. Ms. Avergun and Messrs. Campbell and Friedman are resident in the firm's Washington office while Mr. McGovern practices in New York. "We are pleased to welcome these outstanding attorneys to our partnership. Their promotion confirms our confidence in their exceptional talent, and evidences the firm's continued growth in the areas of litigation and restructuring," said Christopher White, Cadwalader's Chairman. "It is a great pleasure to celebrate their hard work, dedication, and valuable contributions to our clients and the firm. We look forward to their continued success in the years to come." The following attorneys were elected Partner: Jodi L. Avergun, a seasoned trial and appellate lawyer, represents corporations and individuals in all phases of complex civil, regulatory, and white collar litigation matters, including Foreign Corrupt Practices Act, securities fraud, health care, banking, and international extradition investigations. She has counseled companies and senior executives in sensitive internal investigations, and has successfully represented clients in matters before the SEC, the U.S. Drug Enforcement Administration, and in civil and criminal matters in federal court. She also designs and implements compliance programs, including those related to pharmaceutical regulation. Prior to joining the firm, Ms. Avergun served as a senior executive in the U.S. Department of Justice Criminal Division, and also served as the Chief of Staff to the head of the U.S. Drug Enforcement Administration. In both of those roles, she was a principal advisor to the DOJ leadership on matters involving international drug enforcement, extradition and mutual legal assistance, anti-money laundering strategy, asset forfeiture and pharmaceutical regulation. Ms. Avergun also served as an Assistant U.S. Attorney for 12 years in the Eastern District of New York, where she was ultimately appointed Senior Litigation Counsel and Chief of the Long Island Division of the Eastern District U.S. Attorney's Office. While in New York, she oversaw and conducted a variety of money laundering and financial fraud investigations and prosecutions, and, in recognition of her work, was awarded a Director's Award for Superior Performance as an AUSA. Ms. Avergun is a graduate of Brown University and a graduate, magna cum laude, of Brooklyn Law School, where she was an editor of the Brooklyn Law Review. Bret Campbell represents clients in a broad range of complex criminal, regulatory, and civil litigation matters, including international corruption (involving the Foreign Corrupt Practices Act), money laundering, commercial fraud, securities, export control, economic sanction, and related issues. He conducts internal investigations, advises clients on corporate governance issues, counsels on the implementation of compliance codes, and advises and conducts due diligence reviews in connection with mergers, acquisitions, and other complex corporate transactions. Mr. Campbell has represented U.S. and foreign pharmaceutical, energy, telecommunications, financial services, aerospace, and defense companies. He has defended clients in connection with commercial fraud actions in various federal courts; and represented financial services firms and individuals in NYSE Disciplinary Hearings, SEC enforcement actions, and related civil litigation. Mr. Campbell received a B.A., with honors, from Hobart College, and a J.D., cum laude, from Vermont Law School. Peter Friedman's practice focuses on representing major parties- in-interest in high stakes, complex financial restructurings. He was a senior member of Cadwalader's team in its highly successful representation of the Presidential Task Force on the Auto Industry and the United States of America as secured lender and acquirer in the bankruptcy cases of General Motors and Chrysler; co-lead litigation counsel for the debtors in In re Lyondell Chemical Company in connection with Lyondell's historic debtor-in- possession financing; represented Northwest Airlines, Enron, WorldCom and other debtors in contested confirmation hearings and a wide variety of contested matters and adversary proceedings; and represented the largest unsecured creditor in the Owens Corning bankruptcy and the Official Committee of Equity Security Holders in the USG cases. From 1994-1995, he worked in the White House Office of Legislative Affairs and as an aide to two Counsels to the President. He was a law clerk from 1998-1999 to the Honorable Joel M. Flaum of the U.S. Court of Appeals for the Seventh Circuit, and in 2000, served as Acting Legal Advisor to the Cable Services Bureau of the Federal Communications Commission. A graduate of Northwestern University School of Law, cum laude and Order of the Coif, where he was an editor of the Journal of Criminal Law and Criminology, he received his undergraduate degree from Trinity College, with honors. Brian McGovern offers health care providers and not-for-profit clients counsel and advocacy on reimbursement issues; government audits and investigations, including those related to Medicaid and Medicare; regulatory compliance; certificate of need applications; property tax exemption applications and appeals; and patient-care survey deficiency citations. Mr. McGovern has tried cases and argued appeals in both administrative tribunals and in State and Federal courts. He has also counseled the New York Association of Homes and Services for the Aging on statutory, regulatory and other legal developments impacting long term care providers in New York State. Prior to joining the firm, Mr. McGovern served as an Assistant Attorney General for New York State, where he defended the State in, among other matters, legal challenges to statutes, regulations, and agency actions affecting health care providers. He is a graduate of the Georgetown University Law Center. About Cadwalader, Wickersham & Taft LLP Cadwalader, Wickersham & Taft LLP, established in 1792, is one of the world's leading international law firms, with offices in New York, London, Charlotte, Washington and Beijing. Cadwalader serves a diverse client base, including many of the world's top financial institutions, undertaking business in more than 50 countries in six continents. The firm offers legal expertise in antitrust, banking, business fraud, corporate finance, corporate governance, derivatives, environmental, financial