/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 13, 2010, Vol. 14, No. 12 Headlines 21ST CENTURY PROPERTIES: Voluntary Chapter 11 Case Summary ABITIBIBOWATER INC: Hearing on Tacoma Mill Sale on Jan. 22 AMBABEN LLC: Case Summary & 20 Largest Unsecured Creditors AMERICAN INT'L: House Oversight Committee to Question Geithner APCO LIQUIDATING: EPA Directed to Turnover Subpoenaed Papers ASARCO LLC: Creditors Want Payment of Postpetition Interests ASARCO LLC: DBG Wants $585,975 Admin. Claim Allowed ASARCO LLC: Withdraws Plea to Pay Bonuses to Directors ASSOCIATED BANC: S&P Cuts Counterparty Credit Rating to 'BB-/B' ATEF ADDAM: Case Summary & 20 Largest Unsecured Creditors AURASOUND INC: Posts $532,160 Net Loss in September 30 Quarter AVIZA TECHNOLOGY: Files Chapter 11 Plan of Liquidation B&G FOODS: Moody's Upgrades Corporate Family Rating to 'B1' B&G FOODS: S&P Assigns 'B+' Rating on $350 Mil. Senior Notes BALLY TOTAL: Names Steven Barnhart as Senior VP and CFO BENTLEY ENERGY: $6.6 Million Loan Default Prompts Ch. 11 Filing BLUE HERON PAPER: Taps Barran Liebman as Employment Counsel BOISE PAPER: S&P Keeps BB- Issue-Level Rating on $300MM Sr. Notes BROADWAY MASS ASSOCIATES: Case Summary & Creditors List BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors BURTON CREEK: Case Summary & 14 Largest Unsecured Creditors CANOPY FINANCIAL: To Auction Assets on Jan. 26 Despite Conversion CAPITAL GROWTH: Patrick Hanlin Steps Down as Board Member CHAMPION PARTS: PBGC Assumes Four Underfunded Pension Plans CHRISTOPHER FORRY: Case Summary & 20 Largest Unsecured Creditors CIRCUIT CITY: WARN Claims to Be Tackled in Bankruptcy CITIGROUP INC: Discloses Holding 10.8% Stake in Grupo Radio Centro CITIGROUP INC: Discloses 9.9% Equity Stake in Wuhan (China) CITIGROUP INC: To Issue SanDisk-Linked Securities CITY OF SACRAMENTO: Moody's Downgrades Bonds to 'Ba3' From Aaa CMS ENERGY: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes COATES INT'L: Hires Meyler & Company as Independent Auditor COMSTOCK HOMEBUILDING: Royce & Associates Discloses 8.24% Stake CONNECTOR 2000: S&P Downgrades Long-Term Rating on Bonds to 'D' COOPER TIRE: Moody's Raises Corporate Family Rating to 'B2' COREL CORP: Gets Delisting Notice from Nasdaq Stock Market COREL CORP: To Reduce Global Workforce by 20% CORNER HOME CARE: Case Summary & 20 Largest Unsec. Creditors CRYSTAL LLC: Case Summary & 19 Largest Unsecured Creditors CUBIC ENERGY: Granted Listing Compliance Extension by NYSE Amex DAVID HERRICK: Updated Chapter 11 Case Summary DAVID SALES: Case Summary & 5 Largest Unsecured Creditors DON FARR MOVING : Voluntary Chapter 11 Case Summary ELECTRONIC SENSOR: Halfmoon Bay Agrees to Defer Interest Payment EMISPHERE TECHNOLOGIES: BAM Funds Disclose 3.09% Equity Stake EMPIRE RESORTS: Sues Former CEO for Revealing Classified Info EMRISE CORP: Receives NYSE Arca Non-Compliance Notice EMERSON OVERLOOK: Wants to Hire Macey Wilensky as Bankr. Counsel ENERGYCONNECT GROUP: Amends $5MM Aequitas Credit Facility ESTELITA VALENTINO: Voluntary Chapter 11 Case Summary EUGENE ARMSTRONG: Updated Chapter 11 Case Summary EVOLUTION FUELS: Debt-for-Equity Swap Cuts Debt by $21 Million FILI ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors FIRSTFED FINANCIAL: Case Summary & 16 Largest Unsecured Creditors FORD MOTOR: Fitch Corrects Press Release; Lifts Rating to 'B-' FULL OF FAITH MINISTRIES: Voluntary Chapter 11 Case Summary G.A.F MANAGEMENT: Case Summary & 19 Largest Unsecured Creditors GENERAL MOTORS: Continues Review of SAAB Bids Amid Wind Down Plans GENERAL MOTORS: February 10 Set as Property Bar Date GENERAL MOTORS: Old GM Wants Plan Exclusivity Until May 27 GENERAL MOTORS: New GM to Promptly Sell Nexteer Business GENERAL MOTORS: Talks on Opel Restructuring Plan Resume Jan. 14 GENERAL MOTORS: Offering More Lease Deals, CEO Whitacre Says GENMAR HOLDINGS: Committee Protest Sale of Assets to Buyers GLOBAL DEMOLITION: Case Summary & 20 Largest Unsecured Creditors GMI FINANCIAL: Voluntary Chapter 11 Case Summary GOODY'S LLC: Plan Confirmation Objections Due February 19 GRAND APARTMENTS: Case Summary & 3 Largest Unsecured Creditors GRAND SEAS: Wants Chapter 11 Plan Filing Extended until March 7 GREEKTOWN HOLDINGS: Fine Consulting Charges $2.5MM for Sept-Nov. GREEKTOWN HOLDINGS: November Casino Revenues Total $28.4MM GREEKTOWN HOLDINGS: U.S. Trustee Opposes Nunc Pro Tunc Retention GRUBB & ELLIS: Wellington Management Discloses 20.83% Stake GULFSTREAM CRANE: Files Schedules of Assets and Liabilities HAEMACURE CORPORATION: Case Summary & 20 Largest Unsec. Creditors HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary HAVEN HEALTHCARE: Raymond Termini Pleads Guilty of Wire Fraud HUNTINGTON RESTAURANTS: Case Summary & 13 Largest Unsec. Creditors ILLINOIS FINANCE: S&P Downgrades Rating on Bonds to 'B' IMAGE ENTERTAINMENT: Closes Sale of Preferred Stock INFOLOGIX INC: Stockholders Approve 1-for-25 Reverse Stock Split INNOPRIZE XIX: Chapter 11 Case Summary & Unsecured Creditor INTERNATIONAL ALUMINUM: Taps Kurtzman Carson as Claims Agent J. WILLIAM PUSTELAK: Case Summary & 20 Largest Unsecured Creditors JAMES FAVINI: Case Summary & 4 Largest Unsecured Creditors