/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100112.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 12, 2010, Vol. 14, No. 11 Headlines 111/CAMINO REAL: Voluntary Chapter 11 Case Summary ABITIBIBOWATER INC: Proposes Cross-Border Claims Protocol ABITIBIBOWATER INC: Wachovia Wants In on Chapter 11 Plan ABITIBIBOWATER INC: $250MM ABH LLC Note Repayments Completed ACTIVECARE INC: Operating Losses Prompt Going Concern Doubt ADVANTA CORP: Decides to Liquidate Assets ALDA PHARMACEUTICALS: Incurs C$1.2 Million Net Loss in Fiscal 2009 ALERIS INTERNATIONAL: Proposes Premium Financing Pact with AFCO ALERIS INTERNATIONAL: Plan Exclusivity Extended to June 7 ALERIS INTERNATIONAL: Proposes to Hire Financial Balloting Group ALLIS-CHALMERS ENERGY: Amends Investment Deal With Lime Rock AMERICAN INT'L: Geithner Cleared Over SEC Disclosure Issue ANTHRACITE CAPITAL: Did Not Pay Interest Due on Four Notes ARCH ALUMINUM: Has Sale and Loan Hearing this Week BEAZER HOMES: Fitch Assigns 'C/RR6' Rating on $50 Mil. Notes BEAZER HOMES: S&P Assigns 'CC' Rating on $50 Mil. Notes BERNARD KOSAR: Court Converts Case to Chapter 7 Liquidation BILL BARRETT: S&P Raises Rating on Unsecured Debt to 'BB-' BIONALYTICAL SYSTEMS: Delays Filing of Form 10-K for Fiscal 2009 BLUE HERON PAPER: Files List of 20 Largest Unsecured Creditors BLUE HERON PAPER: Sec. 341 Creditors Meeting Set for Feb. 2 BLUE HERON PAPER: Wants to Hire Vanden Bos as Special Counsel BLUE HERON PAPER: Wants to Hire Stoel Rives as Bankruptcy Counsel BROADWAY MASS ASSOCIATES: Files for Bankruptcy in Wilmington, Del. BRIAN GARBUTT: Sec. 341 Creditors Meeting Set for Feb. 8 BROADWAY MASS ASSOCIATES: Files for Bankruptcy in Wilmington, Del. CANWEST LIMITED: Moody's Downgrades Default Rating to 'D' CENTRAL METAL: Case Summary & 9 Largest Unsecured Creditors CHAMPION ENTERPRISES: Credit Suisse DIP Loan Gets Final Approval CHUGH SHOPPING: U.S. Trustee Unable to Appoint Creditors Committee CITIGROUP INC: John Deucth Won't Stand for Re-Election CITIGROUP INC: Peterson Leaves Japan Unit, Returns to NY Office CNS RESPONSE: Auditor Raises Going Concern Doubt COHARIE HOG: Court to Consider Continued Cash Collateral Use Today COMMERCIAL CAPITAL: Ch. 11 Trustee Taps Markus Williams as Counsel CORBIN PARK: Status Hearing Set for January 22 CORD BLOOD: Compensatory Arrangement of Certain Officers CROWN CASTLE: S&P Downgrades Rating on Unsecured Debt to 'B' DECODE GENETICS: Finds Factors Impacting Heart Acts Measurements DELPHI CORP: Magna to Buy Fuel Tank Unit DELPHI CORP: Michigan SISF Appeals Claim Denial DHILLON PROPERTIES: Sec. 341 Creditors Meeting Set for Feb. 1 EDISON FUNDING: Moody's Withdraws 'Ba3' Rating on Senior Debt EMERSON OVERLOOK: Sec. 341 Creditors Meeting Set for Feb. 11 ENERGY FUTURE: $500 Mil. Notes Issue Won't Affect Moody's Ratings ERICKSON RETIREMENT: NSC NFPs Object to Committee Discovery ESCADA AG: Court OKs Sale of U.S. Unit's Assets to HSBC Trustee ESTATE FINANCIAL: Court Establishes March 31 as Claims Bar Date FAYETTEVILLE MARKETFAIR: Has Until Jan. 19 to Use Cash Collateral FIRST MIDWEST: Fitch Puts Issuer Default Ratings on Negative Watch FORBES MEDI-TECH: Receives NASDAQ Suspension Notice FORWARD FOODS: Wins Plan Confirmation; Emigrant Keeps Control FREEDOM COMMUNICATIONS: Wants Plan Filing Extended Until March 30 GENMAR HOLDINGS: Platinum Equity Buys Key Assets for $70 Million GOOD TIMES: Hein Associates Raises Going Concern Doubt GRANT FOREST: Georgia-Pacific to Buy Plants for $400 Million GOODY'S LLC: To Have March 3 Plan Confirmation Hearing GREEKTOWN HOLDINGS: Panel Wants to Extend Edelman Work GREEKTOWN HOLDINGS: Papases Get Lift Stay to Notify on "Put" GREEKTOWN HOLDINGS: Proposes Isle of Capri as Gaming Advisor HAEMACURE CORP: Seeks Creditor Protection in U.S. and Canada HAIGHTS CROSS: Files for Chapter 11 with Prepackaged Plan HAIGHTS CROSS: Case Summary & 30 Largest Unsecured Creditors HARRAH'S ENT: Pennsylvania Table Game OK Has Neg. Credit Effects HARTMARX CORP: PBGC Protects Underfunded Pension Plan HAYES LEMMERZ: Appeals Ace Win in Insurance Spat HEALTHTRONICS INC: Moody's Withdraws 'B2' Corporate Family Rating HUMAN BEAN: Reopens Coffee Shops After Col. Department Seizure INLET SQUARE: Shuts Down 12 Cinemas as Regal Terminates Lease ICAHN ENTERPRISES: Moody's Affirms 'Ba3' Corporate Family Rating INTERNATIONAL ALUMINUM: Sec. 341 Creditors Meeting Set for Feb. 16 JOURNAL REGISTER: Names John Paton as Chief Executive Officer KPT ENTERPRISES: Asks for Court Approval to Use Cash Collateral KPT ENTERPRISES: Files Schedules of Assets & Liabilities KPT ENTERPRISES: Sec. 341 Creditors Meeting Set for Feb. 1 KPT ENTERPRISES: Taps Hodges Doughty as Bankruptcy Counsel LAS VEGAS SANDS: Penn. Table Game OK Has Pos. Credit Effects LEHMAN BROTHERS: Pickens' BP Capital Sells $42MM of Claims to RBS LENOX GROUP: Liquidating Plan Declared Effective LYONDELL CHEMICAL: Chemtura Wants to Join Objections to Claims LYONDELL CHEMICAL: Petrologistics Wants Lift Stay for Set-Off LYONDELL CHEMICAL: Solutia & Ascend File Administrative Claims LYTHGOE PROPERTIES: Wants to Employ Burr Pease as Bankr. Counsel MAGNA ENTERTAINMENT: MID Settles Creditors' Committee Lawsuit MERISANT WORLDWIDE: Emerges from Chapter 11 Bankruptcy MERUELO MADDUX: Plan Provides for 80% Payment for Unsecured Claims MESA AIR: Bankruptcy Triggers Default in $35MM Indentures MESA AIR: Has Interim Nod to Hire Epiq as Claims Agent MESA AIR: To Pay Prepetition Claims of Critical Vendors MIDWAY GAMES: Dewey Prevails in Fee Spat With Creditors MITEK SYSTEMS: Mayer Hoffman Raises Going Concern Doubt MOHEGAN TRIBAL: Pennsylvania Table Game OK Has Pos. Credit Effects MONTECITO AT MIRABEL: Files List of 5 Largest Unsecured Creditors MONTECITO AT MIRABEL: Sec. 341 Creditors Meeting Set for Feb. 2 MONTECITO AT MIRABEL: Taps Nussbaum & Gillis as Bankr. Counsel MOVIE GALLERY: Wants to Pay Incentives to Employees MPI AZALEA: Case Summary & 20 Largest Unsecured Creditors NATIONAL RETAIL: Fitch Downgrades Preferred Stock Rating to 'BB+' NEXMED INC: Plans to Submit NADAQ Listing Compliance Plan NORTEL NETWORKS: Gets Nod to Send 64 Client Contracts to Avaya NORTEL NETWORKS: Gets Nod for Side Agreement With Nortel China NORTEL NETWORKS: Has OK to Hire John Ray as Principal Officer NOVA HOLDING: Has Until March 1 to File Plan of Reorganization OPUS EAST: BoA Allowed to Foreclose on Office-Retail Building OPUS SOUTH: Gets March 18 Extension of Exclusive Periods OPUS WEST: Has Nod for SW 119 Settlement Agreement OTTER TAIL: To Raise About $12 Million Under Reorganization Plan OTTER TAIL: Posts $21.5 Million Net Loss in Fiscal 2009 PAETEC HOLDING: Launches 8-7/8% Senior Sec. Notes Offering PATRICK HACKETT: WiseBuys Owners Face Lawsuit Filed by University PENNSYLVANIA: Table Game OK May Hurt Atlantic City Gaming Revenues PENN TRAFFIC: Has $85-Mil. Deal to Sell All Assets to Tops Markets PENN TRAFFIC: Tops Markets Offering $85 Million PENN TRAFFIC: Creditors Panel Taps Abacus to Advise on Asset Sale PMP II LLC: Voluntary Chapter 11 Case Summary PNG VENTURES: Court Extends Chapter 11 Plan Filing Until March 8 PRIME GROUP REALTY: To Delist Series B Preferred Shares QHB HOLDINGS: Taps White & Case to Handle Reorganization Case READER'S DIGEST: Begins Filing Omnibus Claims Objections READER'S DIGEST: Has Deal to Resolve HCL Prepetition Cure Claim ROYAL BANK: Buys BP Capital's $42MM Claim in Lehman Brothers SINOENERGY CORP: Crowe Horwath Raises Going Concern Doubt SIX FLAGS: Banks Launch $830 Million Exit Financing SKI MARKET: Connecticut Atty. General Wants Gift Cards Honored SKI MARKET: AG Richard Blumenthal Wants to Honor Gift Cards STINSON PETROLEUM: Case Converted to Chapter 7 Liquidation SYNERGX SYSTEMS: Nussbaum Yates Raises Going Concern Doubt TAYLOR-WHARTON: Plan Confirmation Hearing Set for February 16 THORNBURG MORTGAGE: Trustee Fed Up With Lawyers' Fee Structure TLC VISION: Files Chapter 11 Plan of Reorganization TRIBUNE CO: Appoints Geoffrey Melick as SVP for Health TRIBUNE CO: ASM Capital Bought Claims in December TRIBUNE CO: Opts to Assume Syndicated Agreements With NBC TRIDENT RESOURCES: Wants Plan Filing Deadline Moved to May 6 TRUMP ENT: Pennsylvania Table Game OK Has Neg. Credit Effects VALUE CITY: PBGC to Cover $4.3 Million Shortfall in Benefit Plan VIKING SYSTEM: Inks Investment Deal With Dutchess Opportunity VINEYARD NATIONAL: Files Plan of Liquidation WASHINGTON MUTUAL: District Judge Delays Ruling on Assets Dispute WASHINGTON MUTUAL: U.S. Trustee Seeks List of Equityholders WASHINGTON MUTUAL: U.S. Trustee Sets Meeting to Form Equity Panel WHITE ENERGY: Chapter 11 Plan Facing Objections from Creditors YRC WORLDWIDE: Moody's Changes Default Rating to 'Caa2' * Mark Kindy Joins Alvarez & Marsal as Managing Director * Large Companies with Insolvent Balance Sheets ********* 111/CAMINO REAL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 111/Camino Real, LLC 5305 E. Second St., Suite 204 Long Beach, CA 90803 Bankruptcy Case No.: 10-10685 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Richard M. Neiter 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: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. ABITIBIBOWATER INC: Proposes Cross-Border Claims Protocol --------------------------------------------------------- AbitibiBowater Inc. and its debtor-affiliates ask Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware to approve a cross-border claims protocol, establishing procedures with respect to the review and reconciliation of claims filed against Debtors who also filed for protection under Canada's Companies' Creditors Arrangement Act. According to Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the Cross-Border Claims Protocol supplements the procedures that the Bankruptcy Court and the Superior Court Commercial Division for the District of Montreal in Quebec, Montreal, Canada, implement for the review and reconciliation of claims filed in either or both the Chapter 11 Cases and CCAA Proceedings of the Cross-Border AbitibiBowater Debtors. The Cross-Border Debtors are Bowater Canada Finance Corporation, Bowater Canadian Holdings Incorporated, AbitibiBowater Canada Inc., Bowater Canadian Forest Products Inc., Bowater Maritimes Inc., Bowater LaHave Corporation and Bowater Canadian Limited. Mr. Greecher contends that the Cross-Border Claims Protocol is appropriate in the Debtors' cases where multiple affiliated debtors commenced plenary insolvency proceedings, because it will promote the efficient and effective administration of the Chapter 11 cases with the CCAA Proceeding, Mr. Greecher tells Judge Carey. Terms of the Cross-Border Protocol Mr. Greecher emphasizes that the Cross-Border Claims Protocol is a product of the extensive negotiations Ernst & Young, Inc., the Court-appointed monitor in the Canadian proceedings of the CCAA Applicants, the Debtors' and Applicants' counsel, the Official Committee of Unsecured Creditors, and the U.S. and Canadian financial advisors and counsel participated in. The Cross-Border Claims Protocol is based on these guiding principles: (1) Absent objections and subject to the Creditors' Committee's review, the CCAA Applicants and the Monitor will review all claims against the Cross-Border Debtors, which will be deemed allowed in both Insolvency Proceedings. (2) If a creditor of a Cross-Border Debtor objects to the determination of its claim under the CCAA Proceeding, the Canadian Court will decide which Court will determine the objection. However, prior to the determination, the creditor, the Monitor or Cross-Border Debtors may request a joint hearing to determine the Objection. (3) The Creditors' Committee has certain additional review and objection rights. Notably, the Monitor must consult with the Committee prior to the implementation of any treatment of any claim against a Cross-Border Debtor in excess of C$100,000 by communicating its intended treatment of the claim, along with supporting documentation, to the Committee. If the Committee objects to the proposed treatment of the Claim, the Monitor or the Cross-Border Debtors will seek a joint hearing on the matter. The Monitor will provide the Committee with a copy of any Duplicate Claim in excess of C$1,000,000, along with its recommendation of the intended treatment of the Claim under the CCAA Proceeding. The Monitor will not accept, amend, or disallow the relevant Duplicate Claim in the Canadian Proceeding while the Committee is reviewing it, or while an objection remains pending. The key terms of the Cross-Border Claims Protocol implement these mechanics, subject to certain exception: * Claims filed against the Canadian Debtors only will be subject to the procedures for allowance or disallowance of claims established by the Canadian Court and will be determined in the Canadian Proceeding. * Claims filed against the U.S. Debtors only will be subject to allowance or disallowance of claims in the U.S. Proceedings and will be determined by the U.S. Bankruptcy Court. * For Claims filed against the Cross-Border Debtors in the CCAA Proceedings and the Chapter 11 Cases: -- the Monitor, together with the Canadian Debtors, will review each proof of claim, and the Canadian Court's order will govern the allowance or disallowance of that Claim; and -- any Claim will be determined in accordance with the Canadian Claims Order in both the Chapter 11 Cases and the Canadian Proceeding if the Monitor accepts, amends or disallows that Claim and no objection is filed. Pursuant to the Claims Protocol, the Monitor will not accept, amend or disallow any Claim (i) filed against the Cross-Border Debtors for an amount in excess of C$100,000, or a Threshold Claim, and (ii) which has been filed by or on behalf of any of the Canadian Debtor or the U.S. Debtors against any of the Cross- Border Debtors, unless the Monitor has consulted with the Creditors' Committee concerning the Claim. The Monitor will provide the Committee with a Threshold Claim Notice, embodying the intended acceptance, amendment or disallowance of the subject Threshold Claim, along with the Monitor's analysis and recommendation. In the case of a Threshold Claim in excess of C$1,000,000 filed against any CCAA Applicant, the Monitor will include in the Threshold Claim Notice a copy of any Duplicate Claim form. The Monitor may accept, amend or disallow any Threshold Claim if within 15 days after delivery of the Threshold Claim Notice, the Creditors' Committee has not provided the Monitor with its written objection to the proposed treatment of the claim. The Monitor may accept, amend or disallow any claim filed against the Cross-Border Debtors for less than C$100,000 without advance notice to the Creditors Committee. The Monitor, however, will provide the Committee with reports identifying those Claims at the earlier of either (i) a monthly basis, or (ii) at a time when the aggregate amount of the claims filed against the Cross-Border Debtors in any 30-day period exceeds C$5,000,000. The Cross-Border Claims Protocol will only become effective upon approval by both the U.S. Bankruptcy and the Canadian Courts. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Wachovia Wants In on Chapter 11 Plan -------------------------------------------------------- Wachovia Bank, National Association, as administrative agent under that certain Credit Agreement, dated as of May 31, 2006, and on behalf of itself and certain lenders, contends that as a key constituency, it must be given full participation in the development of a Chapter 11 plan in the Debtors' cases. Wachovia recognizes the Debtors' need for additional time to formulate and negotiate "a plan of reorganization that is acceptable to its key constituents." Thus, Wachovia supports the Debtors' request to further extend the period within which the Debtors may (a) file a Chapter 11 plan through April 15, 2010, and (b) solicit acceptances of that plan through June 11, 2010. The Debtors' Exclusive Plan Filing Period expired on December 15, 2009, while their current Exclusive Solicitation Period ends on February 10, 2010. Wachovia's support for the Debtors' Exclusivity extension request, however, "is predicated upon discussions with the Debtors whereby the Debtors have agreed to fully engage with Wachovia, among other key constituencies, in the plan process," Kelly M. Conlan, Esq., at Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, informs the Court, on behalf of Wachovia. Ms. Conlan points out that the Debtors have previously stated that they and their "advisors developed a complex Recovery Model in order to compute potential recoveries to creditors of each [Debtor] entity" and that their "intention is to complete the Recovery Model and have sign off from creditors' [sic] advisors in January [2010]." The Debtors further stated that their financial advisor, Blackstone Advisory Partners L.P., is preparing a valuation of AbitibiBowater Inc. and its multiple legal entities and expects to have meaningful plan discussions with advisors from the Official Committee of Unsecured Creditors and the Ad Hoc Bondholders Committee in January 2010. The Recovery Model and Blackstone's valuation analysis are to serve as the foundation for a value allocation model leading to a restructuring plan. While the Creditors and Bondholders Committees represent important constituencies in the Debtors' cases, other parties, including the Prepetition Lenders that are owed more than $272 million, also occupy positions of importance, Ms. Conlan emphasizes. "For there to be an expeditious, consensual plan of reorganization in these cases, Wachovia's full participation in the plan process is necessary," Ms. Conland contends, adding that documentation being shared with the Committees, including the Recovery Model and valuation documents must also be shared with Wachovia. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: $250MM ABH LLC Note Repayments Completed ------------------------------------------------------------ AbitibiBowater Inc. and its units informed the U.S. Bankruptcy Court and parties-in-interest that as of December 23, 2009, they have implemented and completed the transactions contemplating payment of AbitibiBowater US Holding LLC's loan of $250,000,000, as of the Petition Date, in principal amount and accrued interest to Abitibi-Consolidated Company of Canada, or the ABH LLC Note. Accordingly, AbitibiBowater, Inc., and AbitibiBowater U.S. Holding LLC, together with three newly formed limited liability companies -- (i) LLC1, as a wholly owned subsidiary of AbitibiBowater Inc., (ii) LLC Holdco, as the immediate parent of LLC1, and (iii) LLC2, as a wholly owned subsidiary of Abitibi- Consolidated Company of Canada -- engaged in a series of transactions necessary to effectuate the repayment of certain intercompany debt to address the potential $55.25 million Canadian withholding tax liability without affecting creditors' interests in their Chapter 11 Cases. As required to effectuate the Repayment Steps and the ABH LLC Note Repayment, the Bankruptcy Court allowed the Debtors and the Liability Companies, as applicable, to enter into the Support Agreement and the amended financing agreements that require the return and acceptance of replacement collateral, guarantees, and pledges. Pursuant to the Repayment Steps, each of ABH LLC1 and ABH Holding Company LLC filed for voluntary petition for relief under Chapter 11 of the Bankruptcy Code on December 21, 2009. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 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). ACTIVECARE INC: Operating Losses Prompt Going Concern Doubt ----------------------------------------------------------- Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed substantial doubt about ActiveCare, Inc.'s ability to continue as a going conern after auditing the Company's financial statements as of and for the years ended September 30, 2009, and 2008. The independent public accounting firm said that the Company has incurred operating losses and has an accumulated deficit. The Company reported a net loss of $2,416,363 on sales of $451,570 for the year ended September 30, 2009, compared with a net loss of $2,278,731 on sales of $608,024 for the year ended September 30, 2008. During fiscal year 2009, the Company had negative cash flows from operating activities of $1,121,554, compared to negative cash flows from operating activities of $1,247,092 in the year ended September 30, 2008. As of September 30, 2009, the Company's working capital deficit was $131,471 and it had an accumulated deficit of $5,057,151 and total stockholders' equity of $986,437. At September 30, 2009, the Company's balance sheet showed total assets of $2,073,704, total liabilities of $1,087,267, and total stockholders' equity of $986,437. A full-text copy of the Company's annual report is available for free at http://researcharchives.com/t/s?4d2e About ActiveCare Inc. ActiveCare, Inc., manufactures and sells medical diagnostic stains and equipment to laboratories throughout the United States. The company was formerly known as Volu-Sol Reagents Corp. and changed its name in July 2009. ActiveCare, Inc., was founded in 1998 and is based in Salt Lake City, Utah. ActiveCare, Inc., is a former subsidiary of Remote Mdx Inc. ADVANTA CORP: Decides to Liquidate Assets ----------------------------------------- Advanta Corp. (OTC: ADVBQ; ADVNQ) announced January 11 that consistent with the objectives of filing voluntary petitions for relief under chapter 11 of the U.S. Bankruptcy Code on November 8, 2009, its Board of Directors has authorized the related bankruptcy-filing debtor entities to liquidate their assets in order to maximize value for their stakeholders. Advanta Bank Corp. and Advanta Bank were not included in the bankruptcy filing and are therefore not Debtors. The Debtors intend to prepare a chapter 11 plan that will describe the liquidation of assets. As part of the plan to liquidate, the Company expects to create a liquidating trust or other entity or vehicle to hold certain assets that it may not be feasible or desirable to liquidate either now or in the future. The Company expects that there will be no distributions to the Company's preferred or common stockholders, nor continuing interest in the Company (or liquidating trust) on the part of the preferred or common stockholders, as a result of any plan that is approved by the Bankruptcy Court. About Advanta Corp. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. The Federal Deposit Insurance Corporation placed significant restrictions on the activities of Advanta Corp.'s Advanta Bank Corp. following financial woes by the banking unit. As of Sept. 30, 2009, the Company had $2,497,897,000 in assets against total liabilities of $2,465,936,000 but the figures included those of the banking units. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank. The petition says that Advanta Corp.'s assets totalled $363,000,000 while debts totalled $331,000,000 as of Sept. 30, 2009. ALDA PHARMACEUTICALS: Incurs C$1.2 Million Net Loss in Fiscal 2009 ------------------------------------------------------------------ ALDA Pharmaceuticals Corp. reported a net loss of C$1,183,009 on sales of C$282,261 for the year ended June 30, 2009, compared to a net loss of C$1,937,735 on sales of C$249,042 for the year ended June 30, 2008. The lower net loss for fiscal 2009 was largely due to lower non- cash stock based compensation expenses of C$336,838 during the 2009 fiscal year compared to C$903,565 during fiscal year 2008. At June 30, 2009, the Company's consolidated balance sheet showed C$1,782,098 in total assets, total liabilities of C$56,215, and total share capital of C$1,725,883. A full-text copy of the Company's Form 20-F is available at no charge at http://researcharchives.com/t/s?4d36 Going Concern Considerations The Company has no history of pre-tax profit and in the previous three years has had only limited annual revenues for each of the years it has been operating. At June 30, 2009, the Company had an accumulated deficit of C$5,724,535. The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. The Company may not be successful in generating revenues or raising capital in the future. Failure to generate revenues or raise capital could cause the Company to cease operations. About ALDA Pharmaceuticals Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp. (TSX-V: APH, OTC BB: APCSF) -- http://www.aldacorp.com/-- was established in order to develop and commercialize disinfectant products. During its first five years, Company's primary focus was on product development. In April, 2009, the Company completed a line of products that included T36(R) Disinfectant, T36(R) Antiseptic Hand Sanitizer and T36(R) Disinfectant Cleaner CONCENTRATE. ALERIS INTERNATIONAL: Proposes Premium Financing Pact with AFCO --------------------------------------------------------------- Aleris International, Inc., and its debtor affiliates seek the Court's authority to enter into an insurance premium financing agreement with AFCO Credit Corporation. The Debtors maintain a number of insurance programs for, among other things, automobile, aviation products, aircraft and related premises, commercial, crime, employed lawyers, fiduciary, pollution and remediation, property, punitive damages, umbrella, employers' directors' and officers' liabilities, and ocean cargo and war risks with various insurance carriers, to comply with applicable laws and regulations and to protect against various risks inherent in the operation of their business. Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells the Court that on December 16, 2009, the Debtors renewed 18 policies on directors' and officers' liabilities, criminal liability, and other risks. In connection with that renewal, the Debtors are obligated to pay $4,434,100 in premiums. The Debtors have previously financed large portions of premiums associated with their Insurance Programs in an effort to preserve liquidity and better manage its cash flow. The Debtors aver that continuing that particular business practice will enable them to preserve liquidity and best manage their cash flow during the pendency of their Chapter 11 cases. Under the term of the Financed Policies, the required premiums must be paid or near the beginning of the policy periods. In light of the magnitude of the required premiums, the Debtors determined that it would be prudent to conserve their liquidity by financing the premiums. Accordingly, the Debtors want to enter into the Premium Financing Agreement with AFCO. The salient terms of the AFCO Premium Financing Agreement are: Financed Amount : AFCO will finance $2,621,668 of the premiums under the Renewed Policies of the Debtors. Repayment: The Debtors will be obligated to repay the financed amount, plus a finance charge of $27,118, in seven monthly payments, which are scheduled to begin on January 9, 2010. Security: The Debtors' obligations to AFCO will be secured by: (1) all amounts payable under the PFA, including any and all unearned premiums and dividends that may become payable the Financed Policies; (2) loss payments that reduce the unearned premiums, subject to certain conditions; and (3) any interest in favor of the Debtors, which may arise under any state insurance guarantee fund related to the Financed Policies. Annual Percentage Rate: 3.095% Maturity: August 9, 2010 Default Charges: If the Debtors are late in the making an installment payment by more than the number of days specified by law, they will pay a delinquency charge not to exceed the maximum charge permitted by law. Cancellation: AFCO may cancel the insurance policies after giving any required statutory notice. Liens: AFCO is granted a security interest in all unearned premiums and dividends that may become payable under the insurance policies for whatever reason and loss payments that reduce the unearned premiums subject to any mortgagee or loss payee interests. The Debtors also grant to AFCO interest which may arise under any state insurance guarantee fund relating to any policy shown in the Schedule of Policies. Fee Charge: $27,118 Waiver/Limitation of Liability: AFCO's liability for breach of any of the PFA's terms or the wrongful exercise of any of its powers will be limited to the amount of the principal balance outstanding under the PFA except in the event of gross negligence or willful misconduct. Modification of the Automatic Stay: In the event the Debtors default on any of the terms of the PFA, AFCO may, without further modification of or relief from the automatic stay, cancel all insurance policies listed on the PFA or any amendments, and receive and apply all unearned insurance premiums to the Debtors' account. The Debtors informed the Court that they received an informal response from AFCO on January 4, 2010. According to the Debtors, they have reached agreement with AFCO to amend the Proposed Order approving the Motion and clarifying that the relief requested in the Motion applies to all of the Debtors. The Revised Proposed Order also includes a revised PFA. The only difference between the Original PFA from the Revised PFA is the inclusion of an Addendum A, a full-text copy of which is available for free at: http://bankrupt.com/misc/Aleris_PFA.pdf Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware grants the Debtors' request, as modified. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INTERNATIONAL: Plan Exclusivity Extended to June 7 --------------------------------------------------------- Judge Brendan Linnehan Shannon has extended Aleris International Inc. and its units' exclusive deadline to file a plan of reorganization through June 7, 2010, and their exclusive deadline to solicit acceptances of that plan through August 6, 2010. No objections were filed to the requested extension. Aleris said it needs additional time to nail down "a substantial investment of new capital" to underlay a plan that would allow "right-sizing" the capital structure. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INTERNATIONAL: Proposes to Hire Financial Balloting Group ---------------------------------------------------------------- Debtor Aleris International, Inc., seeks the Court's authority to hire Financial Balloting Group LLC as its special balloting agent, tabulator, and consultant in connection with its publicly held securities. The Debtor has selected FBG because of the firm's state-of-the- art mailing facility and tabulation system. The Debtor also notes that FBG is highly experienced in dealing with the various holders of public securities entitled to vote on any plan of reorganization proposed. Jane Sullivan, executive director of FBG, who will have the primary responsibility over Aleris matters, has over 25 years of experience in public securities solicitation and other transactions and has specialized in bankruptcy solicitations since 1991. Ms. Sullivan has worked on over 150 bankruptcy solicitations including Enron, Global Crossing, Lexington Precision Corporation, Pacific Gas and Electric, Silicon Graphics, Inc., and WorldCom. As special balloting agent, tabulator, and consultant, FBG will: (a) provide advice to Aleris and its counsel regarding all aspects of the plan vote, including timing issues, voting and tabulation procedures, and document needed for the vote; (b) review the voting portions of the disclosure statement and ballots, particularly as they may relate to beneficial o owners of securities held in street name; (c) work with Aleris to request appropriate information from The Depository Trust Company and the indenture trustees for the publicly held securities; (d) mail voting documents to any registered holders of bonds; (e) coordinate the distribution of voting documents to street name holders of voting securities by forwarding the appropriate documents to the banks and brokerage firms holding the securities, who in turn will forward those materials to beneficial owners for voting; (f) distribute copies of master ballots to the appropriate nominees so that firms may cast votes on behalf of beneficial owners; (g) prepare a certificate of service for filing with the Court; (h) handle requests for documents from parties-in-interest, including brokerage firm and bank back-offices and institutional holders; (i) respond to telephone inquiries from security holders regarding the disclosure statement and the voting procedures; (j) if requested to do so, make telephone calls to any known beneficial owners or registered holders of bonds to confirm receipt of plan documents and respond to questions about the voting procedures; (k) if requested to do so, establish a web site for posting of soliciting documents; (l) receive and examine all ballots and master ballots cast by holders of bonds, and date- and time- stamp the originals of all those ballots and master ballots upon receipt; (m) tabulate all ballots and master ballots received prior to the voting deadline in accordance with established procedures and prepare a vote certification for filing with the Court; and (n) undertake other duties as may be agreed upon by Aleris and FGB. Aleris proposes to pay FBG in accordance with these terms: * A $10,000 project fee plus an additional fee of $3,000 for each issue of public debt securities entitled to vote on any plan. * Estimated labor charges at $1.75 -$2.25 per voting package, depending on the complexity of the mailing, with a $700 minimum for each file. * A minimum charge of $125 per hour for the tabulation of ballots and master ballots, plus set up charges of $1,000 for each tabulation element to be tabulated. * If FBG is requested to establish a Web site, a hosting fee of $150 per month to post relevant documents to the FBG documents Web site, with an appropriate extension for this solicitation. * Consulting hours will be billed at FBG's standard hourly rates: Professional Rate/Hour ------------ -------- Executive Director $410 Vice President $360 Senior Case Manager $300 Case Manager $240 Case Analyst $190 Programmer II $195 Programmer I $165 Clerical $65 * Notice mailings to any registered record holders of securities and other individual parties would be charged as $0.50 -$0.65 per holder, for up to two paper notices included in the same envelope, with a $500 minimum. * Notice mailings to holders of public securities in street name for mailings other than solicitation documents would be $3,500. * Out-of-pocket expenses relating to any work undertaken will be charged separately and will include items as travel costs, postage, messengers and couriers etc. Ms. Sullivan assures the Court that her firm is a "disinterested person," as that term is defined under Section 101(14) of the Bankruptcy Code. The Debtors certified to the Court, on January 6, 2010, that no objections were filed against the FBG Employment Application. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALLIS-CHALMERS ENERGY: Amends Investment Deal With Lime Rock ------------------------------------------------------------ Allis-Chalmers Energy Inc. and Lime Rock Partners V, L.P. entered into a Third Amendment to their Investment Agreement, dated May 20, 2009. Pursuant to the Third Amendment, Lime Rock has agreed to designate their two remaining nominees to the Company's board of directors by July 16, 2010. A full-text copy of the amended investment agreement is available for free at http://ResearchArchives.com/t/s?4d32 About Allis-Chalmers Energy Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) -- http://www.alchenergy.com/-- is a multi-faceted oilfield services company. Allis-Chalmers provides services and equipment to oil and natural gas exploration and production companies, domestically primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas, offshore in the Gulf of Mexico, and internationally, primarily in Argentina, Brazil and Mexico. Allis-Chalmers provides directional drilling services, casing and tubing services, underbalanced drilling, production and workover services with coiled tubing units, rental of drill pipe and blow-out prevention equipment, and international drilling and workover services. At September 30, 2009, the Company's consolidated balance sheets showed $1.076 billion in total assets, $582 million in total liabilities, and $494 million in total shareholders' equity. * * * As reported by the Troubled Company Reporter on July 15, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective default). The outlook is negative. At the same time, S&P raised the issue-level rating on Allis-Chalmers' unsecured notes to 'B-' (the same as the corporate credit rating) from 'D'. S&P revised the recovery rating on this debt to '4' from '3' indicating expectations of average (30%-50%) recovery of principal in the event of a payment default. The TCR said July 9, 2009, Moody's Investors Service affirmed Allis-Chalmers' B3 Corporate Family Rating, changed its Probability of Default Rating to B3 from B3/LD, and upgraded its $225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017 to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%). The rating outlook is stable. AMERICAN INT'L: Geithner Cleared Over SEC Disclosure Issue ---------------------------------------------------------- Dow Jones Newswires' Michael R. Crittenden reports that Thomas Baxter Jr., general counsel at the Federal Reserve Bank of New York, said in a Friday letter to Rep. Darrell Issa (R, Calif.), ranking Republican on the House Committee on Oversight and Government Reform, that Treasury Secretary Timothy Geithner -- then New York Fed President -- was not involved in deliberations between the New York Fed and American International Group Inc. over what AIG should disclose in regulatory filings. According to Hugh Son at Bloomberg News, AIG said in a draft of a regulatory filing that it paid banks, which included Goldman Sachs Group Inc. and Societe Generale SA, 100 cents on the dollar for credit-default swaps they bought from the firm. Bloomberg relates the New York Fed crossed out the reference, according to e-mails obtained by Mr. Issa's office, and AIG excluded the language when the filing was made public on December 24, 2008. According to Dow Jones, AIG later had to amend its regulatory filings several times and provide the information after the Securities and Exchange Commission requested more disclosure. According to Dow Jones, Mr. Baxter said in his letter that the matters "were not brought to the attention of Mr. Geithner" because the general counsel felt it "did not warrant the attention" of the then head of the New York Fed. Dow Jones reports Mr. Issa said Mr. Baxter's letter provides an incomplete picture of the high-stakes negotiations between AIG and the New York Fed. In a statement released by his office, he said Mr. Baxter has been asked to meet with committee investigators. According to Dow Jones, the House Oversight panel, chaired by Rep. Edolphus Towns (D, N.Y.), is scheduled to hold a hearing on AIG later this month, to which Messrs. Geithner and Baxter have been invited to appear. About AIG Inc. 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. ANTHRACITE CAPITAL: Did Not Pay Interest Due on Four Notes ---------------------------------------------------------- Anthracite Capital, Inc. said it did not make interest payments due on date on its outstanding: * $18.75 million aggregate principal amount of 7.20% Senior Notes due 2016; * $7.5 million aggregate principal amount of 1.25% to 7.20% Senior Notes due 2016; * $43.75 million aggregate principal amount of 0.75% to 7.77% Junior Subordinated Notes due 2036; and * approximately $19 million aggregate principal amount of 0.75% to 7.77%-to-Floating Rate Junior Subordinated Notes due 2036 issued to Anthracite Capital Trust III in connection with $18.75 million aggregate liquidation amount of preferred securities issued by Trust III, which in turn did not make the scheduled dividend payment on the TruPS. Under the indenture governing the 7.20% notes, the failure to make an interest payment is subject to a 30-day cure period before constituting an event of default. The Company does not anticipate being able to cure the interest payment default within the 30-day period, and it is expected that an event of default will occur under the indenture governing the 7.20% notes. Under each of the indentures governing the restructured notes, the failure to make an interest payment is subject to a 3-day cure period before constituting an event of default. The Company failed to make the interest payments on the restructured notes within the 3-day period. As a result, an event of default occurred and is continuing under each of the indentures governing the restructured notes. While the events of default are continuing under the indentures governing the restructured notes, the trustee or the holders of at least 25% in aggregate principal amount of any of the outstanding restructured notes may, by a written notice to the Company, declare the principal amount of such notes to be immediately due and payable. To date, the Company has not received any such written notice of acceleration. About Anthracite Capital Anthracite Capital, Inc., is a specialty finance company focused on investments in high yield commercial real estate loans and related securities. Anthracite is externally managed by BlackRock Financial Management, Inc., which is a subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States with approximately $1.435 trillion in global assets under management at September 30, 2009. BlackRock Realty Advisors, Inc., another subsidiary of BlackRock, provides real estate equity and other real estate-related products and services in a variety of strategies to meet the needs of institutional investors. At September 30, 2009, the Company had $2,601,125,000 in total assets against $2,064,290,000 in total liabilities, $23,237,000 in 12% Series E-1 Cumulative Convertible Redeemable Preferred Stock, and $23,237,000 in 12% Series E-2 Cumulative Convertible Redeemable Preferred Stock, resulting in stockholders' equity of $490,361,000. ARCH ALUMINUM: Has Sale and Loan Hearing this Week -------------------------------------------------- Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing January 14 to consider approval of the sale of the assets of Arch Aluminum & Glass Co. Arch Aluminum is under contract to sell its assets to Arch Glass Acquisition Company, an affiliate of Grey Mountain Partners of Boulder, Colorado, for $62 million, absent higher and better bids at an auction on January 13. Competing bids were due January 8. Arch Aluminum has received interim approval on Jan. 8 to borrow $620,000. The bankruptcy judge will consider approval of the entire $4 million DIP financing on January 14. About Arch Aluminum Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka Trident Consolidated Industries, Arch, Inc., and Arch Tulsa Acquisition Co.; and dba Arch Mirror North, Arch Mirror South, Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass Products, and Arch Deco Glass -- was founded in 1978 by Robert Silverstein, as a small South Florida glass and metal distributor with a single truck. During the 1980's the Company opened fabrication facilities and additional distribution facilities in Florida and the Northeast. The Company provides a comprehensive line of products and services to more than 5,000 customers from 28 office, manufacturing and distribution facilities located in 19 states nationwide. The Company filed for Chapter 11 bankruptcy protection on November 25, 2009 (Bankr. S.D. Fla. Case No. 09-36232). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG Holdings, Inc. -- also filed separate Chapter 11 petition. Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A., assists the Debtors in their restructuring efforts. Schnader Harrison Segal & Lewis LLP is the Debtors' special counsel. Vincen J. Colistra at Phoenix Management Services is the Debtors' restructuring services provider. Michael Dillahunt and Piper Jaffrey & Co. is the Debtors' investment banker. BEAZER HOMES: Fitch Assigns 'C/RR6' Rating on $50 Mil. Notes ------------------------------------------------------------ Fitch Ratings expects to assign a 'C/RR6' rating to Beazer Homes USA, Inc.'s proposed offering of $50 million 7.5% mandatory convertible subordinated notes due 2013. The notes issuance will rank junior to all of the company's existing and future senior notes and will rank ahead of the company's $103 million junior subordinated notes. Concurrent with the notes offering, Beazer is also offering 19.5 million shares of its common stock at $4.60 per share. Proceeds from these offerings will be used to replenish funds used in connection with the redemption of its 2011 senior notes. Prior to the closing of the notes offering, the company intends to issue an irrevocable notice to redeem in full all of its outstanding 8 5/8% senior notes due May 15, 2011, which has an outstanding balance of $127.3 million. The redemption price for the notes will equal 100% of the outstanding principal plus accrued interest. Fitch has also affirmed these ratings: -- Issuer Default Rating at 'CCC'; -- Secured revolving credit facility at 'B+/RR1'; -- Second lien secured notes at 'B+/RR1'; -- Senior unsecured notes at 'CC/RR5'; -- Convertible senior notes at 'CC/RR5'; -- Junior subordinated debt at 'C/RR6'. The Rating Outlook has been revised to Stable from Negative. The Recovery Rating of 'RR6' on the proposed mandatory convertible subordinated notes and the existing junior subordinated notes indicates poor recovery prospects for holders of these debt issues in a default scenario. The 'RR1' on Beazer's secured credit revolving credit facility and second-lien secured notes indicates outstanding recovery prospects for holders of these debt issues. The 'RR5' on Beazer's senior unsecured notes indicates below- average recovery prospects for holders of these debt issues. Beazer's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debt holders. Fitch applied a liquidation value analysis for these RRs. The ratings for Beazer and the Outlook revision to Stable from Negative reflect the company's healthier liquidity position as well as improved prospects for the housing sector this year. The company ended its fiscal year (ended Sept. 30, 2009) with unrestricted cash of $507.3 million. The company also recently filed an application for a federal income tax refund of approximately $100 million as a result of the tax legislation enacted in November 2009. With the proposed redemption of the 2011 notes, Beazer will not have any major debt maturities until April 2012, when $304 million of senior notes become due. Various macro housing and related statistics appear to have bottomed at about mid-year 2009 and subsequently have moved forward in fits and starts. During the first 12-15 months from the bottom, the housing recovery may appear jaw-toothed as substantial foreclosures now in the pipeline present as distressed sales, and as meaningful new foreclosures arise from Alt-A and option adjustable-rate mortgage resets. After falling by 13.1% in 2008, existing home sales are projected to increase 4.6% 2009 and grow 6.5% in 2010. Fitch projects total housing starts to fall 40% and for single family housing starts to decline 30.6% in 2009. In 2010, total and single-family housing starts are projected to increase 14.8% and 18.6%, respectively. New single-family home sales are projected to drop 23.5% in 2009 and to grow 19.9% in 2010. Most recently, the company reported that net orders for its FY10 first quarter (ended Dec. 31) improved 37% and closings increased by 8% compared to last year. Beazer generated $93.8 million of cash flow from operations during fiscal year 2009, which included $172.5 million of tax refunds during the year. For all of fiscal 2010, Fitch expects Beazer to be cash flow negative, excluding the expected second-quarter tax refund of $101 million, as the company starts to rebuild its land position (through land purchases and development spending). Beazer amended its secured revolving credit facility in 2009 and reduced the size from $150 million to $22 million and the facility is now provided one lender. The amended facility will continue to provide for working capital and letter of credit needs collateralized by either cash or assets of the company. Beazer also entered into three stand-alone, cash-secured, letters of credit agreements with banks to maintain pre-existing letters of credit that had been outstanding under the $150 million revolver. Consistent with Fitch's comment on certain homebuilders' termination of revolving credit facilities, in the absence of a revolving credit line, a consistently higher level of cash and equivalents than was typical should be maintained on the balance sheet, especially in these still uncertain times. Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. BEAZER HOMES: S&P Assigns 'CC' Rating on $50 Mil. Notes ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CC' issue rating and its '6' recovery rating to Beazer Homes USA Inc.'s proposed $50 million 7.5% mandatory convertible subordinated notes due 2013. Beazer will use proceeds from the new notes, as well as a proposed $90 million equity offering, to redeem $127 million of senior notes due 2011, which the company can call at par. S&P also affirmed its 'CCC' corporate credit rating on Beazer and raised its issue rating on the company's senior unsecured notes to 'CC' from 'D' because, in S&P's view, the potential for selective defaults has diminished. S&P revised its outlook on the company to positive from negative to reflect an improving liquidity profile as well as its expectations for narrower operating losses in 2010. "S&P's ratings on Beazer continue to reflect weak demand for the company's homes, as well as the company's very highly leveraged capital structure," said Standard & Poor's credit analyst James Fielding. "That being said, the proposed transactions lessen near-term maturity risk, while the equity offering will modestly improve a small estimated cushion over a minimum tangible net worth covenant governing many of the company's senior unsecured notes." Liquidity and tangible net worth will further benefit from a $101 million tax refund that the company expects to receive during its second fiscal quarter ending March 31, 2010. The positive outlook acknowledges Beazer's improving liquidity profile, as well as S&P's expectations for narrower operating losses in the near term. S&P would raise its corporate credit rating on Beazer by one or more notches if its profitability continues to improve and if the company maintains or builds upon its current cash balance. Conversely, S&P would lower its rating if liquidity contracts materially, perhaps due to a second severe dip in the nation's housing markets or as a consequence of adverse legal decisions. Rating List Rating Assigned Beazer Homes USA Inc. $50 million 7.5% mandatory convertible sub note due 2013 CC Recovery rating 6 Ratings Raised Beazer Homes USA Inc. To From -- ---- Senior unsecured notes CC D Recovery rating 6 6 Rating Affirmed; Outlook Revised To Positive Beazer Homes USA Inc. To From -- ---- Corporate credit CCC/Positive/-- CCC/Negative/-- Ratings Affirmed Beazer Homes USA Inc. Senior secured (2nd lien) due 2017 CCC+ Recovery rating 2 BERNARD KOSAR: Court Converts Case to Chapter 7 Liquidation ----------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court in Florida (i) converted the Chapter 11 case of Bernard Kosar to a Chapter 7 liquidation proceeding and (ii) appointed Robert C. Furr, as trustee to sell and distribute the proceeds to creditors, Bloomberg News reported. Bernard J. Kosar, Jr., is a former Cleveland Browns and University of Miami quarterback. He lives in the Fort Lauderdale suburb of Weston. Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr. S.D. Fla. Case No. 09-22371). Julianne R. Frank, Esq., represents Mr. Kosar. Mr. Kosar listed assets listed $9.2 million in assets and $18.9 million in debt. BILL BARRETT: S&P Raises Rating on Unsecured Debt to 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its issue- level rating on Bill Barrett Corp.'s unsecured debt to 'BB-' (the same as the corporate credit rating) from 'B+'. At the same time, Standard & Poor's revised the recovery rating on this debt to '4', indicating expectations of average (30%-50%) recovery in the event of a payment default, from a '5'. "These rating actions reflect a recent increase in the commitment under the company's unrated revolving credit facility to $592.8 million from $537.5 million as well as updated reserve values," said Standard & Poor's credit analyst Amy Eddy. The corporate credit rating on the company is 'BB-' and the outlook is stable. The ratings on Bill Barrett reflect the oil and gas exploration and production industry's highly capital intensive and cyclical nature; limited scale with significant concentration in the Rocky Mountain region, which generally results in lower price realizations; and S&P's view that U.S. natural gas prices are likely to remain weak in the near term. Ratings List Bill Barrett Corp. Corporate Credit Rating BB-/Stable/-- Revised Ratings To From --------------- -- ---- Senior unsecured debt BB- B+ Recovery rating 4 5 BIONALYTICAL SYSTEMS: Delays Filing of Form 10-K for Fiscal 2009 ---------------------------------------------------------------- In a regulatory filing, Bioanalytical Systems, Inc., discloses that it is unable to file its Form 10-K for the fiscal year ended September 30, 2009, within the prescribed time period without unreasonable effort and expense. Nevertheless, the Company anticipates completing such filing on or before the 15th calendar day following the prescribed due date. Results of operations for the fiscal year ended September 30, 2009, to be included in the Company's Annual Report on Form 10-K are expected to include a 23.8% decline in revenues to $31.8 million for the year ended September 30, 2009, from $41.7 million for the prior fiscal year. The Company also expects to report a decline in gross profit, from $15.3 million in fiscal 2008 to $7.6 million in fiscal 2009, an operating income of $2.8 million in fiscal 2008 to a loss of $4.6 million in fiscal 2009, and an increase in net loss from $1.5 million in fiscal 2008 to $5.5 million in fiscal 2009. Fiscal 2009 Third Quarter Results The Company reported a net loss of $632,000, or $0.13 per basic and diluted share for the third quarter ended June 30, 2009, compared to a net loss of $254,000, or $0.05 per basic and diluted share, for the third quarter of fiscal 2008. Included in the net loss for the fiscal 2009 third quarter was an impairment charge of $472,000 eliminating the goodwill of the Company's UK subsidiary. Results for the fiscal 2008 third quarter includes a loss from discontinued operations of the Company's Baltimore Clinical Pharmacology Research Unit in the amount of $661,000. A full-text copy of the Company's fiscal 2009 third quarter report is available at no charge at http://researcharchives.com/t/s?4d34 About Bioanalytical Systems Based in West Lafayette, Indiana, Bioanalytical Systems, Inc. -- http://www.BASInc.com/-- is a pharmaceutical development company providing contract research services and monitoring instruments to the world's leading drug development companies and medical research organizations. * * * The Company's existing revolving credit agreement with National City Bank expired on December 31, 2009. The Company has been informed by its independent registered public accounting firm that without replacement financing to satisfy the auditors' concerns regarding the Company's liquidity and debt covenant margins, their audit opinion will include an explanatory paragraph indicating substantial doubt about the Company's ability to continue as a going concern. BLUE HERON PAPER: Files List of 20 Largest Unsecured Creditors -------------------------------------------------------------- Blue Heron Paper Company has filed with the U.S. Bankruptcy Court for the District of Oregon a list of its 20 largest unsecured creditors. A full-text copy of the Debtor's list of creditors is available for free at http://bankrupt.com/misc/orb09-40921.pdf Oregon City, Oregon-based Blue Heron Paper Company filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ore. Case No. 09-40921). Brandy A. Sargent, Esq., and Robert J. Vanden Bos, Esq., who have offices in Portland, Oregon, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BLUE HERON PAPER: Sec. 341 Creditors Meeting Set for Feb. 2 ----------------------------------------------------------- The U.S. Trustee for Region 18 will convene a meeting of Blue Heron Paper Company's creditors on February 2, 2010, at 1:30 p.m. at US Trustee's Office, 620 SW Main Street, Room 223, Portland, OR 97205. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Oregon City, Oregon-based Blue Heron Paper Company filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ore. Case No. 09-40921). Brandy A. Sargent, Esq., and Robert J. Vanden Bos, Esq., who have offices in Portland, Oregon, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BLUE HERON PAPER: Wants to Hire Vanden Bos as Special Counsel ------------------------------------------------------------- Blue Heron Paper Company has sought permission from the U.S. Bankruptcy Court for the District of Oregon to employ Vanden Bos & Chapman, LLP, as special counsel. Vanden Bos will: (a) file the Debtor's motion to determine adequate assurance to Utility Companies, and handling any objections which may be filed to such motion; and (b) represent the Debtor's interest in matters directly affecting current clients of Stoel Rives LLP. Vanden Bos will be paid based on the hourly rates of its personnel: Robert J. Vanden Bos, Partner $440 Ann K. Chapman, Partner $395 Douglas R. Ricks, Associate $285 Michael A. Elson, Associate $240 Christopher N. Coyle, Associate $240 Legal Assistants $180 The Debtor assures the Court that Vanden Bos is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Oregon City, Oregon-based Blue Heron Paper Company filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ore. Case No. 09-40921). Brandy A. Sargent, Esq., and Robert J. Vanden Bos, Esq., who have offices in Portland, Oregon, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BLUE HERON PAPER: Wants to Hire Stoel Rives as Bankruptcy Counsel ----------------------------------------------------------------- Blue Heron Paper Company has sought permission from the U.S. Bankruptcy Court for the District of Oregon to employ Stoel Rives LLP as bankruptcy counsel. Stoel Rives will, among other things: a. take necessary action to protect and preserve Debtor's estate, including the prosecution of actions on Debtor's behalf; the defense of actions commenced against Debtor; negotiations concerning litigation in which Debtor is involved, and objections to claims filed against the estate; b. prepare on Debtor's behalf motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; c. negotiate and prepare on Debtor's behalf a plan of reorganization, disclosure statement, and all related agreements and/or documents, and take necessary action on Debtor's behalf to obtain confirmation of such plan; and d. represent Debtor in connection with obtaining financing, if any. The Debtor says that it will pay Stoel Rives based on the hourly rates of its personnel: David B. Levant, Partner $500 Brandy Sargent, Associate $375 Erin Eliasen, Associate $375 The Debtor believes that Stoel Rives is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Debtor has filed an application to employ Vanden Bos as co-counsel to Stoel Rives in these cases. As co-counsel, Stoel Rives and Vanden Bos are committed to minimizing any duplication of efforts between the firms. Oregon City, Oregon-based Blue Heron Paper Company filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ore. Case No. 09-40921). Brandy A. Sargent, Esq., and Robert J. Vanden Bos, Esq., who have offices in Portland, Oregon, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BROADWAY MASS ASSOCIATES: Files for Bankruptcy in Wilmington, Del. ------------------------------------------------------------------ Broadway 401 LLC, Broadway Mass Associates LLC and Broadway Mass TIC I LLC -- related entities that developed two adjoining buildings in Washington, D.C. -- have commenced prepackaged bankruptcy cases before the U.S. Bankruptcy Court for the District of Delaware. NetDockets relates Broadway 401 LLC, Broadway Mass Associates LLC and Broadway Mass TIC I LLC, are owned by Lazar Muller, Samuel Weiss, Charles Herzka, David Weldler and the 1997 Neumann Family Trust. The Debtors acquired the property located at 401 Massachusetts Ave. and 425 Massachusetts Ave. between December 2004 and January 2006 for more than $47 million. Since that time, they've improved the properties with two 14-story residential towers containing 559 residential condominiums. The towers are known as "The Dumont" and are reportedly "vacant but essentially . . . complete and ready for occupancy." According to NetDockets, in January 2009, the Debtors' senior lenders filed a public notice of foreclosure sale of both properties and began attempting to find a purchaser. In the spring of 2009, the lenders received preliminary bids for both buildings ranging between $90-133 million. The lenders then sought bids for the buildings separately and decided to accept an offer for 425 Mass. Ave. in the amount of $100 million. NetDockets says that purchaser sought to have the transaction consummated through a confirmed chapter 11 plan of reorganization. However, those discussions subsequently broke down and discussions with new acquirers have not been finalized. Nevertheless, the companies are proposing a prepackaged plan which provides for the conveyance of both properties to an affiliate of their senior lenders or a third-party purchaser in satisfaction of their senior debt pursuant to a global settlement between the debtors, their senior and mezzanine lenders and the guarantors of their obligations. BRIAN GARBUTT: Sec. 341 Creditors Meeting Set for Feb. 8 -------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Brian D. Garbutt's creditors on February 8, 2010, at 11:00 a.m. at Room 1- 159, 411 W Fourth Street, Santa Ana, CA 92701. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Newport Beach, California-based Brian D. Garbutt filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. C.D. Calif. Case No. 09-24606). Steven K. Kop, Esq., at the Law Offices of Steven K. Kop, assists the Company in its restructuring effort. The Company has assets of $10,012,900 and total debts of $4,700,500. BROADWAY MASS ASSOCIATES: Files for Bankruptcy in Wilmington, Del. ------------------------------------------------------------------ Broadway 401 LLC, Broadway Mass Associates LLC and Broadway Mass TIC I LLC -- related entities that developed two adjoining buildings in Washington, D.C. -- have commenced prepackaged bankruptcy cases before the U.S. Bankruptcy Court for the District of Delaware. NetDockets relates Broadway 401 LLC, Broadway Mass Associates LLC and Broadway Mass TIC I LLC, are owned by Lazar Muller, Samuel Weiss, Charles Herzka, David Weldler and the 1997 Neumann Family Trust. The Debtors acquired the property located at 401 Massachusetts Ave. and 425 Massachusetts Ave. between December 2004 and January 2006 for more than $47 million. Since that time, they've improved the properties with two 14-story residential towers containing 559 residential condominiums. The towers are known as "The Dumont" and are reportedly "vacant but essentially . . . complete and ready for occupancy." According to NetDockets, in January 2009, the Debtors' senior lenders filed a public notice of foreclosure sale of both properties and began attempting to find a purchaser. In the spring of 2009, the lenders received preliminary bids for both buildings ranging between $90-133 million. The lenders then sought bids for the buildings separately and decided to accept an offer for 425 Mass. Ave. in the amount of $100 million. NetDockets says that purchaser sought to have the transaction consummated through a confirmed chapter 11 plan of reorganization. However, those discussions subsequently broke down and discussions with new acquirers have not been finalized. Nevertheless, the companies are proposing a prepackaged plan which provides for the conveyance of both properties to an affiliate of their senior lenders or a third-party purchaser in satisfaction of their senior debt pursuant to a global settlement between the debtors, their senior and mezzanine lenders and the guarantors of their obligations. CANWEST LIMITED: Moody's Downgrades Default Rating to 'D' --------------------------------------------------------- Moody's Investors Service downgraded the probability of default rating for Canwest Limited Patnership to D in response to the company's announcement that it and certain key subsidiary companies had filed voluntary petitions for reorganization under the Companies' Creditors Arrangements Act. Expectations of an above-average recovery cause the corporate family rating to be upgraded to Caa3. Shortly following this rating action, Moody's will withdraw all of the relevant ratings. Rating Actions: Issuer: Canwest Limited Partnership -- Probability of Default Rating, Downgraded to D from Ca -- Corporate Family Rating, Upgraded to Caa3 from Ca -- Senior Secured Bank Credit Facility, Upgraded to Caa2 (LGD2, 16%) from Caa3 (LGD3, 30%) -- Senior Subordinated Regular Bond/Debenture, Upgraded to Ca (LGD4, 66%) from C (LGD5, 84%) Moody's most recent rating action concerning Canwest Limited Partnership was taken on June 5, 2009, at which time the company's probability of default rating was downgraded to Ca/LD as a consequence an interest/principal payment pursuant to its senior secured credit facility not having been paid prior to the expiration of the applicable cure period. Canwest Limited Partnership is a Winnipeg, Manitoba based newspaper publishing company that is wholly owned through Canwest Media Inc. by Canwest Global Communications Corp. (a publicly traded international media company with interests in broadcast television, publications, radio, specialty television channels, out-of-home advertising and interactive operations in Canada, Australia, Malaysia, Singapore, Indonesia, the United Kingdom and the United States). CENTRAL METAL: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Central Metal, Inc. 8201 Santa Fe Avenue Huntington Park, CA 90255 Bankruptcy Case No.: 10-10642 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Juliet Y. Oh, Esq. 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Email: jyo@lnbrb.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Jong Uk Byun, the company's president and chief executive officer. Debtor's List of 9 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sun Construction $2,200,000 26071 Hinckley Street Loma Linda, CA 92354 Bay City Trading $1,200,000 4051 Via Oro Long Beach, CA 90810 Zimex Logitech, Inc. $240,000 US Bank Credit card $21,639 American Express Credit card $3,001 Bank of America Credit card $2,002 American Express Credit card $513 American Express Credit card $408 US Bank Credit card $39 CHAMPION ENTERPRISES: Credit Suisse DIP Loan Gets Final Approval ---------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized Champion Enterprises, Inc., et al., to obtain secured financing from a syndicate of lenders led by Credit Suisse AG, Cayman Islands Branch, as administrative agent. The DIP lenders have committed to provide a senior secured first priority DIP facility comprising: a. up to $2 million synthetic letter of credit facility for new letters of credit; b. up to $38 million in principal amount of new money loans, of which up to $30,335,052 in principal amount will be advanced on the closing date and the remaining balance will be made available upon entry of the final order; and c. a dollar-for-dollar roll-up of up to $40 million in principal amount of outstanding prepetition loans and other credit extensions of the lenders under the prepetition credit agreement who fund the New Money Loans and DIP LCs, plus an additional principal amount equal to any amount of interest on the Roll-Up Loans that is paid in kind. The Debtors would use the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP facility will mature four and a half months from the petition date. The New Money Loan will be payable on the last business day at the end of each fiscal month at 10% plus adjusted LIBO Rate, or 9.00% plus the greatest of adjusted base rate from the time in effect or adjusted LIBO Rate. Participation Fees on the DIP LCs will accrue at a rate per annum equal to the sum of the Adjusted LIBO Rate for the relevant investments periods plus an applicable margin of 10.00%. Interest on the Roll-Up Loan will be payable on the last business day at the end of each fiscal month at 8.5% plus the adjusted LIBO Rate, or 7.50% plus the greatest of the adjusted base rate and adjusted LIBO Rate. In the event of default, the Debtors will pay an additional 2% default interest per annum in excess of the (i) the ABR Rate with respect to the New Money Loans and the synthetic deposits (DIP LCs) and (ii) the Roll-Up ABR Rate with respect to the Roll-Up Loans, except that the interest applicable to any Sterling Term Loan will be the Roll-Up Adjusted LIBO Rate. Upon the occurrence of the maturity date or the refinancing of the DIP Loan, each Lender will be entitled to receive an exit fee equal to the product of 0.25% and the then outstanding principal amount of the Lender's DIP Loan. The Debtors will pay upfront fees to (a) the administrative agent and the lead arranger, (b) the backstop lenders. Upon the closing of the DIP Credit Agreement, the Debtors will pay each lender under the prepetition credit agreement that consents to the transactions referred to herein a consent fee of 0.50% on the amount of the lender's outstanding loans and commitments under the prepetition credit agreement, a fee to be payable in kind by adding the amount to the principal amount of the lender's loans under the prepetition agreement. To secure all obligations of each Debtor and guarantor under the DIP Credit Agreement, the collateral agent, for the benefit of the lender, will receive a fully perfected first priority pledge of all equity interests in the Debtors, each guarantor and CBS Monaco Limited, all inter-company notes or inter-company receivables due to the Debtors and guarantors, and a fully perfected first priority security interest in all prepetition and postpetition assets of each Debtor. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees. The Debtors are also authorized to use their prepetition lenders' cash collateral to provide additional liquidity. In exchange for using the cash collateral, the prepetition lenders will maintain security interests in and liens upon all of the collateral and are also granted a replacement security interest in and lien upon all the collateral, subject and subordinate to the DIP Liens and the carve-out. The Lenders will receive an administrative claim with priority over all administrative expense claims and unsecured claims against the Debtors, subject to the carve-out and to the superpriority claims granted to the administrative agent, collateral agent and the lenders under the DIP credit agreement. The prepetition agents will receive from the Debtors current cash payments of all fees and expenses payable to the prepetition agents under the prepetition agreements, inlcuding reasonable fees and disbursements of counsel, financial and other consultants for the prepetition agents. About Champion Enterprises Troy, Michigan-based Champion Enterprises, Inc., and its subsidiaries are international manufacturers of factory-built homes and steel-framed modular buildings, with operations in the United States, Canada and the United Kingdom. Buildings constructed by Champion and its subsidiaries consist of both single and multi-module units designed for either commercial or residential purposes. Champion products range from single-module HUD-Code homes to sophisticated commercial structures such as hotels. The Company filed for Chapter 11 on November 15, 2009 (Bankr. D. Del. Case No. 09-14019). The Company's affiliates also filed separate bankruptcy petitions. James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its restructuring effort. The Company listed $576,527,000 in assets and $521,337,000 in liabilities as of October 3, 2009. CHUGH SHOPPING: U.S. Trustee Unable to Appoint Creditors Committee ------------------------------------------------------------------ The Office of the U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court for the Northern District of Georgia that it was unable to appoint a committee of creditors holding unsecured claims in the Chapter 11 case of Chugh Shopping Center, Inc. Covington, Georgia-based Chugh Shopping Center, Inc., filed for Chapter 11 bankruptcy protection on November 3, 2009 (Bankr. N.D. Ga. Case No. 09-89439). Parmesh N. Dixit, Esq., who has an office in Atlanta, Georgia, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and debts. CITIGROUP INC: John Deucth Won't Stand for Re-Election ------------------------------------------------------ John Deutch, a member of the Board of Directors of Citigroup Inc., said that he will not stand for re-election to the Board at Citigroup's next Annual Meeting of Stockholders, scheduled for April 20, 2010. 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: Peterson Leaves Japan Unit, Returns to NY Office --------------------------------------------------------------- According to The Wall Street Journal's Alison Tudor, a person familiar with the matter said Sunday, Douglas Peterson, who heads Citigroup Inc.'s operations in Japan, is returning to New York after overseeing the swift sale of assets in Japan to help Citi repay the U.S. government for its bailout loan. The report says Mr. Peterson will be succeeded by Darren Buckley, head of Citibank Japan Ltd. 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. CNS RESPONSE: Auditor Raises Going Concern Doubt ------------------------------------------------ Santa Ana, Calif.-based Cacciamatta Accountancy Corporation's audit report of CNS Response, Inc. and its subsidiaries' annual report of the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008, contains an explanatory paragraph stating that the Company's continued operating losses and limited capital raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $8,522,200 on revenues of $700,100 for the year ended September 30, 2009, as compared to a net loss of $5,371,500 on revenues of 773,500 for the prior fiscla year. During the fiscal year 2009, the Company conducted a goodwill impairment test and determined that all of the goodwill related to the Neuro-Therapy Clinic, Inc. acquisition was impaired. Accordingly, the Company recorded a goodwill impairment charge of $320,200 for the year ended September 30, 2009. With respect to the Company's Response's Laboratory Information Services business, CNS incurred a $90,000 financing fee in connection with the bridge note issued to Mr. John Pappajohn on June 12, 2009, and $20,900 in interest expenses on the bridge notes issued to Mr. Leonard J. Brandt and Sail Venture Partners. Additionally, $1,058,000 of expenses associated with the valuation of bridge warrants and $642,000 associated with the value of the beneficial conversion feature of the bridge notes were written off to interest expense upon conversion of the bridge notes. Furthermore, $13,300 of interest expense was incurred on long-term debt issued in connection with the Company's acquisition of NTC. These expenses were offset by interest income of $9,500 for the fiscal year ended September 30, 2009, from interest bearing accounts. For the fiscal year ended September 30, 2008, interest income of $127,000 was earned on cash in interest bearing accounts. This was offset by $22,000 of interest expense on long term debt. Balance Sheet At September 30, 2009, the Company's consolidated balance sheets showed $1,160,900 in total assets and $2,271,000 in total liabilities, resulting in a $1,110,100 shareholders' deficit. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $1,139,300 in total current assets available to pay $2,240,600 in total current liabilities. A full-text copy of the Company's Form 10-K is available at no charge at http://researcharchives.com/t/s?4d35 About CNS Response Based in Costa Mesa, Calif., CNS Response, Inc. (OTCBB: CNSO) -- http:www.cnsresponse.com/ -- is a life sciences company with two distinct business segments. The Laboratory Information Services business operated by CNS California, which the Company considers its primary business, is focused on the research, development, and commercialization of a patented system that guides psychiatrists and other physicians/prescribers to determine a proper treatment for patients with behavioral (psychiatric and/or addictive) disorders. The Clinical Services business operated by Neuro-Therapy Clinic, Inc., is a full service psychiatric clinic. COHARIE HOG: Court to Consider Continued Cash Collateral Use Today ------------------------------------------------------------------ The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern District of North Carolina will consider on January 12, 2010, at 1:00 p.m., Coharie Hog Farms, Inc.'s access to Cape Fear Farm Credit, ACA cash collateral. The Court earlier approved, on a third interim basis, the Debtor's use of cash collateral until January 15, 2010. As of the petition date, the Debtor owed CFFC: -- $24,672,788 pursuant to the Revolving Line of Credit Note; -- $10,675,540 and accrued interest of $78,009 pursuant to the Term Loan Note; and -- $1,342,862 pursuant to the Term Loan Two. The Debtor would use the cash collateral to fund its daily operations. As adequate protection, CFFC is granted a replacement lien on all present and after-acquired personal and real property the Debtor. CFFC will also have an administrative expense claim with priority over all other administrative claims. CFFC's consent to the Debtor's use of cash collateral will terminate upon the earliest to occur of (i) the Termination Date or (ii) upon the occurrence of an Event of Default. About Coharie Hog Farm Clinton, North Carolina based Coharie Hog Farm, Inc., says it has been one of the largest swine producers in the U.S., supplying more than 500,000 hogs a year to a plant operated by Smithfield Foods Inc. It produced more than 140 million pounds of pork annually. The closely held operation has six storage facilities with 3.9 million bushels of capacity. The business used more than 100 contract farmers to raise hogs for market. Anne Faircloth owns 75% of the Company and Nelson Waters owns the remaining quarter. Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D. N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, represents the Debtor in its Chapter 11 effort. The petition says assets and debts range from $10,000,001 to $50,000,000. COMMERCIAL CAPITAL: Ch. 11 Trustee Taps Markus Williams as Counsel ------------------------------------------------------------------ James T. Markus, the duly appointed Chapter 11 trustee in the Chapter 11 cases of Commercial Capital, Inc., and CCI Funding I, LLC, asks the U.S. Bankruptcy Court for the District of Colorado for permission to employ Markus Williams Young & Zimmermann, LLC as counsel. The firm will, among other things: -- prepare on behalf of the trustee any necessary motions, applications, answers, orders, reports and papers as required by applicable bankruptcy and non-bankruptcy law, and represent the trustee in proceedings or hearing related thereto; -- assist the trustee in analyzing and pursuing any proposals by third parties to acquire the assets of the Debtor's estate; and -- review, analyze and advise the trustee regarding claims or causes of actions to pursued on behalf of the estate. John F. Young, a member of the firm, tells the Court that the firm has not received a retainer in this case. The hourly rates of the firm's personnel are: Mr. Young $365 Gregory L. Williams $365 Steven R. Rider $325 Donald D. Allen $295 Thomas H. Keyse $295 Jeffrey O. McAnallen $280 Jennifer Salisbury $265 Annie-Caitlin Howe $150 Attorneys $150 - $365 Brad Hammond $85 Connie Windholz $85 Paralegals $100 Mr. Young assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Young can be reached at: Markus Williams Young & Zimmermann, LLC Colorado Office 1700 Lincoln, Suite 4000 Denver, CO 80203 Tel: (303) 830-0800 Fax: (303) 830-0809 Greenwood Village, Colorado-based Commercial Capital, Inc. -- http://www.commercialcapitalinc.com/-- and its affiliate, CCI Funding I, LLC, are commercial real estate lenders and investment partners engaging in short-term commercial mortgage. Commercial Capital and CCI Funding filed separate petitions for Chapter 11 on April 22, 2009, and April 24, 2009, respectively (Bankr. D. Colo. Lead Case No. 09-17238). Robert Padjen, Esq., at Laufer and Padjen LLC, assists Commercial Capital in its restructuring efforts. In its bankruptcy petition, Commercial Capital listed between $100 million and $500 million in assets, and between $50 million and $100 million in debts. CCI Funding listed between $100 million and $500 million each in assets and debts. CORBIN PARK: Status Hearing Set for January 22 ---------------------------------------------- A status hearing on Corbin Park LLP's Chapter 11 case is scheduled for January 22, 2010. Based in Kansas City, Corbin Park LLP is a real estate developer. According to Rob Roberts at Kansas City Journal, the Company said it tried to raise $25 million to prevent a loss of about $60 million in equity invested in Corbin Park regional mall project in Overland Park. The Company refused to discuss the financial problems that stopped the project but detail begun to emerge as contractors holding $20 million of liens against the project began to press foreclosure cases. Corbin Park, L.P., filed for Chapter 11 on Jan. 5, 2010 (Bankr. D. Kan. Case No. 10-20014). Carl R. Clark, Esq., at Lentz Clark Deines PA, represents the Debtor in its restructuring effort. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $10,000,001 to $50,000,000. CORD BLOOD: Compensatory Arrangement of Certain Officers -------------------------------------------------------- Cord Blood America Inc. said in a regulatory filing with the Securities and Exchange Commission that its board of directors acted to: * compensate key executive officers of the Company for past services completed by the issuance of stock options to acquire its common stock; and * provide incentive compensation to the Company's key officers for 2010 by the issuance of unvested stock options to acquire the Company's common stock which vest on Dec. 31, 2010. These options granted are vested immediately, have a 10-year term, or until Dec. 31, 2019, and are exercisable at an exercise price of $0.0114 per share, which was the closing stock bid price for the Company's common stock on Dec. 31, 2009. These Options were granted for past services to the following key officers as bonus compensation for the periods indicated on Dec. 31, 2009: Recipient Period of Service Options Granted --------- ----------------- --------------- Matthew Schissler 2009 121,464,500 Joseph Vicente 2009 60,732,250 In addition, these incentive options were issued to these key officers: Recipient Vesting Date Options Granted --------- ----------------- --------------- Matthew Schissler Dec. 31, 2010 121,464,500 Joseph Vicente Dec. 31, 2010 60,732,250 The value of the options so issued cannot be calculated as of this date, since they have been issued at the closing bid price of the registrant's common stock on the date of grant, December 31, 2009, and will not vest until Dec. 31, 2010. Going Concern CBAI, in its financial report on Form 10-Q for the quarter ended September 30, 2009, filed with the Securities and Exchange Commission, said it has experienced recurring net losses from operations, which losses have caused an accumulated deficit of roughly $30.9 million as of September 30, 2009. In addition, CBAI has a working capital deficit of roughly $5.3 million as of September 30, 2009. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern. At September 30, 2009, CBAI had $4.2 million in total assets against $5.5 million in total liabilities, resulting in $1.2 million in stockholders' deficit. At September 30, 2009, CBAI had $158,164 in cash. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. CROWN CASTLE: S&P Downgrades Rating on Unsecured Debt to 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered the rating on the unsecured debt at Houston-based wireless tower operator Crown Castle International Corp. to 'B' from 'B+'. The rating remains on CreditWatch, where it had been placed with negative implications on Dec. 23, 2009, following the company's announcement that it had secured commitments for a revolving credit for up to $400 million to replace the $188 million revolver expiring in January 2010. In addition, S&P revised the recovery rating on this debt to '5' from '4', indicating modest (10%-30%) rather than average (30%-50%) recovery prospects in the event of a payment default. These actions follow the company's completion of this transaction, and announced $1.9 billion proposed new tower revenue notes to refinance the $1.7 billion of outstanding tower revenue debt with a 2010 anticipated repayment date. The downgrade reflects the higher concentration of priority debt with the upsized revolving credit, which reduces recovery prospects for the unsecured debt at Crown. Moreover, given the additional priority claims resulting from the $1.9 billion proposed new issuance, when this transaction closes, which is currently expected to be on Jan. 15, 2010, S&P will further lower the rating on the unsecured debt at Crown to 'B-' from 'B', and revise the recovery rating to '6', reflecting negligible (0%-10%) recovery prospects in the event of a payment default. S&P will remove the issue rating from CreditWatch at that time. Crown's 'B+' corporate credit rating and all other issue ratings for Crown and its related entities remain unchanged, and are not on CreditWatch. Crown benefits from the fact that the proposed debt issue addresses S&P's near-term concerns about its $1.7 billion of tower revenue notes, which have an anticipated repayment date of June 2010. While the net incremental debt from this transaction, coupled with $500 million of notes issued in the fourth quarter of 2009, increases consolidated leverage to approximately 9.0x from the current 8.4x, it also provides the company additional cash cushion to meet debt maturities, including the anticipated repayment date in November 2011 for $1.55 billion of tower revenue notes. The outlook is stable. Crown Castle International Corp. Corporate Credit Rating B+/Stable/-- Downgraded; Remaining On CreditWatch; Recovery Rating Revised To From -- ---- Senior Unsecured B/Watch Neg B+/Watch Neg Recovery Rating 5 4 DECODE GENETICS: Finds Factors Impacting Heart Acts Measurements ---------------------------------------------------------------- Novel SNPs Modulate ECG Measurements Including Heart Rate, Two are Also Risk Factors for Atrial Fibrillation and Will be Integrated Into deCODE AF(TM) Test Scientists at deCODE genetics today report the discovery of seven novel and common single-letter variations in the sequence of the human genome (SNPs) that are involved in modulating the electrical impulses that govern the working of the heart. Two of these SNPs, which correlate with electrocardiogram measurements that are used in the clinical evaluation of heart health and activity, were then shown to confer increased risk of atrial fibrillation, one of the most common causes of irregular heartbeat and a leading cause of stroke. The paper, "Several common variants modulate heart rate, PR interval and QRS duration," is published online in Nature Genetics at http://www.nature.com/ng,and will appear in an upcoming print addition of the journal. The deCODE team began by correlating ECG measurements with genome- wide SNP data from more than 40,000 Icelandic participants in its gene discovery program. This search identified one novel SNP influencing heart rate and four each linked to PR interval and QRS duration, measurements of how quickly the electrical impulses that cause the heart muscles to pump achieve their purpose. Intriguingly, SNPs on chromosome 3 linked to both longer PR interval and QRS duration are in the gene encoding SCN10A, a sodium channel that has never before been linked to heart activity. Individuals with the same variants were also more likely to have been fitted with a pacemaker. A follow-on analysis of all of the novel SNPs in Icelandic and Norwegian heart patients and controls demonstrated the association of two of the SNPs linked to PR interval to risk of AF, and another SNP to increased risk of advanced atrioventricular block. Two other papers published today in the same journal provide further validation of some of the deCODE findings. "Over the past two years, we have discovered major genetic risk factors for heart disease and stroke and introduced tests for these risk factors into clinical practice. We are building the power of these tests through our ongoing discovery work, and today's findings demonstrate again the fruitfulness of using intermediate risk factors and clinical measurements as entry points for finding risk factors for disease. Our population resources enable us to do so efficiently and with exciting results. These latest findings will be incorporated into our deCODE AF test and deCODEme scans, and certain of these discoveries may also provide opportunities for outlicensing for therapeutic development," said Kari Stefansson, CEO of deCODE. 