restructuring and reorganizations, healthcare, insurance, intellectual property, litigation, mergers and acquisitions, private client, private equity, real estate, regulation, securitization, structured finance, and tax. * Kasowitz Benson Adds Leading Insurance Recovery Litigation Group ------------------------------------------------------------------ Kasowitz, Benson, Torres & Friedman is pleased to announce that 13 leading insurance recovery litigators, including prominent insurance litigators Robin L. Cohen and Randy Paar, have joined the firm in its New York office. The group comes from the Dickstein Shapiro firm, where Ms. Cohen served as managing partner of the New York office. Joining Ms. Cohen and Ms. Paar as new Kasowitz Benson partners are William E. Denver, Kenneth H. Frenchman, Keith McKenna, Elizabeth A. Sherwin and Adam S. Ziffer. Also joining Kasowitz Benson are counsel Joseph D. Jean and associates Andrew N. Bourne, Sarah Cox, Burt M. Garson, Sheri E. Hametz, and Rachel Wrightson. The team was ranked tier one in the New York insurance dispute resolution category in 2009 by Chambers USA, the leading legal ranking survey. Chambers cites client praise for their "aptitude in complex matters," "highly effective advocacy," and Cohen's sound courtroom strategy and foresight. The incoming group elevates Kasowitz Benson's already strong insurance recovery practice and will serve as a vibrant complement to the firm's other leading litigation specialties. It also continues the firm's rapid growth to 328 lawyers in six offices. "We are delighted to welcome Robin and Randy and their exceptional team to the firm," said Marc E. Kasowitz, the firm's founding and managing partner. "Robin's leadership and litigation skills will be a great asset for the firm and its clients, and the group's extraordinary talent, experience and record of success establish Kasowitz Benson as the leading firm for insurance recovery litigation and counseling." Ms. Cohen focuses her practice on representing insureds in complex insurance recovery matters in federal and state courts throughout the country and on counseling clients across the country on insurance recovery and related matters. The National Law Journal has recognized her as one of the 50 Most Influential Women Lawyers in America. "Joining one of the most respected litigation firms in the country is a terrific opportunity for me and my colleagues," Ms. Cohen said. "We share the firm's commitment to excellence in the courtroom, and I look forward to what we can accomplish together for our clients." Ms. Cohen and her team have recovered over $1 billion in disputed policy claims and have handled some of the largest coverage cases for a wide range of clients. In addition Ms. Cohen's law practice, she focuses on activities to promote the advancement of women into leadership positions in the legal and other professions. She received her J.D. from the University of Pennsylvania Law School and her B.A., magna cum laude, from the University of Pennsylvania. Ms. Paar focuses on commercial litigation in federal and state courts nationwide and on counseling clients in all areas of insurance coverage. For 25 years she has handled the representation of policyholders in multiparty insurance coverage cases, and Chambers USA calls her an "excellent advocate who brings a wealth of experience and knowledge to her role." She received her J.D. from New York University School of Law and her B.A. in economics, cum laude, from Harvard College. Mr. Denver also focuses his practice on insurance recovery litigation on behalf of policyholders. He formerly served as an assistant district attorney in the New York County District Attorney's office. He received his J.D. from Rutgers School of Law-Newark and his B.A. from The College of New Jersey with honors. Mr. Frenchman has significant experience in insurance recovery litigation, counseling on insurance-related issues and securing settlements with prominent American and European property and casualty insurers. He received his J.D. from the New York University School of Law and his B.S. in business administration from the University of Colorado. Mr. McKenna has a diverse general commercial litigation background with a particular emphasis on insurance coverage litigation. He received his J.D. from Rutgers School of Law-Newark and his B.A. from Rutgers University. Ms. Sherwin's practice focuses on the representation of policyholders in insurance recovery litigation. She has represented Fortune 500 firms, small privately owned companies and individuals both in arbitration and before the state and federal courts in all phases of litigation. S he received her J.D., cum laude, from New York University School of Law and her B.A. in psychology and sociology, cum laude, from Rutgers University. Mr. Ziffer has extensive experience in representing corporate policyholders in litigating many of the most significant and cutting-edge insurance coverage cases in the country. He received his J.D. from Fordham School of Law and his B.S. from the University of Florida. About Kasowitz, Benson, Torres & Friedman LLP Kasowitz, Benson, Torres & Friedman LLP is a national law firm specializing in complex, highly sophisticated litigation. Principal practice areas include general litigation, creditors' rights and bankruptcy, employment practices, intellectual property, insurance recovery litigation and family law. With more than 325 lawyers, the firm is committed to pursuing creative, aggressive and winning approaches to our clients' most challenging legal matters. Clients include leading companies in the financial, technology, manufacturing, utilities, chemical, energy, entertainment, consumer products, pharmaceutical and telecommunications industries. The firm has offices in New York, Houston, Atlanta, San Francisco, Miami and Newark. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Griggs Racing Bankr. N.D. Calif. Case No. 09-14068 Chapter 11 Petition filed December 1, 2009 See http://bankrupt.com/misc/canb09-14068p.pdf See http://bankrupt.com/misc/canb09-14068c.pdf In Re Bestcomp, Inc. Bankr. E.D. La. Case No. 09-13953 Chapter 11 Petition filed December 1, 2009 See http://bankrupt.com/misc/laeb09-13953p.pdf See http://bankrupt.com/misc/laeb09-13953c.pdf In Re Marjorie B. Mackey Bankr. M.D. La. Case No. 09-11875 Chapter 11 Petition filed December 1, 2009 See http://bankrupt.com/misc/lamb09-11875p.pdf See http://bankrupt.com/misc/lamb09-11875c.pdf In Re Fort Washington Dental Lab, Inc. Bankr. E.D. Pa. Case No. 09-19301 Chapter 11 Petition filed December 1, 2009 See http://bankrupt.com/misc/paeb09-19301p.pdf See http://bankrupt.com/misc/paeb09-19301c.pdf In Re Townhomes on Matilda, Inc. Bankr. N.D. Texas Case No. 09-38263 Chapter 11 Petition filed December 1, 2009 See http://bankrupt.com/misc/txnb09-38263p.pdf See http://bankrupt.com/misc/txnb09-38263c.pdf In Re Hamid Hedayat Pamela Hedayat Bankr. S.D. Calif. Case No. 09-18570 Chapter 11 Petition filed December 2, 2009 See http://bankrupt.com/misc/casb09-18570p.pdf See http://bankrupt.com/misc/casb09-18570c.pdf In Re Affordable Limosine Services, Inc. Bankr. Kan. Case No. 09-42044 Chapter 11 Petition filed December 4, 2009 See http://bankrupt.com/misc/ksb09-42044.pdf In Re Deborah Davis aka Debbie Davis Bankr. N.D. Ala. Case No. 09-43596 Chapter 11 Petition filed December 5, 2009 See http://bankrupt.com/misc/alnb09-43596p.pdf See http://bankrupt.com/misc/alnb09-43596c.pdf In Re Shadows, Inc. Bankr. E.D. Pa. Case No. 09-19423 Chapter 11 Petition filed December 7, 2009 See http://bankrupt.com/misc/paeb0-19423p.pdf See http://bankrupt.com/misc/paeb0-19423c.pdf In Re River Water, Incorporated Bankr. E.D. Va. Case No. 09-38005 Chapter 11 Petition filed December 7, 2009 See http://bankrupt.com/misc/vaeb09-38005p.pdf See http://bankrupt.com/misc/vaeb09-38005c.pdf In Re Milton Charles Ault, III aka Milton Todd Ault, III Bankr. C.D. Calif. Case No. 09-23696 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/cacb09-23696.pdf In Re Anthony Wilson dba St. Anthony's Residential Care Homes Josephine Wilson Bankr. N.D. Calif. Case No. 09-71748 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/canb09-71748.pdf In Re Derrick Robert Zerbe Elizabeth Dawn Zerbe Bankr. M.D. Fla. Case No. 09-10335 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/flmb09-10335p.pdf See http://bankrupt.com/misc/flmb09-10335c.pdf In Re Kentucky & Long John Food Corporation aka KFC Bankr. S.D. N.Y. Case No. 09-38429 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/nysb09-38429p.pdf See http://bankrupt.com/misc/nysb09-38429c.pdf In Re Kingston Food Services, Inc. aka Arby's Kingston, NY Bankr. S.D. N.Y. Case No. 09-38435 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/nysb09-38435p.pdf See http://bankrupt.com/misc/nysb09-38435c.pdf In Re No. Plank Road Food Services, Inc. Bankr. S.D. N.Y. Case No. 09-38428 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/nysb09-38428p.pdf See http://bankrupt.com/misc/nysb09-38428c.pdf In Re Windsor Highway AB Food Systems Corporation aka Arby's New Windsor, NY Bankr. S.D. N.Y. Case No. 09-38436 Chapter 11 Petition filed December 8, 2009 See http://bankrupt.com/misc/nysb09-38436p.pdf See http://bankrupt.com/misc/nysb09-38436c.pdf In Re Arlin Geophysical Company, Inc. Bankr. Utah Case No. 09-33691 Chapter 11 Petition filed December 9, 2009 See http://bankrupt.com/misc/utb09-33691.pdf In Re Pendault Design, Inc. dba Roswell Furniture Restoration Bankr. N.D. Ga. Case No. 09-92680 Chapter 11 Petition filed December 10, 2009 See http://bankrupt.com/misc/ganb09-92680.pdf In Re Adel Faiq Abu-Ghazaleh Jean Adel Abu-Ghazaleh Bankr. N.D. Calif. Case No. 09-71895 Chapter 11 Petition filed December 11, 2009 See http://bankrupt.com/misc/canb09-71895.pdf In Re Sims Trucking, Inc. Bankr. M.D. Fla. Case No. 09-10438 Chapter 11 Petition filed December 14, 2009 See http://bankrupt.com/misc/flmb09-10438p.pdf See http://bankrupt.com/misc/flmb09-10438c.pdf In Re Central Park Development LLC Bankr. N.D. Ill. Case No. 09-47062 Chapter 11 Petition filed December 14, 2009 See http://bankrupt.com/misc/ilnb09-47062.pdf In Re University Investment Properties, LLC Bankr. N.D. Ill. Case No. 09-75505 Chapter 11 Petition filed December 14, 2009 See http://bankrupt.com/misc/ilnb09-75505p.pdf See http://bankrupt.com/misc/ilnb09-75505c.pdf In Re MAMC Fitness Center, Inc. Bankr. N.J. Case No. 09-43589 Chapter 11 Petition filed December 14, 2009 See http://bankrupt.com/misc/njb09-43589p.pdf See http://bankrupt.com/misc/njb09-43589c.pdf In Re StoneCrest Home Builders, LLC Bankr. N.D. Ala. Case No. 09-07301 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/alnb09-07301.pdf In Re Eduardo Rivera Bankr. Ariz. Case No. 09-32319 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/azb09-32319.pdf In Re Legends Venture 43, L.L.C. Bankr. Ariz. Case No. 09-32320 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/azb09-32320.pdf In Re Masonry Structures, LLC Bankr. Ariz. Case No. 09-32301 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/azb09-32301.pdf In Re The Whiz Kids, Inc. Bankr. E.D. Ark. Case No. 09-19159 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/areb09-19159.pdf In Re Rockhard Transportation Inc. Bankr. C.D. Calif. Case No. 09-26904 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/cacb09-26904.pdf In Re Mark A. Sills Bankr. Colo. Case No. 09-36661 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/cob09-36661.pdf In Re Brookside Tampa, LLC Bankr. M.D. Fla. Case No. 09-28510 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/flmb09-28510.pdf In Re Dave's Home Helper Service, Inc. aka Dave Curtin aka George David Curtin Bankr. M.D. Fla. Case No. 09-28519 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/flmb09-28519.pdf In Re Diksha, Inc. dba Lemon Bay Drugs East Bankr. M.D. Fla. Case No. 09-28475 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/flmb09-28475.pdf In Re James E. Morgan, Jr. Bankr. M.D. Fla. Case No. 09-10506 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/flmb09-10506.pdf In Re Dominga E. Lafontant Bankr. S.D. Fla. Case No. 09-37701 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/flsb09-37701.pdf In Re Joseph A. Menconi Mary S. Menconi Bankr. N.D. Ill. Case No. 09-47367 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/ilnb09-47367.pdf In Re Thurman Phemister Bankr. S.D. Ill. Case No. 09-42025 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/ilsb09-42025.pdf In Re Dogwood Lakes Camping & Resort, LLC Bankr. W.D. Ky. Case No. 09-41991 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/kywb09-41991.pdf In Re Enoc Taveras Bankr. Mass. Case No. 09-45353 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/mab09-45353.pdf