JAPAN AIRLINES: Chapter 11-Type Restructuring Needed for Tie Up JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors JOANNE SANDBLOM: Sec. 341 Creditors Meeting Set for Feb. 12 JOHN RIDGWAY: Case Summary & 14 Largest Unsecured Creditors JOSEPH GILCHRIST: Files Schedules of Assets and Liabilities KERRY SEWARD HIX: Voluntary Chapter 11 Case Summary KIRBY AVENUE: Case Summary & 19 Largest Unsecured Creditors LAMAR ARBORS: Files Schedules of Assets and Liabilities LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors LBJ LAKEFRONT: Sec. 341 Creditors Meeting Set for Feb. 2 LBJ LAKEFRONT: Taps Hohmann Taube as Bankruptcy Counsel LEHMAN BROTHERS: Metavante Seeks Reversal in Lehman Swap Dispute LEVEL 3: Fitch Affirms Issuer Default Rating at 'B-' LEXINGTON PRECISION: Creditors Plan Won't Be Heard January 25 LITHIUM TECHNOLOGY: Names Timothy Ryder as Chief Financial Officer LUNA INNOVATIONS: Adds Three New Independent Directors LUNA INNOVATIONS: Posts Fourth Quarter Operating Results LUNA INNOVATIONS: Emerges from Chapter 11 Reorganization LYONDELL CHEMICAL: Sponsors Oppose Broader Scope for Examiner LYONDELL CHEMICAL: Akzo Nobel Wants Prompt Decision on Pact MAGNA ENTERTAINMENT: Reaches Agreement with Creditors Committee MESA AIR: Has Interim Nod to Pay Prepetition Taxes & Fees MESA AIR: Has Nod to Keep go! Mokulele Program MESA AIR: Has Protocol to Limit Equity Trading to Save NOLs METALDYNE CORP: Gets Nod to Send Plan to Creditors for Voting METROMEDIA INT'L: Plan Outline Hearing Moved to February 12 MUZAK HOLDINGS: Wins Confirmation of Reorganization Plan NEAL JONES: Case Summary & 20 Largest Unsecured Creditors NEWPOINT FINANCIAL: Faces Securities Fraud; Receiver Appointed NORANDA ALUMINUM: Inks Amended Establishment Deal With GOJ NORTEL NETWORKS: $2.3 Mil. in Claims Changed Hands in 2 Weeks NOVADEL PHARMA: Selects Steven Ratoof as President & CEO NOVELIS INC: Completes Exchange Offer for 11-1/2% Senior Notes OCCULOGIX INC: Inks Advisory Agreement With Greybrook Capital PACIFIC GALVESTON: Files List of 20 Largest Unsecured Creditors PACIFIC GALVESTON: Sec. 341 Creditors Meeting Set for Feb. 9 PAJAAMCO FAMILY: Taps Cardenas Whitis as Bankruptcy Counsel PANOLAM HOLDINGS: Court Confirms Prepackaged Chapter 11 Plan PECANS OF QUEEN: Files Schedules of Assets and Liabilities PHILIP LEE KEESLING: Voluntary Chapter 11 Case Summary PIER COLLISION CENTER: Case Summary & 20 Largest Unsec. Creditors PROPEX INC: Creditors Facing Second Loss on Preferences QL2 SOFTWARE: Files for Chapter 11 in Seattle QUEST RESOURCE: Receives Non-Compliance Notice From NASDAQ RALPH CALANDRELLA: Case Summary & 20 Largest Unsecured Creditors R.H. DONNELLEY: Gets Confirmation of Plan of Reorganization ROBERT FERLAND: Case Summary & 20 Largest Unsecured Creditors SARGENT RANCH: Sec. 341 Creditors Meeting Set for Feb. 2 SHEARIN FAMILY: Court Sets Confirmation Hearing for January 21 SKI MARKET: Purchasers Have Until January 27 to File Offers SONRISA PROPERTIES: Sec. 341 Creditors Meeting Set for Feb. 4 SONRISA PROPERTIES: Wants Karen Emmott as Bankruptcy Counsel SONRISA REALTY: Sec. 341 Creditors Meeting Set for Feb. 4 SPANSION INC: Proposes Deal With AEHR Test Systems SPANSION INC: Reports $1.5 Million Income for September Quarter SPANSION INC: Says It Owes Nothing to Spansion Japan SPANSION INC: Spansion Japan Wants Time to Elect on Foundry Pact STANDARD FORWARDING: Files Schedules of Assets and Liabilities STERLING FINANCIAL: Employees File Class-Action Lawsuit TAYLOR-WHARTON: Stock Going to Investors for $12 Million TIMOTHY SCHWARTZ: Sec. 341 Creditors Meeting Set for Feb. 12 TITLEMAX HOLDINGS: Ch. 11 Rolls Over Merrill $15M Cash Demand TLC VISION: Files Schedules of Assets and Liabilities TOP SHIPS: Provides Update on Charter Agreement TRIBUNE CO: Interactive Unit Launches Representation Division TRIMERIS INC: Receives Delisting Notice From NASDAQ TRONOX WORLDWIDE: Near Settlement with Arco in Oil Pollution Suit TUMBLEWEED INC: Court Confirms Chapter 11 Plan of Reorganization TXCO RESOURCES: Court Set to Consider Sale Plan on January 19 VALHALLA INVESTMENT: SEC Charges Advisers of Fraud, Freezes Assets VAN HUNTER: Sec. 341 Creditors Meeting Set for Feb. 5 WALTER DIAL: Files List of 20 Largest Unsecured Creditors WALTER DAVID DIAL: Sec. 341 Creditors Meeting Set for Feb. 9 WALTER DAVID DIAL: Taps Nixon Law Firm as Bankruptcy Counsel WASHINGTON MUTUAL: Deal Approved for BNY's $4.1 Bil. Claims WASHINGTON MUTUAL: Proposes Old Republic & Zurich Pacts WASHINGTON MUTUAL: Stipulation With Law Debenture Approved WEISMAN ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors * Upcoming Meetings, Conferences and Seminars ********* 21ST CENTURY PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: 21st Century Properties Inc. 520 S Sepulveda Blvd, Ste 404 Bel Air, CA 90049 Bankruptcy Case No.: 09-27480 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Bruce M. Greenfield, Esq. 520 S Sepulveda Blvd #205 Bel Air, CA 90049 Tel: (310) 471-5115 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 According to the schedules, the Company has assets of $1,375,000, and total debts of $800,000. The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Bruce M. Greenfield, CEO/president of the Company. ABITIBIBOWATER INC: Hearing on Tacoma Mill Sale on Jan. 22 ---------------------------------------------------------- AbitibiBowater Inc. and its units ask the U.S. Bankruptcy Court to authorize them to sell their former paper mill site in West Tacoma to Ralston Investments, Inc., as purchaser, for $4.7 million pursuant to a Purchase and Sale Agreement executed by the parties. Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that the assets for sale under the PSA relate to approximately 83 acres of real property situated in Pierce County, Washington, generally known as the "West Tacoma Mill," including all related improvements, all privileges, appurtenances, easements, all fixed assets, all utility and storage buildings or sheds, all other equipment and parts. The Debtors seek to convey and transfer the Assets to Ralston, on an "as is, where is" basis. Pursuant to the PSA, Ralston will pay the Debtors $4,500,000 for the Assets, consisting of: (a) an earnest $100,000 deposit to be escrowed pending closing of the Sale; and (b) the balance payable in cash at Closing, subject to certain prorations and adjustments set forth under the PSA. The Debtors seek to obtain the Court's approval of the sale request no later than January 22, 2010. The closing of the Sale is anticipated to occur on February 15, 2010, or at an earlier date as agreed by the parties. The earnest money deposit is refundable to Ralston if the Debtors (i) default, (ii) fail to obtain approval from the Bankruptcy Court by January 22, 2010, or (iii) fail to obtain an amendment to the proposed order relating to the Sale prior to the Closing Date or, at Purchaser's election, if the Real Property is condemned prior to the Closing Date. The Debtors also seek authority to assume and assign to Ralston certain executory contracts relating to the Assets, along with proposed cure amounts, as of the Closing Date. The Assigned Contracts relate to the Real Property and serve no purpose other than to support ownership and upkeep of the Real Property. The interests of counterparties in the Assigned Contracts will be protected, as Ralston will pay all amounts necessary to cure any defaults under the Assigned Contracts in accordance with Section 365 of the Bankruptcy Code and will assume all of the Debtors' obligations under the Assigned Contracts, Mr. Greecher notes. Failure to obtain the Court's approval for the assumption and assignment of any or all Assigned Contracts does not relieve Ralston's obligation under the PSA or otherwise alter the purchase price, Mr. Greecher adds. A schedule of the Assumed Contracts under the West Tacoma Mill Sale is available for free at: http://bankrupt.com/misc/ABH_WestMillAssignedPacts.pdf 2.5% Broker Commission Upon Closing, the Debtors propose to pay a real estate commission equal to 6% of the Purchase Price, or $270,000, to Vanessa Herzog of CVG Kidder Mathews, a full service commercial brokerage firm, which acts as the Debtors' broker. Ralston also intends to pay a real estate commission equal to 2.5% of the Purchase Price to Joe Dejager of Kidder Mathews acting as Ralston's broker. The Commission, which is well within the range customarily found in similar real estate transactions, is particularly warranted in the Debtors' cases given the Seller's Broker's involvement in the marketing of the Assets since 2002, Mr. Greecher asserts. Mr. Greecher maintains that the Sale will allow the Debtors to realize approximately $4.5 million for assets that no longer provide any commercial value to their operations and are not necessary for its restructuring efforts. At the same time, the Debtors will realize approximately $30,000 in monthly savings once the Assets, which have fully and exhaustively been marketed over a seven-year period, are sold, he adds. The proposed Sale is the product of good faith negotiations, within the meaning of Section 363(m) of the Bankruptcy Code, between the Debtors and Ralston, Mr. Greecher avers. Ralston does not share common ownership with any of the Debtors, and is not otherwise affiliated with the Debtors or their officers and directors. No evidence of collusion or bad faith exists in connection with the proposed Sale, Mr. Greecher further assures the Court. 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). AMBABEN LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Ambaben LLC 588 N. Mollison Ave El Cajon, CA 92021 Bankruptcy Case No.: 10-00254 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Louise DeCarl Adler Debtor's Counsel: Richard Gibson, Esq. Gibson Law PC 21800 Oxnard Street, Suite 310 Woodland Hills, CA 91367 Tel: (818) 716-7950 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,258,000, and total debts of $4,588,366. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/casb10-00254.pdf The petition was signed by Hermant Patel, general manager of the Company. AMERICAN INT'L: House Oversight Committee to Question Geithner -------------------------------------------------------------- House Oversight and Government Reform members will question Treasury Secretary Timothy Geithner at a hearing during the week of Jan. 18 about his role in the massive bailout of American International Group Inc, according to ABI. As reported in yesterday's Troubled Company Reporter, 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. 