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. DELPHI CORP: Magna to Buy Fuel Tank Unit ---------------------------------------- In a public statement dated January 7, 2010, General Motors Company said that it will sell Nexteer Automotive business immediately. GM explained that it seeks to realign Nexteer as a wholly independent entity, thus positioning Nexteer's business for growth among a wide range of global OEM customers. To recall, GM Global Steering Holdings LLC acquired Delphi Corp.'s Global Steering business, now known as Nexteer, in October 2009. Nexteer employs 6,200 workers and owns 15 manufacturing plants in North and South America, Europe and Asia, Reuters noted. In other news, Magna International Inc. is seeking antitrust clearance to acquire Delphi Automotive LLP's fuel-tank system division, Bloomberg News reported, citing a posting from German Federal Cartel office's web site. About Delphi Corp Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Michigan SISF Appeals Claim Denial ----------------------------------------------- By this motion, the Michigan's Self-Insurers' Security Fund sought the Bankruptcy Court's permission to file Claim Nos. 19501 and 19502 under Rule 9006(b) of the Federal Rules of Bankruptcy Procedure. The SISF noted that Delphi Corp.'s Modified First Amended Joint Plan of Reorganization completely changed the definition of Flow- Through Claims to the detriment of the Debtors' employees and the SISF. Dennis J. Raterink, Esq., Attorney General, in Lansing, Michigan, pointed out that the positive treatment of workers' compensation claims was removed under the Modified Plan. Moreover, the Modified Plan created new opportunities for holders of some "employee-related obligations" the ability to file claims after the effective date of the Modified Plan, but did not allow the same recourses to its injured workers, he says. Judge Drain, however, denied the Michigan SISF's request. Judge Drain held that the Michigan SISF was properly and timely served with the Bar Date Notice. Moreover, for reasons stated by the Court at the hearing, Judge Drain held that Michigan SISF has failed to establish excusable neglect to justify its failure to timely file proofs of Claim Nos. 19501, 19502, 19541, and 19542. The Claims are thus disallowed and expunged, and no distribution will be made on account of the Claims from the Debtors' estates or by the Reorganized Debtors. Michigan SISF Appeals Court Decision Subsequently, Michigan SISF took an appeal to the United States District Court for the Southern District of New York from Judge Drain's order denying the Michigan SISF's Motion to File Late Claims entered on December 23, 2009. Specifically, the Michigan SISF wants the District Court to review whether the Bankruptcy Court commit reversible error in: -- concluding that the doctrine of "excusable neglect" under Rule 9006(b) of the Federal Rules of Bankruptcy Procedure did not apply to the Michigan SISF's failure to file a timely proof of claim; -- concluding that the fact that the Michigan SISF made an erroneous determination that it did not possess a claim did not warrant a finding of "excusable neglect," simply because the reason for the delay was "within the reasonable control" of the Michigan SISF; and -- determining that allowing the Michigan SISF's late claim would create prejudice to the Debtors, when the only prejudice demonstrated by the Debtors was prejudice to other creditors. About Delphi Corp Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DHILLON PROPERTIES: Sec. 341 Creditors Meeting Set for Feb. 1 ------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Dhillon Properties LLC's creditors on February 1, 2010, at 2:00 p.m. at 300 Booth Street, Room 2110, Reno, NV 89509. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Elko, Nevada-based Dhillon Properties LLC, dba Holiday Inn Express, filed for Chapter 11 bankruptcy on Dec. 31, 2009 (Bankr. D. Nev. Case No. 09-54640). A.J. Kung, Esq., who has an office in Las Vegas, Nevada, assists the Company in its restructuring effort. In its petition, the Company said it has assets of $13,217,541, and total debts of $9,260,886. EDISON FUNDING: Moody's Withdraws 'Ba3' Rating on Senior Debt ------------------------------------------------------------- Moody's Investors Service has withdrawn the Ba3 rating on Edison Funding Company's senior unsecured debt following the repayment in full of principal and interest owed to bondholders. We understand that bondholders accelerated amounts due from EFC under the sterling note indenture based upon an unremedied financial covenant violation that resulted from EFC recording a substanial write-off in the second quarter 2009 relating to a tax settlement reached by the IRS and parent Edison International for certain cross border leases. Following yesterday's prinicpal and interest repayment, Moody's understands that EFC has no remaining third party debt outstanding. The last rating action at EFC occurred on June 30, 2009 when the senior unsecured notes of EFC were downgraded to Ba3 from Ba1. EFC's ratings were assigned by evaluating factors believed to be relevant to its credit profile, such as i) the business risk and competitive position of EFC versus others within its industry or sector, ii) the capital structure and financial risk of EFC, iii) the projected performance of EFC over the near to intermediate term, and iv) EFC history of achieving consistent operating performance and meeting financial plan goals. These attributes were compared against other issuers both within and outside of EFC's core peer group and EFC's ratings are believed to be comparable to ratings assigned to other issuers of similar credit risk. Outlook Actions: Issuer: Edison Funding Company -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: Edison Funding Company -- Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated Ba3 Headquartered in Irvine, California, EFC is a wholly-owned subsidiary of Edison Capital. Both EFC and Edison Capital are wholly-owned subsidiaries of Edison Mission Group, which in turn, is a wholly-owned subsidiary of EIX. EMERSON OVERLOOK: Sec. 341 Creditors Meeting Set for Feb. 11 ------------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of Emerson Overlook, LLC's creditors on February 11, 2010, at 10:00 a.m. at Third Floor - Room 363, Richard B. Russell Bldg., 75 Spring Street, SW, Atlanta, GA 30303. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Marietta, Georgia-based Emerson Overlook, LLC, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ga. Case No. 10-60282). Todd E. Hennings, Esq., and William A. Rountree, Esq., at Macey, Wilensky, Kessler & Hennings LLC, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ENERGY FUTURE: $500 Mil. Notes Issue Won't Affect Moody's Ratings ----------------------------------------------------------------- Moody's Investors Service said that Energy Future Holdings Corp's (Caa1 Corporate Family Rating / negative rating outlook) $500 million issuance of 10% senior secured notes, due January 2020, has no credit implications at this time. Proceeds, which initially bolster liquidity, are expected to be used for general corporate purposes, but could also eventually be used to repurchase debt, presumably at a steep discount to par value. Moody's incorporate a view that EFH will target its existing EFH senior unsecured (guaranteed) LBO notes (Caa3 senior unsecured - guaranteed) and its existing legacy TXU senior unsecured notes (Caa3 senior unsecured). These securities were the primary securities targeted in EFH's recent exchange transaction which launched in October and closed in November 2009. "The additional debt does not have a meaningful impact on EFH's overall credit quality" said Jim Hempstead, Senior Vice President "but it does incrementally bolster cash reserves, at least temporarily. The fundamental credit issue with EFH continues to relate to its untenable capital structure, which calls into question the sustainability of the business model." EFH's Caa1 Corporate Family Rating and negative rating outlook primarily reflect Moody's concerns with the company's total debt outstanding (approximately $43 billion) in relation to its ability to generate cash flow over a sustainable period of time. For the twelve months ended September 2009, the ratio of EFH's consolidated cash flow from operations, CFO before changes in working capital (CFO pre-w/c) and funds from operations to total debt outstanding was approximately 5%, 2.5% and 2%, respectively. In Moody's opinion, these credit metrics indicate that EFH has very little financial flexibility. Excluding the contributions of EFH's rate regulated electric transmission and distribution business, Oncor Electric Delivery Company LLC (Baa1 senior secured / stable outlook), the adjusted ratio of EFH's CFO, CFO pre-w/c and FFO to debt would fall to 3%, 0% and 0%, respectively. Approximately $20 billion of EFH's total consolidated debt is scheduled to mature in 2014. The magnitude of this refinancing risk represents a significant credit and liquidity issue at this time, primarily due to Moody's views of the current state of the bank credit markets. While Moody's incorporate a view that bank credit capacity is readily available (albeit at a higher cost) for most regulated utility operations (a positive for Oncor, whose $2.0 billion senior secured credit facility expires in October 2013), it is unclear if capacity will be available for an entity as highly levered as EFH. Nevertheless, as of September 2009, EFH held roughly $0.9 billion in cash, while its principal subsidiary, Texas Competitive Electric Holdings (B1 senior secured / negative outlook), held roughly $0.8 billion. TCEH also had roughly $1.7 billion available under its $2.7 billion senior secured credit facility, scheduled to expire in October 2013. From an operational perspective EFH, through TCEH, owns and operates approximately 18,000 MW's of generation capacity the vast majority of which is located in the north ERCOT market in Northern Texas. Approximately 10,000 MW's represent base-load coal and nuclear generation, a significant benefit to the credit from a collateral perspective, given the market position and critical nature of these assets to the region's infrastructure and economy. The vast majority of EFH's cash flows are associated with the generation and sale of electricity through TCEH's generation assets. Consequently, as market conditions improve, evidenced by rising market heat rates, TCEH's credit profile should also stabilize and possibly improve. However, Moody's remain concerned that the sheer size of EFH's debt load will continue to weigh on the company over the next few years, which keeps the liquidity issue as a high priority. The new senior secured notes are primarily viewed as senior unsecured obligations of TCEH, due to Oncor's ring-fence type provisions. The notes are secured by the stock of EFH's intermediate subsidiary holding companies, Energy Future Intermediate Holdings (Caa3 senior secured notes / negative outlook) and Energy Future Competitive Holdings (Caa3 senior unsecured / negative outlook). The EFIH guarantee is secured by the stock of Oncor Electric Delivery Holdings Co. LLC. Oncor Holdings owns approximately 80% of Oncor, the regulated T&D utility operations. The EFCH guarantee is unsecured. EFH's indenture associated with the new senior secured notes provides flexibility to transfer such notes to EFIH, should Oncor be divested in some fashion and if certain conditions are met. This flexibility, given EFH's overall credit profile, represents an increase in potential event risk for Oncor, but is not sufficient to warrant a change in Oncor's ratings at this time. "Management has confirmed that it has no current plans to divest Oncor before the original 5-year holding period expires" added Hempstead. EFH is expected to file its 2009 SEC Form 10-K on February 19, 2010. EFH's CFR is Caa1. EFH is a merchant generator head-quartered in Dallas, Texas. Moody's last rating action for EFH occurred on November 16, 2009, when EFH's Probability of Default Rating (PDR) was upgraded to Caa2 from Ca. ERICKSON RETIREMENT: NSC NFPs Object to Committee Discovery ----------------------------------------------------------- Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Unsecured Creditors asks the Court to direct National Senior Campuses, Inc., and the not-for- profit entities Riderwood Village, Inc., Brooksby Village, Inc., Seabrook Village, Inc., Cedar Crest Village, Inc., Ann's Choice, Inc., Fox Run Village, Inc., Highland Springs Inc., Wind Crest, Inc., Oak Crest Village, Inc., Greenspring Village, Inc., Maris Grove, Inc., Ashby Ponds, Inc., Eagle's Trace, Inc., Hickory Chase, Inc., and Tallgrass Creek, Inc.'s directors to: (a) appear for examinations no later than January 31, 2010; and (b) produce documents in connection with the examinations on a rolling basis, no later than January 9, 2010. The directors include Ronald E. Walker, James M. Anders, Harold Ashby, Willow Pasley, Lawrence D. Shubnell, Rod Coe, Jim Hayes Meryle Twersky, and Scott K. Phillips, as consultant to the directors. NSC NFPs Object On behalf of National Senior Campuses, Inc. and Not-for-Profit entities Riderwood Village, Inc., Brooksby Village, Inc., Seabrook Village, Inc., Cedar Crest Village, Inc., Ann's Choice, Inc., Fox Run Village, Inc., Highland Springs Inc., Wind Crest, Inc., Oak Crest Village, Inc., Greenspring Village, Inc., Maris Grove, Inc., Ashby Ponds, Inc., Eagle's Trace, Inc., Hickory Chase, Inc., and Tallgrass Creek, Inc., Martin Fletcher, Esq., at Whiteford Taylor Preston LLP, in Baltimore, Maryland, informed the Court that the NSC NFPs held a board meeting on December 18, 2009, to determine if the two entities that submitted timely bids were appropriate potential new managers with whom the NSC NFPs could enter into new long-term management agreements after the expiration of existing agreements with the Debtors. Mr. Fletcher notes that for most of the NSC NFPs' directors, the December 18 meeting was the first time they met the principals of the bidders and their management teams. The NSC NFP boards agreed to invite the bidders to attend their board meeting, so that the bidders could explain why they were appropriately experienced to undertake the daily management of care for over 20,000 seniors. Similarly, Mr. Fletcher clarified that at a December 18, 2009, hearing, counsel for the NSC NFPs confirmed on the record that they were not revoking their conditional consent to the stalking horse bid. The NSC NFPs' counsel further confirmed on the record that the NSC NFPs applied evenly to any bidder or prospective new manager. Against this backdrop, Mr. Fletcher insists that the Official Committee of Unsecured Creditors' Rule 2004 Exam Motion is based on erroneous factual predicates. He further argues that the Committee's request to examine eight directors of the NSC NFPs is duplicative and wasteful. He adds that the Committee has also sought production of mountains of documents on an expedited basis, without providing a rationale for that massive scope of requests. The NSC NFPs thus ask the Court to deny the Committee's Rule 2004 Motion or limit its scope. At the Committee's request, the Court scheduled a hearing to consider the Committee's Rule 2004 Motion on an expedited basis on January 6, 2010. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on October 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: Court OKs Sale of U.S. Unit's Assets to HSBC Trustee --------------------------------------------------------------- Judge Arthur J. Gonzales of the United States Bankruptcy Court for the Southern District of New York approved on January 7, 2010, the sale of substantially all of the assets of Escada (USA), Inc., to Escada US Subco LLC, as purchaser, pursuant to an Asset Purchase and Sale Agreement between the parties dated as of December 21, 2009. A full-text copy of the Escada Asset Sale Agreement is available for free at http://bankrupt.com/misc/EscadaSaleAgreement.pdf Escada US Subco is a Delaware limited liability company formed by HSBC Trustee Limited to acquire Escada USA's assets. Under the Asset Sale Agreement, Escada USA is contemplated to (i) receive US$6 million, (ii) have certain of its liabilities assumed by the Purchaser; and iii) receive reimbursement for new inventory it purchased from and after the execution of the Agreement. "The Agreement was negotiated, proposed and entered into by the Debtor and the Purchaser without collusion, in good faith, from arm's-length bargaining positions with the parties represented by independent counsel and with significant involvement from the Official Committee of Unsecured Creditors. Neither the Debtor nor the Purchaser . . . has engaged in any conduct that would cause or permit the Agreement or the Sale to be avoided under Section 363(n) of the Bankruptcy Code," Judge Gonzales opined. Pursuant to the Agreement, the closing of the sale transaction and the assumption of the liabilities under the Asset Sale Agreement is contemplated to take place on the second day after customary conditions to Closing have been satisfied. In general, the Agreement may be terminated by either Escada USA or the Purchaser if, among other things, the Closing has not occurred on or before January 15, 2010. The Purchaser will acquire substantially all of Escada USA's assets that are owned, held or used by the Debtor in connection with its business. The Purchaser has also agreed to make written offers of employment, effective as of the closing of the Sale, to at least 80% of Escada USA's current employees. All employment offers will be at initial wages and benefits that are substantially comparable in the aggregate to the benefits in effect for each employee immediately prior to closing of the Sale. Within two days following the execution of the Agreement, the Purchaser will deposit with The Bank of New York Mellon by certified check or wire transfer of immediately available funds, an amount equal to $1,000,000. BNY Mellon is the designated escrow agent under an Escrow Agreement among the parties dated as of December 21, 2009. The Court held that as of the Closing, (i) the transactions contemplated by the Asset Sale Agreement effect a valid transfer of the Debtor's right, title and interest in and to the Transferred Assets to Escada Subco, free and clear of any interests, and (ii) the Agreement and the transactions contemplated will specifically be performable and enforceable against and binding upon, the Debtor, the Purchaser or any successor trustee appointed in the Debtor's Chapter 11 case. In addition, the Purchaser will reimburse Escada USA for any rent and related charges due prior to Closing and paid by the Debtor prior to the Closing pursuant to Assumed Contracts related to Leased Real Properties to the extent that the payments are attributable to the period following the Sale Closing. Judge Gonzales directs each and every federal, state, and local governmental agency or department to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Escada Asset Sale Agreement. All persons and entities holding interests or claims, as defined under Section 101(5) of the Bankruptcy Code, against or in Escada USA or Escada USA's interests in the Transferred Assets arising under or out of the operation of Escada USA's businesses before the Closing will permanently be enjoined from asserting, prosecuting or otherwise pursuing their interests or claims against the Purchaser, its property, or its successors and assigns. Any and all valid and perfected Interests in the Transferred Assets of Escada USA will attach to any proceeds of those Transferred Assets immediately upon receipt by the Debtor in the order of priority, and with the same validity, force and effect which they now have against the Transferred Assets. No proceeds subject to an asserted Interest will be used or disbursed by the Debtor without the consent of the party or parties asserting an Interest. Pursuant to the Agreement, Escada USA is directed to (i) change its name, so that the term "Escada" is not used, and (ii) revise the caption of the Chapter 11 proceeding to reflect the new name of the Debtor, Judge Gonzales held. Judge Gonzales denied and overruled on their merits, with prejudice, all objections to the Sale Motion that have not been withdrawn, waived, or settled, or resolved. A full-text copy of Judge Gonzales' Sale Order is available for free at http://bankrupt.com/misc/EscadaAssetSaleORD.pdf Assumption and Rejection of Pacts The Court also approved (i) the assumption and assignment of certain executory contracts and unexpired leases related to the Escada USA Assets to the Purchaser, free of all liens, claims, encumbrances and other interests, and (ii) the rejection of certain Contracts and Leases. A 15-page schedule of prepetition Contracts and Leases for assumption or rejection, as applicable, under the parties' Asset Sale Agreement is available at no charge at: http://bankrupt.com/misc/EscadaAssumed&RejectedPacts.pdf Counterparties to the Rejected Contracts will have 30 days from the Rejection Date to file proofs of claim on account of damages arising from the rejection of those Rejected Contracts. Within the later of 10 days after Closing or as otherwise agreed to by the parties, Escada USA or the Purchaser, as the case may be, will pay any undisputed portion of the Cure Amounts with respect to the Objecting Landlords. The Court further ruled that the rights of Objecting Landlords to assert Adjustment Amounts, which pertain to additional Cure Amounts solely related to attorneys' fees, and rent and related charges that have not yet been billed or have not yet become due under the Assumed Contracts for year-end adjustments related to common charges arising prior to the Closing are preserved. The Objecting Landlords are required to submit detailed invoices to Escada USA for any disputed Adjustment Amounts on or before January 11, 2010. To the extent any portion of the Adjustment Amount is unknown as of January 11, the Court orders the Objecting Landlords to submit a detailed, reasonable estimate of the Adjustment Amounts calculated by taking 125% of the average of the amounts paid by Escada USA for the years 2006, 2007 and 2008, or with respect to the shorter period, to the extent Escada USA was not a tenant of the Objecting Landlord for those three years. Escada USA will place in a segregated account an amount from the Sale proceeds equal to the aggregate amount of all Disputed Cure Amounts and all Adjustment Amount Estimates with respect to the Objecting Landlords, or other amounts as agreed to in writing by the Debtor and the Objecting Landlords. The pendency of a dispute relating to Cure Amounts or Adjustment Amounts will not prevent or delay the assumption and assignment by the Purchaser of any contracts or leases related to the Asset Sale, the Court clarified. Landlords React Seven landlords subsequently noted that Escada USA's proposed Cure Amounts must be adjusted to reflect these correct Cure Amounts: Asserted Objecting Landlord Cure Amount ------------------ ----------- Fashion Logistics, Inc. $50,058 The Heritage Commercial Realty Trust 13,885 The Beverly Wilshire Hotel Company 7,060 General Growth Properties, Inc. 5,185 Williamsburg Outlets, L.L.C. (License) 5,171 LVP St. Augustine Outlets, LLC (License) 2,613 San Marcos Factory Stores, LTD. 1,300 According to Williamsburg Outlets, LVP Outlets, San Marcos Stores, Gulf Coast Factory Shops Limited Partnership (License), Orlando Outlet Owner, LLC and Second Horizon Group Limited Partnership (License), the Asset Sale Motion does not contain information with respect to the Purchaser's financial condition or ability to perform under the Leases. Simon Property Group, Inc. filed a joinder to the Objection of Williambsburg, et al. ACE American Insurance Company, for its part, contends that the Sale Motion "fails to disclose whether the Debtor intends to assume and assign, or reject" certain prepetition and postpetition insurance policies issued by ACE. The Court's Sale Order takes into account certain revisions submitted by the Debtors on January 6, 2010. The Revisions have been agreed to by the Objecting Landlords, Shannon Lowry Nagle, Esq., at O'Melveny & Myers LLP, in New York, disclosed on behalf of the Debtors. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESTATE FINANCIAL: Court Establishes March 31 as Claims Bar Date --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has set March 31, 2010, as the last day for individuals and entities to file proofs of claim against Estate Financial, Inc., and Estate Financial Mortgage Fund, LLC. Proofs of claims must be filed with: U.S. Bankruptcy Court Clerk of the Court 1415 State Street Santa Barbara, CA 93101 Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a California corporation that had been a license real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC (EFMF), a California limited liability company that was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457). Estate Financial Inc. consented to the bankruptcy filing on July 16, 2008. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, represent the Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the official committee of unsecured creditors as counsel. In its schedules, Estate Financial listed total assets of $27,428,550, and total debts of $7,316,755. FAYETTEVILLE MARKETFAIR: Has Until Jan. 19 to Use Cash Collateral ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, in a second interim order, authorized Fayetteville Marketfair Investors, LLC, to use cash securing its obligations to prepetition lenders. A final hearing on the Debtor's use of cash collateral will be held on January 19, 2010, at 9:30 p.m. in Wilson, North Carolina. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. Capmark Finance, Inc., asserts a $19,850,000 secured claim against the Debtor. Faison & Associates, LLC, was appointed as Receiver, at the behest of Capmark, on an ex parte basis for certain specified purposes, including the collection of rent, on November 30, 2009. The Debtor continued to receive rent through the filing of the petition. The Debtor granted a security interest to Capmark in, among other things, leases and rents. A UCC-1 perfecting the security interest of Capmark was filed with the North Carolina Secretary of State on August 23, 2006. The Debtor's access to the cash collateral will terminate on the earlier of (a) January 19, 2010, or (b) the occurrence of a termination event. Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09- 10859). William P. Janvier, Esq., at Everett Gaskins Hancock & Stevens, 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. FIRST MIDWEST: Fitch Puts Issuer Default Ratings on Negative Watch ------------------------------------------------------------------ Fitch Ratings has placed the long-term Issuer Default Ratings of First Midwest Bancorp, Inc., and its subsidiary, First Midwest Bank, on Rating Watch Negative. The rating action reflects Fitch's view that FMBI's commercial real estate loan portfolio presents potential pressures on earnings and capital that may warrant a rating downgrade. FMBI's exposure to CRE loans, including construction loans, comprises nearly 56% of total loans and over 500% of tangible common equity at Sept. 30, 2009, which represents a much larger exposure than similarly rated peers. In August 2009, Fitch initiated an expanded review of CRE exposures for banking and thrift institutions, beginning with a survey aimed at obtaining detailed data on the CRE portfolios of companies rated by Fitch. The information gained from the CRE survey provided a framework for Fitch to examine specific areas of concern across the banking industry, conduct more uniform stress tests and assess if rating actions are needed to reflect what will likely be continued deterioration in asset quality. Fitch's assessment of FMBI's CRE data is ongoing. Fitch is placing its ratings on Rating Watch Negative pending a more in-depth review of the company's CRE portfolio. Fitch plans to undertake a more focused review of FMBI's CRE portfolio to assess potential ranges of estimated losses, and their relative impact on profitability and capital over the near-term. At the conclusion of that review, FMBI will resolve the Rating Watch Negative. This review concentrated in particular on credit risk and capitalization. Fitch places these ratings on Rating Watch Negative: First Midwest Bancorp, Inc. -- Long-term IDR 'BBB'; -- Individual 'C'; -- Subordinated debt 'BBB-'; -- Preferred stock 'BB+'; -- Short-term IDR 'F2'; -- Support '5'; -- Support floor 'NF'. First Midwest Bank -- Long-term IDR 'BBB'; -- Individual 'C'; -- Long-term deposits 'BBB+'; -- Short-term IDR 'F2'; -- Short-term deposits 'F2'; -- Support '5'; -- Support floor 'NF'. First Midwest Capital Trust I -- Preferred stock 'BB+'. FORBES MEDI-TECH: Receives NASDAQ Suspension Notice --------------------------------------------------- Forbes Medi-Tech Inc. has received a Nasdaq Staff Deficiency Letter indicating that it does not meet The Nasdaq Capital Market initial listing standard set forth in Listing Rule 5505 and unless the Company requests an appeal of the Staff's determination, the Company's common shares will be suspended at the opening of business on January 15, 2010, and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company's common shares from listing and registration on The Nasdaq Stock Market. The Company may appeal Staff's determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series, by providing notice of the appeal to NASDAQ no later than 4:00 p.m. Eastern Time on January 13, 2010. The Company will be required to provide a plan to regain compliance to the Panel. A hearing request would stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. The Company is considering its options for appeal and will announce if such an appeal is filed. If the Company does not appeal Staff's determination to the Panel, the Company intends to make application to have the Company's securities eligible to trade on the OTC Bulletin Board. Forbes Medi-Tech Inc. (NASDAQ:FMTI) -- http://www.forbesmedi.com/ -- is a life sciences company focused on evidence-based nutritional solutions. Forbes provides value-added products and cholesterol-lowering ingredients for use in functional foods and dietary supplements. Forbes successfully developed and commercialized its Reducol(TM) plant sterol blend, which has undergone clinical trials in various matrices and has been shown to lower "LDL" cholesterol levels safely and naturally. Going Concern Doubt As reported by the Troubled Company Reporter on Nov. 30, 2009, the Company's future operations are completely dependent upon its ability to complete a strategic transaction such as a merger, acquisition, sale of business or other suitable transaction, and/or secure additional funds. The market for any of these activities for companies such as Forbes has always been challenging, and the Company believes that current economic conditions and uncertainties have provided, and will continue to provide, additional challenges. While management is continuing to seek available alternatives, there is no assurance that any of these activities will be successfully completed in a timely manner, or at all. If the Company cannot complete one or more of these activities in advance of the end of the first quarter of 2010, it will have to consider winding up, dissolution or liquidation. FORWARD FOODS: Wins Plan Confirmation; Emigrant Keeps Control ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Forward Foods LLC confirmed a plan calling for installment payments to creditors over seven years. The secured creditor and owner, Emigrant Capital Corp., will receive all the new equity in return for $8.3 million of its $25.5 million in debt. In addition, Emigrant receives a $4 million secured term note plus a $5.45 million junior secured note in which principal is payable from available income. According to the report, under the Plan, unsecured creditors, owed $4.5 million, have the option of being paid in full if available income is sufficient. Otherwise, they can elect to receive 5 percent in cash up front with 75% paid from available income. Minden, Nevada-based Forward Foods LLC is a manufacturer of protein bars. Forward is primarily owned by private-equity investor Emigrant Capital Corp. which purchased the protein bar business in 2006 from Bluegrass Bars LLC. Forward's petition listed assets of $21.3 million against debt totaling $25.4 million, including $18.6 million in secured claims. Forward Foods LLC filed a Chapter 11 petition February 17 in Delaware (Bankr. Case No. 09-10545) after recalling 75% of its products on account of using peanuts from Peanut Corp. of America. PCA had earlier filed for Chapter 7 liquidation, after closing its plants due to salmonella poisoning on its products. FREEDOM COMMUNICATIONS: Wants Plan Filing Extended Until March 30 ----------------------------------------------------------------- Freedom Communications Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a Chapter 11 plan and to solicit acceptances of that plan until March 30, 2010, and May 30, 2010, respectively. The Debtors relate that they need additional time to maintain their progress towards a consensual plan of reorganization. The Debtors propose a hearing on the extension of their exclusive periods on February 18, 2010, at 10:00 a.m. (ET) Freedom Communications, headquartered in Irvine, California, 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. GENMAR HOLDINGS: Platinum Equity Buys Key Assets for $70 Million ---------------------------------------------------------------- Platinum Equity won the auction for most of Genmar Holdings Inc.'s assets for $70 million. Colin Moore at ESPNOutdoors.com reports that Platinum Equity raised its bid from $55 million to $70 million for the assets of Genmar Holdings during the liquidation auction. Platinum Equity will assume ownership on Jan. 20, 2010. The assets includes Ranger Boats, Glasstron, Lund, Wellcraft, Champion, Stratos and Four Winns, Mr. Moore notes. Former Genmar CEO Erwin Jacobs took yacht group for $6.05 million, and MCBC Hyrdaboats LLC acquired Hyrda-Sports for $1 million, he adds. About Genmar Holdings, Inc. Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates, including Genmar Holdings, Inc. -- http://www.genmar.com/-- is the world's second-largest manufacturer of fiberglass powerboats. It generated $460 million in annual revenue making boats using brand names including Carver, Four Winns, Glastron, Larson, and Wellcraft. Genmar and an affiliate filed for Chapter 11 bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537). James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson & Byron, PA, assist the Debtors in their restructuring efforts. Carver Italia listed $10 million to $50 million in assets and $100 million to $500 million in debts. Manchester Companies, Inc., was named Chief Restructuring Officer of Genmar and approved by the Bankruptcy Court in June and has been managing the company's restructuring process since then. GOOD TIMES: Hein Associates Raises Going Concern Doubt ------------------------------------------------------ Hein & Associates LLP, in Denver, expressed substantial doubt about Good Times Restaurants, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. The independent public accounting firm reported that the Company remains out of compliance with certain debt covenants, and has suffered recurring losses from operations. The Company reported a net loss of $1,646,000 for the year ended September 30, 2009, compared to a net loss of $1,076,000 for the year ended September 30, 2008. Net revenues for fiscal 2009 decreased $2,133,000 (8.2%) to $23,749,000 from $25,882,000 for fiscal 2008. Same store restaurant sales decreased $2,587,000 or (12.4%), during fiscal 2009. Restaurant sales decreased $292,000 due to one non-traditional company-owned restaurant not included in same store sales and increased $848,000 due to seven new, acquired or dual branded company-owned restaurants that were opened or acquired in fiscal 2008 and 2009. Net revenues decreased $102,000 in fiscal 2009 due to an increase in franchise fees of $13,000 offset by a decrease in franchise royalties of $115,000. The loss from operations was $1,352,000 in fiscal 2009 compared to a loss from operations of $946,000 in fiscal 2008. Balance Sheet At September 30, 2009, the Company's consolidated balance sheet showed total assets of $10.3 million, total liabilities of $5.9 million, minority interests in partnerships of $428,000, and total stockholders' equity of $4.0 million. The Company's consolidated balance sheet at September 30, 2009, also showed strained liquidity with $1.2 million in total current assets available to pay $2.4 million in total current liabilities. A full-text copy of the Company's Form 10-K is available at no charge at http://researcharchives.com/t/s?4d31 Cash and Working Capital As of September 30, 2009, the Company had $815,000 in cash and cash equivalents on hand. The Company anticipates that it will require additional working capital of $300,000 to $500,000 during January through April, 2010 and is pursuing additional sources of funding to increase working capital. As of September 30, 2009, the Company had a working capital deficit of $1,200,000 due primarily to the entire note payable to Wells Fargo Bank, N.A. of $846,000 shown as a current liability due to certain loan covenant defaults that existed as of September 30, 2009. The Company is not in payment default under the note and anticipates remaining current on all principal and interest payments in fiscal 2010, subject to the Company successfully raising additional operating capital. The Company says it has received a Forbearance and Reservation of Rights letter from Wells Fargo Bank stating that they are accepting current principal and interest payments and are not currently accelerating the note, subject to agreeing to an acceptable Required Corrective Action for the covenant defaults. "It is unlikely that we will have an acceptable Required Corrective Action until our Earnings Before Interest Taxes and Depreciation improves. If Wells Fargo were to accelerate the note payable, we would need additional financing and we do not currently have a source for such financing." About Good Times Based in Golden, Colo., Good Times Restaurants Inc. is essentially a holding company for its wholly owned subsidiary, Good Times Drive Thru Inc., which is engaged in the business of developing, owning, operating and franchising hamburger-oriented drive-through restaurants under the name Good Times Burgers & Frozen Custard. The Company currently operates and franchises 52 restaurants. GRANT FOREST: Georgia-Pacific to Buy Plants for $400 Million ------------------------------------------------------------ Georgia-Pacific announced January 11 that it has signed an agreement to acquire Grant Forest Products' oriented strand board (OSB) facility at Englehart, Ontario and the associated facility at Earlton, Ontario, as well as its OSB facilities at Allendale and Clarendon, S.C., for approximately $400 million. Grant Forest Products intends to seek approval of the agreement in the near future from the Canadian Court overseeing Grant's Companies' Creditors Arrangement Act case and a United States Bankruptcy Court. "These are world-class facilities that fit strategically with our current wood products operations and we are pleased with this opportunity to grow our OSB business in Canada and the U.S.," said Mark Luetters, president of Georgia-Pacific Wood Products. "We look forward to closing this deal and having these facilities, and the employees who operate them, join the Georgia-Pacific family." Georgia-Pacific intends to operate the OSB manufacturing facilities that employ more than 300 people in Ontario and at Allendale, S.C. At the Clarendon plant, Georgia-Pacific plans to complete the unfinished construction and begin operations as soon as market conditions allow, which will entail employing more than 100 people in Clarendon County. In addition, Georgia-Pacific plans to make capital investments worth several million dollars to improve facilities and deliver enhanced reliability and efficiencies. The transaction is expected to close in the first half of 2010, following appropriate Canadian and U.S. regulatory review and court approval. Headquartered at Atlanta, Georgia-Pacific is one of the world's leading manufacturers and marketers of building products, tissue, packaging, paper, cellulose and related chemicals. GOODY'S LLC: To Have March 3 Plan Confirmation Hearing ------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Goody's LLC, which has liquidated its 282 stores, scheduled a March 3 confirmation hearing for approval of the liquidating Chapter 11 plan. According to the report, Goody's has already obtained approval of the disclosure statement explaining the Plan. The Plan, if approved by creditors and the judge, will govern the distribution of $7 million remaining from the asset sale that generated $119 million, leaving unpaid only $540,000 of the secured claims. The Disclosure Statement projects that unsecured creditors owed more than $114 million will recover 0.5%. Workers who were fired without the notice required by federal law will receive almost $900,000 on priority claims. About Goody's LLC Headquartered in Wilmington, Delaware, Goody's LLC, successor to Goody's Family Clothing Inc., operates a chain of clothing stores. Goody's Family Clothing Inc., and 19 of its affiliates filed for Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No. 08-11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, represented the Debtors. The Company emerged from bankruptcy October 20, 2008, after closing more than 70 stores. The reorganized entity was named Goody's LLC, and headquartered in Wilmington, Delaware. Goody's subsequently announced plans to liquidate in January 2009 when it was unable to restructure terms with creditors. Goody's LLC and 13 of its affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. D. Del. Lead Case No. 09-10124). M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq., Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry & Sims PLC represent the Debtors as counsel. Skadden, Arps, Slate Meagher & Flom, LLP, is the Debtors' special counsel; FTI Consulting Inc. is the Debtors' financial advisor. Goody's has closed its 282 stores and liquidated its inventory and other assets. In its schedules, Goody's LLC listed assets of $542,231,601 and liabilities of $510,471,005. GREEKTOWN HOLDINGS: Panel Wants to Extend Edelman Work ------------------------------------------------------ The Official Committee of Unsecured Creditors of Greektown Holdings LLC asks the Court for authority to extend its retention of Charles S. Edelman LLC as valuation consultant from December 1, 2009, through and including January 31, 2010. Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham, Michigan, relates that Edelman LLC's services are required by the Committee in preparation for and during the Confirmation Hearing on the Noteholder Plan and post-confirmation activity. The Committee maintains that Edelman LLC remains a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In a separate filing, the Committee asks the Court to shorten the notice period and set an expedited hearing on the Supplemental Application. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operates world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Papases Get Lift Stay to Notify on "Put" ------------------------------------------------------------ Dimitrios Papas and Viola Papas sought and obtained a Court ruling modifying the automatic stay to allow them to give the Debtors notice of a certain "put" described in a certain amendment to a redemption agreement, subscription agreement, guaranty agreement, security agreement and standstill agreement entered into by Monroe Partners LLC, Kewadin Greektown Casino LLC, the Sault Ste. Marie Tribe of Chippewa Indians, and the Kewadin Casinos Gaming Authority. The Amendment to the Redemption Agreement grants the Papases an option to acquire a sufficient membership interest in Monroe Partners, which would constitute an indirect ownership interest in Greektown Casino of not less than and not more than a 1% membership interest as of the date of the acquisition. At any time after the first anniversary of the date of execution of the Amendment and prior to the expiration of the Option Term, provided that the New Option has not been exercised, then the Papases will have the right to put the New Option to Monroe Partners by giving notice to Monroe Partners, whereupon Monroe Partners will pay to the Papases $2,500,000 in consideration of the New Option and the New Option will be terminated and become null and void. Pursuant to an agreement by the parties, the Option Term was extended through December 31, 2009. The Papases timely filed proofs of claims in, inter alia, the bankruptcy cases of Monroe Partners and Kewadin Greektown Casino. The amount stated on the proofs of claim against was $5,427,052, plus the value of an option and "put" that is described in the proof of claim. Lisa S. Gretchko, Esq., at Howard & Howard Attorneys PLLC, in Royal Oak, Michigan, said the exhibits attached to the Papases' proofs of claim filed in the Monroe Partners and Kewadin bankruptcy cases refer to the Amendment to Redemption Agreement and highlight that the Papases can "put" the option to Monroe Partners by giving notice, whereupon the Option Price is owing to the Papases. The Papases maintained that the proofs of claim they timely filed in the Monroe Partners and Kewadin bankruptcy cases constitute notice to Monroe Partners, Kewadin, and the other Debtors of the "put" described under the Amendment to Redemption Agreement. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operates world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Proposes Isle of Capri as Gaming Advisor ------------------------------------------------------------ Greektown Holdings LLC and its units seek the Court's permission to employ Isle of Capri of Michigan LLC as gaming consultant. As previously reported, the Debtors employed The Fine Point Group as their gaming consultants. The Fine Point Engagement, however, expired on December 31, 2009. To ensure the continued and effective operation of their business and property, the Debtors' management board resolved to engage Isle of Capri to provide temporary consulting services with respect to operational matters pertaining to the Debtors' casino and hotel facilities. The Debtors assert that Isle of Capri is well qualified to serve as their gaming consultants because of the firm's extensive knowledge and experience in the gaming industry. Specifically, the Debtors contemplate the provision of these services by Isle of Capri: -- Robert Wyre, vice president of Isle of Capri, will devote at least 40 hours per week and will be physically present at the Debtors' facility at least five days a week. -- Employees, other than Mr. Wyre, will devote at least 120 hours a month, with respect to human resources, compliance, IT, marketing, risk, and construction maintenance. The employees will be physically present on an as-needed basis. -- No later than 30 days after the effective date of a plan of Reorganization in the Debtors' cases, Isle of Capri will provide the Debtors' board a written assessment of the Debtors' facility and operations, including strengths, weaknesses, and opportunities. Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, assures the Court that Isle of Capri's services will not duplicate the services that other professionals provide to the Debtors. The Debtors will pay Isle of Capri a fixed fee of $200,000 per month for the first six months of the firm's retention and $250,000 thereafter, to be paid monthly in advance during the term of the engagement. The Fee will be prorated for any partial months. In addition, the Debtors will reimburse Isle of Capri for the firm's necessary expenses incurred in connection with the performance of the contemplated services. Mr. Wyre assures the Court that his firm has no interests adverse to the Debtors. He asserts that Isle of Capri is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. In a separate filing, the Debtors ask the Court to schedule an expedited hearing prior to January 12, 2010, for their request. Mr. Weiner contends that the employment of Isle of Capri is a critical and time sensitive matter, given the expiration of the Debtors' contact with Fine Point on December 31, 2009. He adds that any delay in the approval of the engagement and the commencement of work by Isle of Capri could have serious negative consequences for the Debtors. Debtors' Statement Isle of Capri Casinos, Inc. (Nasdaq: ISLE) and the management board of Greektown Casino, LLC announced Jan. 5 that Isle of Capri has been engaged to provide marketing and operational consulting services to Greektown Casino-Hotel in Detroit, Michigan through the completion of its current Chapter 11 reorganization process. The management board of Greektown Casino-Hotel also announced Jan. 5 that Cliff Vallier has been named as the property's chief executive officer, effective immediately. Both announcements are subject to approval from the U.S. Bankruptcy Court and the Michigan Gaming Control Board. "This new leadership has the extensive experience and demonstrated ability necessary to boost the performance of the property over the long term," said Greektown Casino-Hotel Management Board member Jake Miklojcik. "As we look to the future and continue to seek opportunities to improve performance, maximize profits and minimize costs, Mr. Vallier and Isle of Capri know the Midwest market, they know casino management and they are positioned to take the property to the next level." Vallier has 18 years of gaming management experience, including the past seven years with Greektown Casino, where he has served as chief financial officer/assistant general manager, interim CEO, vice president of finance, and senior director of finance. He earned a bachelor's degree in business administration from Northern Michigan University in 1988. Virginia McDowell, the president and chief operating officer of Isle of Capri, commented, "Our company recognizes that, even in this challenging economic environment, we have the opportunity to provide services to gaming assets in new and existing markets in order to leverage our operational expertise while having a positive impact on our balance sheet. We firmly believe in the upside potential at Greektown, and the team now in place has the skills and experiences to help guide the management through the remainder of their reorganization." Greektown Casino-Hotel, located at 555 E. Lafayette Boulevard in Detroit's Greektown Entertainment District, opened on Nov. 10, 2000. Readers of The Detroit News and Detroit Free Press have voted Greektown Casino-Hotel Michigan and Detroit's "Best Casino" numerous times. Greektown Casino-Hotel offers such amenities as the International Buffet, the Eclipz Lounge and a VIP lounge for players. In addition to being named "Best Casino" by readers of The News and Free Press, Greektown Casino-Hotel also placed first in other categories in The News' reader survey, including "Best Slots," "Best Wait Staff Outfits," "Best Craps Tables," "Best Blackjack Tables," "Best High Rollers Area," "Best Casino Restaurant," and "Best Casino Entertainment." Greektown Casino- Hotel opened its new 400-room hotel tower February 2009. For reservations and group events, call 877-GCH-5554 or visit www.greektowncasinohotel.com Isle of Capri Casinos, Inc., creates value for customers, clients, shareholders and employees by providing regional gaming and leisure experiences matched to customer preferences, focused on operational effectiveness and organic growth for the company's properties. With solid regional diversification across the U.S., Isle of Capri has a seasoned management team who believes in strategic business plan to increase value through strong fiscal discipline and targeted operating strategies. The Company owns and operates 14 casino properties in six states. Collectively, these properties boast over 15,000 slot machines and nearly 400 table games, over 3,100 hotel rooms and more than three dozen restaurants. The Company's properties are in Biloxi, Lula and Natchez, Mississippi; Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and Waterloo, Iowa; Boonville, Caruthersville and Kansas City, Missouri; two casinos in Black Hawk, Colorado; and a casino and harness track in Pompano Beach, Florida. One of the largest publicly-traded gaming companies in the United States, Isle of Capri is traded on the NASDAQ stock exchange under ticker symbol ISLE. More information is available at the Company's Web site, www.islecorp.com Parties Oppose Expedited Hearing Several parties to a certain "Purchase and Put Agreement" composed of: -- John Hancock Strategic Income Fund; -- John Hancock Trust Strategic Income Trust; -- John Hancock Funds II Strategic Income Fund; -- John Hancock High Yield Fund; -- John Hancock Trust High Income Trust; -- John Hancock Funds II High Income Fund; -- John Hancock Bond Fund; -- John Hancock Income Securities; -- John Hancock Investors Trust; -- John Hancock Funds III Leveraged Companies Fund; -- John Hancock Funds II Active Bond Fund; -- John Hancock Funds Trust Active Bond Trust; -- Manulife Global Fund U.S. Bond Fund; -- Manulife Global Fund U.S. High Yield Fund; -- Manulife Global Fund Strategic Income; -- MIL Strategic Income Fund; -- Oppenheimer Champion Income Fund; -- Oppenheimer Strategic Income Fund; -- Oppenheimer Strategic Bond Fund/VA; -- Oppenheimer High Income Fund/VA; -- ING Oppenheimer Strategic Income Portfolio; -- Brigade Capital Management; -- Sola, Ltd.; and -- Solus Core Opportunities Master Fund, Ltd. along with the Official Committee of Unsecured Creditors and Deutsche Bank Trust Company Americas, as Indenture Trustee, object to the Debtors' request for an expedited hearing on the Isle of Capri Employment Application. On behalf of the Put Parties, Allan S. Brilliant, Esq., at Goodwin Procter LLP, in New York, contends that the Put Parties did not have enough time to review the business terms of the Isle of Capri Agreement because the Debtors made it available on December 31, 2009, the eve of a holiday weekend. Representing the Committee, Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham, Michigan, notes that the Debtors' request to conduct the hearing on January 11, 2010, is a mere one day prior to the Confirmation Hearing. He tells the Court that although the Noteholder Plan Proponents do not object to the Application being heard on shortened notice, the Proponents believe the Application will be more properly heard after the conclusion of the Confirmation Hearing. The Objecting Parties argue that there is no extant emergency because the Debtors have replaced Randall Fine as their chief executive officer by appointing Clifford Vallier, their current chief financial officer, effective January 1, 2010. For these reasons, the Objecting Parties ask the Court not to conduct the hearing before January 12. The City of Detroit subsequently submitted its concurrence to the Objecting Parties' objection. The Court thereafter ruled that a hearing on the Application will be held on January 12, 2010. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operates world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) HAEMACURE CORP: Seeks Creditor Protection in U.S. and Canada ------------------------------------------------------------ Haemacure Corporation has filed a notice of intention to make a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada) and that its wholly owned U.S. subsidiary sought court protection under Chapter 11 in the United States. The filings were made after the close of markets on Friday, January 8, 2010. Haemacure's Board of Directors authorized these measures in light of Haemacure's financial condition and its inability to raise financing. The Board of Directors considers these measures to be in the best interests of Haemacure, its shareholders and creditors. The Board made this decision after thorough consultation with its professional advisors, both in Canada and the United States, and extensive consideration of all possible alternatives. The terms and conditions of the proposal to the creditors have not yet been determined by Haemacure. Angiotech Pharmaceuticals, Inc., Haemacure's secured creditor, has agreed to provide financing to Haemacure in order to fund the insolvency proceedings and Haemacure's day-to-day operations, up to a maximum amount of US$1 million. The funds will be disbursed in accordance with a schedule agreed to by Haemacure and Angiotech. Haemacure also announced that Marc Paquin has resigned as a director of Haemacure and no longer holds any position with Haemacure or its wholly-owned U.S. subsidiary. Mr. Paquin was previously President of Haemacure and a director and officer of the subsidiary company. Shares Suspended Haemacure Corporation said it has received notice from the Toronto Stock Exchange that its shares have been suspended from trading on the TSX, effective immediately. Haemacure previously announced that its shares will be delisted from the TSX at the close of the market on February 5, 2010, for failure by Haemacure to meet the continued listing requirements of the TSX. Haemacure Corporation (TSX:HAE) -- http://www.haemacure.com/-- is a specialty bio-therapeutics company developing high-value human biological adhesives, hemostats and therapeutic proteins for commercialization. Haemacure's research and development effort is driven by its proprietary, high-yield plasma protein extraction technology to develop next-generation products, including surgical hemostats. HAIGHTS CROSS: Files for Chapter 11 with Prepackaged Plan --------------------------------------------------------- Haights Cross Communications, Inc. announced January 11 that in response to the broad support received for its previously announced prepackaged plan of reorganization from holders of the obligations under that certain Credit Agreement, dated as of August 15, 2008, as amended, by and among Haights Cross Operating Company, as borrower, the guarantors party thereto, including HCC, and the administrative agent thereto on behalf of the lenders party thereto from time to time, holders of HCOC's 11.75% Senior Notes due 2011 and holders of HCC's 12.5% Senior Discount Notes due 2011, the Company has elected to commence voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the Plan. Of those voting, 100% in dollar amount and 100% in number of holders of the obligations under the Credit Agreement, 100% in dollar amount and 100% in number of holders of the Senior Notes and approximately 90% in dollar amount and 90% in number of holders of the Senior Discount Notes voted to approve the Plan. "Over the last several months, we have worked closely with our stakeholders to develop and now implement our plan to position Haights to meet the challenges of our industry. We plan to continue operations as normal through the Chapter 11 process, which we expect to conclude within 60 days." "T[he] action is the next step in the process to significantly reduce our debt and create a new capital structure that will better enable us to invest in our business and build on our industry leadership," said Paul J. Crecca, HCC's President and Chief Executive Officer, in the Jan. 11 statement. "Over the last several months, we have worked closely with our stakeholders to develop and now implement our plan to position Haights to meet the challenges of our industry. We plan to continue operations as normal through the Chapter 11 process, which we expect to conclude within 60 days." On September 3, 2009 the Company entered into a plan support agreement with all of the lenders under the Credit Agreement and holders of approximately 80% in principal amount of the Senior Notes on the terms of a consensual financial restructuring that would reduce the Company's debt obligations by approximately $200 million (to approximately $180 million in the aggregate) and extend the maturity of the Company's debt until no earlier than three years from the effective date of the Plan. The Plan otherwise leaves unimpaired the Company's general unsecured claims, including those of trade creditors, which would be paid in full. A copy of the Plan is available for free at: http://bankrupt.com/misc/Haights_Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Haights_DS.pdf About Haights Cross Communications Founded in 1997 and based in White Plains, NY, Haights Cross Communications is a premier educational and library publisher dedicated to creating the finest books, audio products, periodicals, software and online services, serving the following markets: K-12 supplemental education, public and school libraries, and consumers. Haights Cross companies include: Triumph Learning, Buckle Down Publishing and Options Publishing, and Recorded Books. Haights had total assets of $232,388,000 against total debts of $432,741,000 as of June 30, 2009. On January 11, 2010, Haights Cross Communications, Inc., and four subsidiary companies filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 10-10062). The Debtors' cases have been assigned to Judge Brendan Linehan Shannon. Attorneys at Brown Rudnick serve as counsel. Attorneys at Richards, Layton & Finger, P.A., has been engaged as co-counsel. Houlihan Lokey is the financial advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. HAIGHTS CROSS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Haights Cross Communications, Inc. 10 New King Street, Suite 102 White Plains, NY Bankruptcy Case No.: 10-10062 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Haights Cross Operating Company 10-10063 Triumph Learning, LLC 10-10064 Recorded Books, LLC 10-10065 SNEP, LLC 10-10066 (formerly named Sundance/NewBridge Educational Publishing, LLC) Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court District of Delaware Judge: Brendan Linehan Shannon Debtors' Counsel: Brown Rudnick, Esq. One Financial Center Boston, MA 02111 Tel: (617) 856-8200 Fax: (617) 856-8201 Email: http://www.brownrudnick.com/ Attn: Steven D. Pohl, Esq. Tally Wiener, Esq. Debtors' Co-Counsel: Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 http://www.rlf.com/index.cfm Phone: (302) 651-7700 Fax: (302) 651-7701 Attn: Daniel J. DeFranceschi, Esq Paul N. Heath, Esq Christopher M. Samis, Esq Debtors' Fin'l Advisors: Houlihan Lokey 245 Park Avenue New York, NY 10167 Wilmington, DE 19801 http://www.hlhz.com/ Phone: (212) 497-4100 Fax: (212) 661-3070 Attn: William H. Hardie, III John-Paul Hanson Dimitar Voukadinov Total Assets: $232,388,000 as of June 30, 2009 Total Debts: $432,741,000 as of June 30, 2009 A full-text copy of the Debtor's petition, including a list of its 30 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/deb10-10062.pdf The petition was signed by Paul J. Crecca, vice president of the Company. HARRAH'S ENT: Pennsylvania Table Game OK Has Neg. Credit Effects ---------------------------------------------------------------- Pennsylvania legalized table games like poker and blackjack, a negative development for the credit profiles of already-suffering casino operators in nearby Atlantic City. For Atlantic City casino operators Harrah's Entertainment, Inc. (Caa3, negative) and Trump Entertainment Resorts Holdings, LP (unrated and in bankruptcy), the approval of table games in Pennsylvania carries negative credit implications. This is because these companies -- already suffering from weak gaming demand and increased competition from slots in Pennsylvania -- are bound to see further declines in gaming revenues owing to the new table game legislation. Atlantic City generates over $1 billion a year from table games, which accounts for 30% of its total annual gaming revenue. This represents a large potential market for Pennsylvania, particularly for casinos located in the eastern part of the state and in relatively easy driving distance to Atlantic City. For casino operators like Las Vegas Sands (B3, negative), Mohegan Tribal Gaming Authority (B3, stable), and Penn National Gaming, Inc (Ba2, negative) -- each of which owns a casino in eastern Pennsylvania -- this is a credit-positive event because of the additional gaming revenue that will likely come to the state from Atlantic City. However, Moody's don't believe that this new legislation, though positive for Pennsylvania gaming revenues, will be enough to positively affect the ratings of the companies that own eastern Pennsylvania gaming facilities. This is because many of them are rated B3 or lower and/or generate a majority of their earnings from casinos outside of Pennsylvania. Likewise, Moody's don't think this development will affect the already low ratings of Harrah's Entertainment, Inc., although it could limit the company's ability to improve its rating over the longer-term given it large concentration in Atlantic City. But beyond the near-term impact of the approval of table games in Pennsylvania, the move is a symptom of the bigger problem plaguing the gaming business, namely that there are more states and more facilities scrapping over an ultimately finite -- and possibly permanently smaller -- pie. So while the new legislation will give Pennsylvania casinos a boost in the short run and will likely hurt gaming revenues in Atlantic City, it opens up a new front in the battle among states to make gaming attractions more appealing. Neighboring jurisdictions might boost promotional activity and further expand their own gaming offerings, which could end up costing Pennsylvania casinos more to stay competitive. But Moody's doubt any new costs of doing business will undermine the economics of allowing table games in the state. HARTMARX CORP: PBGC Protects Underfunded Pension Plan ----------------------------------------------------- The Pension Benefit Guaranty Corp. assumed responsibility for the underfunded pension plan covering nearly 13,000 former workers and retirees of Hartmarx Corp., a clothing manufacturer based in Chicago, Illinois. The PBGC stepped in because the plan faced abandonment after the company, in bankruptcy since Jan. 23, 2009, sold all of its assets to purchasers who did not assume responsibility for financing or administering the plan. Hartmarx retirees will continue to receive their monthly benefit checks without interruption, and other workers will receive their pensions when they are eligible to retire. The Hartmarx Retirement Income Plan is 47% funded, with assets of $142.8 million to cover $306.6 million in benefit liabilities, according to PBGC estimates. The agency expects to be responsible for $158.5 million of the $163.8 million shortfall. The plan ended on Aug. 7, 2009. The PBGC will take over the assets and use insurance funds to pay guaranteed benefits earned under the plan. Within the next several weeks, the PBGC will send notification letters to all participants in the plan. Under provisions of the Pension Protection Act of 2006, the maximum guaranteed pension the PBGC can pay is determined by the legal limits in force on the date of the plan sponsor's bankruptcy. Therefore, participants in the plan are subject to the limits in effect on Jan. 23, 2009, which set the maximum guaranteed amount of $54,000 a year for a 65-year-old. The agency became trustee of the plan on Dec. 28, 2009. 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. Hartmarx 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 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. The 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 Hartmarx Corp. Based in Chicago, Illinois, Hartmarx Corporation -- http://www.hartmarx.com/-- produced and marketed business, casual, and golf apparel under its own brands, which included Hart Schaffner Marx, Hickey-Freeman, Palm Beach and Coppley among others. A drop off in demand for tailored clothing led to poor sales. The company and 51 affiliates sought Chapter 11 bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046). George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed $483,108,000 in total assets and $261,220,000 in total debts as of August 31, 2008. HAYES LEMMERZ: Appeals Ace Win in Insurance Spat ------------------------------------------------ Law360 reports that Hayes Lemmerz International Inc., which was recently approved to exit bankruptcy protection, has appealed a ruling that Ace American Insurance Co. is not obligated to cover legal costs associated with the death of a factory worker from an explosion. Originally founded in 1908, Hayes Lemmerz International, Inc. (NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel wheels for passenger cars and light trucks and of steel wheels for commercial trucks and trailers. The Company is also a supplier of automotive powertrain components. The Company has global operations with 23 facilities, including business, sales offices and manufacturing facilities, located in 12 countries around the world. The Company sells products to every major North American, Asian and European manufacturer of passenger cars and light trucks and to commercial highway vehicle customers throughout the world. The Company and certain affiliates filed for bankruptcy on May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements with lenders holding a majority of the Company's secured debt. The Company's principal bankruptcy attorneys are Skadden, Arps, Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC, serves as the Company's financial advisors. AlixPartners, LLP, serves as the Company's restructuring advisors. The Garden City Group, Inc., serves as the Debtors' claims and notice agent. As of January 31, 2009, the Debtors had total assets of $1,336,600,000 and total debts of $1,405,200,000. This is the Company's second trip to the bankruptcy court, dubbed a Chapter 22, which was precipitated by an unprecedented slowdown in industry demand and a tightening of credit markets. HEALTHTRONICS INC: Moody's Withdraws 'B2' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings on HealthTronics, Inc. The ratings withdrawal follows the repayment and termination of the company's $60 million revolver due March 2010, under its prior credit agreement. On January 5, 2010, HealthTronics announced it had entered into a new credit agreement with a maturity date of December 2012. Moody's does not rate this new facility. Ratings withdrawn: * Corporate Family Rating, B2 * Probability of Default Rating, B3 * $60 million senior secured revolving credit facility due March 2010, B1, LGD2, 27% The rating outlook had been stable. The last rating action was October 21, 2008, when Moody's downgraded HealthTronics Corporate Family Rating to B2 from B1 and changed to the outlook to stable from negative. HealthTronics' ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of HealthTronics' core industry and the company's ratings are believed to be comparable to those other issuers of similar credit risk. Headquartered in Austin, Texas, HealthTronics is a leading provider of urology services and products in the US. The company provides urologists with cost-effective access to lithotripters (used in the treatment of kidney stones) and other capital equipment as well as partnership management services. The company operates primarily through partnerships with urology practices in which HealthTronics owns a minority stake. For the twelve months ended September 30, 2009, the company generated revenues of approximately $180 million. HUMAN BEAN: Reopens Coffee Shops After Col. Department Seizure -------------------------------------------------------------- The Tribune says Human Bean coffee shops reopened last week after the Colorado Department of Revenue seized the stores for unpaid sales and wages taxes. Based in Colorado, Human Bean Coffee operates coffee shops. It entered into Chapter 11 bankruptcy in December 2008. INLET SQUARE: Shuts Down 12 Cinemas as Regal Terminates Lease ------------------------------------------------------------- According to wmbfnews.com, Inlet Squares 12 cinemas shut down on Sunday because the mall's plans for renovations have not come to fruition and Regal terminated the lease. Headquartered in Irvine, California, Inlet Retail Associates, LLC, filed for Chapter 11 protection March 20, 2009, (Bankr. Case No.: 09-02083). Ivan N. Nossokoff, LLC, represents the Debtor in its restructuring efforts. The petition says that the Debtor has assets and debts of $10 million to $50 million. ICAHN ENTERPRISES: Moody's Affirms 'Ba3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3 ratings to $2 billion of new senior unsecured notes being issued by the company. The new debt is being offered in two tranches due in 2016 and 2018. The outlook on the ratings remains negative. Moody's stated that the proceeds from the new issue will refinance approximately $1.3 billion of existing debt due in 2012 and 2013. The remaining balance of the proceeds will be added to the company's existing liquidity, which will result in a holding company pro forma cash of about $1.7 billion. Moody's Vice President/Senior Credit Officer Matthew Noll commented that continuing the negative outlook "reflects the volatility of earnings in the company's investment management segment and the company's challenges for realizing gains on sales of corporate assets in a weakened economic environment." Icahn Enterprises' is a publically traded master limited partnership majority owned by activist investor Carl C. Icahn, age 73. The business consists of an investment management segment through which Mr. Icahn conducts a significant portion of his activist investing and six other independent and unrelated operating segments, including segments that will be added through the company's recently announced acquisitions of Viskase Companies, Inc. and American Railcar Industries. The primary business strategy of Icahn Enterprises is generating returns for investors in its activist hedge funds and direct equity investing in companies to unlock value. The core source of the company's debt service capacity comes from the sales of stakes in the subsidiaries and earning fees and investment profits from the funds within the investment management segment. Moody's Ba3 rating weighs the risks and volatility of activist investing and the potential need to support the company's subsidiaries. In Moody's view, Icahn Enterprises presently faces a) an elevated dependency on debt to maintain the standby liquidity typically needed to execute activist investing strategies b) greater uncertainty as to the timing of corporate asset sales and c) diminished earnings capacity at its subsidiaries. Over the near term, Moody's sees little chance for Icahn Enterprises executing a strong sale on any of the businesses presently within the operating segments. With regard to the credit impact of the $2 billion of new notes and the acquisition of majority stakes of Viskase and American Railcar (together valued at $240 million), Noll added that while the market value of equity stakes in subsidiaries to total debt issued by Icahn Enterprises will be a respectable 2.5x, "key asset coverage ratios are relatively unchanged through the company's transactions." The analyst added that while the company avoids a near term need to liquidate any of its stakes at depressed values to pay down maturing debt, the earnings capacity of the firm is effectively unchanged. Moody's added that Icahn Enterprises' succession planning remains an important rating consideration due to the company's dependency on Mr. Icahn to execute strategies and trigger change as an activist investment firm. The company's staffing level could also become more of a consideration given the demands of overseeing soon to be six other unrelated business segments. Moody's noted that this criteria could lead to a rating downgrade: deteriorating valuations or credit strength of the operating segments, liquidity at the holding company dropping to below $1.25 billion, or continued declines in fee paying assets under management to under 25% of total AUM. This criteria could return the rating to a stable outlook or potentially lift the rating: earnings improvements lead to a better potential for up streaming dividends from subsidiaries, the company successfully executes a monetization of one of its subsidiary investments, the company moves to improve its franchise value by increasing the mix of fee paying AUM and/or public ownership, and governance issues regarding succession are more clearly addressed. This rating was affirmed with a negative outlook: * Icahn Enterprises L.P.: corporate family rating at Ba3 These ratings were assigned with a negative outlook: * Icahn Enterprises L.P.: senior unsecured rating at Ba3 The last rating action on Icahn Enterprises was on July 9, 2008, when Moody's downgraded the company's CFR to Ba3 from Ba2. Icahn Enterprises L.P. is a publicly traded partnership that is 92% owned by Carl C. Icahn. The company operates multiple business segment including investment management, metals, automotive, real estate, and home fashion. The company's investment management business had $5.7 billion in assets under management as of September 30, 2009. INTERNATIONAL ALUMINUM: Sec. 341 Creditors Meeting Set for Feb. 16 ------------------------------------------------------------------ The U.S. Trustee will convene a meeting of International Aluminum Corporation, et al.'s creditors on February 16, 2010, at 3:00 p.m. at J. Caleb Boggs Federal Building, Room 5209, 844 King Street Wilmington, DE, 19801. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Monterey Park, California-based International Aluminum Corporation is an integrated building products manufacturer of diversified lines of quality aluminum and vinyl products. International Aluminum filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. D. Delaware Case No. 10-10003). The Company's affiliates, including IAC Holding Co. and United States Aluminum Corporation, also filed Chapter 11 bankruptcy petitions. John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Weil, Gotshal & Manges LLP is the Debtor's co-counsel. Moelis & Company is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. International Aluminum listed $198 million in assets and $217 million in liabilities as of November 30, 2009. JOURNAL REGISTER: Names John Paton as Chief Executive Officer ------------------------------------------------------------- Journal Register Co. selected John Paton from impreMedia LLC of Philadelphia as its chief executive officer, replacing Robert Conway, principal of Conway Del Genio Gries & Co. LLC, that served as interim CEO and chief restructuring officer since March 2009, according to the Business Review. About Journal Register Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS: JRCO) -- http://www.JournalRegister.com/-- owns 20 daily newspapers, more than 180 non-daily publications and operates over 200 individual Web sites that are affiliated with the Company's daily newspapers, non-daily publications and its network of employment Web sites. All of the Company's operations are strategically clustered in six geographic areas: Greater Philadelphia; Michigan; Connecticut; Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New York. The Company also owns JobsInTheUS, a network of 20 employment Web sites. Journal Register, along with its affiliates, filed for Chapter 11 bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case No. 09-10769). Marc Abrams, Esq., Rachel C. Strickland, Esq., Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors as counsel. William M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow- Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the official committee of unsecured creditors as counsel. Conway, Del Genio, Gries & Co., LLC, provides restructuring management services to the Debtors. Robert P. Conway is the Company's chief restructuring officer. At the time of the filing, the Company listed $100 million to $500 million in total assets and $500 million to $1 billion in total debts. KPT ENTERPRISES: Asks for Court Approval to Use Cash Collateral --------------------------------------------------------------- KPT Enterprises, LLC, sought and obtained authorization from the U.S. Bankruptcy Court for the Eastern District of Tennessee to use their lenders' collateral on an interim basis. Dean B. Farmer, Esq., at Hodges, Doughty & Carson PLLC, the proposed attorney for the Debtor, explains that the Debtor need to use cash collateral to fund its Chapter 11 case, pay suppliers and other parties. The Debtor leases the equipment to Morristown Driver's Service, Inc. In exchange for leasing the vehicles, MDS conducts all the maintenance on the equipment, pays the insurance and remits monthly payments to the Debtor. The Debtor proposes to continue to use the tractors and trailers leased to MDS and the cash proceeds thereof and offers to provide adequate protection to the secured parties or purchase lessors. Insurance will be maintained on the equipment for the valuation currently at the level of $6,065,000. Insurance is generally reduced by an estimated valuation of approximately $10,000 per month based on in-house evaluation. Adequate protection payments will be made in the amount of $20,000, which is in excess of two times the amount that the tractors and trailers are diminished in value, providing a continuing adequate protection payment to creditors. The Debtor proposes to increase payments in the same proportion to the extent that MDS increases rental payments to the Debtor. A replacement lien on the collateral and the equity cushion to the same extent, priority, and validity on the pre- petition lien. The Debtor proposes to make a minimum adequate protection payment to Secured Creditors based upon the outstanding balances owed each of the Creditors for January 2010: Andrew Johnson Bank $3,716 Volvo Financial Services $1,629 GE Commercial Finance $669 Central Leasing $7,233 Commercial Credit Group, Inc. $3,003 The final hearing will be held on February 16, 2010, at 9:00 a.m. The Debtor will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/KPTN_ENTERPRISES_budget.pdf Commercial Credit Group Inc., which is owed $675,000 by the Debtor, objected the Debtor's request to use cash collateral due to the lack of adequate notice of the hearing on the Debtor's motion. According to CCG, it received its first notice of the Debtor's filing and the Debtor's motion on the afternoon of December 31, 2009, as well as the notice of hearing on the motion set for January 4, 2010. CCG said that the timing of notice and hearing couldn't be better calculated to avoid participation of affected creditors. CCG also objected to the offer of adequacy of the adequate protection, disputing the Debtor's valuations and alleged depreciation of its collateral. The Debtor, CCG said, submitted no evidence supporting its contentions. "The depreciation rate asserted by Debtor appears to be entirely unsupported fiction," CCG stated. CCG asked that the Debtor account for all proceeds of its collateral, and discontinue any post-petition use of same, pending meaningful notice and opportunity to be heard by CCG. CCG requested that the Court permit that its motion be heard telephonically. The Court denied CCG's motion. CCG is represented by Robert G. Qulia. Morristown, Tennessee-based KPT Enterprises, LLC, owns certain over-the-road tractors and trailer rigs which it utilizes in hauling freight on a commercial basis. The Company filed for Chapter 11 bankruptcy protection on December 30, 2009 (Bankr. E.D. Tenn. Case No. 09-53521). Dean B. Farmer, Esq., at Hodges, Doughty & Carson PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. KPT ENTERPRISES: Files Schedules of Assets & Liabilities -------------------------------------------------------- KPT Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $3,500,000 B. Personal Property $7,867,313 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $5,247,319 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ------------- ----------- TOTAL $11,367,313 $5,247,319 Morristown, Tennessee-based KPT Enterprises, LLC, owns certain over-the-road tractors and trailer rigs which it utilizes in hauling freight on a commercial basis. The Company filed for Chapter 11 bankruptcy protection on December 30, 2009 (Bankr. E.D. Tenn. Case No. 09-53521). Dean B. Farmer, Esq., at Hodges, Doughty & Carson PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. KPT ENTERPRISES: Sec. 341 Creditors Meeting Set for Feb. 1 ---------------------------------------------------------- The U.S. Trustee for Region 8 will convene a meeting of KPT Enterprises, LLC's creditors on February 1, 2010, at 11:00 a.m. at James H. Quillen U. S. Courthouse, Room 111, 220 West Depot Street, Greeneville, TN 37743. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Morristown, Tennessee-based KPT Enterprises, LLC, owns certain over-the-road tractors and trailer rigs which it utilizes in hauling freight on a commercial basis. The Company filed for Chapter 11 bankruptcy protection on December 30, 2009 (Bankr. E.D. Tenn. Case No. 09-53521). Dean B. Farmer, Esq., at Hodges, Doughty & Carson PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. KPT ENTERPRISES: Taps Hodges Doughty as Bankruptcy Counsel ---------------------------------------------------------- KPT Enterprises, LLC, has asked for permission from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Dean B. Farmer and the firm of Hodges, Doughty & Carson, PLLC, as Hodges Doughty will: (a) prepare on its behalf the statements and schedules, Plan of Reorganization and Disclosure Statement and all other related pleadings required in the above proceeding, including but not limited to, employment of professionals and operation of the Debtor-In-Possession's business; (b) represent the Debtor in filing all pleadings and court appearances in the U.S. Bankruptcy Court for the Eastern District of Tennessee as well as in other courts that may be required in this case, including a Plan and Disclosure Statement; and (c) assist in resolution of issues with secured creditors and unsecured creditors. Hodges Doughty will be paid based on the hourly rates of its personnel: Dean B. Farmer $270 Other Partners $225 Associates $180 Paralegal Assistants $90 Mr. Farmer assures the Court that Hodges Doughty is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Morristown, Tennessee-based KPT Enterprises, LLC, owns certain over-the-road tractors and trailer rigs which it utilizes in hauling freight on a commercial basis. The Company filed for Chapter 11 bankruptcy protection on December 30, 2009 (Bankr. E.D. Tenn. Case No. 09-53521). Dean B. Farmer, Esq., at Hodges, Doughty & Carson PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. LAS VEGAS SANDS: Penn. Table Game OK Has Pos. Credit Effects ------------------------------------------------------------ Pennsylvania legalized table games like poker and blackjack, a negative development for the credit profiles of already-suffering casino operators in nearby Atlantic City. For Atlantic City casino operators Harrah's Entertainment, Inc. (Caa3, negative) and Trump Entertainment Resorts Holdings, LP (unrated and in bankruptcy), the approval of table games in Pennsylvania carries negative credit implications. This is because these companies -- already suffering from weak gaming demand and increased competition from slots in Pennsylvania -- are bound to see further declines in gaming revenues owing to the new table game legislation. Atlantic City generates over $1 billion a year from table games, which accounts for 30% of its total annual gaming revenue. This represents a large potential market for Pennsylvania, particularly for casinos located in the eastern part of the state and in relatively easy driving distance to Atlantic City. For casino operators like Las Vegas Sands (B3, negative), Mohegan Tribal Gaming Authority (B3, stable), and Penn National Gaming, Inc (Ba2, negative) -- each of which owns a casino in eastern Pennsylvania -- this is a credit-positive event because of the additional gaming revenue that will likely come to the state from Atlantic City. However, Moody's don't believe that this new legislation, though positive for Pennsylvania gaming revenues, will be enough to positively affect the ratings of the companies that own eastern Pennsylvania gaming facilities. This is because many of them are rated B3 or lower and/or generate a majority of their earnings from casinos outside of Pennsylvania. Likewise, Moody's don't think this development will affect the already low ratings of Harrah's Entertainment, Inc., although it could limit the company's ability to improve its rating over the longer-term given it large concentration in Atlantic City. But beyond the near-term impact of the approval of table games in Pennsylvania, the move is a symptom of the bigger problem plaguing the gaming business, namely that there are more states and more facilities scrapping over an ultimately finite -- and possibly permanently smaller -- pie. So while the new legislation will give Pennsylvania casinos a boost in the short run and will likely hurt gaming revenues in Atlantic City, it opens up a new front in the battle among states to make gaming attractions more appealing. Neighboring jurisdictions might boost promotional activity and further expand their own gaming offerings, which could end up costing Pennsylvania casinos more to stay competitive. But Moody's doubt any new costs of doing business will undermine the economics of allowing table games in the state. LEHMAN BROTHERS: Pickens' BP Capital Sells $42MM of Claims to RBS ----------------------------------------------------------------- Two people familiar with the matter told Bloomberg News last week that billionaire energy investor T. Boone Pickens sold $42 million of claims he held against Lehman Brothers Holdings Inc. to Royal Bank of Scotland Plc. The sources told Bloomberg the claims were held by Mr. Pickens, 81, and his BP Capital LLC. According to Bloomberg, the sources asked not to be identified because the transaction is private. Bloomberg says Jay Rosser, a spokesman for BP Capital based in Dallas, confirmed the claims had been sold. Bloomberg notes that creditors have made about $830 billion in claims against Lehman. About RBS The Royal Bank of Scotland Group plc (NYSE:RBS) -- http://www.rbs.com/-- is a holding company of The Royal Bank of Scotland plc (Royal Bank) and National Westminster Bank Plc (NatWest), which are United Kingdom-based clearing banks. The company's activities are organized in six business divisions: Corporate Markets (comprising Global Banking and Markets and United Kingdom Corporate Banking), Retail Markets (comprising Retail and Wealth Management), Ulster Bank, Citizens, RBS Insurance and Manufacturing. On October 17, 2007, RFS Holdings B.V. (RFS Holdings), a company jointly owned by RBS, Fortis N.V., Fortis SA/NV and Banco Santander S.A. (the Consortium Banks) and controlled by RBS, completed the acquisition of ABN AMRO Holding N.V. (ABN AMRO). In July 2008, the company disposed its entire interest in Global Voice Group Ltd. * * * As reported by the Troubled Company Reporter-Europe on Dec. 22, 2009, Fitch Ratings upgraded The Royal Bank of Scotland Group's (RBS Group) and The Royal Bank of Scotland's Individual Ratings to 'D/E' from 'E' and removed the Rating Watch Positive. The upgrade of the Individual Ratings reflects improvements in the group's capital combined with some progress in restructuring the balance sheet. 