In Re Five Dollar Properties, LLC fka 13040 US 31 Properties, LLC Bankr. W.D. Mich. Case No. 09-14604 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/miwb09-14604.pdf In Re David F. Corrigan Nancy J. Corrigan Bankr. N.J. Case No. 09-43756 Chapter 11 Petition Filed December 15, 2009 Filed As Pro Se In Re Technical Photography, Inc. Bankr. N.J. Case No. 09-43787 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/njb09-43787.pdf In Re Astoria Marble, Inc. dba Astoria Tile Bankr. E.D. N.Y. Case No. 09-51035 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/nyeb09-51035.pdf In Re Accu-Mail of Puerto Rico, Inc. Bankr. Puerto Rico Case No. 09-10712 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/prb09-10712.pdf In Re Blue Ox Publishing, Inc. Bankr. Puerto Rico Case No. 09-10706 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/prb09-10706.pdf In Re Editorial Chic, Inc. Bankr. Puerto Rico Case No. 09-10708 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/prb09-10708.pdf In Re Hormigonera Del Toa, Inc. Bankr. Puerto Rico Case No. 09-10725 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/prb09-10725.pdf In Re Shepherd Publishing, Inc. Bankr. Puerto Rico Case No. 09-10709 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/prb09-10709.pdf In Re Jules Deas, Jr. Leigh T. Deas Bankr. S.C. Case No. 09-09363 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/scb09-09363.pdf In Re Cobalt Worldwide, LLC Bankr. M.D. Tenn. Case No. 09-14291 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/tnmb09-14291p.pdf See http://bankrupt.com/misc/tnmb09-14291c.pdf In Re Gallatin Square Company Bankr. M.D. Tenn. Case No. 09-14309 Chapter 11 Petition Filed December 15, 2009 Filed As Pro Se In Re 111 Main Street Realty Group, LLC Bankr. Vt. Case No. 09-11476 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/vtb09-11476p.pdf See http://bankrupt.com/misc/vtb09-11476c.pdf In Re Gene D. Rogers Sandra L. Rogers Bankr. Ariz. Case No. 09-32424 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/azb09-32424.pdf In Re Palo Desert Development, LLC Bankr. Ariz. Case No. 09-32416 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/azb09-32416.pdf In Re Jake Mosby, Jr. Frances Marie Mosby Bankr. E.D. Ark. Case No. 09-19197 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/areb09-19197.pdf In Re Woody's Trucking, Inc. Bankr. M.D. Fla. Case No. 09-28549 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/flmb09-28549p.pdf See http://bankrupt.com/misc/flmb09-28549c.pdf In Re Roos XVIII, Inc. dba Mattress King Bankr. N.D. Ga. Case No. 09-93109 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/ganb09-93109.pdf In Re Michael Brenton Sherow Dena Elaine Sherow Bankr. Kan. Case No. 09-14148 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/ksb09-14148.pdf In Re Gordon Stuart Bjorkman, Jr. Jane Christine Keller aka Jane Christine Harris aka Jane Keller Sass Bankr. Md. Case No. 09-34587 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/mdb09-34587.pdf In Re Iliian Tokev Yelena Tokev Bankr. Nev. Case No. 09-33555 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/nvb09-33555.pdf In Re Marc R. Buckwalter Maria L. Buckwalter Bankr. Nev. Case No. 09-33552 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/nvb09-33552.pdf In Re Tashera J. Simmons Earl Simmons Bankr. S.D. N.Y. Case No. 09-24358 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/nysb09-24358.pdf In Re Reginald T. Hubbard Iris S. Hubbard Bankr. W.D. N.C. Case No. 09-33492 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/ncwb09-33492.pdf In Re CONFLOR INC. Bankr. Puerto Rico Case No. 09-10746 Chapter 11 Petition filed December 16, 2009 See http://bankrupt.com/misc/prb09-10746.pdf In Re Howard Scott Ross Bankr. N.D. Ala. Case No. 09-85109 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/alnb09-85109.pdf In Re MLD Investments LLC Bankr. Ariz. Case No. 09-32642 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/azb09-32642.pdf In Re JSC & Tech, Inc. dba Fresco Market Bankr. C.D. Calif. Case No. 09-45785 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/cacb09-45785.pdf In Re Donald Louis Raffo aka DLR Construction Bankr. N.D. Calif. Case No. 09-34006 Chapter 11 Petition Filed December 17, 2009 Filed As Pro Se In Re McBride's Concrete Construction Inc. Bankr. M.D. Fla. Case No. 09-28686 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/flmb09-28686.pdf In Re Sr. J. V. Cook aka Inc. J.V. Cook Bankr. N.D. Ill. Case No. 09-47611 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/ilnb09-47611.pdf In Re County Roofing And Siding Co. Bankr. Md. Case No. 09-34649 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/mdb09-34649.pdf In Re Jabbok International Ministries, Inc. fdba Jabbok Ministries' fdba Jabbok Christ Center Ministries Bankr. Md. Case No. 09-34611 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/mdb09-34611.pdf In Re Acu-Gen Biolab., Inc Bankr. Mass. Case No. 09-45381 Chapter 11 Petition Filed December 17, 2009 Filed As Pro Se In Re Roberto Soto Carreras Bankr. Puerto Rico Case No. 09-10782 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/prb09-10782.pdf In Re Victore Mechanical Inc. Bankr. W.D. Texas Case No. 09-54945 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/txwb09-54945.pdf In Re Central Elementary, LC Bankr. Utah Case No. 09-34052 Chapter 11 Petition filed December 17, 2009 See http://bankrupt.com/misc/utb09-34052.pdf In Re Green Transport, LLC Bankr. N.D. Ala. Case No. 09-43734 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/alnb09-43734.pdf In Re Central Arkansas Construction and Development, LLC Bankr. E.D. Ark. Case No. 09-19240 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/areb09-19240.pdf In Re Danilo Solis Trinidad aka DFT Construction Inc. Lydia Flores Trinidad aka DFT Construction Inc Bankr. C.D. Calif. Case No. 09-27152 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/cacb09-27152.pdf In Re Randall James Zitnik Jill Renee Zitnik Bankr. C.D. Calif. Case No. 09-40771 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/cacb09-40771.pdf In Re The Islander Resort LLC Bankr. N.D. Calif. Case No. 09-34013 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/canb09-34013.pdf In Re Kevin Gregory Bruce Nhu Thuy Bruce fka Nhu T. Nguyen Bankr. Colo. Case No. 09-37040 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/cob09-37040.pdf