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. APCO LIQUIDATING: EPA Directed to Turnover Subpoenaed Papers ------------------------------------------------------------ WestLaw reports that a liquidating trustee's need for documents that were withheld by the Environmental Protection Agency pursuant to the deliberative process privilege outweighed the EPA's interest in withholding the documents, which thus had to be disclosed. The EPA "initiated" the underlying dispute by filing a proof of claim in the Chapter 11 cases of a defunct oil company's liquidating and stockholder trusts, seeking more than $10,000,000 in estimated costs for cleaning up an environmentally contaminated site. Moreover, the documents were relevant to a contractor's investigation of the site and the process of determining the proper cleanup procedure, and the liquidating trustee had no other source for the same information, which was relevant to his effort to determine the validity of the EPA's claim. The record did not support, furthermore, the contention that the production of the documents would chill discussions between government officials, the contractor's employees, and other parties involved in the cleanup efforts. In re Apco Liquidating Trust, --- B.R. ----, 2009 WL 4798218 (Bankr. M.D. La. Misc. No. 08-102) (Dodd, J.). Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust and APCO Missing Stockholder Trust were created on behalf of the common stockholders of APCO Oil Corporation. The Debtors filed for chapter 11 protection (Bankr. D. Del. Case No. 05-12355) on August 19, 2005. When the Debtor filed for protection, they estimated assets and debts between $10 million to $50 million. As reported in the Troubled Company Reporter on Feb. 10, 2006, the Bankruptcy Court confirmed the First Amended Liquidating Plan of Reorganization filed by APCO Liquidating Trust and its debtor- affiliate, APCO Missing Stockholder Trust. John G. McMillian serves as the Liquidating Trustee for the Apco Liquidation Trust and Apco Missing Stockholder Trust under the confirmed plan, and is represented by Neal H. Weinfield, Esq., and Matthew F. Prewitt, Esq., at Greenberg Traurig, LLP, in Chicago, Ill., and Andree Matherne Cullens, Esq., at Taylor, Porter, Brooks & Phillips LLP in Baton Rouge, La. ASARCO LLC: Creditors Want Payment of Postpetition Interests ------------------------------------------------------------ Several creditors and parties-in-interest filed separate requests, asking the Court to compel Asarco LLC and its units to pay postpetition interests and to reimburse attorneys' fees and other costs and expenses associated and on account of their claims. The Filing Creditors include: -- Certain Allowed Workers Compensation Judgment Claim Holders represented by The Law Office of Garry Ferraris; -- ASM Capital L.P., ASM Capital II, L.P., and ASM Capital III, L.P.; -- Certain Asbestos Judgment Creditors represented by Asbestos Claimants represented by Roger Lucas, Esq., and Martin Berks, Esq., and creditors Charles R. Archer and Henry D. Hartwig; -- Deutsche Bank Securities Inc.; -- Industrial Development Authority of Gila County, Arizona; -- Certain Holders of General Unsecured Claims; and -- Strider Construction Company Inc. The Creditors contend that their requests are based on Andrew S. Hanen's Memorandum Opinion, Order of Confirmation and Injunction entered November 13, 2009, confirming the Parent's Plan of Reorganization for the Debtors. The Memorandum Opinion ordered the payment of postpetition interest to unsecured creditors. The default rate for postpetition interest was the federal judgment rate, but the Memorandum and Order provided that an unsecured creditor could file a request for a different rate. The Creditors assert that according to the Plan, they are entitled to reimbursement of attorneys' fees and related costs. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: DBG Wants $585,975 Admin. Claim Allowed --------------------------------------------------- DBG Benefit Solutions, Inc., an insurance broker, informs the Court that it holds an administrative claim for $585,975 in commissions based on its postpetition contract with ASARCO LLC dated September 28, 2006. By a letter dated May 22, 2009, ASARCO terminated the Contract with DBG Benefit Solutions and denied any further obligations under the Contract, relates Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, L.L.P., in Dallas, Texas. On May 29, 2009, DBG notified ASARCO that pursuant to the terms of the Contract, it was entitled to $130,000 for enrollment services and $690,675 in commissions. In response to DBG's May 29 letter, ASARCO asserted to withdraw the termination letter and issued a letter that advises DBG that it will not renew the Contract and will allow the Contract to terminate. ASARCO terminated the Contract without cause on May 29, 2009, and again on June 3, 2009, Mr. Yaquinto contends, on behalf of DBG. He notes that the Contract