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) LENOX GROUP: Liquidating Plan Declared Effective ------------------------------------------------ BankruptcyData reports that Lenox Group's Plan of Liquidation is now effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on Dec. 16, 2009. The Plan provides for the appointment of a Plan administrator to distribute the Debtors' cash and all other remaining property of the Debtors, including a tax refund receivable. The Plan also provides for an approximate recovery to holders of allowed general unsecured claims ranging from approximately 0.43 to 0.57%, and no recovery for holders of equity interests. Headquartered in Bristol, Pennsylvania, Lenox Group Inc. -- http://www.department56.com/,http://www.lenox.com/,and http://www.dansk.com/-- including its two main operating subsidiaries, D 56, Inc., and Lenox, Incorporated, was a leading designer, marketer, distributor, wholesaler, manufacturer and retailer of quality tableware, collectibles, and other giftware products under the Lenox, Dansk, Gorham, and Department 56 brand names. These products are sold through department stores, large specialty retailers, general merchandise chains, national chains and clubs, small independent specialty retailers, and other wholesale accounts. The company and six of its affiliates filed for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-14679). Harvey R. Miller, Esq., and Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors their restructuring efforts. The Debtors proposed Berenson & Company as financial advisor, Carl Marks Advisory Group LLC as consultants, and The Garden City Group as claims and noticing agent. The Debtors have $264,000,000 in total assets and $238,000,000 in total debts as of October 25, 2008. Lenox initially agreed to sell itself to KPS Capital Partners after a court-supervised transaction in February 2009. Clarion Capital Partners challenged the results and became successful in nullifying the KPS Capital/Lenox deal and a second auction was scheduled. LYONDELL CHEMICAL: Chemtura Wants to Join Objections to Claims -------------------------------------------------------------- Chemtura Corporation seeks leave to file an amicus curiae brief in the Chapter 11 cases of, and in support of the objection by, Lyondell Chemical Company and its affiliated debtors and debtors- in-possession to the proofs of claim filed by the United States and the State of California in Lyondell's bankruptcy cases, regarding the issue of whether environmental injunctive relief obligations are dischargeable "claims" under the Bankruptcy Code. The governmental parties assert that injunctive obligations against Lyondell with respect to sites neither owned nor operated by Lyondell as a Chapter 11 Debtor are not "claims" as defined in the Bankruptcy Code, but rather will survive and can continue to be enforced against Lyondell post-emergence. Lyondell's Objection argues that the environmental obligations at non-owned sites are dischargeable claims under the Bankruptcy Code, M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, relates. According to Ms. Labovitz, Chemtura seek leave to file an amicus curiae brief in the Lyondell cases because: (a) Chemtura and its creditors have a significant stake in the outcome of the matter. Like Lyondell, Chemtura faces potentially significant environmental liabilities at numerous sites that are not currently part of Chemtura's bankruptcy estate, which arose largely as a result of the lengthy industrial history of Chemtura's predecessors. The government's position, if upheld, will cause a substantial erosion of value for Chemtura and its creditors, and will jeopardize Chemtura's ability to secure approval of a plan of reorganization and emerge from bankruptcy expeditiously. (b) The legal issues raised by the Lyondell case are of special concern not only to Chemtura, but will have broad ramifications for other similarly situated debtors facing environmental liabilities at "legacy" sites. Chemtura's interests in filing the amicus curiae brief are both private and public in nature. (c) Chemtura's brief as amicus curiae will also provide additional law and clarifications related to the legal issues presented in the Objection and will assist the Court in making a determination in the Lyondell case with respect to the Objection. (d) Allowing Chemtura to file an amicus curiae brief will neither delay the case nor result in prejudice to any party. 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: Petrologistics Wants Lift Stay for Set-Off ------------------------------------------------------------- PetroLogistics Olefins, LLC, seeks relief from the automatic stay so it may set off prepetition amounts owed by Debtor Equistar Chemical, LP to PetroLogistics against the value of the prepetition inventory owed by PetroLogistics to Equistar. Before the Petition Date, Equistar and PetroLogistics entered into a transportation agreement whereby PetroLogistics agreed to transport ethylene for Equistar, and the Debtor agreed to pay for the transportation. PetroLogistics transferred ethylene for Equistar, aggregating $799,185, during these periods: Period Total Fee ------ --------- November 2008 $391,312 December 2008 353,116 January 1 to 5, 2009 54,755 These fees currently remain unpaid, according to Andrew Schoulder, Esq., at Bracewell & Giuliani LLP, in New York. On June 29, 2009, PetroLogistics timely filed its proof of claim for $799,185 for services performed, with the amount secured by 1,936,437 pounds of ethylene inventory. PetroLogistics seeks to assert its set-off rights for $799,185 of unpaid prepetition fees against the value of the 1,936,437 pounds of ethylene that PetroLogistics owes Equistar. 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: Solutia & Ascend File Administrative Claims -------------------------------------------------------------- Pursuant to Sections 365 and 503 of the Bankruptcy Code, Solutia Inc. and Ascend Performance Materials LLC seeks the payment of their administrative expense claims for rent and costs of utilities and services provided to Debtor Equistar Chemicals, L.P. since August 2009. Equistar is a guest manufacturer at the Chocolate Bayou plant located in Alvin, Texas, where the Debtor historically operated an olefins facility and hydrocarbon plant. The guest relationship between Equistar and Solutia is governed by the Amended and Restated Utilities and Services Agreement dated September 30, 1999, pursuant to which Equistar pays Solutia's direct and indirect costs associated with performing a number of services on the Debtor's behalf. The Equistar Facility sits on a parcel of land at the Chocolate Bayou Plan previously owned by Solutia and presently owned by Ascend. Solutia leases the land pursuant to a Real Estate Lease Agreement dated October 16, 1981. On August 3, 2009, Ascend, on behalf of itself and Solutia, requested the Court to extend the rejection date for the Agreements and requiring that the status quo be maintained at the Equistar Facility under the Agreements until the time the Court could render its decision on Solutia and Ascend's Motion to Enforce and Clarify. On July 6, 2009, Solutia and Ascend filed a motion to enforce and clarify that the Court's March 13, 2009 order authorizing, among other things, long-term idling of the Chocolate Bayou Olefins Facility, the reduction of workforce at the facility, and the rejection of certain executory contracts and unexpired leases related to the facility. Among other things, Solutia and Ascend sought to clarify that the March 13, 2009 Order does not authorize Equistar to abandon the Equistar Facility. On September 9, 2009, the Court issued a bench decision on the Motion to Enforce and Clarify. The Court held, in relevant part that the March 13, 2009 Order did not authorize the abandonment of the Equistar Facility, particularly because the proposed abandonment raised potential environmental issues. Equistar would have to comply with the Bankruptcy Code and Rules for notice and opportunity to object in order for the property to be abandoned. In response, Equistar filed a motion to abandon the property at the Chocolate Bayou Plant. After entry of the Status Quo Order and the Court's decision on Solutia and Ascend's Motion to Enforce and Clarify, Equistar was ordered to continue current operations and maintenance at its facility at the Chocolate Bayou Plant, M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, relates. Despite the Court's ruling, however, and even though Equistar has continued to employ staff and conduct certain operations at its facility, it has refused to pay Solutia and Ascend for either rent or utilities and services costs for the period after the Status Quo Order, Ms. Labovitz informs the Court. Equistar argues that it does not need to pay for its postpetition access to land or services provided by Solutia and Ascend because the rejection of the relevant Agreements was effective August 4, 2009, notwithstanding the Status Quo Order, and the Status Quo Order did not expressly require payment of rent or costs arising under the Agreements, according to Ms. Labovitz. These arguments are without merit because Solutia and Ascend have been providing substantial benefits in the form of utilities, services and the use of land, all of which are necessary for Equistar to comply with the Status Quo Order, and comply with environmental laws and protect its own employees, all pending a ruling on Equistar's Abandonment Motion. By this Motion, Solutia and Ascend seek the Court's authority to (i) allow the rent and utilities and service fees in the aggregate amount of $4,303,557 as administrative expenses, and (ii) compel Equistar's immediate payment of the administrative expenses. Debtors Object As of August 4, 2009, the Debtors rejected the Agreements that are the foundation for Solutia and Ascend's Motion. Any claims that arise out of the Debtors' post-rejection obligations under the Agreements are general unsecured claims pursuant to Sections 365(g) and 502(g) of the Bankruptcy Code, according to the Debtors' counsel, Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP, in New York. On August 4, the deadline for the Debtors to assume or reject unexpired non-residential real property leases lapsed and, accordingly, as of that date, the Debtors rejected any un-assumed or un-rejected leases pursuant to Section 365(d)(4) of the Bankruptcy Code, Mr. Mirick notes. Also, pursuant to the March 13, 2009 Order, the Court approved the rejection of, among other agreements, the Agreements effective August 4, he adds. Both the Status Quo Order and the September 9 Decision are focused on the abandonment of the Debtors' personal property at the Equistar Facility pursuant to a Transition Plan. In contrast to Solutia and Ascend's assertions, neither order stays the rejection of the Agreements nor provides any other similar effect. Indeed, pursuant to Section 365(d)(4), the Status Quo Order could not have stayed rejection of the Lease Agreement as Solutia did not provide prior written consent of an extension of the 210-day deadline to assume or reject unexpired leases of non-residential real property, Mr. Mirick points out. In order for the claims to be elevated to administrative expense priority, the claims must meet the "actual and necessary" standard for administrative expense priority set forth in Section 503(b)(1)(A) of the Bankruptcy Code, Mr. Mirick asserts. Solutia and Ascend have failed to demonstrate that the post- rejection obligations provided an actual benefit to the Debtors where the Debtors' continued presence at the Equistar Facility is solely limited to maintaining the status quo of the facility pending the Debtors' abandonment of all of their personal property at the facility, Mr. Mirick tells the Court. Thus, he asserts, Solutia and Ascend's Motion should be denied. Solutia and Ascend Reply Despite the Debtors' assertion to the contrary, the Status Quo Order and the September 9, 2009 Decision are better read to have stayed the effective date of the rejection of the Agreements, Ms. Labovitz argues. The Debtors also assert that, under Section 365(d)(4) of the Bankruptcy Code, the Lease Agreement was deemed rejected on August 4, 2009, because Solutia did not provide written consent for an extension of that deadline. Ms. Labovitz informs the Court that on no less than three occasions did Solutia provided written consent to any necessary extension under Section 365(d)(4). Ms. Labovitz notes that according to the Merriam-Webster dictionary, status quo is "the existing state of affairs." On August 4, 2009, when the Court entered the Status Quo Order, the existing state of affairs at the Equistar Facility was that the Agreements had not yet been rejected; Equistar was still operating the Facility; and Solutia and Ascend were providing services and access to land Equistar required to operate the Facility and for which the Debtor was paying under the Agreements. The Status Quo Order required that "the status quo be maintained" by Equistar, and Solutia and Ascend, she points out. Solutia and Ascend submit that Section 365(d)(3) is applicable and, without further inquiry, requires payment of postpetition, pre-rejection obligations under the Lease Agreement. They also submit that, if the U&S Agreement was not rejected on August 4, 2009, the contract rate is clearly applicable for the services provided to Equistar since August 4, and even after rejection still applies. The Debtors argue that, because Equistar is not operating the Equistar Facility at a profit, the operation of the Facility does not momentarily benefit the estate, and that postpetition services provided by Solutia and Ascend, therefore, are not entitled to administrative expense priority under Section 503(b). These arguments misstate the legal standard. Profit is not the test for benefit under Section 503(b)(1)(A), Ms. Labovitz says. Among other things, the postpetition access to land and services provided by Solutia and Ascend to Equistar is a cost attendant to the overall operation of the Debtors' business, which must include compliance with the Court's orders and applicable environmental laws and regulations even if the cost is not lined to a tangible profit, Ms. Labovitz asserts. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYTHGOE PROPERTIES: Wants to Employ Burr Pease as Bankr. Counsel ---------------------------------------------------------------- Lythgoe Properties, LLC, has sought authorization from the U.S. Bankruptcy Court for the District of Alaska to employ Burr, Pease & Kurtz as bankruptcy counsel. BPK will, among other things: a. prepare necessary schedules of assets and liabilities and related to pleadings; b. resolving issues concerning the rights of secured, priority and unsecured creditors; c. prepare and obtain court approval of a disclosure statement and plan of reorganization; and d. pursue causes of action where appropriate. John C. Siemers, a shareholder in BPK, says that the firm will be paid based on the hourly rates of its personnel: John C. Siemers $220 Attorneys $175-$250 Paralegals $100 BPK represents Lynn H. Lythgoe, Jr., and Eagle River Bowl, LLC, in pending Chapter 11 proceedings in the Court. Ms. Lythgoe is a member and part owner of the Debtor and member of Eagle River Bowl. Eagle River Bowl may have a creditor claim of $5,700 against the Debtor which the Debtor intends to list on the schedules. The Debtor's assets are managed by Alaska Properties & Investments (API) which is an affiliate of Debtor. Separate counsel will be retained by the Debtor, if necessary, to evaluate the claims by Eagle River Bowl and by API against the Debtor. Mr. Siemers assures the Court that BPK is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Eagle River, Alaska-based Lythgoe Properties, LLC, filed for Chapter 11 bankruptcy protection on December 28, 2009 (Bankr. Alaska Case No. 09-00966). John C. Siemers, Esq., at Burr, Pease & Kurtz 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. MAGNA ENTERTAINMENT: MID Settles Creditors' Committee Lawsuit ------------------------------------------------------------- MI Developments Inc. said it, its subsidiary MID Islandi sf. -- MID Lender -- and Magna Entertainment Corp. have agreed in principle to the terms of a settlement and release with the Official Committee of Unsecured Creditors in connection with an action commenced by the Committee with respect to the bankruptcy proceedings of MEC under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. MID announced the commencement of the Action on July 22, 2009. As reported by the Troubled Company Reporter on July 24, 2009, MID said its subsidiary MID Islandi sf. has been named as a defendant in an action commenced by the Official Committee of Unsecured Creditors in connection with Magna Entertainment's bankruptcy proceedings. The Committee's action seeks, among other things, recharacterization as equity of the MID Lender's claims in relation to the indebtedness previously advanced to MEC and its subsidiaries, equitable subordination of the MID Lender's claims against the debtors in the Chapter 11 proceedings and the avoidance of allegedly fraudulent transfers to the MID Lender. In addition, the Committee has sought leave of the Court to pursue a separate action against MID that alleges, among other things, breach of fiduciary duty owed to MEC and its creditors. Under the terms of the settlement agreement, in exchange for the dismissal of the Action with prejudice and a full release of MID, the MID Lender, their affiliates, and all current and former officers and directors of MID and MEC and their respective affiliates, the unsecured creditors of MEC will receive US$75 million in cash plus US$1.5 million as a reimbursement for certain expenses in connection with the Action. In addition, the parties have agreed to the following with respect to certain previously announced pending asset sales of MEC: (i) upon the sale of Thistledown, MID will receive the first US$20 million of the proceeds from such sale and the unsecured creditors of MEC will receive any proceeds in excess of such amount; (ii) upon the sale of Maryland Jockey Club, MID will receive the first US$20 million of the proceeds from such sale (subject to satisfying the secured claim of PNC Bank and all allowed trade claims directly against MJC and its subsidiaries) and MID and the unsecured creditors of MEC will share any proceeds in excess of such amount on a 50/50 basis; and (iii) upon the sale of Lone Star Park pursuant to an agreement previously filed in the Bankruptcy Court, the unsecured creditors of MEC will receive the first US$20 million of the proceeds from such sale and MID will receive any proceeds in excess of such amount. MID will also have the right to receive the assets or proceeds from the sale of Portland Meadows. MID, MEC and the Committee have agreed to support a Plan of Reorganization in connection with the MEC Chapter 11 Proceeding which will provide for the remaining assets of MEC to be transferred to MID, including, among other assets, Santa Anita Park, Golden Gate Fields, Gulfstream Park (including MEC's interest in The Village at Gulfstream Park, a joint venture between MEC and Forest City Enterprises, Inc.), AmTote International, Inc. and XpressBet, Inc. All rights of MID and MEC against MEC's directors & officers insurers will be preserved with regard to the settlement in order to seek appropriate compensation for the releases of all current and former officers and directors of MID and MEC and their respective affiliates. MID will be entitled to receive any such compensation from MEC's directors & officers insurers. The settlement agreement is conditional upon the negotiation of definitive documents and the confirmation of the Plan of Reorganization in the MEC Chapter 11 Proceeding. With respect to the non-real estate related MEC assets that will be transferred to MID as contemplated by the settlement agreement, MID intends to later announce certain forbearance terms or funding limitations or other restrictions to be approved by its Special Committee of the Board with respect to any future investments by MID in, or loans to be made by MID in respect of, such assets. The terms of the settlement were agreed to by the Board of Directors of MID based upon a favorable recommendation from its Special Committee of the Board. About MID MI Developments Inc. is a real estate operating company engaged primarily in the acquisition, development, construction, leasing, management, and ownership of a predominantly industrial rental portfolio leased primarily to Magna International Inc. and its subsidiaries in North America and Europe. MID also acquires land that it intends to develop for mixed-use and residential projects. MID holds a majority equity interest in MEC, an owner and operator of horse racetracks, and a supplier, via simulcasting, of live horseracing content to the inter-track, off-track and account wagering markets. 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. MERISANT WORLDWIDE: Emerges from Chapter 11 Bankruptcy ------------------------------------------------------ Merisant Company announced January 11 that it has successfully completed its financial restructuring and emerged from Chapter 11 Bankruptcy. The United States Bankruptcy Court for the District of Delaware approved Merisant's plan of reorganization on December 16. The Plan reduces the aggregate principal amount of Merisant's indebtedness from $567 million to approximately $147 million, lowering the Company's annual cash interest expense from approximately $36 million to $11 million. Private investment funds managed by Wayzata Investment Partners LLC are now the majority stockholder of Merisant Company, which is now the parent company of the Merisant group of companies. Wayzata has designated five of the seven members of the new board of directors and named Eugene "Gene" Davis chairman of the board. Paul Block served as chairman from 2005-2010 and will remain president and chief executive officer, roles he has held since 2004. Mr. Block will continue to serve as a director of the Company. "This financial restructuring provides the right capital structure and resources for Merisant to aggressively pursue its goal of becoming a leading consumer packaged goods company," said Paul Block, president and chief executive officer of Merisant. "Merisant has an enviable portfolio of sweeteners and considerable opportunity in the natural sweetener category. We are now better equipped to capitalize on these assets." Wayzata appointed Davis as chairman of the board of directors to reflect best practices in board governance by separating the chairman and CEO positions. Davis is the chairman and chief executive officer of PIRINATE Consulting Group LLC, a firm that specializes in strategic planning for public and private companies. Davis has served in senior positions in a variety of businesses, including consumer products companies. "Merisant has made significant achievements in the last several years despite its restrictive capital structure," said Davis. "Paul and his team successfully stabilized the company's core sweetener business, improved operating efficiencies, and led innovations in natural sweeteners. I share Paul's vision for the company and I'm excited to work with him to achieve it." In addition to Davis and Block, the board will include Joseph M. Deignan, Wayzata partner; William P. Murnane, Wayzata operating partner; Tom Paulson, vice president and chief financial officer of Tennant Company; Robert F. Waldron, chief marketing officer of The Sun Products Corporation; and Ryan Langdon, co-founder and senior managing director of Newport Global Advisors. "I look forward to working closely with Gene in establishing board best practices in governance, a strong strategic plan that will ensure the right ROI and the right investment to deliver the anticipated results," said Block. "I would like to thank our previous board and the good working relationship we had with Pegasus," he added. Merisant's Plan Under the Plan, holders of bank claims aggregating $205 million will recover 100% of their claims in the form of new notes, cash and majority of the preferred stock. All bank lenders may elect to convert their $205 million in claims into new stock. While the prior version of the Plan allowed Wayzata Investment Partners LLC, the holder of two-thirds of the secured debt to exchange for 75% of the new equity, the option is now available to all lenders. Holders of unsecured claims aggregating $235.3 million against Merisant Company will recover 5.5% in the form of 12.5% of the new common stock of Reorganized Merisant and may participate in the rights offering. Holders of unsecured trade claims will receive payment of 60% of the claim in cash provided they vote in favor of the Plan. Holders of unsecured claims aggregating $137.1 million against Merisant Worldwide will receive distributions in the form of "contingent value rights" if they vote in favor of the Plan. About Merisant Worldwide Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sells low-calorie tabletop sweetener. The Debtor's brands are Equal(R) and Canderel(R). The Debtor has principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtor owns and operates manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtor at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtor has 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtor's Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. Merisant Worldwide and five of its units filed for Chapter 11 protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059). Sidley Austin LLP represents the Debtors in their restructuring efforts. Young, Conaway, Stargatt & Taylor LLP represents the Debtors' as co-counsel. Blackstone Advisory Services LLP is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the Debtors' Claims and Noticing Agent. Winston & Strawn LLP represents the official committee of unsecured creditors as counsel. Ashby & Geddes, P.A., is the Committee's Delaware counsel. The Debtors had US$331,077,041 in total assets and US$560,742,486 in total debts as of November 30, 2008. MERUELO MADDUX: Plan Provides for 80% Payment for Unsecured Claims ------------------------------------------------------------------ Meruelo Maddux Properties, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Central District of California a disclosure statement explaining the adequacy of information in their plan of reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Debtors propose a hearing on the disclosure statement on January 20, 2010, at 9:30 a.m. at Courtroom 301, 21041 Burbank Blvd., Woodland Hills, California. According to the Disclosure Statement, the Plan provides for the consolidation of the Debtors and cancellation of existing equity in MMPI. The Plan also contemplates that assets will be marketed and sold as necessary to fund the Reorganized Debtor's obligations under the Plan and their operations. Under the Plan, the Debtors reserve the right to abandon any of their real properties prior to the confirmation date. The Debtors also reserve the right, at any time during the term of the Plan, to refinance the obligations secured by any of their real properties and satisfy the full amount of the allowed secured claims against the real property from the proceeds of the refinancing. The holders of general unsecured claims the Debtors will receive deferred cash payments equal to 80% of the allowed amount of the claim, payable in 20 equal quarterly installments. All cash necessary for the Reorganized Debtor to make payments pursuant to the Plan will be obtained from the Reorganized Debtor's cash balances existing on the effective date and thereafter, from the operations of the Reorganized Debtor's businesses, the sale or refinancing of assets of the Reorganized Debtor, from the Investor New value Contribution; and from any other lawful source. The New Value Investor will contribute a total of $10,000,000 to the Reorganized Debtor. On the effective date, new value interests will be issued to the New value investor on account of the New Value Investor Contribution, which issuance will then represent all of the issued and outstanding interests in MMPI or in the limited liability entity that is the Reorganized Debtor entity. Copies of the Disclosure Statement is available for free at: http://bankrupt.com/misc/MerueloMaddux_DS.pdf http://bankrupt.com/misc/MerueloMaddux_DSp5.pdf A copy of the Chapter 11 Plan is available for free at: http://bankrupt.com/misc/MerueloMaddux_Plan.pdf Based in Los Angeles, California, Meruelo Maddux Properties, Inc. -- http://www.meruelomaddux.com/-- and its subsidiaries engage in commercial and residential property development predominantly in downtown Los Angeles and other densely populated urban areas in California. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Peter C. Anderson, the United States Trustee for Region 16, appointed five creditors to serve on the Creditors Committee. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Professional Corporation, represent the Creditors Committee as counsel. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MESA AIR: Bankruptcy Triggers Default in $35MM Indentures --------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission dated January 5, 2010, Mesa Air, Inc.'s executive vice president and general counsel Brian Gillman disclosed that the Company's Chapter 11 bankruptcy filing constituted an event of default under certain indentures. Pursuant to the Indentures, the Company has issued outstanding notes with an aggregate principal amount outstanding of approximately $35.9 million. The occurrence of an event of default gives rise to acceleration rights under these indentures. Mr. Gillman says. According to Mr. Gillman, the Company's bankruptcy filing also triggers an event of default that gives rise to acceleration rights under certain other financing arrangements to which the Company or a subsidiary of the Company is a party. The ability of creditors of the Company to seek remedies to enforce their rights against the Company under the debt instruments and other agreements, including in the Indentures, is automatically stayed as a result of the filing of the reorganization cases, and the creditors' rights of enforcement are subject to the applicable provisions of the Bankruptcy Code, Mr. Gillman discloses. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, 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, respectively, and independently as Mesa Airlines and go! Mokulele. 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 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) MESA AIR: Has Interim Nod to Hire Epiq as Claims Agent ------------------------------------------------------ Mesa Air Group Inc. and its units sought and obtained Judge Glenn's authority to appoint Epiq Bankruptcy Solutions, LLC, to perform certain claims and noticing functions in the Debtors' Chapter 11 cases. As a consulting and data processing firm that specializes in Chapter 11 administration, including noticing, claims processing, and other administrative tasks, Epiq is well-qualified to expedite service of notices, streamline the claims administration process and permit the Debtors to focus efficiently on their reorganization efforts, Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, says. Pursuant to a Services Agreement between the Debtors and Epiq, Epiq will: (a) Prepare and serve required notices in the Chapter 11 cases, including: (i) a notice of the commencement of the Chapter 11 cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; (ii) a notice of the claims bar date; (iii) notices of objections to claims; (iv) notices of hearings on a disclosure statement and confirmation of a plan of reorganization; and (v) other miscellaneous notices. (b) Assist with the publication of required notices, as necessary. (c) Maintain copies of all proofs of claim and proofs of interest. (d) Maintain official claims registers in the Debtors' cases by docketing all Claims in a claims database that includes (i) the name and address of the claimant or interest holder and any agent, (ii) if the proof of claim or proof of interest was filed by an agent, (ii) the date the proof of claim or proof of interest was received by Epiq and the Court, (iii) the claim number assigned to the Claims, and (iv) the asserted amount and classification of the Claim. (e) Implement necessary security measures to ensure the completeness and integrity of the claims registers. (f) Transmit to the Clerk's Office a copy of the claims registers on a weekly basis, unless requested by the Clerk's Office. (g) Maintain an up-to-date mailing list for all entities that have filed Claims and make that List available to the Clerk's Office or any party in interest upon request. (h) Provide access to the public for examination of copies of the Claims without charge during regular business hours. (i) Create and maintain a public access Web site setting forth pertinent case information and allowing access to certain documents filed in the Debtors' cases. (j) Record all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and provide notice of those Transfers. (k) Comply with federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements. (l) Provide temporary employees, who are not past or present employees of the Debtors, to process claims, as necessary. (m) Promptly comply with further conditions and requirements as the Clerk's Office or the Court may prescribe. (n) Provide balloting and solicitation services, including producing personalized ballots but excluding the tabulation of creditor ballots, which will be handled solely by the Debtors. (o) Provide other claims processing, noticing, balloting and related administrative services as may be requested from time to time by the Debtors. (p) File with the Court the final version of the claims register immediately before the close of the Chapter 11 cases. (q) At the close of these Chapter 11 cases, box and transport all original documents in proper format, as provided by the Clerk's Office, to the Federal Archives. (r) Perform other services as are requested by the Debtors to the extent covered by the Services Agreement. The Debtors will pay Epiq in accordance with these hourly rates: Title Rate Range ----- ---------- Clerk $36 to $54 Case Manager (Level 1) $112 to $157 IT Programming Consultant $126 to $171 Case Manager (Level 2) $166 to $198 Senior Case Manager $202 to $247 Senior Consultant to be determined Rate Range Average Rate to be determined The Debtors have provided Epiq with a $50,000 retainer, Ms. Bove notes. The Court also approved these terms of the Services Agreement between the Debtors and Epiq: (a) Epiq will not be entitled to indemnification, contribution or reimbursement pursuant to the Services Agreement for services other than those described in the Services Agreement, unless the services and indemnification are approved by the Court; (b) The Debtors will have no obligation to indemnify Epiq, or provide contribution or reimbursement to Epiq, for any claim or expense that is either (i) judicially determined to have arisen from Epiq's gross negligence or willful misconduct, (ii) for a contractual dispute in which the Debtors allege the breach of Epiq's contractual obligations unless the Court determines that indemnification, contribution or reimbursement would be permissible, or (iii) settled prior to a judicial determination. (c) If, before the earlier of (i) the confirmation of Mesa Air's Chapter 11 plan, and the (ii) closing of the Chapter 11 cases, Epiq believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution or reimbursement obligations under the Services Agreement, Epiq must file with the Court an application for payment, which is not payable absent the Court's approval. Daniel C. McElhinney, executive director at Epiq, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, 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, respectively, and independently as Mesa Airlines and go! Mokulele. 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 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) MESA AIR: To Pay Prepetition Claims of Critical Vendors ------------------------------------------------------- Mesa Air Group, Inc., and its debtor affiliates operate in a highly specialized, highly regulated and highly competitive industry. The uniqueness of the airline industry leaves airlines with few options when selecting vendors. Certain suppliers and service providers at various venues are simply the only option available to the Debtors. Even in those circumstances where more than one critical vendor can be located to provide a service, Federal Aviation Administration regulations inhibit an airline's ability to switch expeditiously from one supplier of goods or services to another. The Debtors purchase goods and services from certain vendors and independent contractors who are unaffiliated with the Debtors and are, by and large, sole source or limited source suppliers without whom the Debtors could not operate, or who might be able to obtain (or have obtained) mechanics' liens, possessory liens, shippers' liens or similar state law trade liens on property necessary to the Debtors' ongoing operations. The Critical Vendors could not be replaced within a reasonable time and on terms as beneficial to the Debtors as those already in place, or have obtained trade liens on property necessary to the Debtors' ongoing operations, Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones, in New York, tells the Court. Further, any time lag generated as a result of finding replacement vendors would disrupt the Debtors' operations to the detriment of their estates. In addition, many of these limited source suppliers are in the unique position of holding a virtual monopoly over the services they provide. As of the Petition Date, the Debtors estimate that the total accrued, unpaid, prepetition, trade claims aggregate approximately $60,000,000. As of the Petition Date, the Debtors estimate that the accrued, unpaid, prepetition critical vendor claims aggregate approximately $4,778,000, or approximately 8.0% of the total aggregate trade debt: Critical Vendor Claim Amount --------------- ------------ Lienor Critical Vendors, includes: - Outside Maintenance & Service Providers $3,530,000 - Shippers 350,000 Non-Lienor Critical Vendors, includes: 898,000 - Outside Maintenance & Service Providers - Aircraft Parts Suppliers - Flight Training Providers - Essential Amenity Providers - Ground Support Services Providers - Crew and Employee Related Providers - Information Technology Suppliers & Service Providers - Flight Navigation Systems Providers The Lienor Critical Vendors are vendors who have obtained or may be able to assert statutory lien rights under applicable law. The Non-Lienor Critical Vendors are vendors who have neither obtained nor have the right to assert statutory liens under applicable law. By this motion, the Debtors, acknowledging the importance of the Critical Vendors, seek authority from Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to pay all of their outstanding obligations to the Critical Vendors. The Debtors propose to pay, in their sole discretion, the claims of each Non-Lienor Critical Vendor on the condition that they agree to continue to supply goods or services to the Debtors on customary trade terms for a period of time and enter into a vendor agreement. If a Non-Lienor Critical Vendor later refuses to continue to supply goods or services to the Debtors on the Customary Trade Terms, then the Debtors may (i) declare that the payment to that creditor is a voidable postpetition transfer and (ii) demand that the creditor immediately return the payments to the extent the aggregate amount of the payment exceeds the Debtors' postpetition obligations. Section 503(b)(9) Claims Ms. Bove asserts that the Debtors are not required, prior to the conclusion of their bankruptcy cases, to reconcile or pay claims of Critical Vendors for the value of goods received by the Debtors in the ordinary course of their business during the 20- day period prior to the Petition Date, which are likely entitled to administrative expense priority under section 503(b)(9) of the Bankruptcy Code. Notwithstanding that, the Debtors ask the Court to clarify that they are authorized in their sole discretion in the ordinary course of their businesses, but not required, to pay the 503(b)(9) Claims, or any portion thereof, of any claimant that is a Critical Vendor, provided that any payment of 503(b)(9) Claims will be conditioned upon the claimant's agreement to Customary Trade Terms and execution of a Vendor Agreement. The Debtors also ask that payments of 503(b)(9) Claims made to Non-Lienor Critical Vendors not count against the Non-Lienor Vendor Claims Cap. For the avoidance of doubt, the Debtors will not pay any 503(b)(9) Claims asserted by claimants that are not Critical Vendors, Ms. Bove tells the Court. * * * Judge Glenn, on an interim basis, approves the Motion and authorizes the Debtors to pay all of their outstanding obligations to Critical Vendors to the extent that until January 28, 2010, the relief requested by the Debtors is granted only to the extent that it is necessary to avoid immediate and irreparable harm. The Debtors are directed to determine, in the ordinary course of business, who is a Critical Vendor by considering, among other things, (a) which suppliers were sole source or limited source suppliers, without whom the Debtors could not continue to operate without disruption, (b) which suppliers would be prohibitively expensive to replace, (c) which suppliers present an unacceptable risk should they cease the provision of truly essential services or supplies and (d) the extent to which suppliers may be able to obtain or have obtained trade liens on equipment, supplies or goods of the Debtors. The Debtors will maintain a matrix summarizing (a) the name of each Critical Vendor paid on account of vendor claims, (b) the amount paid to each Critical Vendor on account of its vendor claim and (c) the goods or services provided by the Critical Vendor. The Debtors will provide the Matrix to the U.S. Trustee and the professionals engaged by an official committee of unsecured creditors, on a weekly basis. With respect to Lienor Critical Vendors, and with respect to Non- Lienor Critical Vendors, the Debtors will provide the Matrix to those parties when the payments to those parties aggregate $250,000 and the Debtors will provide those parties with a revised Matrix each time the payments to the Non-Lienor Critical Vendors subsequently aggregate $250,000. The Committee's professionals will keep the Matrix confidential and will not disclose any of the information in the matrix to anyone, including, but not limited to, any member of the Committee, without prior written consent from the Debtors. All Vendor Agreements will be deemed to have terminated, together with the other benefits to Critical Vendors, upon entry of an order converting the Debtors' Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code. The Court directs each of the banks and financial institutions to receive, process, honor and pay all checks presented for payment and to honor all fund transfer requests made by the Debtors. Judge Glenn rules that nothing in the Order will be deemed as an impairment of the Debtors' rights to contest the validity or amount of any claims asserted by any Critical Vendor or paid pursuant to authority granted under the Interim Order. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, 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, respectively, and independently as Mesa Airlines and go! Mokulele. 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 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) MIDWAY GAMES: Dewey Prevails in Fee Spat With Creditors ------------------------------------------------------- Jettisoning creditors' objections, a judge has given the green light to Dewey & LeBoeuf LLP to bill the estate of Midway Games Inc. for legal services the firm provided to embattled board members of the bankrupt video game company, Law360 reports. Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price is roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. At June 30, 2009, the Debtors had $1.39 billion in total assets and $1.59 billion in total liabilities. MITEK SYSTEMS: Mayer Hoffman Raises Going Concern Doubt ------------------------------------------------------- Mayer Hoffman McCann P.C., in San Diego, Calif., expressed substantial doubt about Mitek Systems, Inc. ability to continue as a going concern after auditing the Company's financial statements as of and for the years ended September 30, 2009, and 2008. The independent public accounting firm reported that the Company has negative working capital and has incurred recurring operating losses and negative cash flows from operations. The Company reported a net loss of $1,321,964 on sales of $3,618,615 for the year ended September 30, 2009, compared to a net loss of 748,764 on sales of $5,229,448 for the year ended September 30, 2008. At September 30, 2009, the Company's balance sheet showed total assets of $1,601,110, total liabilities of $1,475,345, and total stockholders' equity of $125,765. The Company's balance sheet at September 30, 2009, also showed strained liquidity with $1,145,525 in total current assets available to pay $1,425,971 in total current liabilities. A full-text copy of the Company's Form 10-K is available at no charge at http://researcharchives.com/t/s?4d2f About Mitek Systems Based in San Diego, Calif., Mitek Systems, Inc. (OTC: MITK.OB) -- http://www.miteksystems.com/-- is primarily engaged in the development and sale of software solutions. The Company develops and markets intelligent character recognition and document capture products and services deployed primarily in the financial services markets. MOHEGAN TRIBAL: Pennsylvania Table Game OK Has Pos. Credit Effects ------------------------------------------------------------------ Pennsylvania legalized table games like poker and blackjack, a negative development for the credit profiles of already-suffering casino operators in nearby Atlantic City. For Atlantic City casino operators Harrah's Entertainment, Inc. (Caa3, negative) and Trump Entertainment Resorts Holdings, LP (unrated and in bankruptcy), the approval of table games in Pennsylvania carries negative credit implications. This is because these companies -- already suffering from weak gaming demand and increased competition from slots in Pennsylvania -- are bound to see further declines in gaming revenues owing to the new table game legislation. Atlantic City generates over $1 billion a year from table games, which accounts for 30% of its total annual gaming revenue. This represents a large potential market for Pennsylvania, particularly for casinos located in the eastern part of the state and in relatively easy driving distance to Atlantic City. For casino operators like Las Vegas Sands (B3, negative), Mohegan Tribal Gaming Authority (B3, stable), and Penn National Gaming, Inc (Ba2, negative) -- each of which owns a casino in eastern Pennsylvania -- this is a credit-positive event because of the additional gaming revenue that will likely come to the state from Atlantic City. However, Moody's don't believe that this new legislation, though positive for Pennsylvania gaming revenues, will be enough to positively affect the ratings of the companies that own eastern Pennsylvania gaming facilities. This is because many of them are rated B3 or lower and/or generate a majority of their earnings from casinos outside of Pennsylvania. Likewise, Moody's don't think this development will affect the already low ratings of Harrah's Entertainment, Inc., although it could limit the company's ability to improve its rating over the longer-term given it large concentration in Atlantic City. But beyond the near-term impact of the approval of table games in Pennsylvania, the move is a symptom of the bigger problem plaguing the gaming business, namely that there are more states and more facilities scrapping over an ultimately finite -- and possibly permanently smaller -- pie. So while the new legislation will give Pennsylvania casinos a boost in the short run and will likely hurt gaming revenues in Atlantic City, it opens up a new front in the battle among states to make gaming attractions more appealing. Neighboring jurisdictions might boost promotional activity and further expand their own gaming offerings, which could end up costing Pennsylvania casinos more to stay competitive. But Moody's doubt any new costs of doing business will undermine the economics of allowing table games in the state. MONTECITO AT MIRABEL: Files List of 5 Largest Unsecured Creditors ----------------------------------------------------------------- Montecito at Mirabel Development, L.L.C., has filed with the U.S. Bankruptcy Court for the District of Arizona a list of its five largest unsecured creditors. A full-text copy of the Debtor's list of creditors is available for free at http://bankrupt.com/misc/azb09-33899.pdf Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. -- dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case No. 09-33899). Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C., 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. MONTECITO AT MIRABEL: Sec. 341 Creditors Meeting Set for Feb. 2 --------------------------------------------------------------- The U.S. Trustee for Region 14 will convene a meeting of Montecito At Mirabel Development, L.L.C.'s creditors on February 2, 2010, at 1:30 p.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, AZ. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. -- dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case No. 09-33899). Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C., 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. MONTECITO AT MIRABEL: Taps Nussbaum & Gillis as Bankr. Counsel -------------------------------------------------------------- Montecito At Mirabel Development, L.L.C., has sought authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Randy Nussbaum and the law firm of Nussbaum & Gillis, P.C., as bankruptcy counsel. Nussbaum & Gillis will assist the Debtor in matters necessary for the Chapter 11 bankruptcy proceedings, represent the Debtor in hearings before the Court, and negotiate and resolve issues related to its Chapter 11 bankruptcy proceedings. The Debtor will pay Nussbaum & Gillis based on the hourly rates of its personnel: Partners $325-$450 Associates $175-$324 Paralegal Assistants $115-$175 The Debtor believes that Nussbaum & Gillis is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. -- dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case No. 09-33899). Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C., 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. MOVIE GALLERY: Wants to Pay Incentives to Employees --------------------------------------------------- Cindy Spielvogel at Video Business says Movie Gallery asked the U.S. Bankruptcy Court to pay incentives to employees assisting in the store closings. More than 220 Hollywood video and 170 Movie Gallery stores will be closed, and inventory will be sold by end of March. This is the second phase closure of underperforming and unprofitable stores for the company, report says. The first phase took place in September that shut down 520 stores. Movie Gallery, Inc. is a home entertainment specialty retailer serving urban, rural and suburban markets in North America. The Company owns and operates approximately 3,290 retail stores, located throughout North America, that rent and sell digital versatile discs (DVDs), blu-ray discs and video games. The Company operates through three brands: Movie Gallery, Hollywood Video and Game Crazy. In March 2007, the Company acquired substantially all of the assets, technology, network operations and customers of MovieBeam, Inc, an on-demand movie service. During the fiscal year ended January 6, 2008 (fiscal 2007), the Company ceased operations of its MovieBeam business. On May 20, 2008, the Company announced that it has emerged from Chapter 11 bankruptcy protection The Company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Bankruptcy Court confirmed a reorganization plan for Movie Gallery in April 2008, which paved way for the Company's emergence a month later. William Kaye was appointed plan administrator and litigation trustee. MPI AZALEA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: MPI Azalea, LLC aka Highland Brooke Apartments 3280 Peachtree Road, Suite 600 Atlanta, GA 30305 Case No.: 09-60803 Chapter 11 Petition Date: January 8, 2010 Debtor-affiliates filing separate Chapter 11 petitions January 8, 2010: Entity Case No. ------ -------- Miles Properties, Inc. 10-60797 MPI Development Group, Inc. 10-60798 MPI Portfolio I LLC 10-60802 Miles-Cherry Hill, LLC 10-60804 Miles-Oak Park, LLC 10-60805 Miles-Fox Hollow, LLC 10-60806 Miles-April Ridge, LLC 10-60807 MPI Cimarron, LLC 10-60808 MPI Sunset Place, LLC 10-60809 MPI Palms West, LLC 10-60810 MPI British Woods, LLC 10-60811 MPI Chaucer, LLC 10-60812 Debtor-affiliates filing separate Chapter 11 petition December 9, 2009: Entity Case No. ------ -------- Daniel J. Miles 09-92601 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Jimmy C. Luke, Esq. Foltz Martin, LLC Suite 750, 5 Piedmont Center Atlanta, GA 30305 Tel: (404) 231-9397 Fax: (404) 237-1659 Email: jluke@foltzmartin.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Ronald L. Glass the company's chief restructuring officer. MPI Azalea, LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ City of Atlanta Water Supplier $111,082 Department of Water Master Contracting Construction $109,693 Right Turn Painting $33,180 Creative Companies Flooring Maintenance $22,305 James Knight, III Home Depot Supply Building Supplies $19,628 fka Maintenance Whse Landscape Management Landscaping $16,500 Services Georgia Power Power Provider $14,266 Private Security Enforcement Security $13,500 Southeastern Appliance Lighting supplier $7,738 & Lighting Co. Howard A. Hoffer Gas South Gas Provider $7,559 B Jay Contracting Inc. Contractor $6,515 Advanced Disposal Disposal services $5,181 Attn: Liz Thorne Atlanta Apartment Magazine Magazine $4,990 Crowe Roofing Systems, Roofing $4,805 Inc. Todd Security & Security $4,719 Association, Inc. Seagull Enterprises, LLC Interior Flooring $3,656 Fowler, Hein, Cheatwood, Legal Services $3,034 & Williams, PA Tygris Vendor Finance Vendor financing $1,780 Wilmar Industries, Inc. Maintenance Supplies $1,735 Orkin Exterminating Co., Exterminator $1,628 Inc. NATIONAL RETAIL: Fitch Downgrades Preferred Stock Rating to 'BB+' ----------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating and outstanding debt ratings for National Retail Properties, Inc.: -- IDR at 'BBB'; -- Unsecured line of credit at 'BBB'; -- Senior unsecured notes at 'BBB'; -- Senior unsecured convertible notes at 'BBB'. In addition, Fitch has downgraded the preferred stock rating of National Retail Properties, Inc.: -- Preferred stock to 'BB+' from 'BBB-'. The Rating Outlook is Stable. Fitch's affirmations reflect the consistent performance of NNN's portfolio given the current economic environment, as evidenced by a 96.3% occupancy and slightly positive net operating income growth as of Sept. 30, 2009 compared to Sept. 30, 2008. The ratings affirmations also reflect NNN's solid fixed-charge coverage ratio (defined as recurring operating EBITDA less capital expenditures and straight-line rents, divided by interest expense, capitalized interest, and distributions on preferred stock) of 3.1 times for the 12 months ended Sept. 30, 2009, up from 2.9x for full year 2008. The ratings are further supported by NNN's diversified free- standing retail and convenience store assets consisting of 1,004 investment properties spread throughout 44 states, primarily in the states of Texas, Florida, Illinois, North Carolina and Georgia. NNN's portfolio is comprised of over 200 tenants encompassing 35 industry classifications. Additionally, NNN's solid risk-adjusted capitalization ratio of 1.4x, and unencumbered asset coverage of unsecured debt (based on undepreciated book assets) of 2.7x as of Sept. 30, 2009, provides ample protection to unsecured bondholders. NNN also exhibits strong leverage metrics that are commensurate with its 'BBB' rating. NNN's net debt to recurring operating EBITDA ratio as of Sept. 30, 2009, was 5.0x, down from 5.4x as of Dec. 31, 2008. The ratings also point to the strength of NNN's management team, and NNN's consistent and successful execution of its business strategy, which entails acquiring, owning, and investing in single-tenant retail properties, generally under long-term triple net leases. Fitch views positively NNN's manageable debt maturity schedule, which contributes to a liquidity coverage ratio (total expected sources of liquidity divided by total expected uses of liquidity) of 3.2x for the period of Sept. 30, 2009 through Dec. 31, 2011. NNN's full availability under its $400 million unsecured line of credit, which recently replaced an existing facility in November 2009 is the main driver of NNN's liquidity surplus. NNN's debt maturity schedule, which results in only 16% of total debt maturing through 2011 (including $138.7 million of senior unsecured convertible notes Fitch expects to be put to NNN in 2011), and strong unencumbered asset to unsecured debt coverage provide additional financial flexibility and limit refinance risk over the next two years. In addition, the financial covenants in the company's unsecured debt agreements do not limit NNN's financial flexibility. Fitch's credit concerns revolve around the potential for tenant credit issues to negatively impact NNN's cash flows, due to a difficult retail environment that remains susceptible to restrained consumer spending and challenging economic conditions. Additionally, Fitch remains concerned with NNN's relatively high exposure to the convenience store industry, an industry which is atypical of NNN's traditional retail lines of trade. However, Fitch notes that NNN's convenience store portfolio has provided positive returns to date and does not expect any adverse effects from NNN's exposure to this segment in the near term. The two-notch difference between NNN's IDR and its preferred stock rating is consistent with Fitch's new hybrid securities rating criteria, and results in a downgrade of NNN's preferred stock by one notch. Based on Fitch's criteria reports, 'Rating Hybrid Securities' and 'Equity Credit for Hybrids and Other Capital Securities - Amended' both dated Dec. 29, 2009, the company's cumulative preferred stock has loss absorption elements that would likely result in poor recoveries in the event of a corporate default, resulting in a two-notch difference between NNN's IDR and its preferred stock rating. The Stable Outlook centers on Fitch's expectation that NNN will continue to exhibit solid credit metrics throughout 2010 and 2011. In addition, NNN's long-term triple net leases and manageable lease expiration schedule provide a stabilizing component to the portfolio. The Outlook also takes into account NNN's financial flexibility, strong liquidity position, and the diversity of NNN's portfolio and tenant base. These factors may have a positive impact on NNN's ratings: -- Fitch-defined fixed charge coverage were to sustain above 3.5x (fixed charge coverage was 3.1x for the 12 months ended Sept. 30, 2009); -- Total debt to annualized recurring EBITDA were to sustain below 4.5x (leverage was 5.0x as of Sept. 30, 2009); -- NNN's unencumbered asset to unsecured debt coverage ratio on an undepreciated book basis were to sustain above 3.0x (coverage was 2.7x as of Sept. 30, 2009). These factors may have a negative impact on NNN's ratings: -- Fitch-defined fixed charge coverage were to fall below 2.5x for several consecutive quarters; -- Total debt to annualized recurring EBITDA were to sustain above 6.0x; -- NNN's unencumbered asset to unsecured debt coverage ratio were to sustain below 2.3x; -- A liquidity deficit. NEXMED INC: Plans to Submit NADAQ Listing Compliance Plan ---------------------------------------------------------- NexMed, Inc., provided an update on ongoing corporate activities and the status of the Company's NASDAQ listing. Product Pipeline Topical Alprostadil Treatments NexMed expects to hear from Health Canada concerning the approvability of its New Drug Submission (NDS) for Vitaros(R), its topical treatment for erectile dysfunction, sometime in February 2010. As such, management has postponed negotiations with its potential partner until an approval decision from Health Canada is received, as partnering negotiations with a marketing approval would be expected to yield more favorable terms for the Company. In the U.S., NexMed is awaiting a response from the Food and Drug Administration (FDA) regarding the carcinogenicity (CAC) assessment package, which it expects to occur within the next two months. Partnering efforts for Femprox(R), NexMed's topical treatment for female sexual dysfunction, are on hold pending the final decision by the FDA. Outside of North America, NexMed is awaiting Health Canada or the FDA's response to accelerate partnering efforts and/or filing for marketing approvals. To date, NexMed has received multiple indications of interest from international pharmaceutical companies that might be interested in partnering with NexMed. In addition, through its Bio-Quant research and development team, NexMed is running new efficacy studies on the Vitaros formulation to assess the potential of the compound for other indications such as wound healing and Raynaud's Syndrome. NexMed's strategy is to take advantage of the development work already completed for Vitaros and bolster the existing database with new data and apply it to potentially shorten the path of approval. The goal includes commencing partnering discussions in mid-2010 for the new indications, if the pre-clinical data are positive. NM100060 Onychomycosis Treatment NexMed is actively engaged in efforts to re-license this product for the treatment of nail fungus. In the meantime, Novartis continues to transfer the clinical and regulatory dossiers to the Company and the data are being shared with potential partners. Topical Psoriasis Treatment NexMed's Bio-Quant R&D team is also proceeding with extensive pre- clinical efficacy studies to strengthen its psoriasis candidate while actively engaging in partnering discussions. Topical NSAID Program NexMed is also exploring the opportunity to license an early stage NSAID program, which includes an issued U.S. patent. This program was not pursued when NexMed chose to focus its resources on its sexual dysfunction programs. Preclinical data of the NexACT-based ketoprofen cream has shown more rapid and efficient delivery of the drug as compared to the currently marketed products. NexACT technology, Partnering as a Service NexMed has initiated discussions with potential partners regarding the application of its NexACT technology to drugs that will soon be going off-patent to help create a second-generation drug that has patent protection through the mechanism of delivery. The NexACT platform technology has demonstrated the potential to improve the topical absorption of active therapeutic ingredients and/or to develop new patient-friendlier routes of administration. Incorporating older drugs with the NexACT proprietary delivery system can create new products that not only provide patients with added therapeutic benefits, but can also extend the product life for up to an additional 20 years. As such, the Company intends to aggressively pursue these types of potential partnering arrangements going forward. NexACT technology, New Applications In addition to developing innovative topical treatments, NexMed's new scientific team is evaluating the ability of the NexACT technology to deliver biologics, such as humanized or fully human antibodies, via transdermal application. The delivery of such biologics through the skin represents a novel approach to delivering antibodies to specific areas of the body with limited systemic exposure -- potentially reducing side effects and toxicity. The Company is also evaluating the ability of the NexACT technology to deliver drugs orally, including various first-line oral chemotherapeutics, which currently have poor bioavailability and thus require high doses and result in certain toxic side effects. NASDAQ Listing On January 4, 2010, NexMed received an expected notice of non- compliance from The NASDAQ Stock Market LLC based upon its failure to solicit proxies and hold an annual meeting for fiscal 2008 by December 31, 2009, as required by NASDAQ Listing Rules 5620(a) and 5620(b), which could serve as an additional basis for the delisting of the Company's securities from The NASDAQ Capital Market. NexMed had discussed this matter with the NASDAQ Listing Qualifications Panel at the hearing on November 12, 2009, and explained that it planned to postpone the 2008 annual meeting due to the ongoing acquisition of Bio-Quant and would not be able to incorporate all of the relevant acquisition related materials in the meeting proxy in a timely manner. As NexMed previously announced on December 18, 2009, the Panel granted its request to remain listed on The NASDAQ Capital Market, subject to the condition that it evidence stockholders' equity of at least $2.5 million or a market value of listed securities of at least $35 million on or before March 31, 2010. The determination followed the hearing before the Panel on November 12, 2009, at which time NexMed presented its plan to evidence compliance with all requirements for continued listing on The NASDAQ Capital Market, including the proxy solicitation/annual meeting and bid price requirements (notwithstanding the fact that NexMed was not yet deficient with respect to those standards). As provided by NASDAQ's most recent notice, NexMed plans to timely make a formal written submission to the Panel presenting its plan to evidence compliance with the proxy solicitation and annual meeting requirements. While it intends to file a proxy statement for a special meeting of shareholders to be held within the next sixty days to consider amending its Articles of Incorporation to authorize more common stock for issuance, that meeting may not be conducted as an annual meeting since the proxy statement will not incorporate audited financial statements for the fiscal year ended December 31, 2009. As a result, in order to satisfy NASDAQ's annual meeting requirement, NexMed plans to file a proxy statement for a joint 2008/2009 annual meeting promptly following the filing of its Annual Report on Form 10-K for fiscal 2009 in March 2010. Accordingly, the Company is asking the Panel to modify its previously issued decision in accordance with the Company's revised plan of compliance. However, there can be no assurance that the Panel will grant the Company's request. Also as previously announced, NexMed remains subject to a grace period through January 25, 2010 to evidence compliance with the $1.00 bid price requirement for continued listing on NASDAQ. In the event NexMed does not evidence compliance with the bid price requirement by that date, NexMed expects to receive an additional formal notice of non-compliance and to be afforded an opportunity to request an exception from the Panel to evidence compliance with the minimum bid price requirement. In that regard, NexMed will implement a reverse stock split, if necessary, to evidence compliance with NASDAQ's minimum bid price requirement, which action may be taken at any time at the discretion of the NexMed Board of Directors. Corporate Integration Subsequent to the December 17, 2009 announcement of the lease of its manufacturing building in New Jersey, NexMed has completed the relocation of its headquarters to 6330 Nancy Ridge Drive, San Diego, CA 92121. NexMed now has 34 full time employees, of whom eight employees hold either Ph.D or MD degrees. NexMed will include the pro forma financial statements for the combined entity in an amendment to its December 17, 2009 Current Report on Form 8- K, to be filed on or before February 26, 2010. About NexMed NexMed Inc.'s pipeline includes a late stage terbinafine treatment for onychomycosis, a late stage alprostadil treatment for erectile dysfunction, a Phase 2 alprostadil treatment for female sexual arousal disorder, and an early stage treatment for psoriasis. On the Net: http://www.nexmed.com/ NORTEL NETWORKS: Gets Nod to Send 64 Client Contracts to Avaya -------------------------------------------------------------- Nortel Networks Inc. and its affiliates obtained Court approval to assume and assign 64 more customer contracts to Avaya Inc. in connection with the sale of their Enterprise Solutions Business. Meanwhile, Intoto LLC and Freescale Semiconductor Inc. dropped their objections to the proposed sale of the Debtors' business. The Objecting Parties withdrew their objections after they were advised by NNI that none of their agreements will be assumed and assigned to Avaya. Microsoft Corp. filed an objection to the proposed assumption and assignment of its contracts, which include a vendor service agreement dated November 30, 2003, and a license agreement dated May 30, 2003, on grounds that the contracts had already expired and thus, cannot be assumed and assigned. 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) NORTEL NETWORKS: Gets Nod for Side Agreement With Nortel China -------------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors obtained approval from the U.S. Bankruptcy Court for the District of Delaware of a "side agreement" with Nortel Networks (China) Ltd. and Nortel Networks Ltd. The parties hammered out the Side Agreement in connection with the sale of their Code Division Multiple Access (CDMA) business and Long Term Evolution (LTE) assets to Telefonaktiebolaget LM Ericsson. The deal is intended to ensure that Nortel China receives at least the minimum necessary consideration for the sale of its assets. The key terms of the Side Agreement are: (1) In the event the "required purchase price" or the amount of sale proceeds to be allocated to Nortel China as consideration for its assets exceeds the amount of sale proceeds allocated to the company pursuant to the protocol for resolving disputes over the allocation of sale proceeds, NNL and NNI will each pay to Nortel China an "adjustment amount" equal to 50% of the difference between the required purchase price and the allocated purchase price. (2) The required purchase price will be determined by an independent third-party valuation expert retained by Nortel China at its own expense, in consultation with NNL and NNI. If either NNL or NNI objects to the valuation provided by the valuation expert within 30 days of receipt of notice, two additional valuation experts will be retained and the required purchase price will be the average of the three. (3) Any payment by NNL or NNI of its portion of the adjustment amount will be considered to be a corresponding deduction in the amount of sale proceeds allocated to NNL and NNI for the sale of their respective CDMA and LTE assets. (4) If NNL or NNI objects to the valuations provided by the additional valuation experts within 30 days of receipt of written notification of the additional valuation amounts, the parties will submit the determination of the adjustment amount to arbitration in Beijing under the auspices of the China International Economic and Trade Arbitration Commission. (5) In the event that subsequent to the payment of the adjustment amount Nortel China makes one or more dividend payments, distributions or other payments to NNL in its capacity as a shareholder of Nortel China, NNL will pay 50% of the after-tax amounts of those distributed amounts to NNI upon actual receipt of the distributed amounts, provided that those payments to NNI will not in the aggregate exceed the portion of the adjustment amount paid by NNI to Nortel China. A full-text copy of the Nortel China Side Agreement is available without charge at: http://bankrupt.com/misc/Nortel_AgreementNNChina.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) NORTEL NETWORKS: Has OK to Hire John Ray as Principal Officer ------------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ John Ray as their principal officer effective December 7, 2009. Andrew Remming, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in Wilmington, Delaware, asserts that the employment of a principal officer in the Debtors' cases would "help ensure that critical management functions related to the Debtors' bankruptcy cases and sale processes are effectively discharged." The role of Mr. Ray as principal officer is critical to the Debtors' efforts to support and defend the Debtors' interests among the various constituencies, to maximize recoveries for creditors of the Debtors as well as to market and sell their remaining businesses and assets, Mr. Remming says in court papers. Mr. Ray is the senior managing director of Illinois-based Avidity Partners LLC. He served as chief administrative officer and general counsel of Fruit of the Loom from 1998 to 2002, and as president of Enron Corp. from 2005 to 2009. As principal officer to the Debtors, Mr. Ray will be tasked to: (1) direct and oversee the winding up of the businesses of the Debtors and review and guide their interaction with other Nortel entities and businesses; (2) support and defend the interests of the Debtors' estates and their creditors on issues, including purchase price and cost allocation, repatriation of cash, cost reductions, transition services and related pricing, claims resolution, inter-estate disputes between the Debtors or among the Debtors and the various Nortel entities, compensation, auditing and other administrative functions, and any other issues that may affect recoveries to creditors of the Debtors' estates; (3) receive periodic reports from operational management on the provision of transition services and the winding down of the Nortel businesses; (4) work with all constituents to develop and implement plans to monetize remaining assets, strategies to wind down Nortel businesses, plans of liquidation or reorganization; (5) interact and consult as appropriate with Nortel employees, Ernst & Young Inc., the joint administrators, the Official Committee of Unsecured Creditors, an ad hoc group of bondholders which holds claims against the Debtors, and their advisors; and (6) meet with and provide periodic reports to the Board of Directors of NNI, the Creditors Committee, the steering committee of the bondholders' group and the Court. Mr. Ray will be paid $450 per hour for his services and will be reimbursed of expenses he incurred in connection with his employment. In a statement filed with the Court, Mr. Ray declared that he and his firm do not hold interests adverse to the Debtors and that they do not have any connection with the Debtors, their creditors or any other party with an actual or potential interest in these Chapter 11 cases. * * * Mr. Ray is neither authorized to act in any other capacity without further Court order nor authorized to serve as director of any of the Debtors prior to the effective date of any Chapter 11 plan confirmed in their cases. Mr. Ray is required to file in Court and provide notice to the U.S. Trustee and all official committees, reports of compensation earned and expenses incurred on a monthly basis. All compensation will be reviewed by the Court in case an objection is filed. In the event the Debtors want Mr. Ray to assume executive officer positions that are different than what was proposed or to materially change the terms of the engagement, they are required to file a motion to modify his employment. The Debtors are also authorized to indemnify Mr. Ray on the same terms as provided to their other officers. Mr. Ray is not allowed to make any investments in the Debtors or the reorganized companies for a period of three years after the conclusion of his employment. 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) NOVA HOLDING: Has Until March 1 to File Plan of Reorganization -------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware extended Nova Holding Clinton County LLC, et al.'s exclusive periods to propose a Chapter 11 plan of reorganization or liquidation and to solicit acceptances of that plan until March 1, 2010, and April 30, 2010, respectively. As reported in the Troubled Company Reporter on December 18, 2009, the Debtors related that they are in engaged in the process of closing the sale of Nova Biofuels Seneca, LLC, and Nova Biosource Technologies, LLC, to Clinton County Bio Energy, LLC. The Debtors add that after the sale completion, they will complete the analysis and negotiations with their major creditor constituencies with respect to the proposed chapter 11 plan. Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes industrial organic chemicals and biological products. Nova Holding and certain affiliates filed for Chapter 11 protection on March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081). Michael B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz, Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as counsel. David W. Carickhoff, Esq., at Blank Rome LLP, is Delaware counsel to the Debtors. The Debtors listed between $10 million and $50 million each in assets and debts. OPUS EAST: BoA Allowed to Foreclose on Office-Retail Building ------------------------------------------------------------- Bank of America, N.A., in its capacity as administrative agent for itself and certain other lenders, won an order from the Bankruptcy Court lifting the automatic stay so that it can foreclose on its interest in a newly constructed 12-story, urban office-retail building in 100 M Street SE, in Washington, D.C., owned by Debtor 100 M St. SE LLC. BofA reasoned that it seeks the foreclosure proceedings because the Debtors cannot provide adequate protection to its interest and have no equity in the Property nor any ability to reorganize. Stuart M. Brown, Esq., at Brown Angell Palmer & Dodge LLP, in Wilmington, Delaware, relates that 100 M St. SE LLC, one of the Opus East Debtors, derives its interest in the Property from a 60-year ground lease with Square 743, Inc., the ground lessor, which holds the fee simple interest in the title to the land underlying the Property. Mr. Brown notes that the Debtor own the improvements to and situated on the Property. She adds that the Property does not include the fee to the underlying land, as it is owned by the Ground Lessor, but does include the Debtor's interest in the Ground Lease. Parties Seek Relief From Order Ceilings and Partitions, Inc., Custom Glass Services, Inc., Mechanical Design Systems, Inc. and Ryan Floors, Inc. sought relief from the Court's Lift Stay Order. The Objecting Parties are contractors and providers of commercial construction and installation services within the District of Columbia. Prior to the Petition Date, pursuant to certain construction contracts with certain of the Opus East Debtors, each of the Objecting Parties provided improvements to the newly constructed 12-story, urban office-retail building in 100 M Street Office Building Property. The Objecting Parties relate that they have not been paid of their services and as a result, have filed and perfected mechanics liens on the Property and related improvements. Michael J. Joyce, Esq., at Cross & Simon LLC, in Wilmington, Delaware, points out that BofA asserted in its Lift Stay Motion that the market value of the Property is less than the amount it is owed. BofA has failed to offer any factual support for the contention, he argues, on behalf of the Objecting Parties. Mr. Joyce tells the Court that record indicates that the Debtor may have significant equity in the Property because the Debtor's Schedules of Assets and Liabilities depicts that the Property is valued at $64,624,627 and that the BofA's secured claim is $55,238,015. He further points out that the Debtors' monthly operating report filed on October 28, 2009, values the Property at $64,624,627 and lists BofA's secured claim at $55,238,015. Mr. Joyce also notes that in September 2009, the Washington Business Journal reported that Mayfield Gentry, a Detroit pension fund, was negotiating to buy the Property for $80,000,000. He adds that upon information and belief, Mayfield Gentry is still negotiating to buy the Property. Against this backdrop, Mr. Joyce asserts that the Objecting Parties are entitled to a ruling altering or amending the Lift Stay Order to prevent a "manifest injustice" as a result of BofA's failure to properly notice its Lift Stay Motion in order to afford parties-in-interest due process and an opportunity to be heard; and BofA's failure to provide any facts to support its contention that no equity remains in the Property. Mr. Joyce notes that BofA filed its Lift Stay Motion on December 14, 2009, and the Order was entered on December 21, 2009, which is 10 days prior to the expiration of the required notice period as set forth under Rules 4001-1 and 9006-1(c) of the Local Rules of Bankruptcy Procedure for the District of Delaware. For this reason, Mr. Joyce maintains that the Objecting Parties and potentially other parties-in-interest were deprived of their opportunity to be heard. In separate filings, the Objecting Parties sought and obtained the Court's consent to hear their request on January 6, 2010, on an expedited basis. BofA Responds Representing BofA, Stuart M. Brown, Esq., at Edwards Angell Palmer & Dodge LLP, in Wilmington, Delaware, argues that there is no evidence that the amount listed in the Debtor's schedules, and copied into the Liquidating Trustee's Monthly Operating Report, reflects the market value of the Property at the time BofA's Lift Stay Motion was filed. Mr. Brown adds that the use of the same figure in the Liquidating Trustee's monthly report is suggestive of nothing more than that the Trustee's office copied a figure from the bankruptcy schedules into a monthly report. With regard to the Washington Business Journal article cited by the Objecting Parties, Mr. Brown asserts that the assertions in the article were wildly inaccurate in all respects. He notes that efforts were made by the Liquidating Trustee to discover and contact the source of the story and have the article retracted as untrue in September 2009. "To reiterate, there is presently no viable offer to purchase the Property -- for $80 million or any other amount -- from anyone," Mr. Brown tells the Court. In September 2009, the Liquidating Trustee commissioned two broker analyses with a view to engaging a broker to market the Property, according to Mr. Brown. The Liquidating Trustee and BofA subsequently received valuation reports from CB Richard Ellis and Grubb & Ellis. As a result of the Brokers' Reports, all parties, including the Trustee, determined that a stipulation granting relief from that automatic stay with respect to BofA was the best course of action for the Debtor's estate, minimizing the accrual of administrative expenses. BofA admits that for business reasons, it did not disclose in the Lift Stay Motion the detail of the Brokers' Reports it received. In order to resolve the Objecting Parties' request to vacate the Order, Mr. Brown discloses that BofA is willing to file the Brokers' Reports with the Court under seal and make them available to the Objecting Parties' counsel subject to a protective order and on the understanding that the Objecting Parties' counsel may discuss their content with his clients, but will not be disseminated to any third party. About Opus East Rockville-based Opus East LLC has developed more than 13.3 million square feet of space since starting operations in 1994. It filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the District of Delaware. Opus East LLC listed $100 million to $500 million in debts, against $50 million to $100 million in assets in its Chapter 7 petition. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and Chapter 7 proceedings of Opus East their related debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) OPUS SOUTH: Gets March 18 Extension of Exclusive Periods -------------------------------------------------------- Opus South Corporation sought and obtained an extension of (i) the period during which it has the exclusive right to file a Chapter 11 plan by 90 days through and including March 18, 2010, and (ii) the period during which it has the exclusive right to solicit acceptances of that plan, through and including May 17, 2010. Victoria Counihan, Esq., at Greenberg Traurig LLP, in Wilmington, Delaware, informed the Court that no objections were asserted as of December 30, 2009, as to the Opus South Debtors' request for an extension of their Exclusive Periods. Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in Wilmington, Delaware, asserted that ample cause exists to extend the Exclusive Periods of the Opus South Debtors. She contends that the Opus South Debtors have worked diligently to administer their estates and since the Petition Date, have focused on stabilizing properties, obtaining necessary funding, negotiating and consummating sales of assets, and negotiating various alternative exit strategies for each particular property with each property's particular lender. Opus South Corp. is the management company for all of the Opus South Debtors whose Chapter 11 cases are still pending and all the affiliated Opus South Debtors whose cases have previously been converted to Chapter 7. It provides employees and accounting services and conducts general business operations for all the Debtors. Ms. Counihan pointed out that Waters Edge One LLC, one of the Opus South Debtors, has filed a plan of reorganization and has scheduled a confirmation hearing for the middle of February 2010. She asserts that Opus South Corp. will need to continue to provide its management services to Waters Edge through the effective date of confirmation of its Chapter 11 plan. Opus South Corp. desires to keep its options available for an exit strategy for its case, including the right to file a Chapter 11 plan, until all of the other affiliated Debtors for which it provides management services have finalized their Chapter 11 cases, Ms. Counihan tells the Court. Ms. Counihan maintained that the extension of the Exclusive Periods will not harm creditors or other parties-in-interest, as they will retain the right to seek to terminate the Exclusive Periods or to oppose any future requests for extensions. About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: Has Nod for SW 119 Settlement Agreement -------------------------------------------------- Opus West Corp. and its units obtained approval from the Bankruptcy Court of a compromise and settlement of controversy and mutual releases with SW 119 Plaza Del Rio Limited Partnership regarding various claims between the Parties. According to Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in Dallas, Texas, the Parties desire to avoid the expense, inconvenience, delay, and uncertainty of litigation by compromising and settling the claims and disputes arising pursuant to a certain letter agreement among them. Accordingly, the Parties stipulate that: (a) the Letter Agreement will be terminated; (b) any amounts owed by the Debtors to SW 119 under the Letter Agreement will be forgiven; (c) SW 119 will have no obligation to repay any amounts previously advanced by the Debtors related to a property subject of the Letter Agreement; and (d) the Debtors and SW 119 will exchange mutual releases. Mr. Jessup notes that under the Stipulation, the Debtors will avoid liability of more than $300,000, and will avoid the fees, expenses, and risks associated with defending or pursuing the various claims asserted against it and by it. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OTTER TAIL: To Raise About $12 Million Under Reorganization Plan ---------------------------------------------------------------- Jeff Hage at the Daily Journal reports that Otter Tail AG laid out a reorganization plan, wherein the Company will raise between $10 million and $12 million in additional capital by selling new Class B membership unites to existing and new members. The new shares will be offered at 50 cents per unit, 25% of what the original Class A shares sold for when the Company was organized, according to the report. About Otter Tail AG Enterprises Otter Tail AG Enterprises, LLC, a Minnesota limited liability company, was organized with the intention of developing, owning and operating a 55 million gallon per year capacity dry-mill ethanol plant near Fergus Falls, Minnesota. The company was in the development stage until March 2008, when the company commenced operations. The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D. Minn. Case No. 09-61250). The petition listed assets of $66.4 million against $86 million in debt, nearly all secured. The largest secured creditor is AgStar Financial Services, owed $40.9 million. OTTER TAIL: Posts $21.5 Million Net Loss in Fiscal 2009 ------------------------------------------------------- Otter Tail AG Enterprises, LLC reported a net loss of $21.5 million on revenues of $96.0 million for the year ended September 30, 2009, compared to a net loss of $8.7 million on revenues of $70.1 million for the year ended September 30, 2008. The increase in our revenues of approximately $25.9 million, or 37%, was due to the Company's plant only becoming operational in the second quarter of fiscal 2008. The increase in the Company's net loss was primarily the result of the continued poor margin situation in the ethanol industry during fiscal year 2009, as well as an impairment of plant and process equipment charge of $12.5 million during the year. Balance Sheet At September 30, 2009, the Company's balance sheets showed total assets of $105.2 million, total liabilities of $90.2 million, and total members' equity of $15.0 million. The Company's balance sheets at September 30, 2009, also showed strained liquidity with $13.9 million in total current assets available to pay $90.2 million in total current liabilities. A full-text copy of the Company's Form 10-K is available at no charge at http://researcharchives.com/t/s?4d39 Chapter 11 Bankruptcy The Company suffered significant losses in fiscal 2009 and fiscal 2008 from a dramatic increase in corn costs, reflecting in part costs attributable to the Company's corn procurement and hedging arrangements, and historically unfavorable margins. Beginning in the third quarter of 2009, these losses, combined with worsening capital market conditions and a tightening of trade credit resulted in severe constraints on the Company's liquidity position. Faced with these constraints, on October 30, 2009, the Company filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Minnesota. The Company's continued operations will be dependent on successfully emerging from bankruptcy with a court-approved plan of reorganization, which the Company has yet to submit to the Bankruptcy Court. About Otter Tail AG Enterprises Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC - - http://www.ottertailethanol.com/-- owns and operates a nameplate capacity 55 million gallons per year corn dry mill ethanol plant in Fergus Falls, Minnesota, which became fully operational in June 2008. The plant annually processes approximately 20 million bushels of corn into 55 million gallons of denatured fuel grade ethanol, 135,500 tons of dried distillers grains with solubles, and 65,500 tons of distillers grains with solubles. The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D. Minn. Case No. 09-61250). The petition listed assets of $66.4 million against $86 million in debt, nearly all secured. The largest secured creditor is AgStar Financial Services, owed $40.9 million. PAETEC HOLDING: Launches 8-7/8% Senior Sec. Notes Offering ---------------------------------------------------------- PAETEC Holding Corp. plans to offer $300 million aggregate principal amount of its 8-7/8% senior secured notes due 2017 in a private offering to "qualified institutional buyers". The net proceeds from the offering will be used, together with cash on hand, to repay loans outstanding under the company's existing credit facilities and to pay related fees and expenses. The net proceeds from the offering will be used to repay loans outstanding under the company's existing credit facilities, to pay related fees and expenses and for general corporate purposes. The closing of the offering is expected to occur on or about Jan. 12, 2010, subject to satisfaction of customary closing conditions. About PAETEC Holding PAETEC Holding Corp., through its subsidiaries, provides integrated communications services, including local and long distance voice, data, and broadband Internet access services, primarily to business and institutional customers. On February 8, 2008, PAETEC Holding completed its combination by merger with McLeodUSA Incorporated, which became a wholly owned subsidiary of PAETEC Holding upon completion of the merger. As of June 30, 2009, PAETEC had in service 223,311 digital T1 transmission lines, which represented the equivalent of 5,359,464 access lines, for over 47,000 business customers in a service area encompassing 82 of the country's top 100 metropolitan statistical areas. At September 30, 2009, the Company had $1.44 billion in total assets against $1.25 billion in total liabilities. Effective on June 1, 2009, the Company entered into a Second Amendment and Waiver to its Credit Agreement with its lenders which amends the Credit Agreement, dated as of February 28, 2007, and amended as of June 27, 2007. The Amendment grants the Company the right, at its option and subject to specified conditions, voluntarily to prepay term loans outstanding under its term loan facilities at any time and from time to time during a period beginning on the effective date of the Amendment and ending 18 months after such effective date. The total cash payments to be made by the Company in connection with such voluntary prepayments may not exceed $100,000,000, excluding amounts applied to the payment of accrued and unpaid interest and fees. The Amendment also modifies some of the restrictive covenants in the Credit Agreement primarily to permit the Company to issue senior secured notes and to allow the Company and its subsidiaries to incur indebtedness and related obligations under such notes if specified conditions are satisfied. * * * As reported by the Troubled Company Reporter on June 18, 2009, Standard & Poor's Ratings Services assigned PAETEC Holding's proposed senior secured notes due 2017 an issue-level rating of 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating expectations for meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a B1 rating to the senior secured note issuance. Moody's affirmed all other ratings, including the SGL-1 liquidity rating. The rating outlook remains stable. PATRICK HACKETT: WiseBuys Owners Face Lawsuit Filed by University ----------------------------------------------------------------- David Winters at Watertown Daily Times reports that St. Lawrence University sued WiseBuys owner Thomas W. Scozzafava, Assemblywoman Dierdre K. Scozzafava, and Joseph G. LaChausse to recover $75,620 reportedly owed from a $200,000 loan plus fees and attorney costs. All WiseBuys stores were converted to stores of Patrick Hacketts Hardware Co., Mr. Winters says. Based in New York, Patrick Hacketts Hardware Co. -- http://www.hackettsonline.com/-- operates department stores. The company filed for Chapter 11 bankruptcy in November 2009. PENNSYLVANIA: Table Game OK May Hurt Atlantic City Gaming Revenues ------------------------------------------------------------------ Pennsylvania legalized table games like poker and blackjack, a negative development for the credit profiles of already-suffering casino operators in nearby Atlantic City. For Atlantic City casino operators Harrah's Entertainment, Inc. (Caa3, negative) and Trump Entertainment Resorts Holdings, LP (unrated and in bankruptcy), the approval of table games in Pennsylvania carries negative credit implications. This is because these companies -- already suffering from weak gaming demand and increased competition from slots in Pennsylvania -- are bound to see further declines in gaming revenues owing to the new table game legislation. Atlantic City generates over $1 billion a year from table games, which accounts for 30% of its total annual gaming revenue. This represents a large potential market for Pennsylvania, particularly for casinos located in the eastern part of the state and in relatively easy driving distance to Atlantic City. For casino operators like Las Vegas Sands (B3, negative), Mohegan Tribal Gaming Authority (B3, stable), and Penn National Gaming, Inc (Ba2, negative) -- each of which owns a casino in eastern Pennsylvania -- this is a credit-positive event because of the additional gaming revenue that will likely come to the state from Atlantic City. However, Moody's don't believe that this new legislation, though positive for Pennsylvania gaming revenues, will be enough to positively affect the ratings of the companies that own eastern Pennsylvania gaming facilities. This is because many of them are rated B3 or lower and/or generate a majority of their earnings from casinos outside of Pennsylvania. Likewise, Moody's don't think this development will affect the already low ratings of Harrah's Entertainment, Inc., although it could limit the company's ability to improve its rating over the longer-term given it large concentration in Atlantic City. But beyond the near-term impact of the approval of table games in Pennsylvania, the move is a symptom of the bigger problem plaguing the gaming business, namely that there are more states and more facilities scrapping over an ultimately finite -- and possibly permanently smaller -- pie. So while the new legislation will give Pennsylvania casinos a boost in the short run and will likely hurt gaming revenues in Atlantic City, it opens up a new front in the battle among states to make gaming attractions more appealing. Neighboring jurisdictions might boost promotional activity and further expand their own gaming offerings, which could end up costing Pennsylvania casinos more to stay competitive. But Moody's doubt any new costs of doing business will undermine the economics of allowing table games in the state. PENN TRAFFIC: Has $85-Mil. Deal to Sell All Assets to Tops Markets ------------------------------------------------------------------ The Penn Traffic Company and its debtor-affiliates are asking the Bankruptcy Court to approve a global sale transaction with Tops Markets, LLC, subject to higher or otherwise better offers to be solicited through a competitive bidding process. Penn Traffic, with the assistance of Conway, Del Genio Gries & Co., marketed its assets before filing for bankruptcy. Price Chopper has tendered a bid to acquire 22 stores for $54 million, and Hilco Merchant Resources LLC was guaranteeing Penn Traffic $19.75 million in exchange for operating going-out-of business sales at the remaining locations. According to NetDockets, Penn Traffic is now seeking to withdraw from those transactions in favor of the Tops Markets deal. NetDockets relates Penn Traffic's agreement with Tops Markets provides for a purchase price of $85 million in cash plus the assumption of certain liabilities and the consensual reduction of certain claims against Penn Traffic. Penn Traffic is also seeking approval of a 3% breakup fee payable to Tops Markets in the event that it is not the winning bidder for the assets. Price Chopper to Challenge Deal An article at The Wall Street Journal's Bankruptcy Beat section says Penn Traffic's unsecured creditors are on board with the move. However, the change of course came as a shock to Price Chopper and Hilco Merchant Resources LLC. "I thought I read a motion that said exactly the same words just a few days ago with my client as the buyer," John Longmire, Esq., at Willkie, Farr & Gallagher LLP attorney representing Hilco, said at the Wilmington, Del., bankruptcy-court hearing, according to the Journal. Mr. Longmire warned that the move called the "entire premise" of the bankruptcy sale process into question. "What is to stop them from doing this to Tops?" he asked. The Journal also relates Raymond L. Fink, Esq., at Harter, Secrest & Emery LLP, representing Price Chopper, promised to file a lawsuit related to the development. "It's appalling, it's a travesty," Mr. Fink said. "We feel we've been played with, toyed with, manipulated." The Journal notes attorneys for Penn Traffic acknowledged that they'd been cast as the bad guy during the hearing. "We've been called a lot of bad names today," Michael Foreman, Esq., at Haynes & Boone LLP, said, according to the Journal. But that didn't stop them from cheering the judge's decision to sign off on the new lead bidder, the Journal says. 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. PENN TRAFFIC: Tops Markets Offering $85 Million ----------------------------------------------- Tops Markets LLC has a contract to buy substantially all of the remaining assets of Penn Traffic Co. for $85 million, absent higher and better offers at an auction on January 21. Bids are due January 19. The Court will consider approval of the sale to Tops or to the winning bidder on January 25. Aside from the $85 million payment, the transaction with Tops Markets includes a waiver of over $70 million in claims, and the retention by Penn Traffic of, among other things, cash on hand, postpetition deposits and accounts receivable for the benefit of the estate. The Official Committee of Unsecured Creditors says a sale to Tops contains numerous advantages over any alternatives presented so far. The Committee supports the sale process not only due to the direct benefit of the purchase price of $85 million which will, among other things, be more than sufficient to pay the approximately $52 million owed to the prepetition secured lenders and enhance the opportunity for possible distributions to general unsecured creditors, but also due to the indirect benefits of the proposal, including: (1) Tops' intention to operate significant parts of the Company as a going concern, which will inure to the benefit of the Debtors' employees and likely reduce employee claims; (2) C&S Wholesale Grocers, Inc. has agreed to waive certain of its claims against the estate, and Tops has agreed to make certain funding contributions to the United Food and Commercial Workers, Local One and the UFCW Local One Pension Fund for certain specified employees such that there should be no withdrawal from the plan, thereby obviating potentially $72 Million in claims; (3) Tops' assumption of certain liabilities; (4) the elimination of significant potential lease rejection claims as the result of Tops' continued operation of a majority of the stores; (5) the extended closing date which will eliminate or lessen any potential liability relating to the Worker Adjustment and Retraining Notification Act ("WARN"); (6) the retention of assets for the Estates of, among other things, the Debtors' cash on hand, postpetition deposits and accounts receivable; and (7) an auction process to ensure maximization of value. 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. PENN TRAFFIC: Creditors Panel Taps Abacus to Advise on Asset Sale ----------------------------------------------------------------- Abacus Advisors said Monday it has been selected by the Official Committee of Unsecured Creditors in the Penn Traffic Co. (Pink Sheets: PTFC) bankruptcy case to advise the Committee on the sale of the grocery retailer's stores and other assets. The Committee retained Abacus in "an effort to maximize offers from potentially interested third parties," according to a Court filing. Penn Traffic, which is headquartered in Syracuse, N.Y., filed for protection under Chapter 11 of the Federal Bankruptcy Code on November 18, 2009 in the U.S. Bankruptcy Court for the District of Delaware. On January 8, the Committee endorsed for Court approval an approximate $85 million 'stalking horse' bid by Williamsville, N.Y.-based Tops Markets LLC to acquire substantially all assets of Penn Traffic (the "Debtor"), including 79 stores in New York, Pennsylvania, Vermont and New Hampshire operating under the Bi-Lo, P&C and Quality trade names. Under its engagement, services to be provided by Abacus to the Committee include the following: identify additional proposed purchasers of select business operations and/or assets; review (and supplement, if appropriate) the information package that has already been distributed to potential purchasers; review all proposals that have been or will be received by the Debtors for the purchase of the Debtors' businesses and/or assets; assist in connection with any negotiations with various interested parties to ensure maximum recoveries; review the bid procedures and auction process for all and/or parts of the Debtors' businesses and/or assets; monitor the conduct and results of any sales efforts in connection with the sale of businesses and/or assets; assist the Debtors with the reduction, waiver, or mitigation of secured, administrative, priority, and/or unsecured claims, where appropriate; assist in negotiations with landlords, mortgages and other relevant parties in the sale, assignment or termination of leases and/or owned properties; and provide such other services as the Committee deem necessary and as are mutually agreed between Abacus and the Committee. According to the Court filing, the Committee selected Abacus as its business consultants/sale advisors "because of its nationally known experience (particularly through the reputation of Chairman Alan Cohen) in the disposition of assets, businesses and other areas to maximize value, as well as its knowledge of business reorganizations under Chapter 11 of the Bankruptcy Code, its familiarity with the retail industry and its ability to perform the needed services effectively, expeditiously and efficiently for the benefit of the Committee and all unsecured creditors of the Debtors' estates." About Abacus Advisors Abacus Advisors -- http://www.abacusadvisors.com/-- is one of the most experienced turnaround and restructuring firms in the United States. The Closter, N.J.-based firm assists companies of all sizes with comprehensive operational turnarounds, Chapter 11 reorganizations, business wind-downs, real estate dispositions, and out-of-court restructurings. Founded in 1999, the firm also has offices in metro Chicago and Boca Raton. PMP II LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: PMP II, LLC dba Paradise Memorial Park c/o PRM Realty Group, LLC 150 North Wacker Dr., Suite 1120 Chicago, IL 60606-1611 Bankruptcy Case No.: 10-30252 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Gerrit M. Pronske, Esq. Pronske & Patel, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 Email: gpronske@pronskepatel.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Peter R. Morris. PNG VENTURES: Court Extends Chapter 11 Plan Filing Until March 8 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended PNG Ventures, Inc., and its affiliates' exclusive periods to file a Chapter 11 plan and to solicit acceptances of that plan until March 8, 2010, and May 7, 2010, respectively. As reported in the Troubled Company Reporter on December 28, 2009, the Debtors requested for a plan filing extension until April 7, 2010, and to solicit acceptances until June 6, 2010. The Debtors related that they have already filed a Plan of Reorganization and intend to file an amended Plan and Disclosure Statement shortly. The Debtors add that the extension of the exclusive periods is necessary in order to avoid any possibility of unnecessary litigation and delay created by the filing of a competing plan. PNG Ventures, Inc., produces, distributes, and sells liquefied natural gas to customers within the transportation, industrial, and municipal markets in the western United States and parts of Mexico. The Company sells substantially all of its LNG to fleet customers, who typically own and operate their fueling stations. The Company also sells a small volume of LNG to customers for non- vehicle use. The Company owns one public LNG fueling station from which it sells LNG to numerous parties. The Company produces LNG at its liquefaction plant in Arizona, but also purchases, from time to time, LNG supplies from third parties, typically on spot contracts. The Company sells LNG principally through supply contracts that are normally on an index-plus basis, although it also occasionally enters into fixed-price contracts. The Company is headquartered in Dallas, Texas. The LNG business conducts its operations principally in Arizona and California. Through the Company's LNG business, the Company offers turnkey fuel solutions to its customers, including clean LNG fuel (99% methane gas) and delivery, equipment storage, fuel dispensing equipment and fuel loading facilities. PNG Ventures and its affiliates filed for Chapter 11 on September 10, 2009 (Bankr. D. Del. Case No. 09-13162). Attorneys at Fox Rothschild LLP represent the Debtors in their restructuring effort. Logan & Co. serves as claims and notice agent. PRIME GROUP REALTY: To Delist Series B Preferred Shares ------------------------------------------------------- Prime Group Realty Trust intends to delist its 9% Series B Cumulative Redeemable Preferred Shares from the New York Stock Exchange and remove the Series B Preferred Shares from registration under the Securities and Exchange Act of 1934, as amended. In the next few weeks, the Company expects to voluntarily cease trading on the NYSE. After voluntarily delisting the Series B Preferred Shares from the NYSE, the Company expects that the trading of the Series B Preferred Shares will be reported in the Pink Sheets with Pink OTC Markets Inc. The Company also expects to subsequently file a Form 15 with the Securities and Exchange Commission to deregister the Series B Preferred Shares under Sections 12(b) and 12(g) of the Exchange Act, and to suspend the reporting obligations of the Company under Section 15(d) of the Exchange Act. The actions are consistent with the Company's previous disclosures and its obligations under the Agreement and Plan of Merger relating to the July 2005 acquisition of its common shares. Upon filing for deregistration with the SEC, the Company will become a voluntary filer of its reports under the Exchange Act through June 30, 2010 in accordance with its obligations under the Merger Agreement. The Company's Board of Trustees has approved the delisting from the NYSE and deregistration of the Series B Preferred Shares under the Exchange Act in order to save significant costs associated with compliance with these regulatory provisions. As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. About Prime Group Realty Trust Headquartered in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- Http://www.pgrt.com/ -- is a fully-integrated, self-administered, and self-managed real estate investment trust (REIT) which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company currently owns 8 office properties containing an aggregate of 3.3 million net rentable square feet and a joint venture interest in one office property comprised of approximately 101,000 net rentable square feet. The Company leases and manages approximately 3.3 million square feet comprising all of its wholly-owned properties. In addition, the Company is the asset and development manager for an approximately 1.1 million square foot office building located at 1407 Broadway Avenue in New York, New York. QHB HOLDINGS: Taps White & Case to Handle Reorganization Case ------------------------------------------------------------- QHB Holdings LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ White & Case LLP, as counsel. W&C will, among other things: -- take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; -- provide legal advise with respect the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and the management of their properties; and -- prepare on behalf of the Debtors all necessary motions, applications, answers, orders, and papers in connection with the administration and prosecution of the Debtors' Chapter 11 cases. W&C will represent the Debtors in coordination with Fox Rothschild LLP, the Debtors' proposed counsel. W&C and Fox Rothschild have discussed a division of representation responsibilities and will avoid or minimize duplication of services. Michael C. Shepard, an attorney at W&C, tells the Court that the firm received a retainer amounting $250,000 on August 31, 2009, and $200,000 on September 8, 2009. W&C also waived any claim against the Debtors for the payment of outstanding fees and expenses prior to the petition date. Mr. Shepard assures the Court that W&C is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Shepard can be reached at: White & Case LLP Wachovia Financial Center 200 South Biscayne Boulevard, Suite 4900 Miami, FL 33131-2352 Tel: + 1 305 925 4790 Fax: + 1 305 358 5744/5766 Green Cary, North Carolina-based QHB Holdings LLC and its debtor- affiliates filed for Chapter 11 on December 4, 2009, (Bankr. D. Del. Lead Case No. 09-14312). Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP represent the Debtors in their restructuring efforts. The Debtors listed assets and debts both ranging from $500,000,001 to $1,000,000,000. READER'S DIGEST: Begins Filing Omnibus Claims Objections -------------------------------------------------------- In their first omnibus claims objection, The Reader's Digest Association, Inc., and its units pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of the Federal Rules of Bankruptcy Procedure, ask the Bankruptcy Court to disallow and expunge 104 duplicate and subsequently amended claims, which totals: Amount Type of Claim Asserted ------------- -------- Gen. Unsecured Claims $9,632,819 Priority Claims 547,613 Secured Claims 94,769 Section 503(b)(9) Claims 39,995 A list of the Duplicate Claims to be disallowed can be obtained for free at http://bankrupt.com/misc/RDA_1stOmnObj_Duplicate.pdf The Debtors contend that some of the Duplicate Claims are identical or substantially identical to another proof of claim filed in the Chapter 11 cases by the same claimant, or an assignee of the same claimant. They also assert that the rest of the Duplicate Claims have been amended, replaced or superseded by a subsequently filed proof of claim. They point out that a claimant should not obtain multiple recoveries on a single claim. A hearing to consider the Debtors' objections will be held February 9, 2010. Responses are due February 4. In their second omnibus claims objection, the Debtors ask the Court to disallow and expunge 42 proofs of claims that have been satisfied by the Debtors during the case in accordance with a "first day" order of the Court. A list of Satisfied Claims to be disallowed is available for free at: http://bankrupt.com/misc/RDA_2ndOmnObj_Satisfied.pdf The Debtors object to each of the Satisfied Claims because the claimants no longer assert any claim against the Debtors. In their omnibus claims objection, the Debtors ask the Court to disallow and expunge more than 200 claims because they were filed against multiple Debtors arising from the same transaction. A list of the Multiple Debtor Claims can be obtained for free at http://bankrupt.com/misc/RDA_3rdOmnObj_WrongCase.pdf READER'S DIGEST BANKRUPTCY NEWS provides definitive coverage to all omnibus claims objections, responses to those objections, and orders entered by the court in connection with those objections. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Has Deal to Resolve HCL Prepetition Cure Claim --------------------------------------------------------------- The Reader's Digest Association Inc. and its units ask the Court to approve a stipulation they entered into with HCL America, Inc., and HCL Technologies Limited. Reader's Digest and HCL entered into a certain Master Services Agreement dated March 4, 2009, pursuant to which HCL agreed to provide certain information technology services to Reader's Digest. Under the Agreement, HCL Technologies agreed to be jointly and severally liable for the obligations of HCL America, subject to the terms of the Agreement. The Debtors have agreed to assume the Agreement under their Plan of Reorganization. The Parties have negotiated the cure amounts that the Debtors must pay to cure all defaults under the Agreement under Section 365(b) of the Bankruptcy Code. They agree that Reader's Digest owes HCL $13,756,156 for unpaid goods delivered and services performed prepetition pursuant to the Agreement, and that HCL owes Reader's Digest $3,000,000 for amounts due under the Agreement. Reader's Digest may owe HCL amounts for unpaid goods delivered and services performed pursuant to the Agreement subsequent to the Petition Date through the Plan's effective date. Therefore, the Parties agree that upon the assumption of the Agreement in accordance with the Plan, and following the approval of the stipulation and the assumption of the Agreement, Reader's Digest will pay HCL $10,756,156, which will accomplish the full and final satisfaction of both the Prepetition Claim and the Reader's Digest Claim. The Agreement will be deemed assumed by the Debtors pursuant to Section 365 on the Effective Date. Reader's Digest will pay HCL the Cure Amount in full in cash on or as soon as reasonably practicable after the Effective Date, and Reader's Digest will pay HCL the Postpetition Claim in the ordinary course in accordance with the terms of the Agreement. The Parties note that nothing in the stipulation will alter the terms of the Agreement. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) ROYAL BANK: Buys BP Capital's $42MM Claim in Lehman Brothers ------------------------------------------------------------ Two people familiar with the matter told Bloomberg News last week that billionaire energy investor T. Boone Pickens sold $42 million of claims he held against Lehman Brothers Holdings Inc. to Royal Bank of Scotland Plc. The sources told Bloomberg the claims were held by Mr. Pickens, 81, and his BP Capital LLC. According to Bloomberg, the sources asked not to be identified because the transaction is private. Bloomberg says Jay Rosser, a spokesman for BP Capital based in Dallas, confirmed the claims had been sold. Bloomberg notes that creditors have made about $830 billion in claims against Lehman. About RBS The Royal Bank of Scotland Group plc (NYSE:RBS) -- http://www.rbs.com/-- is a holding company of The Royal Bank of Scotland plc (Royal Bank) and National Westminster Bank Plc (NatWest), which are United Kingdom-based clearing banks. The company's activities are organized in six business divisions: Corporate Markets (comprising Global Banking and Markets and United Kingdom Corporate Banking), Retail Markets (comprising Retail and Wealth Management), Ulster Bank, Citizens, RBS Insurance and Manufacturing. On October 17, 2007, RFS Holdings B.V. (RFS Holdings), a company jointly owned by RBS, Fortis N.V., Fortis SA/NV and Banco Santander S.A. (the Consortium Banks) and controlled by RBS, completed the acquisition of ABN AMRO Holding N.V. (ABN AMRO). In July 2008, the company disposed its entire interest in Global Voice Group Ltd. * * * As reported by the Troubled Company Reporter-Europe on Dec. 22, 2009, Fitch Ratings upgraded The Royal Bank of Scotland Group's (RBS Group) and The Royal Bank of Scotland's Individual Ratings to 'D/E' from 'E' and removed the Rating Watch Positive. The upgrade of the Individual Ratings reflects improvements in the group's capital combined with some progress in restructuring the balance sheet. 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) SINOENERGY CORP: Crowe Horwath Raises Going Concern Doubt --------------------------------------------------------- Crowe Horwath LLP, in Sherman Oaks, Calif., expressed substantial doubt about Sinoenergy Corporation and subsidiaries' ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the year ended September 30, 2009. The independent public accounting firm reported that the Company has incurred a significant loss and negative operating cash flows for the year ended September 30, 2009, and as of September 30, 2009, there is negative working capital of $9.1 million. Sinoenergy Corporation reported a net loss of $13.1 million on net sales of $41.8 million for the year ended September 30, 2009, compared to net income of $16.1 million on net sales of $40.9 million for the year ended September 30, 2008. Cost of sales for the 2009 was approximately $32.4 million, an increase of approximately 26% from approximately $25.6 million for the 2008. General and administrative expenses hiked $7.8 million, or 160%. Interest expense for 2009 was approximately $7.3 million, as compared with $3.5 million for 2008. Balance Sheet At September 30, 2009, the Company's consolidated balance sheets showed total assets of $180.6 million, total liabilities of $117.3 million, minority interests of $17.1 million, and total shareholders' equity of $46.2 million. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $80.8 million in total current assets available to pay $89.9 million in total current liabilities. A full-text copy of the Company's Form 10-K is available at no charge at http://researcharchives.com/t/s?4d33 Liquidity and Capital Resources At September 30, 2009, the Company had cash of approximately $19.7 million (including restricted cash of $1.4 million), compared to approximately $9.4 million (including restricted cash of $523,000) at September 30, 2008. At September 30, 2009, the Company had a working capital deficiency of approximately $9.1 million and shareholders' equity of approximately $46.2 million, compared with positive working capital of approximately $35.0 million and shareholders' equity of roughly $55.2 million at September 30, 2008. At September 30, 2009, the Company was not in compliance with the financial covenants in the indentures relating to its 12% senior notes due 2012 in the principal amount of $16,000,000 and 3.0% senior convertible notes due 2012 in the principal amount of $14,000,000. The noteholders waived compliance with the covenants at September 30, 2009, and through March 31, 2010. Since September 30, 2009, the Company has paid $14 million in principal to the holders of its 12% senior notes, with an additional approximately $2 million being due by December 31, 2009, and the Company has agreed to pay the $14,000,000 plus interest on the 3% convertible notes following the completion of the merger with Skywide Capital Management Limited. In the event the merger with Skywide is not completed, the Company cannot assure that its lenders will not require the Company to accelerate payments of the 3% senior convertible notes in the principal amount of $14 million. About Sinoenergy Corp. Based in Beijing, China, Sinoenergy Corporation Sinoenergy Corporation (Nasdaq: SNEN) -- http://www.sinoenergycorporation.com/-- is a developer and operator of retail compressed natural gas (CNG) stations as well as a manufacturer of CNG transport truck trailers, CNG station equipment, and natural gas fuel conversion kits for automobiles, in China. In addition to its CNG related products and services, the Company designs and manufactures a wide variety of customized pressure containers for use in the petroleum and chemical industries. On October 12, 2009, the Company entered into an agreement with Skywide Capital Management Limited, pursuant to which the Company will be merged with and into Skywide. Upon the effectiveness of the merger, each issued and outstanding share of the Company's common stock, other than shares owned by Skywide, will automatically be converted into the right to receive $1.90 per share. Skywide, which is owned by the Company's chairman, Mr. Tianzhou Deng, and its chief executive officer, Mr. Bo Huang, is the Company's largest shareholder, owning approximately 39.06% of the Company's outstanding common stock. SIX FLAGS: Banks Launch $830 Million Exit Financing --------------------------------------------------- A source told Kate Haywood at Dow Jones Newswires last week that JPMorgan Chase & Co., Bank of America Merrill Lynch, Barclays Capital and Deutsche Bank have launched $830 million of new loans supporting Six Flags Theme Parks' exit from bankruptcy. Six Flags filed a fully-funded Plan of Reorganization with the Bankruptcy Court on December 18, 2009, that includes a $450 million rights offering backstopped by certain bondholders of Six Flags Operations Inc., an intermediate holding company. As part of the Plan, the Company said in a regulatory filing on Thursday it has mandated JPMorgan, Bank of America, Barclays and Deutsche Bank as Joint Bookrunners and Joint Lead Arrangers to arrange $830 million in Senior Secured Credit Facilities to finance the Company's exit from bankruptcy. The Exit Facilities consist of a five-year $150 million Revolving Credit Facility and a six-year $680 million Term Loan. The Plan also features a financing commitment of $150 million from Time Warner (related to funding certain obligations) and has the support of the Steering Committee of the Company's prepetition secured creditors. Confirmation of the Plan is expected to occur in March 2010, with Six Flags expected to emerge from bankruptcy shortly thereafter. Six Flags said proceeds of the $680 million Exit Term Loan -- along with the proceeds from the Rights Offering -- will be used to repay $1.147 billion in prepetition bank debt in cash in full upon consummation of the Plan and the Company's emergence from Chapter 11. Proceeds of the $150 million Exit Revolving Credit Facility will be used for general corporate purposes throughout its tenor. The Company has historically used its revolving credit facility to fund seasonal working capital needs during its off- season in the winter and spring months, before it enters the positive cash flow generating portion of its season following Memorial Day of each fiscal year. Sources and Uses of Funds based on 4/2010 emergence SOURCES Cash Balance Prior to Emergence $53,000,000 New Term Loan 680,000,000 Rights Offering Proceeds 450,000,000 Revolver Draw at Emergence 88,000,000 -------------- Total sources of cash $1,271,000,000 USES Pay Bank Claims in full 1,147,000,000 Minimum Cash Balance 40,000,000 Pay Trade Claims in Full 20,000,000 Fees and Expenses 64,000,000 -------------- Total uses of cash $1,271,000,000 Six Flags' Amended Plan Six Flags' amended Plan, filed on December 18, 2009, is based on a midpoint enterprise value of $1.4 billion. The Plan includes the issuance of $450 million of new equity pursuant to a Rights Offering supported by a fully-committed backstop and an additional $150 million delayed draw financing commitment from Time Warner to mitigate the risks posed by the annual Partnership Parks put obligations. From an ongoing operational perspective, the business plan continues the successful operational strategies adopted and implemented by current management. In addition, the Plan has the support of an informal committee of SFO bondholders, the Steering Committee of holders of Prepetition Credit Agreement Claims, and Time Warner, a key stakeholder and the provider of long term intellectual property rights to the Company. Under the Plan, the holders of Prepetition Credit Agreement Claims against SFTP and certain of its wholly-owned domestic subsidiaries will be paid in full in cash through the proceeds of the Exit Term Loan in the principal amount of $680 million and the Rights Offering in the principal amount of $450 million. SFO bondholders will convert their claims against SFO into approximately 22.9% of the new common stock to be issued by reorganized SFI (subject to dilution by the Long-Term Incentive Plan). Additionally, all accepting SFO unsecured claimholders who are accredited investors shall have the right to participate in the Rights Offering to purchase its limited pro rata share of up to $450 million of new common stock, representing 69.8% of the new common stock to be issued by SFI. SFI bondholders will convert their claims against SFI into approximately 7.3% of the new common stock (also shared by SFO bondholders based upon SFI guaranty of SFO unsecured bonds) to be issued by reorganized SFI (subject to dilution by the Long-Term Incentive Plan) as well as the SFO guaranty claim. All existing equity interests in SFI will be cancelled under the Plan. A full-text copy of Six Flags' confidential information memorandum is available at no charge at http://ResearchArchives.com/t/s?4d37 A full-text copy of Six Flags' presentation material related to the Time Warner facility is available at no charge at http://ResearchArchives.com/t/s?4d38 About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SKI MARKET: Connecticut Atty. General Wants Gift Cards Honored -------------------------------------------------------------- Connecticut Attorney General Richard Blumenthal asks the U.S. Bankruptcy Court to compel Ski Market Ltd., Inc., to honor roughly $200,000 worth of unused gift cards and other outstanding promises made to consumers. Even as Ski Market seeks bankruptcy approval to sell its assets, it continues to operate stores, but acknowledges on its own website that it is rejecting gift cards, returns and exchanges. Mr. Blumenthal said the Company also has refused to return any deposits made for leased equipment. Consumers are reportedly holding at least $200,000 worth of unredeemed gift cards. "Ski Market is in freefall -- down a very steep slope -- in betraying consumer trust," Mr. Blumenthal said. "This refusal to honor gift cards and deposits is particularly unconscionable because the company sold gift cards as recently as two weeks before it filed for bankruptcy on Dec. 29, 2009. Our battle is uphill, but we will fight for every dollar and cent owed consumers." Mr. Blumenthal's office filed the objection at a hearing on Wednesday at the bankruptcy court in Springfield, Mass., to urge that the consumer gift cards and other outstanding promises be honored. "Ski Market is dooming itself even as it seeks to reorganize -- destroying consumer confidence by denying gift cards and deposits and reneging on commitments," Mr. Blumenthal said. "We are urgently asking the bankruptcy court to compel Ski Market to honor its promises and respect all gift cards and outstanding deposits owed to consumers as it works to sell its stores. "Honoring gift cards and deposits is critical to preserving consumer confidence as Ski Market seeks to sell its stores." Ski Market has at least three locations in Connecticut. About Ski Market Based in Wellesley, Massachusetts, The Ski Market Ltd., Inc., dba St. Moritz, Underground Snowboard, P-51; National Ski & Bike; National Ski Wholesalers; and Sports Replay -- filed for Chapter 11 bankruptcy on December 29, 2009 (Bankr. D. Mass. Case No. 09-22502). Judge Henry J. Boroff presides over the case. Joseph H. Baldiga, Esq., at Mirick, O'Connell, DeMallie, Lougee, serves as counsel. The Debtor listed $1,000,001 to $10,000,000 in estimated assets; and $10,000,001 to $50,000,000 in estimated debts when it filed for bankruptcy. The Debtor is seeking to sell substantially all of its assets as part of its bankruptcy. SKI MARKET: AG Richard Blumenthal Wants to Honor Gift Cards ----------------------------------------------------------- According to RepublicanAmerican, attorney general Richard Blumenthal asked a federal judge to compel Ski Market Ltd. Inc. to honor unused gift cards and other outstanding promises. The attorney general stated stores continue to operate but are rejected gift cards and refuse to return deposits for leased equipment. Consumers hold unredeemed gift cards worth at least $200,000. Based in Wellesley, Massachusetts, The Ski Market Ltd. Inc. filed for Chapter 11 bankruptcy protection on December 29, 2009 (Bankr. D. Mass. Case No. 09-22502). Joseph H. Baldiga, Esq., Mirick, O'Connell, Demallie, Lougee, represents the Debtor. In its petition, the Debtor listed assets between $1 million and $10 million, and $10 million and $50 million. STINSON PETROLEUM: Case Converted to Chapter 7 Liquidation ---------------------------------------------------------- The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi converted the Chapter 11 case of Stinson Petroleum Company Inc. to one under Chapter 7. The Court related that it is in the best interest of the creditors that the case is converted to a Chapter 7 case, thereby stemming the operating losses, avoiding further improper or imprudent transactions with related entities, and allowing for a prompt and orderly liquidation. Additionally, the Court said that Stinson has failed to timely file monthly operating reports. Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09- 51663). The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. Harris Jernigan & Geno, PPLC, represents the Debtor in its restructuring efforts. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09- 51663). The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. Harris Jernigan & Geno, PPLC, represents the Debtor in its restructuring efforts. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. SYNERGX SYSTEMS: Nussbaum Yates Raises Going Concern Doubt ---------------------------------------------------------- Nussbaum Yates Berg Klein & Wolpow, LLP, in Melville, N.Y., expressed substantial doubt about Synergx Systems, Inc. and subsidiaries' ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. "The Company has continued to incur losses from operations. In addition, the Company's $2.5 million revolving credit facility with its bank expired on October 1, 2009, and the Company was in default of certain covenants in its loan agreement." The Company reported a net loss of $397,000 on total revenues of $18,828,000 for the year ended September 30, 2009, compared to a net loss of $1,278,000 on total revenues of $20,104,000 for the year ended September 30, 2008. Product sales decreased $1,078,000 or 8% to $11,997,000 compared to $13,075,000 in 2008. The decrease in product sales resulted from significantly lower shipments of security and communication products in 2009, which primarily resulted from delays in the release of subway station security and communication projects by New York City Transit Authority. At September 30, 2009, the Company's consolidated balance sheets showed total assets of $8,422,000, total liabilities of $4,480,000 and total stockholders' equity of $3,942,000. A full-text copy of the Company's annual report is available at no charge at http://researcharchives.com/t/s?4d30 About Synergx Systems Based in Syosset, New York, Synergx Systems Inc. -- http://www.synergxsystems.com/-- is engaged in the design, manufacture, distribution, sale and servicing of fire, life safety, security, energy management, intercom, audio-video communication and other systems. Synergx's business is conducted through subsidiaries in the New York City metropolitan area. Synergx conducts its business in New York principally through Casey Systems Inc., its wholly owned subsidiary located in New York City and Long Island, New York. TAYLOR-WHARTON: Plan Confirmation Hearing Set for February 16 ------------------------------------------------------------- Taylor-Wharton International LLC and its affiliated debtors received approval from the U.S. Bankruptcy Court for the District of Delaware of the adequacy of their disclosure statement for their proposed Joint Plan of Reorganization. The Bankruptcy Court approval of the Debtors' disclosure statement allows the Debtors to commence the solicitation of votes for confirmation of their Plan. Plan materials and ballots will be mailed on January 11, 2010. The deadline for returning completed ballots is 5:00 p.m. EST on February 8, 2010. Objections, if any, to confirmation of the Plan must be received by the Court and notice parties no later than February 8, 2010 at 4:00 p.m. A hearing to consider confirmation of the Plan is scheduled for February 16, 2010. "We look forward to putting the plan before our creditors and are pleased to report we remain on schedule to complete a successful restructuring by the end of February," said Bill Corbin, chairman and chief executive officer of TWI. In addition to the Bankruptcy Court approval of their disclosure statement, on January 8, 2010, the Debtors received final authority to continue accessing up to $20 million in debtor-in- possession financing, provided by a group of lenders led by GE Capital. The Debtors will continue to use the financing, along with cash generated from operations, to implement their Plan, pay normal operating expenses, and operate their businesses in the ordinary course. The Debtors filed voluntary petitions for chapter 11 bankruptcy on November 18, 2009 in order to implement an agreement in principle with the holders of their mezzanine senior subordinated secured notes and holders of their first lien notes to significantly improve the Company's capital structure and create financial flexibility. Under the terms of the agreement, the Debtors' debt obligations will be reduced by more than 50%. Additionally, upon emergence from chapter 11, the Debtors will receive improved terms from their lenders and access to new financing, including a $25 million credit facility. The agreement also calls for the investment of new equity capital by the mezzanine holders and the Debtors' financial sponsors, in support of their overall refinancing strategy. The Debtors expect trade creditors to be fully compensated. The disclosure statement includes an overview of the Debtors' restructuring progress and other information about the Debtors, a description of distributions to creditors and an analysis of the feasibility of the Plan, as well as many of the technical matters required for confirmation of the Plan, such as description of who is eligible to vote on the Plan and the voting process. About Taylor-Wharton International Taylor-Wharton International, LLC, is the world's leading technology, service and manufacturing network for gas applications involving pressure vessels and precision valves. Taylor-Wharton International operates three complementary businesses from 16 manufacturing, sales, warehouse and service facilities in six countries on four continents, and markets its products in over 80 countries worldwide. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. Delaware Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. THORNBURG MORTGAGE: Trustee Fed Up With Lawyers' Fee Structure -------------------------------------------------------------- Law360 reports that the U.S. trustee overseeing the bankruptcy of TMST Inc., formerly known as Thornburg Mortgage Inc., has asked the court to partly terminate a pay structure that lets attorneys and financial advisers submit fee requests every month. Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Thornburg has changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has been tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as investment banker and financial advisor. Protiviti Inc. has also been engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. In its bankruptcy petition, Thornburg listed total assets of $24,400,000,000 and total debts of $24,700,000,000, as of January 31, 2009. On October 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging Strategies, Inc. TLC VISION: Files Chapter 11 Plan of Reorganization --------------------------------------------------- TLC Vision (USA) Corp. and its units filed with the U.S. Bankruptcy Court a Chapter 11 plan and related disclosure statement. The Debtors owe $105 million to secured lenders and an additional $25 million to other creditors. According to the Disclosure Statement, holders of allowed prepetition secured lender claims aggregating $105 million classified under A4, B3 and C5 claims will receive their pro rata share of $80 million in the TLC restructured notes and equity. Following the effective date, the reorganized Debtors will have the same corporate structure as existed prior to the effective date, as may be modified in a manner acceptable by the requisite prepetition lenders; provided, however, that reorganized TLC Canada will cease all operations and shall thereafter be placed in liquidation proceedings in the Canadian Court. Holders of allowed D.I.P. facility claims, allowed administrative claims, allowed priority tax claims, allowed other secured, allowed essential trade claims, allowed other priority claims, allowed secured claims, allowed general unsecured claims (against TLC MSI) and allowed TLC MSI common stock and interests will be unimpaired by the Plan or will be paid in full as required by the Bankruptcy Code, unless otherwise agreed by the holders of such claims. Old TLC USA common stock and interests will be cancelled. Holders of general unsecured claims against TLC USA will recover 10%. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/TLC_Vision_DS.pdf A copy of the Plan is available for free at: http://bankrupt.com/misc/TLC_Vision_Plan.pdf TLCVision -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision (USA) Corporation, and two of its corporate affiliates filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. TRIBUNE CO: Appoints Geoffrey Melick as SVP for Health ------------------------------------------------------ Tribune Company announced the appointment of Geoffrey Melick as SVP/Health, responsible for developing advertiser solutions and new advertising and marketing products related to the healthcare industry. He will also oversee Healthkey.com, the company's Web site devoted to healthcare issues. Mr. Melick's appointment is effective immediately. "Spending related to healthcare issues, products and services is exploding, and our newspapers, television stations and websites need to be getting an increasingly larger share of it," said Randy Michaels, Tribune's chief executive officer. "Geoff has tremendous talent and experience and will lead our efforts to develop better targeted advertising and marketing solutions related to the healthcare industry." Melick joins Tribune from Corbett Accel Healthcare Group (CAHG), an Omnicom Company, where he served as EVP/Interactive Marketing and eInnovation. He also served as managing director at Kinect Interactive Digital Communications, where he was responsible for the development of multi-channel strategies and the creation of online and digital communications. Melick has extensive experience in developing online advertising and marketing products and was one of the founding members of McCann Erickson's Interactive Group in 1989. While at McCann Interactive, Melick was a member of the MIT Media Lab, one of the leading interactive think tanks in the world. In 1995, he left McCann to found Two Way Communications, focused on pharmaceutical, financial and eCommerce marketing. His clients at Two Way Communications included Eli Lilly, Pfizer, GlaxoSmithKline and Johnson & Johnson. "Tribune has great brands offering a unique opportunity to create world-class advertising and marketing solutions for healthcare clients trying to reach a variety of audiences across different media platforms," said Mr. Melick. "During the last couple of years Tribune has developed some very innovative advertising approaches for healthcare professionals, pharmaceutical companies and consumers/patients -- but there is a lot of opportunity to do even more." About Tribune TRIBUNE is America's largest employee-owned media company, operating businesses in publishing, interactive and broadcasting. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, The Baltimore Sun, Sun Sentinel (South Florida), Orlando Sentinel, Hartford Courant, Morning Call and Daily Press. The company's broadcasting group operates 23 television stations, WGN America on national cable, and Chicago's WGN-AM. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience. At Tribune we take what we do seriously and with a great deal of pride. We also value the creative spirit and nurture a corporate culture that doesn't take itself too seriously. TRIBUNE CO: ASM Capital Bought Claims in December ------------------------------------------------- Creditors, from December 16, 2009 to January 4, 2010, notified the Court that they intend to transfer each of their claims against the Debtors: Claim Transferor Transferee Amount ---------- ---------- ------ Rose Paving Company ASM Capital, L.P. 23,485 Bitwise Inc ASM Capital, L.P. 31,700 Bitwise Inc ASM Capital, L.P. 15,800 Toms Forklift Service Inc Claims Recovery Group LLC 2,452 Sierra Pacific Fleet Service ASM Capital, L.P. 1,996 G&V Campbell Inc. ASM Capital, L.P. 1,653 Peninsula United Way Longacre Opportunity Offshore Fund, Ltd. 30,000 Jeff Sciortino Photography ASM Capital, L.P. 2,000 PJ Green Inc. ASM Capital, L.P. 1,760 Connecticut Daily Newspaper Association ASM Capital, L.P. 7,161 Kroma Printing Industries Corp ASM Capital, L.P. 12,452 Peterson, Peter H ASM Capital, L.P. 3,362 Standard Mechanical Systems LP ASM Capital, L.P. 1,791 New Direction Services ASM Capital, L.P. 1,784 Bentley Motors, Inc. ASM Capital, L.P. 2,719 Mason-Dixon Polling & Research ASM Capital, L.P. 2,740 Columbus Blue Jackets ASM Capital, L.P. 1,828 Rhino Shield ASM Capital, L.P. 2,055 Broadcast Supply Worldwide ASM Capital, L.P. 4,103 Merchants Credit Guide ASM Capital, L.P. 6,227 ACCU-GLO Electric of New York Liquidity Solutions Inc. 3,500 Keller Heartt Co Inc Liquidity Solutions Inc. 4,565 Prim Hall Enterprises Inc Liquidity Solutions Inc. 5,393 Mediashop PR Inc Liquidity Solutions Inc. 1,532 Moeller Printing Company Sierra Liquidity Fund, LLC 939 Moeller Printing Company Sierra Liquidity Fund, LLC 281 The Dundalk Eagle Hain Capital Holdings, Ltd 624 The Dundalk Eagle Hain Capital Holdings, Ltd 6,594 CPODM Professionals LP ASM Capital, L.P. 12,084 Habitat Contracting ASM Capital, L.P. 7,435 Body By Jake Global LLC United States Debt Recovery III LP 37,500 Hungerfold Aldrin Nichols United States Debt and Carter Recovery III LP 585 Graphtec Inc United States Debt Recovery III LP 1,403 My CRM Director LLC United States Debt Recovery III LP 4,526 Sunshine Logistics Inc United States Debt Recovery III LP 1,053 Terminal Corporation United States Debt Recovery III LP 735 RSHCO Visual Communications United States Debt Recovery III LP 1,016 PJ Green Inc United States Debt Recovery III LP 1,760 L&R Productions United States Debt Recovery III LP 532 Automated Check Processing United States Debt Recovery III LP 227 Next Courier United States Debt Recovery III LP 214 P&M National Sales United States Debt Recovery III LP 1,119 SSI Technologies United States Debt Recovery III LP 1,236 Service Printer Inc United States Debt Recovery III LP 1,115 Rockwallz.com United States Debt Recovery III LP 800 Trail Blazers Inc United States Debt Recovery III LP 24,727 Arena Media Networks LLC ASM Capital, L.P. 25,000 Lapin Services United States Debt Recovery III LP 430 Kwik Kopy Printing United States Debt Recovery III LP 292 Lakeshore Helicopters United States Debt Recovery III LP 521 Sweet Audio Inc United States Debt Recovery III LP 705 Recycled Pallets Inc United States Debt Recovery III LP 550 Recycled Pallets Inc United States Debt Recovery III LP 275 Treat America Limited Of United States Debt Indiana Recovery III LP 259 RMR Photography United States Debt Recovery III LP 1,200 Labriola Louis F United States Debt Recovery III LP 687 Culinart Inc ASM Capital, L.P. 90,021 Cleveland Cavaliers Hain Capital Holdings 25,536 Star Media Enterprises Inc United States Debt Recovery III LP 11,669 New Coffee In Town United States Debt Recovery III LP 745 Anything's Possible Events United States Debt Recovery III LP 7,500 OSA International Inc. Fair Harbor Capital, LLC 7,110 OSA International Inc. Fair Harbor Capital, LLC 7,110 Above Par Courier Service United States Debt Recovery III LP 253 Connecticut Light & Power Fair Harbor Capital, LLC 13,310 Brickman Group Limited Fair Harbor Capital, LLC 4,444 About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Opts to Assume Syndicated Agreements With NBC --------------------------------------------------------- Debtors Tribune Broadcasting Company, Tribune Broadcast Holdings, Inc., WGN Continental Broadcasting Company, Tribune Television Company, Tribune Television Holdings, Inc., Tribune Television Northwest, Inc., Tribune Television New Orleans, Inc., Channel 39, Inc., Channel 40, Inc., KSWB, Inc., KTLA Inc., WPIX, Inc., KIAH Inc., WTXX Inc., and WDCW Broadcasting, Inc., seek the Court's authority to assume certain amended syndicated program agreements with Universal City Studios Productions LLP, a subsidiary of NBC Universal, Inc. The Tribune Parties, and other Debtors, have prepetition syndicated program agreements with NBCU --> WHAT IS NBCU?NBC Universal for general entertainment programming, including the popular daytime talk show Maury, The Jerry Springer Show, and The Steve Wilkos Show. All three programs that are the subject of the NBC Agreements are original, first-run productions in the Tribune Parties' daytime programming. The NBC Agreements allow the Tribune Parties to broadcast Maury, Jerry Springer, and Steve in time periods that allow the corresponding Tribune television station to schedule programming to maximize audience retention from program to program and to otherwise manage their broadcast schedules to greatest advantage. According to Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, the Tribune Parties and NBCU have engaged, over the past year, in discussions regarding the terms for the Tribune Parties' continued broadcast of Maury, Jerry Springer, and Steve. As a result of the discussions, the Tribune Parties have agreed to assume certain of the NBC Agreements subject to amendments that will extend the agreements' terms beyond their scheduled termination in September 2010 through September 2012 and reduce the license fees paid to NBCU over the extended terms. The Tribune Parties have agreed to assume 40 of the NBC Agreements, a list of which is available for free at http://bankrupt.com/misc/Tribune_NBCagreements.pdf The license fee for Maury will be reduced by 6% and the license fee for Jerry Springer will be reduced by 12% effective with the September 2010 season and the license fee for Steve will be reduced by approximately 36% effective with the September 2009 season. According to Ms. Stickles, the aggregate savings to the Tribune Parties from these reductions will exceed $7 million over the life of the contract terms. In consideration for the Tribune Parties' assumption of the amended NBC Agreements to be assumed, NBCU has agreed to waive and release a portion of the amounts that the Tribune Parties would otherwise be required to "cure" as a condition of the assumption of those NBC Agreements. The Tribune Parties and NBCU agree that the total prepetition amount owing under the NBC Agreements to be assumed is $4,933,086. The parties agree that Tribune will pay 90% of the prepetition amounts owing to NBCU for Maury and Jerry Springer and 85% of the prepetition amounts owing to NBCU for Steve, for a total of $4,377,402. The Tribune Parties will pay the Cure Amount within 10 business days after the later to occur of the entry of the order approving the Motion and the parties' execution of the amendments to the NBC Agreements to be assumed. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIDENT RESOURCES: Wants Plan Filing Deadline Moved to May 6 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware will convene a hearing January 28, 2010, to consider the request of Trident Resources Corp. and its affiliates for an extension of their exclusive right to file a chapter 11 plan or plans by 120 days, through and including May 6, 2010; and their exclusive right to solicit acceptances of that plan, through and including July 6, 2010. Trident said it received equity investment/plan proposals from key stakeholder groups in late December, and believes more time is necessary to allow the Debtors to negotiate an acceptable proposal and process that will form the basis for moving forward in their cases. Trident and its advisors are also working with several providers of postpetition financing on terms and conditions for a potential DIP facility, and are engaged in advanced discussions with respect to the financing. Trident is also seeking an extension pursuant to Section 365(d)(4) of the Bankruptcy Code of its deadline to dispose of executory contracts and non-residential real property leases, by 90 days, through and including April 6, 2010. In the U.S., the Debtors hold valuable mineral access rights to extensive acreage in the Columbia River and Snake River basins that straddle the stages of Washington, Oregon and Idaho. The rights enable the Debtors to explore for and develop hydrocarbon discoveries on the sites permitted. The Debtors said the Mineral Access Rights are valuable assets, and they need time to evaluate the Rights in the context of confirmation of a bankruptcy exit plan. About Trident Resources Calgary, Alberta-based Trident Resources Corp. operates a natural gas exploration and development company. The Company and its affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del. Case Nos. 09-13150 to 09-13154). Trident Exploration Corp. and certain of TEC's Canadian subsidiaries filed an application with the Court of Queen's Bench of Alberta, Judicial District of Calgary, under the Companies' Creditors Arrangement Act (Canada). Trident on December 3, 2009, obtained an extension from the Canadian Court of the "stay period" in its Canadian proceedings until January 15, 2010, to allow the Debtors to focus on their restructuring efforts. In their petition, the Debtors listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in debts. As of October 31, 2009, the Debtors had $374,484,559 in total assets against $612,233,705 in total liabilities. TRUMP ENT: Pennsylvania Table Game OK Has Neg. Credit Effects ------------------------------------------------------------- Pennsylvania legalized table games like poker and blackjack, a negative development for the credit profiles of already-suffering casino operators in nearby Atlantic City. For Atlantic City casino operators Harrah's Entertainment, Inc. (Caa3, negative) and Trump Entertainment Resorts Holdings, LP (unrated and in bankruptcy), the approval of table games in Pennsylvania carries negative credit implications. This is because these companies -- already suffering from weak gaming demand and increased competition from slots in Pennsylvania -- are bound to see further declines in gaming revenues owing to the new table game legislation. Atlantic City generates over $1 billion a year from table games, which accounts for 30% of its total annual gaming revenue. This represents a large potential market for Pennsylvania, particularly for casinos located in the eastern part of the state and in relatively easy driving distance to Atlantic City. For casino operators like Las Vegas Sands (B3, negative), Mohegan Tribal Gaming Authority (B3, stable), and Penn National Gaming, Inc (Ba2, negative) -- each of which owns a casino in eastern Pennsylvania -- this is a credit-positive event because of the additional gaming revenue that will likely come to the state from Atlantic City. However, Moody's don't believe that this new legislation, though positive for Pennsylvania gaming revenues, will be enough to positively affect the ratings of the companies that own eastern Pennsylvania gaming facilities. This is because many of them are rated B3 or lower and/or generate a majority of their earnings from casinos outside of Pennsylvania. Likewise, Moody's don't think this development will affect the already low ratings of Harrah's Entertainment, Inc., although it could limit the company's ability to improve its rating over the longer-term given it large concentration in Atlantic City. But beyond the near-term impact of the approval of table games in Pennsylvania, the move is a symptom of the bigger problem plaguing the gaming business, namely that there are more states and more facilities scrapping over an ultimately finite -- and possibly permanently smaller -- pie. So while the new legislation will give Pennsylvania casinos a boost in the short run and will likely hurt gaming revenues in Atlantic City, it opens up a new front in the battle among states to make gaming attractions more appealing. Neighboring jurisdictions might boost promotional activity and further expand their own gaming offerings, which could end up costing Pennsylvania casinos more to stay competitive. But Moody's doubt any new costs of doing business will undermine the economics of allowing table games in the state. VALUE CITY: PBGC to Cover $4.3 Million Shortfall in Benefit Plan ---------------------------------------------------------------- Doug Halonen at Business Insurance reports that the Pension Benefit Guaranty Corp. took over the defined benefit pension plan of GB Retailers and Gramex Retail Stores Inc., subsidiaries of Value City Department Stores LLC. The plans are combined 63% funded with assets of $7.4 million to cover $11.7 million in liabilities. The agency expects to cover the entire $4.3 million shortfall, report notes. About Value City Headquartered in Columbus, Ohio, Value City Holdings Inc. -- http://www.valuecity.com/-- operates a chain of department stores in the United States. The company and eight of its affiliates filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-14197). John Longmire, Esq., and Lauren C. Cohen, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors' in their restructuring efforts. Epiq Bankruptcy Solutions LLC is the claims, noticing and balloting agent for the Debtors. Glenn R. Rice, Esq., at Otterbourg Steindler Houston & Rosen, PC, represents the official committee of unsecured creditors as counsel. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million each. In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York granted Value City Holdings permission to conduct going-out-of-business sales to be managed by liquidator and financial consultant Tiger Capital Group LLC. VIKING SYSTEM: Inks Investment Deal With Dutchess Opportunity ------------------------------------------------------------- Viking Systems Inc. entered into an Investment Agreement with Dutchess Opportunity Fund II LP to purchase up to $5,000,000 of the Company's common stock over thirty-six months. The Company may draw on the facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the Investment Agreement. The purchase price shall be set at 96% of the volume weighted average price of the Company's common stock during the 5 consecutive trading day period beginning on the trading day immediately following the date of delivery of the applicable put notice. The amount that the Company is entitled to put in any one notice shall be equal to either: * 200% of the average daily volume of the common stock for the 3 trading days prior to the applicable Put Notice Date, multiplied by the average of the 3 daily closing prices immediately preceding the Put Date, or * $100,000. The Investor will not be obligated to purchase shares if the Investor's total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company's common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares. Pursuant to the terms of a Registration Rights Agreement dated Jan. 7, 2010, between the Company and the Investor, the Company is obligated to file a registration statement with the SEC to register the resale by the Investor of 15,000,000 shares of the common stock underlying the Investment Agreement on or before 21 calendar days of the date of the Registration Rights Agreement. The Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the registration statement is filed. Going Concern Doubt The report dated April 15, 2009, from the Company's independent registered public accounting firm, Squar, Milner, Peterson, Miranda & Williamson, LLP, on the Company's financial statements for the year ended December 31, 2008, included a going concern explanatory paragraph in which they stated that there was substantial doubt regarding the Company's ability to continue as a going concern. The Company's independent auditors pointed to the Company's significant operating losses and negative operating cash flows. About Viking Systems Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB: VKNG.OB) -- http://www.vikingsystems.com/-- is a developer, manufacturer and marketer of visualization solutions for complex minimally invasive surgery. The Company partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. VINEYARD NATIONAL: Files Plan of Liquidation -------------------------------------------- Vineyard National Bancorp filed with the U.S. Bankruptcy Court on January 6, 2010, a Joint Plan of Liquidation co-proposed by management and the official committee of unsecured creditors. According to the explanatory Disclosure Statement, the Plan provides for the disposition of all assets of the Debtor's estate through the establishment of a liquidating trust for the benefit of the holders of allowed claims. Holders of secured claims will retain all legal and contractual rights and will recover 100 cents on the dollar. Holders of unsecured claims will have their pro rata share from remaining cash in the estate. Holders of equity interests are expected to recover nothing. A copy of the Plan is available for free at: http://bankrupt.com/misc/Vineyard_Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Vineyard_DS.pdf A hearing to consider approval of the adequacy in the information in the Disclosure Statement is set for January 21. About Vineyard National Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) -- http://www.vineyardbank.com/-- was the financial holding company, which provides a variety of lending and depository services to businesses and individuals through its wholly owned subsidiary, Vineyard Bank, National Association. Vineyard Bank was closed July 17 by regulators, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with California Bank & Trust, San Diego, California, to assume all of the deposits of Vineyard Bank, N.A., excluding those from brokers. As of March 31, 2009, Vineyard Bank, N.A., had total assets of $1.9 billion and total deposits of approximately $1.6 billion. In addition to assuming all of the deposits of the failed bank, California Bank & Trust agreed to purchase approximately $1.8 billion of assets. The FDIC will retain the remaining assets for later disposition. California Bank & Trust purchased all deposits, except about $134 million in brokered deposits, held by Vineyard Bank, N.A. Vineyard National Bancorp filed for Chapter 11 on June 21, 2009 (Bankr. C.D. Calif. Case No. 09-26401). WASHINGTON MUTUAL: District Judge Delays Ruling on Assets Dispute ----------------------------------------------------------------- U.S. District Court Judge Rosemary Collyer refused to proceed with a lawsuit filed by Washington Mutual, Inc., which alleges that the Federal Deposit Insurance Corporation "wrongly seized and sold certain [of WaMu's] banking assets to JPMorgan Chase & Co., which paid $1.9 billion to the government in September 2008," Dow Jones Newswires reports. In a seven-page written order, Judge Collyer noted that she is not proceeding with the Lawsuit "while similar litigation unfolds in a federal bankruptcy court in Delaware that is further along in its deliberations," according to the report. The Assets Dispute is currently the core of an adversary proceeding in WaMu's Chapter 11 cases, where WaMu asserts that JPMorgan purchased substantially all of the Washington Mutual Bank assets from the FDIC and subsequently, assumed all of WMB fsb's deposit liabilities by merging WMB fsb with JPMorgan's own banking operations. WaMu had asked Judge Collyer to stay the litigation in her court. WaMu and its creditors would prefer to have many issues in the case resolved in the Delaware bankruptcy proceedings. The FDIC, on the other hand, had asked Judge Collyer to proceed with her consideration of the case and to dismiss most portions of WaMu's lawsuit, the report notes. Judge Collyer instead directed the Parties "to report to her on the status of the bankruptcy proceedings every 120 days." About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: U.S. Trustee Seeks List of Equityholders ----------------------------------------------------------- Section 1102(a)(1) of the Bankruptcy Code obliges the U.S. Trustee to appoint an official committee of unsecured creditors in a Chapter 11 case and has the discretion to appoint additional committees of creditors or of equity security holders "as the [U.S. Trustee] deems appropriate." Under Sections 1107(a), 1106(a), and 704(a) of the Bankruptcy Court, Washington Mutual, Inc., and WMI Investment Corp., are obligated to "furnish such information concerning the estate[s] and the estate[s'] administration as is requested by a party-in- interest" unless otherwise ordered by the Court. By this motion, Roberta A. DeAngelis, Acting United States Trustee for Region 3, asked Bankruptcy Judge Mary F. Walrath for the District of Delaware to direct WaMu to produce a "sortable list of equity security holders." The U.S. Trustee has decided to solicit interest from equity security holders of WaMu interested in serving on an official committee. To aid in the solicitation, the U.S. Trustee requested the Debtors to produce a sortable electronic version of the comprehensive Equity Security Holders List served by the Debtors to the U.S. Trustee, Joseph J. McMahon, Jr., Esq., at the U.S. Department of Justice, in Wilmington, Delaware, related. He, however, noted that the Debtors have not complied with the U.S. Trustee's request. The Debtors' failure timely to provide information or attend meetings reasonably requested by the U.S. Trustee are grounds for conversion or dismissal of the Debtors' Chapter 11 cases under Section 1112(b) of the Bankruptcy Code, Mr. McMahon emphasized. At the U.S. Trustee's request, the Court limited notice of the Equity Holders List Motion to the Debtors' co-counsel given the nature of the relief requested in the Motion. The Court also convened a hearing last December 18, 2009, to consider the U.S. Trustee's request. Absent the December 18 hearing, the U.S. Trustee may have been unable to solicit interest in forming an official committee of equity security holders and result in the prejudice to the interests of that constituency, given that there are a number of affirmative claims the Debtors are asserting that may be the subject of settlement negotiations, Mr. McMahon told the Court. "The interests of equity need to be protected with respect to those proceedings." No objections were asserted against the U.S. Trustee's request. Following the December 18 hearing, the Debtors noted that a Court order on the Motion "is due under certification of counsel." About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: U.S. Trustee Sets Meeting to Form Equity Panel ----------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, was scheduled to convene an organizational meeting to form a Committee of Equity Security Holders on January 11, 2010, at 1:00 p.m., at DoubleTree Hotel located at 700 King Street, in Wilmington, Delaware. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code authorizes the U.S. Trustee to appoint a committee of equity security holders in a debtor's case when appropriate, according to an announcement posted on the Region 3 Web site. The Debtors have filed a list of their largest equity security holders, who may be eligible to serve on the Equity Committee. Equity committees ordinarily consist of persons or entities that hold the seven largest amounts of equity securities of a debtor. There must be at least three equity security holders willing to serve in order to form an Equity Committee. When formed, an Equity Committee should elect a chairperson and may adopt by-laws. As a party-in-interest, the Equity Committee may be heard on any issue in a debtor's bankruptcy proceeding. Rule 2002(i) of the Federal Rules of Bankruptcy Procedure requires that an Equity Committee or its authorized agent receive all notices concerning motions and hearings in the bankruptcy proceeding. Members of an Equity Committee are fiduciaries who represent all equity security holders. Section 1103 of the Bankruptcy Code provides that an Equity Committee may consult with a debtor, investigate the debtor and its business operations, and participate in the formulation of a plan of reorganization. The Equity Committee may also perform other services as are in the interests of the equity security holders. Members of the Equity Committee may be required by the U.S. Trustee to submit periodic certifications of their equity interest while a debtor's bankruptcy case is pending. Equity security holders wishing to serve as fiduciaries on any official committee are advised that they may not purchase, sell or otherwise trade in a debtor's securities while they are committee members absent a Court order. Subject to the approval of the Bankruptcy Court, an Equity Committee may employ one or more attorneys, accountants or other professionals, who may be compensated from assets of a debtor's estate pursuant to Section 330 of the Bankruptcy Code. "Formation of [an Equity] Committee [in the Chapter 11 case of Washington Mutual Inc.] would be a victory in a hard-fought battle for WaMu's millions of worldwide common shareholders and would have widespread implications for the future of the bankruptcy case," according to Puget Sound Business Journal. "The common shareholders don't stand a chance without the equity committee," the report says, citing a statement from a shareholder. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WHITE ENERGY: Chapter 11 Plan Facing Objections from Creditors -------------------------------------------------------------- Law360 reports that White Energy Inc.'s proposed Chapter 11 plan, which seeks to restructure $150 million in debt and give lenders the new stock in the company, has provoked resistance from Texas tax authorities as well as creditors concerned about rushing a vote on the disclosure statement. Headquartered in Dallas, Texas, White Energy, Inc. -- http://www.white-energy.com/-- owns three ethanol plants. White Energy's plants have a combined capacity of producing 240 million gallons of ethanol a year, making it one of the 10 largest ethanol producers in the U.S. and the second-largest gluten maker. Two plants are in Texas with the third in Kansas. White spent $323 million building the plants in Texas. The Company and its debtor-affiliates filed for Chapter 11 on May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601). Michael R. Lastowski, Esq., at Duane Morris LLP, represents the Debtors in their restructuring efforts. The Debtors tapped The Garden City Group Inc. as claims agent. On the petition date, White Energy disclosed assets and debts ranging from $100 million to $500 million. YRC WORLDWIDE: Moody's Changes Default Rating to 'Caa2' ------------------------------------------------------- Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating to Caa2 from Ca\LD, and the ratings on the company's convertible senior notes due 2023 and YRC Regional Transportation, Inc.'s 8-1/2% notes due 2010 to Caa3 from Ca. In a related action Moody's affirmed YRC's Caa3 corporate family rating. The ratings outlook is stable. YRC's PDR was raised by two notches to Caa2 in recognition of a reduction in default risk over the next 12 months that can be ascribed to the recent completion of an exchange of debt for equity. This exchange provided important relief to YRC in two ways. First, the retirement of senior notes significantly reduced the amount of debt repayment that that the company would face in 2010, either through maturity or cash conversion provisions. Secondly, through the amendment of its bank credit facility that was contingent on completion of the exchange, YRC obtained a deferral of cash interest payment through 2010, while re-setting financial covenants to levels in-line with operating plans. However, the Caa2 PDR reflects Moody's belief that the company continues to face substantial risk and will be challenged to significantly improve its financial performance despite what is expected to be a period modest recovery in trucking demand over the near term. Moreover, Moody's notes that YRC must still achieve a refinancing of about $45 million of senior notes that mature in April 2010; under agreements with bank lenders YRC is precluded from using existing financial resources to repay the notes making it imperative that a refinancing plan be implemented in the near term. The Caa3 corporate family rating is one notch below YRC's PDR, reflecting Moody's assessment that debt holders will experience substantial loss in the event of default. Although funded debt has been materially reduced through the exchange, YRC still has substantial debt and pension liabilities that are considered in recovery analysis per Moody's Loss Given Default ('LGD') methodology. Multi-employer pension plan liabilities alone, which Moody's estimate to be over $3 billion, represents approximately two-thirds of the liabilities considered in YRC's LGD waterfall. As such, Moody's uses a 35% family recovery assumption in the application of LGD methodology towards YRC's ratings. YRC's unsecured notes, comprising $45 million of Senior Notes and $22 million of Convertible Notes, are rated Caa3, which is one notch below the PDR and the same as the corporate family rating. This reflects the substantial portion of senior unsecured liabilities in the company's liability structure that rank equally with these notes. Because of the lower family recovery assumption, along with a substantial amount of senior secured bank debt ranking ahead of unsecured liabilities, Moody's believes that note holders would face substantial loss in the event of default, as indicated by the Loss Given Default Assessment of LGD-5. On December 31, 2009, YRC announced the completion of an offer to exchange a sizable majority of the Senior Notes and the Convertible Notes for common and preferred equity. As a result of this exchange, the company was able to substantially lower its funded debt while obtaining important near term liquidity relief. However, despite the near term benefits consequential to the exchange, Moody's remains concerned about the company's ability to improve its financial condition to sustain adequate liquidity and cash flow beyond this year. While 2010 results are expected to improve sufficiently to generate positive free cash flow by the end of the year, much of this achievement will be facilitated by deferrals of interest and fees as well as cessation of pension plan payments through the year. The relief to liquidity that ensues from these provisions will expire at the end of 2010. In addition, since the company has substantially reduced its capital expenditures over the past few years, and will likely continue to do so through 2010, Moody's believes that fleet investment requirements will become more onerous starting in 2011. This suggests that the company will need to show consistent and substantial improvement in revenue growth and profitability by 2011 in order to meet a higher cost structure going forward. The stable outlook takes into account Moody's expectations for modest improvement in volume and yield over the next 12-18 months, albeit from very weak levels experienced in 2009, which should help the company to meet its operating plans and generate positive free cash flow through 2010 while achieving prescribed financial covenant levels. The ratings could face downward pressure if the company were unable to improve operating results sufficient to generate free cash flow over the near term, or if the company were to face difficulty in refinancing the repayment of the Senior Notes due April 2010. Ratings or their outlook could be revised upward if the company were to demonstrate that they could generate sustainable positive free cash flow, not only in 2010 but also in 2011, when certain cash interest payments and pension payments potentially resume. Upgrades: Issuer: USF Corporation -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa3 from Ca Issuer: YRC Worldwide Inc. -- Probability of Default Rating, Upgraded to Caa2 from Ca/LD -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to Caa3 (LGD5/80%) from Ca YRC's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) Moody's projections of the company's performance over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of YRC's core industry and YRC's ratings are believed to be comparable to those of other issuers of similar credit risk. The last rating action was on December 31, 2009, when Moody's revised YRC's probability of rating to Ca/LD. YRC Worldwide Inc. is a less-than-truckload trucking company headquartered in Overland Park, Kansas. * Mark Kindy Joins Alvarez & Marsal as Managing Director -------------------------------------------------------- Forensic technology and security services specialist Mark Kindy has joined Alvarez & Marsal's Dispute Analysis & Forensic Services as a managing director based in New York. Mr. Kindy brings more than 20 years of litigation, discovery and technology experience concentrating on electronic discovery management for corporations and law firms. He focuses on assisting clients to manage and reduce costs across all aspects of litigation readiness, technology, data preservation and discovery. Mr. Kindy is currently assisting the Lehman Bankruptcy estate and his previous clients have included NEC, HCA, CitiCorp, Johnson & Johnson, R.J. Reynolds and numerous Am Law 250 law firms. Al Lakhani, head of the firm's Forensic Technology practice, said, "Mark has an extensive background working with companies and their legal advisers to address complex financial, technology and data preservation issues, as well as dealing with disputes or regulatory probes." Mr. Lakhani continued, "With the economic and regulatory environment leading to increased levels of litigation and investigation, his expertise will be a great addition to our team, which is being frequently called upon to bring our experience to bear in a variety of contentious situations." Prior to joining A&M, Mr. Kindy spent time with global consulting firms and leading eDiscovery Service Providers in executive management, partner and managing director roles, including tenures with Merrill Corporation, FTI Consulting and Andersen. Mr. Kindy earned a bachelor's degree in accounting, with high distinction, from Indiana University. He is a CPA in Ohio and Arizona, and is also on the board of the Darien Technology & Community Foundation (DT&CF). Since 1983, Alvarez & Marsal (A&M) -- http://www.alvarezandmarsal.com-- a global professional services firm, has set the standard for working with organizations to solve complex problems, improve performance, drive critical change and maximize value for stakeholders. The firm has 1,600 professionals in offices across North America, Europe, the Middle East, Asia and Latin America. A&M has amassed a diverse group of seasoned professionals with deep financial, accounting, economic, regulatory, industry and technical expertise around the globe who provide investigation and litigation services in cases such as Lehman Brothers and Washington Mutual. This group includes forensic accountants; certified public accountants and chartered accountants; certified fraud examiners; former chief executives; former SEC, Financial Services Authority and Office of the Comptroller of the Currency professionals; PhD economists; interim management professionals; banking and securities professionals; chartered financial analysts; and forensic technology specialists. A&M provides critical assistance in litigation and arbitration, financial investigations and restatements, and forensic technology. Alvarez & Marsal has been honored numerous times by the Turnaround Management Association and has been recognized as one of the Best Firms to Work For by Consulting magazine. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- AUTOZONE INC AZO US 5,386 (186) (484) DUN & BRADSTREET DNB US 1,600 (182) (720) BOEING CO-CED BA AR 58,667 (1,822) (877) CLOROX CO CLX US 4,598 (665) (47) BOEING CO BA US 58,667 (1,822) (877) MEAD JOHNSON MJN US 1,964 502 (698) BOEING CO BAB BB 58,667 (1,822) (877) NAVISTAR INTL NAV US 10,027 1,563 (1,739) BOARDWALK REAL E BEI-U CN 2,406 - (37) UNISYS CORP UIS US 2,741 187 (1,146) BOARDWALK REAL E BOWFF US 2,406 - (37) TAUBMAN CENTERS TCO US 2,607 - (467) CHOICE HOTELS CHH US 353 (13) (133) LINEAR TECH CORP LLTC US 1,466 993 (164) WEIGHT WATCHERS WTW US 1,077 (329) (748) WR GRACE & CO GRA US 3,937 1,095 (312) MOODY'S CORP MCO US 1,874 (306) (648) ARTIO GLOBAL INV ART US 280 - (33) CABLEVISION SYS CVC US 10,128 (112) (5,193) IPCS INC IPCS US 559 72 (33) AFFYMAX INC AFFY US 145 7 (3) PETROALGAE INC PALG US 3 (7) (40) VERMILLION INC VRMLQ US 7 (3) (25) IMS HEALTH INC RX US 2,111 231 (43) DISH NETWORK-A DISH US 8,659 711 (1,381) TENNECO INC TEN US 2,939 233 (213) SUN COMMUNITIES SUI US 1,189 - (95) KL ENERGY CORP KLEG US 5 (7) (3) HEALTHSOUTH CORP HLS US 1,754 36 (535) SUCCESSFACTORS I SFSF US 181 3 (3) ARTIO GLOBAL INV A1I GR 280 - (33) REVLON INC-A REV US 802 105 (1,043) NATIONAL CINEMED NCMI US 608 85 (505) CHENIERE ENERGY CQP US 1,919 28 (472) OCH-ZIFF CAPIT-A OZM US 1,976 - (88) INTERMUNE INC ITMN US 157 93 (83) REGAL ENTERTAI-A RGC US 2,512 (14) (259) AGA MEDICAL HOLD AGAM US 333 29 (48) JUST ENERGY INCO JE-U CN 1,378 (392) (350) VENOCO INC VQ US 715 (13) (169) THERAVANCE THRX US 183 124 (175) OVERSTOCK.COM OSTK US 144 34 (3) UAL CORP UAUA US 18,347 (2,111) (2,645) PALM INC PALM US 1,327 61 (151) FORD MOTOR CO F US 205,896 (9,751) (7,270) ARVINMERITOR INC ARM US 2,508 27 (1,248) KNOLOGY INC KNOL US 644 21 (42) BLOUNT INTL BLT US 488 29 (22) INCYTE CORP INCY US 473 358 (199) BLUEKNIGHT ENERG BKEP US 317 (4) (134) CARDTRONICS INC CATM US 457 (42) (8) TALBOTS INC TLB US 840 (4) (191) SANDRIDGE ENERGY SD US 2,311 1 (191) AMER AXLE & MFG AXL US 1,953 33 (740) WORLD COLOR PRES WC CN 2,641 479 (1,736) WORLD COLOR PRES WC/U CN 2,641 479 (1,736) DOMINO'S PIZZA DPZ US 444 107 (1,350) EXTENDICARE REAL EXE-U CN 1,655 126 (48) UNITED RENTALS URI US 3,895 312 (18) DEXCOM DXCM US 54 26 (9) CENVEO INC CVO US 1,601 203 (179) SALLY BEAUTY HOL SBH US 1,491 342 (614) CENTENNIAL COMM CYCL US 1,481 (52) (926) JAZZ PHARMACEUTI JAZZ US 102 (9) (82) ACCO BRANDS CORP ABD US 1,078 217 (103) MANNKIND CORP MNKD US 289 35 (2) AMR CORP AMR US 25,754 (1,448) (2,859) AFC ENTERPRISES AFCE US 116 (0) (23) FORD MOTOR CO F BB 205,896 (9,751) (7,270) CYTORI THERAPEUT CYTX US 25 11 (1) OSIRIS THERAPEUT OSIR US 111 49 (3) EXELIXIS INC EXEL US 421 92 (143) PDL BIOPHARMA IN PDLI US 264 (16) (242) SELECT COMFORT C SCSS US 82 (69) (39) PROTECTION ONE PONE US 628 29 (83) SIGA TECH INC SIGA US 8 (4) (11) ZYMOGENETICS INC ZGEN US 243 59 (22) RURAL/METRO CORP RURL US 295 62 (102) EPICEPT CORP EPCT SS 12 6 (5) WARNER MUSIC GRO WMG US 4,070 (650) (143) DELCATH SYSTEMS DCTH US 7 (5) (5) VIRGIN MOBILE-A VM US 307 (138) (244) US AIRWAYS GROUP LCC US 7,744 (552) (260) SINCLAIR BROAD-A SBGI US 1,629 (18) (132) MEDIACOM COMM-A MCCC US 3,722 (254) (435) CELLDEX THERAPEU CLDX US 48 14 (2) QWEST COMMUNICAT Q US 20,225 766 (1,031) LIN TV CORP-CL A TVL US 773 7 (188) EASTMAN KODAK EK US 7,483 935 (651) HOVNANIAN ENT-A HOV US 2,025 1,261 (316) STEREOTAXIS INC STXS US 40 1 (15) CC MEDIA-A CCMO US 17,696 1,508 (7,021) DYAX CORP DYAX US 52 24 (49) SEALY CORP ZZ US 1,032 146 (115) ENERGY COMPOSITE ENCC US - (0) (0) GLG PARTNERS-UTS GLG/U US 467 168 (277) PRIMEDIA INC PRM US 241 (14) (111) CHENIERE ENERGY LNG US 2,789 204 (408) CINCINNATI BELL CBB US 2,011 22 (614) NPS PHARM INC NPSP US 155 72 (222) GLG PARTNERS INC GLG US 467 168 (277) CINRAM INTERNATI CRW-U CN 937 109 (2) ADVANCED BIOMEDI ABMT US 0 (1) (1) QUANTUM CORP QTM US 502 80 (99) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***