In Re Farnbacher Loles Partners, LLC Bankr. Del. Case No. 09-14456 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/deb09-14456.pdf In Re Farnbacher Loles Street Racing, LLC Bankr. Del. Case No. 09-14457 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/deb09-14457.pdf In Re Cascade Radiology Consultants, P.C Bankr. N.D. Ga. Case No. 09-93278 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/ganb09-93278.pdf In Re Teresa C. Mitchell Bankr. N.D. Ga. Case No. 09-92930 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/ganb09-92930.pdf In Re Southern Line Services, Inc. aka Harold A. Goldman, Jr. Bankr. S.D. Ga. Case No. 09-13124 Chapter 11 Petition filed December 15, 2009 See http://bankrupt.com/misc/gasb09-13124p.pdf See http://bankrupt.com/misc/gasb09-13124c.pdf In Re Honolulu Symphony Society Bankr. Hawaii Case No. 09-02978 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/hib09-02978.pdf In Re Mohammad Salim Bankr. N.D. Ill. Case No. 09-47868 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/ilnb09-47868.pdf In Re Norma C. Hines Bankr. N.D. Ill. Case No. 09-47930 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/ilnb09-47930.pdf In Re Al Muehlberger Concrete Construction, Inc. Bankr. Kan. Case No. 09-24206 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/ksb09-24206p.pdf See http://bankrupt.com/misc/ksb09-24206c.pdf In Re Brown Drake Development Bankr. W.D. Mich. Case No. 09-90923 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/miwb09-90923.pdf In Re Rebedon, Inc. dba Gust Asp Party Store Bankr. W.D. Mich. Case No. 09-90924 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/miwb09-90924.pdf In Re Duluth Management, Inc. dba Shenanigan's Fine Wines dba Shenanigan's Liquors dba Shenanigan's Wine & Spirits Bankr. Minn. Case No. 09-38892 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/mnb09-38892.pdf In Re KC Smokestack BBQ, Inc., a Missouri Corp. Bankr. W.D. Mo. Case No. 09-46208 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/mowb09-46208.pdf In Re Robert Thaddeus Madej Diana Yvonne Madej Bankr. Neb. Case No. 09-83393 Chapter 11 Petition Filed December 18, 2009 Filed As Pro Se In Re Aerotech Services Inc. Bankr. Nev. Case No. 09-54509 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/nvb09-54509.pdf In Re Jose Sanchez-Balcazar Maria Sanchez Bankr. Nev. Case No. 09-33704 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/nvb09-33704.pdf In Re Tiger Truck Manufacturing, LLC aka Tiger Truck, LLC Bankr. E.D. Okla. Case No. 09-82204 Chapter 11 Petition Filed December 18, 2009 Filed As Pro Se In Re Hobart Blake Hansard Jackie Latham Hansard Bankr. S.C. Case No. 09-09440 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/scb09-09440.pdf In Re Ronald Luther Cansler dba Bud's Auto Service Peggy Elizabeth Cansler Bankr. E.D. Tenn. Case No. 09-18132 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/tneb09-18132.pdf In Re Cafe Luna Bankr. E.D. Wis. Case No. 09-37991 Chapter 11 Petition filed December 18, 2009 See http://bankrupt.com/misc/wieb09-37991.pdf In Re Roy Kenneth Battson aka Ken Battson aka Roy Battson Bankr. Wyo. Case No. 09-21276 Chapter 11 Petition Filed December 18, 2009 Filed As Pro Se In Re Gerry A. Leones Lorizel C. Leones Bankr. N.D. Calif. Case No. 09-61158 Chapter 11 Petition filed December 19, 2009 See http://bankrupt.com/misc/canb09-61158.pdf In Re Kitchens By Wieland, Inc. Bankr. E.D. Pa. Case No. 09-23290 Chapter 11 Petition filed December 19, 2009 See http://bankrupt.com/misc/paeb09-23290p.pdf In Re Barbara Teesha Schulz aka Teesha Schulz Bankr. Ariz. Case No. 09-32829 Chapter 11 Petition filed December 20, 2009 See http://bankrupt.com/misc/azb09-32829.pdf In Re ABH LLC 1 Bankr. Del. Case No. 09-14485 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/deb09-14485.pdf In Re ABH LLC 2 Bankr. Del. Case No. 09-14486 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/deb09-14486.pdf In Re Taverna LLC Bankr. N.D. Ga. Case No. 09-93491 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/ganb09-93491.pdf In Re Shiv Krupa LLC aka Jayantilal D Patel-Galel aka Jayanti D Galel aka Lilavatei J Patel Bankr. Kan. Case No. 09-14202 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/ksb09-14202.pdf In Re Flores Nationwide Investments, Inc. Bankr. Minn. Case No. 09-38928 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/mnb09-38928.pdf In Re Hylander Education LLC Bankr. Nev. Case No. 09-33736 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/nvb09-33736.pdf In Re Sutter Street Investments, LLC dba Sheri's Cabaret Bankr. Nev. Case No. 09-33762 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/nvb09-33762.pdf In Re 7940 Jericho Turnpike Corp dba Speranza Food Studio Bankr. E.D. N.Y. Case No. 09-79743 Chapter 11 Petition Filed December 21, 2009 Filed As Pro Se In Re MG Coffee, Inc. dba Coffee Contigo Bankr. S.D. Texas Case No. 09-39637 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/txsb09-39637.pdf In Re VADA Group, Ltd dba Hooligan's Bar & Grill Bankr. W.D. Texas Case No. 09-54988 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/txwb09-54988.pdf In Re Northern Virginia M.R.I., JV Bankr. E.D. Va. Case No. 09-20360 Chapter 11 Petition filed December 21, 2009 See http://bankrupt.com/misc/vaeb09-20360.pdf In Re Proaction Network, LLC Bankr. Ariz. Case No. 09-33071 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/azb09-33071.pdf In Re Ali Kobaissi Bankr. C.D. Calif. Case No. 09-46218 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/cacb09-46218.pdf In Re Maria Gallardo Bankr. C.D. Calif. Case No. 09-46284 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/cacb09-46284.pdf In Re SCE Gaskets, Inc. Bankr. C.D. Calif. Case No. 09-27294 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/cacb09-27294.pdf In Re Team KC, Inc. Bankr. Kan. Case No. 09-24233 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/ksb09-24233.pdf In Re Tornado Pizza, LLC Bankr. Kan. Case No. 09-24232 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/ksb09-24232.pdf In Re Arnold Nelson Gilmer, Jr. Bankr. Md. Case No. 09-35018 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/mdb09-35018.pdf In Re 953 E. Sahara, L.P. Bankr. Nev. Case No. 09-33852 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/nvb09-33852.pdf In Re Yuco, LLC Bankr. Nev. Case No. 09-33808 