provides that in the event ASARCO terminates the Contract without cause, ASARCO will be required to pay any commission, bonus, override or any other compensation set forth under agreements between DBG and the product/service providers, or commissions DBG would have otherwise been paid. Mr. Yaquinto asserts that the ASARCO-DBG Contract was entered into postpetition for services to be provided to ASARCO. Pursuant to the Contract, DBG had negotiated a four-year contract with Sunlife Insurance Company that called for monthly commission payments of $15,025 to DBG. At the time of Services Contract termination, there were 39 months remaining on the contract with Sunlife. DBG, therefore, asks the Court to allow its administrative claim for $585,975 and to direct ASARCO to pay the amount. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Withdraws Plea to Pay Bonuses to Directors ------------------------------------------------------ ASARCO LLC notifies the U.S. Bankruptcy Court for the Southern District of Texas that it is withdrawing, with prejudice, its request to pay bonuses to Edward R. Caine and H. Malcolm Lovett, Jr., as members of the Board of Directors of ASARCO LLC, and former Chief Executive Officer Joseph F. Lapinsky. The bonuses aggregate $6.5 million. Messrs. Lovett and Caine, in their capacity as Board members, previously voted themselves eligible for bonuses, aggregating $4 million. They were the only board members that voted to endorse that particular action. Messrs. Caine, Lovett and Lapinsky approved the bonuses over the objection of Carlos Ruiz Sacristan, a third member of the Board of directors. They also voted to pay departing CEO, Mr. Lapinsky, a $2.5 million bonus in addition to $1.65 million in severance and bonus payments he was entitled to receive under his employment contract. They are the only directors to vote in favor of the CEO payments, with Mr. Ruiz again objecting, and then voted to authorize Mr. Lapinsky to take all steps necessary to require ASARCO LLC to make all the payments, again being the only directors to vote in favor of that particular action. In this light, ASARCO LLC subsequently filed a motion in Court, seeking authority to make the bonus payments. ASARCO LLC has now informed the Court that it is retracting its Directors' Bonus Payment Motion. Pursuant to ASARCO LLC's withdrawal notice, the Board voted by unanimous written consent to rescind the actions at the behest of and for the sole benefit of Messrs. Lovett, Caine and Lapinsky, according to ASARCO counsel Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas. Mr. Beckham contends that Bonus Payment Motion request is withdrawn for these reasons: (a) It is in direct conflict with the requirements of Judge Hanen's supplement to the Confirmation Order. Mr. Beckham asserts that ASARCO LLC and the Board could not allow that blatant violation of the Confirmation Order to continue unabated, and that alone is sufficient to cause withdrawal of the bonus payment request with prejudice; (b) The transaction in question -- endorsed only by the directors with a direct financial interest in the outcome -- cannot withstand the strict scrutiny to which it is subject under Delaware corporate law; and (c) The Board has determined that there is no legal precedent for the relief requested. Mr. Beckham further asserts that Messrs. Caine and Lovett have been paid in full their fees and expense reimbursements, and Mr. Lapinsky has been paid in full his salary and expense reimbursements plus an additional $1.65 million in severance and bonus payments covered by his employment contract. "The Directors are entitled to no more under contract, or under the Bankruptcy Code." Parties Comment on Bonus Request Also, prior to the filing of the Motion Withdrawal Notice, John D. Low sent Judge Schmidt a letter, asserting that it would be inequitable for Messrs. Caine, Lovett and Lapinsky to receive the proposed bonus payout while completely ignoring the contribution that the salaried workforce has made to the successful outcome of the bankruptcy cases of ASARCO LLC and its debtor affiliates. Mr. Low served as a veteran officer of ASARCO LLC before, during, and after the Company's August 9, 2005 bankruptcy filing. "I find it insulting that in the Joinder Motion filed on December 8, 2009, 'Messrs. Caine, Lovett, and Lapinsky acknowledge that the result obtained in this case is due to a myriad of factors including the assistance of qualified counsel and other case professionals as well as the committees and other major creditor constituents,'" Mr. Low said. "What about the people that did the work of successfully rebuilding the company during the period of the bankruptcy? During the period of the bankruptcy there have been six Directors, three CEOs, three CFOs, three Treasurers, three leaders of Human Resources, and two controllers," he noted. The veteran officers and salaried employees have made tremendous improvements in ASARCO LLC's business of making copper during the 52 months of the bankruptcy while maintaining continuity and stability with employees, vendors, and customers, Mr. Low asserted. He insisted that it should be pointed out that there is at least one factual error in ASARCO's request, and that is the fact that the strike that forced ASARCO LLC to seek bankruptcy protection was settled in November 2005 before Messrs. Caine and Lovett joined the Board in December 2005. "My comments are not intended to be critical of Messrs. Caine, Lovett, or Lapinsky," Mr. Low said. "Success has many fathers and it is not equitable to reward some without rewarding all," he contended. In separate letters, Gary A. Miller and Douglas E. McAllister also pointed out to Judge Schmidt the potential inequity of the bonus request. They noted that if success bonuses are to be granted, ASARCO LLC's salaried group also deserves consideration. Mr. McAllister is ASARCO's general counsel, vice president and secretary. Mr. Miller is ASARCO's Vice President Commercial Division. Lapinsky, et al., Object Messrs. Caine, Lovett and Lapinsky jointly argue that the Court should deny the attempted "withdrawal" of the bonus request, and proceed to determine the appropriate amount of their bonus award. Representing the Directors, David R. Jones, Esq., Porter & Hedges, L.L.P., in Houston, Texas, contends that in withdrawing the request, the "Parent/Reorganized ASARCO continues its past practice of mischaracterizing the facts and accusing the independent directors of bad acts." He points out that notwithstanding the efforts of the Parent/Reorganized ASARCO to rescind the resolution, the Debtor has approved the bonus payments. "Messrs. Caine, Lovett and Lapinsky are entitled to a determination from [the Bankruptcy] Court of the proper amount of their bonuses," Mr. Jones argues. "The Parent/Reorganized ASARCO is free to object to the payment of any bonus amount. Messrs. Caine, Lovett and Lapinsky simply request that the Court evaluate the result in this case, their efforts in obtaining the result and the disproportionate level of compensation that they received," he continues. Messrs. Caine, Lovett and Lapinsky tell Judge Schmidt that they want their day in Court for a determination by an impartial fact- finder of the amount of their compensation. Therefore, they ask the Court to deny the Parent/Reorganized ASARCO's attempt to prevent that consideration and set a hearing date to consider the proper amount of the bonus payment. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASSOCIATED BANC: S&P Cuts Counterparty Credit Rating to 'BB-/B' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its counterparty credit ratings on Associated Banc Corp. to 'BB-/B' from 'BB+/B'. S&P also lowered its counterparty credit ratings on Associated Bank N.A. to 'BB+/B' from 'BBB-/A-3'. The outlooks are negative. "The downgrade reflects Associated Banc's already elevated nonperforming loans and charge-off rates, and S&P's expectation for this negative trend to continue in 2010," said Standard & Poor's credit analyst Sunsierre Newsome. Credit quality has weakened significantly year-over-year, and the rate of deterioration in Associated Banc's portfolios has exceeded S&P's prior expectations. Even with increased net charge-offs, nonperforming assets remain very high. Associated Banc posted its second quarterly loss for 2009 in the fourth quarter. The quarterly loss of $181 million is part of an annual loss for 2009 of $161.2 million. The bank's asset quality difficulties, specifically its outsized exposures to commercial real estate and construction loans, continue to affect its earnings performance. The company undertook a more in-depth review of its credit portfolio in the fourth quarter, which resulted in higher provisions ($395 million), higher charge-offs ($234 million), and an increase in the allowance for loan losses (4.06% of loans). These measures are up significantly from one year ago, when provisions, charge-offs, and the loan-loss allowance were $65 million, $45 million, and 1.63%, respectively. S&P believes that there could be additional credit losses throughout 2010, and this is reflected in S&P's negative outlook. The bank remains under a Memorandum of Understanding with the Office of the Comptroller of the Currency -- its primary regulator -- that it entered on Nov. 5, 2009. The MOU invokes higher capital requirements and cites the need for the bank to improve the risk management of its loan portfolio. S&P takes a positive view of Associated's announcement of a $400 million common equity raise, which could keep capital above the bank's higher ratio requirements under the MOU. However, this capital raise may be insufficient if credit quality continues to deteriorate at a rapid pace. The outlooks are negative. If elevated credit losses continue to pressure earnings and erode tangible capital, or if the capital raise is unsuccessful, S&P may lower the ratings further. Though unlikely in the intermediate term, if asset quality measures stabilize with a view toward minimal negative capital impact, S&P could revise the outlook to stable. ATEF ADDAM: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Atef Addam dba Fountan Valley Glass & Screen fdba Garden Grove Glass Fabrication dba Garden Grove Glass & SCreen Co. dba Grove & Glass & Screen dba Garden Grove Glass & Screen dba