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/nvb09-33808.pdf In Re Connolly Properties, Inc. Bankr. N.J. Case No. 09-44498 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/njb09-44498.pdf In Re 304 Washington Ave, Inc. Bankr. E.D. N.Y. Case No. 09-51313 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/nyeb09-51313.pdf In Re Chefs Diet Acquisition Corp. Bankr. S.D. N.Y. Case No. 09-24392 Chapter 11 Petition Filed December 22, 2009 Filed As Pro Se In Re Ronald Allen Cillian Bankr. N.D. Ohio Case No. 09-22053 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/ohnb09-22053.pdf In Re Adelin Pirollo Bankr. W.D. Pa. Case No. 09-29362 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/pawb09-29362.pdf In Re SCSG, Inc. dba Sports City Sporting Goods Bankr. N.D. Texas Case No. 09-48059 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/txnb09-48059.pdf In Re Sync Point Post, LLC Bankr. N.D. Texas Case No. 09-38657 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/txnb09-38657.pdf In Re Haymarket Transportation, Inc. Bankr. E.D. Va. Case No. 09-20389 Chapter 11 Petition filed December 22, 2009 See http://bankrupt.com/misc/vaeb09-20389.pdf In Re Michael W. Mann Anne V. Mann Bankr. Ariz. Case No. 09-33118 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/azb09-33118.pdf In Re Circle T Trucking, Ltd. Bankr. E.D. Ark. Case No. 09-19353 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/areb09-19353.pdf In Re Thomas E. Stoltman Shelley A. Stoltman aka Thompson Bankr. C.D. Calif. Case No. 09-15399 Chapter 11 Petition Filed December 23, 2009 Filed As Pro Se In Re Tomblin & Associates, a California General Partnership aka Gibraltar Ave. Properties aka Truro Ave. Properties aka Pepper Ave. Properties III aka Villa St. Properties I aka 99th St. Properties II aka Villa St. Properties II aka 227th St. Properties II aka Glen Ave. Properties aka 8th Ave. Properties aka Lake Hughes Properties II aka Lake Hughes Properties I aka Lenox Ave. Properties aka Pepper Ave. Properties II aka Lake Hughes Properties III aka 99th St. Properties I aka 227th St. Properties I Bankr. C.D. Calif. Case No. 09-46405 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/cacb09-46405.pdf In Re Charles Leanthers Coffey Bankr. N.D. Calif. Case No. 09-72280 Chapter 11 Petition Filed December 23, 2009 Filed As Pro Se In Re Bartholomew Trucking, Inc. Bankr. S.D. Calif. Case No. 09-19677 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/casb09-19677.pdf In Re Bundy Trucking, Inc. Bankr. S.D. Calif. Case No. 09-19671 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/casb09-19671.pdf See http://bankrupt.com/misc/paeb09-23290c.pdf In Re Live Data Group, Inc. Bankr. S.D. Fla. Case No. 09-38476 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/flsb09-38476.pdf In Re Benjamin W. Weaver Brooke S. Weaver Bankr. Kan. Case No. 09-14241 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/ksb09-14241p.pdf See http://bankrupt.com/misc/ksb09-14241c.pdf In Re Hydro Tec Marine Performance, Inc. Bankr. W.D. Mo. Case No. 09-62916 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/mowb09-62916.pdf In Re Carolina Commons Development Group, LP dba Carolina Commons Development Group, LP Bankr. E.D. N.C. Case No. 09-11230 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/nceb09-11230.pdf In Re Magtat Corporation Bankr. W.D. Pa. Case No. 09-29416 Chapter 11 Petition filed December 24, 2009 See http://bankrupt.com/misc/pawb09-29416p.pdf See http://bankrupt.com/misc/pawb09-29416c.pdf In Re Blaine C. Smith dba Blaine Smith Construction Donna K. Smith Bankr. M.D. Tenn. Case No. 09-14640 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/tnmb09-14640.pdf In Re Nilesh Enterprises, Inc. Bankr. W.D. Texas Case No. 09-55023 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/txwb09-55023.pdf In Re Thyme Matters, Inc. Bankr. W.D. Texas Case No. 09-32851 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/txwb09-32851.pdf In Re EDH Properties, LLC Bankr. Wyo. Case No. 09-21299 Chapter 11 Petition filed December 23, 2009 See http://bankrupt.com/misc/wyb09-21299.pdf In Re Clickandlist Realty, Inc. aka click and list aka First Choice Financial Bankr. C.D. Calif. Case No. 09-27450 Chapter 11 Petition filed December 24, 2009 See http://bankrupt.com/misc/cacb09-27450.pdf In Re Ocean Development 1, LLC Bankr. S.D. Fla. Case No. 09-38535 Chapter 11 Petition filed December 24, 2009 See http://bankrupt.com/misc/flsb09-38535.pdf In Re Plaza Mexico Inc. dba Mama Mexico Bankr. S.D. N.Y. Case No. 09-17574 Chapter 11 Petition filed December 24, 2009 See http://bankrupt.com/misc/nysb09-17574.pdf In Re RLN Realty Corp Bankr. S.D. N.Y. Case No. 09-24417 Chapter 11 Petition filed December 24, 2009 See http://bankrupt.com/misc/nysb09-24417.pdf In Re Paint Rock Turf, LLC Bankr. N.D. Ala. Case No. 09-43778 Chapter 11 Petition filed December 26, 2009 See http://bankrupt.com/misc/alnb09-43778.pdf In Re Lou's Tivoli Gardens Inc. Bankr. Ariz. Case No. 09-33376 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/azb09-33376.pdf In Re Corrine Elaine Cushing aka Corrine Cushing aka Corrine E Cushing Bankr. C.D. Calif. Case No. 09-27495 Chapter 11 Petition Filed December 28, 2009 Filed As Pro Se In Re RAD A, LLC. Bankr. M.D. Fla. Case No. 09-19689 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/flmb09-19689.pdf In Re Timberwolf Organics, Inc. Bankr. M.D. Fla. Case No. 09-19701 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/flmb09-19701.pdf In Re Central Illinois Taxi, Inc. Bankr. S.D. Ill. Case No. 09-33410 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/ilsb09-33410.pdf In Re Misha, LLC Bankr. Nev Case No. 09-34133 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/nvb09-34133.pdf In Re JD Fitness Management, Inc. dba Excelsior Athletic Club dba Excelsior Club Bankr. S.D. N.Y. Case No. 09-17575 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/nysb09-17575.pdf In Re Megafit, Corp. dba Excelsior Athletic Club dba Excelsior Club Bankr. S.D. N.Y. Case No. 09-17577 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/nysb09-17577.pdf In Re Zisco Restaurant LLC dba Highland Park Diner Bankr. W.D. N.Y. Case No. 09-23380 Chapter 11 Petition filed December 28, 2009 See http://bankrupt.com/misc/nywb09-23380.pdf In Re Admiral Kitchens LLC Bankr. E.D. Pa. Case No. 09-19913 Chapter 11 Petition Filed December 28, 2009 Filed As Pro Se In Re