Garden Grove Glass Company aka Grove Glass Fabricators fdba Grove Glass Designs aka Garden Grove Glass Distributors dba Garden Grove Glass 18984 Mount Cimarron Street Fountain Valley, CA 92708-7313 Bankruptcy Case No.: 09-24421 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Marc C. Forsythe, Esq. 18101 Von Karman Avenue, Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 Email: kmurphy@goeforlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-24421.pdf AURASOUND INC: Posts $532,160 Net Loss in September 30 Quarter -------------------------------------------------------------- AuraSound, Inc., reported a net loss of $532,160 on net sales of $1,278,900 for the three months ended September 30, 2009, compared to a net loss of $767,453 on net sales of $211,629 for the same period ended September 30, 2008. At September 30, 2009, the Company's consolidated balance sheets showed $2,270,050 in total assets and $7,076,856 in total liabilities, resulting in a $4,806,806 shareholders' deficit. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $2,183,156 in total current assets available to pay $7,076,856 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?4d49 Going Concern Status During the three month period ended September 30, 2009, the Company incurred losses of $532,160. The Company had an accumulated deficit of $36,132,002 as of September 30, 2009. "The Company has never been profitable and there can be no assurances that it will ever be profitable or that it will survive as a public company. If the Company is unable to generate profits and unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether." About AuraSound Inc. AuraSound, Inc. (OTC: ARAU) fka Hemcure, Inc., is a developer and marketer of premium audio products. The Company has focused on the development of magnetic speaker motor designs to deliver audio products to the original equipment manufacturer, home and professional audio markets. The Company's sales are made on an OEM basis to manufacturers of high end speakers and sound systems. AuraSound has developed miniaturized speakers that its tests indicate will deliver sound quality to devices, as laptop computers, flat-panel televisions, display screens, and mobile phones. Its micro-audio products have been tested and approved by NEC, Quanta, Hewlett Packard and Acer, with NEC and Quanta already designing its speakers into their new products. AVIZA TECHNOLOGY: Files Chapter 11 Plan of Liquidation ------------------------------------------------------ Aviza Technology Inc., now known as ATI Liquidating, Inc., and its units filed with the U.S. Bankruptcy Court a Plan of Liquidation and an explanatory Disclosure Statement. In September 2009, the Court approved the sale of most of the assets of Aviza to Sumitomo Precision Products for $58 million. According to the Disclosure Statement, the Plan will be implemented by distributing cash received from the promissory notes, liquidation of the Debtors' remaining assets and the wind- down and upstreaming of cash by direct and indirect subsidiaries of Aviza Technology to the Debtors. After payment of or reserve for asserted secured claims, the balance of the proceeds from the purchase transaction and from the liquidation of the Debtors' remaining assets will be used to pay allowed claims pursuant to the priorities of the Bankruptcy Code. The Disclosure Statement did not provide for the estimated recovery by classes of claimants and interest holders. The Plan provides for the consolidation of all assets and all liabilities of the Debtors into a single estate. A hearing to consider the adequacy of the information in the Disclosure Statement is scheduled for February 11. A copy of the Plan is available for free at: http://bankrupt.com/misc/Aviza_Chapter11Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Aviza_DiscStatement.pdf About Aviza Technology Inc. Headquartered in Scotts Valley, California, Aviza Technology Inc. (NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs, manufactures, sells and supports semiconductor capital equipment and process technologies for the global semiconductor industry and related markets. The Company's systems are used in a variety of segments of the semiconductor market for advanced silicon for memory devices, 3-D packaging and power integrated circuits for communications. The Company's manufacturing, R&D, sales and customer support facilities are located in the United Kingdom, Germany, France, Taiwan, China, Japan, Korea, Singapore and Malaysia. The Company and two of its subsidiaries, Aviza Inc. and Trikon Technologies Inc., filed for Chapter 11 bankruptcy protection on June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511). Judge Roger L. Efremsky presides over the Chapter 11 case. Attorneys at the Law Offices of Murray and Murray represent the Debtors. At the time of the filing, Aviza Technology estimated assets and debts of $10 million to $50 million. B&G FOODS: Moody's Upgrades Corporate Family Rating to 'B1' ----------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of B&G Foods, Inc., to B1 from B2. In addition, Moody's has assigned a B2 rating to the proposed $350 million senior unsecured