Hopeland Holdings, LLC Bankr. C.D. Calif. Case No. 09-46753 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/cacb09-46753.pdf In Re David James Hair Studio Bankr. Colo. Case No. 09-37603 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/cob09-37603.pdf In Re Level 1, Inc. dba Spice Modern Steakhouse Bankr. M.D. Fla. Case No. 09-19770 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/flmb09-19770.pdf In Re Exit 218 Bar & Grille, LLC aka Bay 218, LLC aka Exit 218 Bar Grille, LLC Bankr. N.D. Ga. Case No. 09-94018 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/ganb09-94018.pdf In Re Jacob Holdings, Inc. dba Mattress King Bankr. N.D. Ga. Case No. 09-94015 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/ganb09-94015.pdf In Re 5800 S. Michigan, LLC Bankr. N.D. Ill. Case No. 09-49031 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/ilnb09-49031.pdf In Re 7000 S. Parnell, LLC Bankr. N.D. Ill. Case No. 09-49033 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/ilnb09-49033.pdf In Re Ada/Throop, LLC Bankr. N.D. Ill. Case No. 09-49039 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/ilnb09-49039.pdf In Re Brown's Chicken & Pasta, Inc. Bankr. N.D. Ill. Case No. 09-49094 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/ilnb09-49094.pdf In Re Ronald K. Jessup, II Gay F. Jessup Bankr. E.D. N.C. Case No. 09-11329 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/nceb09-11329.pdf In Re Kennedy Plaza Associates, LLC Bankr. R.I. Case No. 09-14966 Chapter 11 Petition Filed December 29, 2009 Filed As Pro Se In Re P.B. Empire, Inc. Bankr. S.D.N.Y. Case No. 09-17594 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/nysb09-17594.pdf In Re Tecton Cafe Inc. dba Estancia 460 Bankr. S.D. N.Y. Case No. 09-17595 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/nysb09-17595.pdf In Re Harrell Signs, Inc. Bankr. E.D. Va. Case No. 09-75380 Chapter 11 Petition filed December 29, 2009 See http://bankrupt.com/misc/vaeb09-75380.pdf In Re Petru Pop Maria Pop aka Maria Prejban Bankr. Ariz. Case No. 09-33666 Chapter 11 Petition filed December 30, 2009 See http://bankrupt.com/misc/azb09-33666.pdf In Re Nancy Jean Wandlass Bankr. N.D. Calif. Case No. 09-34146 Chapter 11 Petition Filed December 30, 2009 Filed As Pro Se In Re Parliament Coach Corporation Bankr. M.D. Fla. Case No. 09-29617 Chapter 11 Petition filed December 30, 2009 See http://bankrupt.com/misc/flmb09-29617.pdf In Re Applewood Properties, Inc. Bankr. Mass. Case No. 09-45548 Chapter 11 Petition filed December 30, 2009 See http://bankrupt.com/misc/mab09-45548.pdf In Re Third Ave. & St. Mark's, Inc. dba Continental Bankr. S.D. N.Y. Case No. 09-17623 Chapter 11 Petition filed December 30, 2009 See http://bankrupt.com/misc/nysb09-17623.pdf In Re Southeastern Materials, Inc. Bankr. M.D. N.C. Case No. 09-52606 Chapter 11 Petition filed December 30, 2009 See http://bankrupt.com/misc/ncmb09-52606.pdf In Re Echols Electronics Inc. Bankr. E.D. Pa. Case No. 09-19997 Chapter 11 Petition Filed December 30, 2009 Filed As Pro Se In Re B & D Concrete, Inc. Bankr. Ariz. Case No. 09-33953 Chapter 11 Petition filed December 31, 2009 See http://bankrupt.com/misc/azb09-33953.pdf In Re Stevie L. Steelman, Jr. Maryann Steelman Bankr. Ariz. Case No. 09-33964 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/azb09-33964.pdf In Re Stevie L. Steelman, Sr. Cheryl L. Steelman Bankr. Ariz. Case No. 09-33965 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/azb09-33965.pdf In Re Randall Wayne Ferneau Roberta Ann Ferneau Bankr. C.D. Calif. Case No. 09-24610 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/cacb09-24610.pdf In Re Evan Kaplan Bankr. S.D. Fla. Case No. 09-39031 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/flsb09-39031.pdf In Re Lake Oconee Discount Beverage, LLC dba Beverage Warehouse Bankr. M.D. Ga. Case No. 09-54279 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/gamb09-54279.pdf In Re Graphic Ventures, Inc. Bankr. N.D. Ga. Case No. 09-94238 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/ganb09-94238.pdf In Re Roos XXXII, Inc. dba Mattress King Bankr. N.D. Ga. Case No. 09-94191 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/ganb09-94191.pdf In Re Sweet Auburn Bistro, LLC Bankr. N.D. Ga. Case No. 09-94317 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/ganb09-94317.pdf In Re JAJ Vitella, Inc. Bankr. N.J. Case No. 09-45338 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/njb09-45338.pdf In Re Timothy James Jessen Bankr. E.D. Tenn. Case No. 09-18356 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/tneb09-18356.pdf In Re Guess Transport Inc. Bankr. W.D. Wis. Case No. 09-18826 Chapter 11 Petition Filed December 31, 2009 See http://bankrupt.com/misc/wiwb09-18826.pdf In Re Ambulatory Health Centers, Inc., a California corporation dba Eastbluff Wellness and Walkin Center Bankr. C.D. Calif. Case No. 8-10-10001 Chapter 11 Petition Filed January 1, 2010 See http://bankrupt.com/misc/cacb8-10-10001.pdf In Re Russell W. Bramy fdba Black Dog Realty Bankr. C.D. Calif. Case No. 6-10-10001 Chapter 11 Petition Filed January 1, 2010 See http://bankrupt.com/misc/cacb6-10-10001.pdf In Re Amish Sureshchandra Purohit Marisha Amish Purohit Bankr. Ariz. Case No. 10-00006 Chapter 11 Petition Filed January 2, 2010 See http://bankrupt.com/misc/azb10-00006.pdf In Re Hudson Financial Center, Inc. Bankr. N.D. Ga. Case No. 10-60080 Chapter 11 Petition Filed January 2, 2010 See http://bankrupt.com/misc/ganb10-60080.pdf In Re Kenneth Michael Lipton Bankr. C.D. Calif. Case No. 10-10023 Chapter 11 Petition Filed January 3, 2010 See http://bankrupt.com/misc/cacb10-10023.pdf In Re Painter's Mill Grille, LLC dba Cibo Bar & Grille Bankr. Md. Case No. 10-10026 Chapter 11 Petition Filed January 3, 2010 See http://bankrupt.com/misc/mdb10-10026.pdf In Re 162 East Rancho Grande, LLC Bankr. Ariz. Case No. 10-00010 Chapter 11 Petition Filed January 3, 2010 See http://bankrupt.com/misc/azb10-00010.pdf In Re 292 East Rancho Grande LLC Bankr. Ariz. Case No. 10-00009 Chapter 11 Petition Filed January 3, 2010 See http://bankrupt.com/misc/azb10-00009.pdf In Re Rolin's Tire Service, Inc. Bankr. S.D. Ala. Case No. 10-00007 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/alsb10-00007.pdf In Re John W. Beck, Jr. Bankr. Ariz. Case No. 10-00086 Chapter 11 Petition filed January 4, 2010 See http://bankrupt.com/misc/azb10-00086p.pdf See http://bankrupt.com/misc/paeb09-23290c.pdf In Re Juan M. Monroy Lidia Monroy Bankr. Ariz. Case No. 10-00096 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/azb10-00096.pdf In Re Regal Manor Townhouses c/o NSC Management Services Bankr. Ariz. Case No. 10-00028 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/azb10-00028.pdf In Re 2317 Frederic LLC & Kevin & Anne Barnes Tenants in Common Bankr. C.D. Calif. Case No. 10-10031 Chapter 11 Petition Filed January 4, 2010 Filed As Pro Se In Re Edge Manufacturing Inc. Bankr. C.D. Calif. Case No. 10-10110 Chapter 11 Petition Filed January 4, 2010 Filed As Pro Se In Re Shanti Industries, Inc. Bankr. C.D. Calif. Case No. 10-10035 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/cacb10-10035.pdf In Re Bualai White Bankr. E.D. Calif. Case No. 10-20029 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/caeb10-20029.pdf In Re Karen Taylor Smith Bankr. S.D. Calif. Case No. 10-00064 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/casb10-00064.pdf In Re Christina C. Soler aka Christina Rhodes Lionel Soler Bankr. M.D. Fla. Case No. 10-00055 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flmb10-00055.pdf In Re Georgia Land Investments, LLC Bankr. M.D. Fla. Case No. 10-00027 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flmb10-00027.pdf In Re Ingrid Elaine Walcott Bankr. M.D. Fla. Case No. 10-00026 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flmb10-00026.pdf In Re PlanFirst Financial Solutions, Inc. Bankr. M.D. Fla. Case No. 10-00033 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flmb10-00033.pdf In Re PlanFirst Financial Solutions Marketing Corp. Bankr. M.D. Fla. Case No. 10-00035 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flmb10-00035.pdf In Re My Debt Solution Now, Inc. fka PlanFirst Debt Solutions, Inc. Bankr. M.D. Fla. Case No. 10-00036 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flmb10-00036.pdf In Re William I. Yanes Bankr. S.D. Fla. Case No. 10-10084 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/flsb10-10084.pdf In Re TIG Properties, LLP Bankr. N.D. Ga. Case No. 10-10033 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/ganb10-10033.pdf In Re Carl Alan VanderWeyden fka Carl Alan VanderWeijden aka Alan VanderWeyden Bankr. W.D. Mich. Case No. 10-00018 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/miwb10-00018.pdf In Re Jesus Gutierrez Elizabeth Gutierrez Bankr. Nev. Case No. 10-10025 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/nvb10-10025.pdf In Re C&P Carbide Company, Inc. Bankr. N.J. Case No. 10-10106 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/njb10-10106.pdf In Re Cornell Industries, Inc. Bankr. S.D. N.Y. Case No. 10-22005 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/nysb10-22005.pdf In Re No Joes of Millbrook, Inc. dba Copperfields Bankr. S.D. N.Y. Case No. 10-35005 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/nysb10-35005.pdf In Re Lee Quach Bankr. E.D. Pa. Case No. 10-10019 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/paeb10-10019.pdf In Re Eduardo Cardona Sierra Bankr. Puerto Rico Case No. 10-00014 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/prb10-00014.pdf In Re Villas Palmeras Funeral Inc. Bankr. Puerto Rico Case No. 10-00012 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/prb10-00012.pdf In Re Robert J. Wilson dba Defeated Creek Marina dba Wilson Properties Norma Sue Wilson dba Defeated Creek Marina dba Wilson Properties dba Tailor Maids 4-U Bankr. M.D. Tenn. Case No. 10-00003 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/tnmb10-00003.pdf In Re Acme Realty Plaza 64, Ltd. Bankr. E.D. Texas Case No. 10-40060 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txeb10-40060.pdf In Re HDM Financial Solutions Group LLC Bankr. N.D. Texas Case No. 10-40104 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txnb10-40104.pdf In Re Kings Landing Apartments II, LLC aka Cypress Chase Apartments Bankr. N.D. Texas Case No. 10-40100 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txnb10-40100.pdf In Re NYH Commons & Shop at the Commons LLC Bankr. N.D. Texas Case No. 10-40106 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txnb10-40106.pdf In Re Pioneer Austin East Development I, Ltd. Bankr. N.D. Texas Case No. 10-30177 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txnb10-30177.pdf In Re SGE Investments, Inc. Bankr. N.D. Texas Case No. 10-30154 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txnb10-30154.pdf In Re Corralejo, LLC Bankr. S.D. Texas Case No. 10-30187 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txsb10-30187.pdf In Re Entertainment 4 U LLC aka Tee's Bar and Lounge Bankr. S.D. Texas Case No. 10-30104 Chapter 11 Petition Filed January 4, 2010 Filed As Pro Se In Re Leni, Inc. dba Rosennberg Chevron Bankr. S.D. Texas Case No. 10-30168 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txsb10-30168.pdf In Re L&K Berry Enterprises, Inc. Bankr. S.D. Texas Case No. 10-30112 Chapter 11 Petition filed January 4, 2010 See http://bankrupt.com/misc/txsb10-30112p.pdf See http://bankrupt.com/misc/paeb09-23290c.pdf In Re BESM International, LLC Bankr. S.D. Texas Case No. 10-30165 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txsb10-30165.pdf In Re Donovan L. Thomas dba Lockhart Chiropractic Clinic dba Kyle Chiropractic Clinic dba Wellness Doctors.com fdba Monahans Chiropractic Clinic fdba Pecos Chiropractic Clinic fdba Ft. Stockton Chiropractic Clinic dba Central Texas Wellness Centers, LLC dba Lockhart Rehab and Wellness Bankr. W.D. Texas Case No. 10-50038 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txwb10-50038.pdf In Re Griffith Partners, LTD Bankr. W.D. Texas Case No. 10-10041 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/txwb10-10041.pdf In Re Thomas R. Veihdeffer Bankr. E.D. Va. Case No. 10-70013 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/vaeb10-70013.pdf In Re Souvenir City, Inc. Bankr. E.D. Va. Case No. 10-70015 Chapter 11 Petition Filed January 4, 2010 See http://bankrupt.com/misc/vaeb10-70015.pdf In Re Alpha Development, Inc. Bankr. N.D. W.Va. Case No. 10-00005 Chapter 11 Petition filed January 4, 2010 See http://bankrupt.com/misc/wvnb10-00005p.pdf See http://bankrupt.com/misc/paeb09-23290c.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. 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 ***