notes due 2018. The ratings on the senior unsecured notes are subject to the review of final documentation. The rating outlook is stable. The upgrade of the corporate family rating to B1 reflects B&G's strong performance in 2009, reduced financial leverage and the expectation for continued revenue and earnings growth in 2010. The ratings and stable outlook reflect B&G's improved liquidity profile and modest cash generation which benefit from the company's high operating margins. While Moody's continues to view the company's dividend policy and appetite for debt-financed acquisitions as aggressive, the company's high cash balances, ongoing cash generation, reduced balance sheet debt and improving interest coverage are expected to mitigate this risk over the intermediate term. Further, the rating action reflects the company's progress made to strengthen its capital structure over the past six months. The final outcome of its capital market activities, which include the refinancing of its pre-existing senior unsecured and subordinated notes, should result in lower debt levels, an improved maturity profile and lower interest rates going forward. Proceeds of the notes issuance are anticipated to be used to refinance existing debt of $310 million, early redemption premiums and for other corporate purposes. The proposed $350 million notes are expected to be senior unsecured obligations of B&G maturing in January of 2018. The notes are expected to benefit from the unconditional guarantee of all existing and future domestic subsidiaries of B&G. Ratings upgraded: * Corporate family rating to B1 from B2; * Probability of Default rating to B1 from B2; * $25 million senior secured revolving credit facility to Ba1 (LGD2, 13%) from Ba2 (LGD2, 10%); and * $130 million senior secured term loan to Ba1 (LGD2, 13%) from Ba2 (LGD2, 10%). Rating assigned: * $350 million senior unsecured notes due 2018 at B2 (LGD4, 68%) Moody's most recent rating action occurred on August 1, 2007, upgraded the rating of B&G's senior unsecured notes to B2 from B3. B&G Foods, Inc., based in Parsippany, New Jersey, is a manufacturer and distributor of shelf-stable branded food products including Cream of Wheat and Cream of Rice, Ortega, Maple Grove Farms of Vermont, and Bloch & Guggenheimer. Revenues for the twelve months ended October 3, 2009, were approximately $500 million. B&G FOODS: S&P Assigns 'B+' Rating on $350 Mil. Senior Notes ------------------------------------------------------------ On Jan. 11, 2010, Standard & Poor's Rating Services assigned its issue-level and recovery ratings to B&G Foods Inc.'s proposed $350 million senior unsecured notes due 2018. S&P assigned a 'B+' issue rating (the same as the corporate credit rating on the company) to the notes, and assigned a recovery rating of '4' (indicating S&P's expectation of average (30%-50%) recovery in the event of a payment default). B&G will use the proceeds from the notes offering to repay the company's existing senior notes due 2011 and senior subordinated notes due 2016. S&P estimates that the Parsippany, New Jersey-based B&G Foods currently has about $440 million of debt outstanding. The outlook on the 'B+' corporate credit rating is stable. "The speculative grade ratings on B&G Foods reflect the company's participation in the highly competitive, although somewhat recession resistant, packaged foods industry," said Standard & Poor's credit analyst Christopher Johnson. Additional rating factors include the company's history of debt financed acquisitions, as well as its generally favorable operating margins. Ratings List B&G Foods Corporate credit rating B+/Stable/-- New Rating $350 mil. sr unsecd nts due 2018 B+ Recovery rating 4 BALLY TOTAL: Names Steven Barnhart as Senior VP and CFO ------------------------------------------------------- Chicago Tribune reports that Bally Total Fitness appointed Steven Barnhart, a former executive at Orbitz Worldwide, as its senior vice president and chief financial officer to oversee the Company's financial functions as well as its IT department. Mr. Barnhart succeeds Bill Fanelli, who served as the Company's interim CFO since June. About Bally Total Fitness Bally Total Fitness operates nearly 300 fitness centers across the United States. With more than 3 million active members and over 30 years of experience, Bally is among the most popular health club brands in America. The professionals at Bally Total Fitness help motivate members to improve their physical health and reach their personal fitness goals with many affordable membership choices -- including options with no long-term commitment. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. The Bankruptcy Court confirmed the Company's Chapter 11 plan and the Company emerged from bankruptcy October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. The Plan was confirmed August 19, 2009, and the Company emerged from bankruptcy September 1, 2009. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BENTLEY ENERGY: $6.6 Million Loan Default Prompts Ch. 11 Filing --------------------------------------------------------------- Patrick Danner at San Antonio Express-News reports that Bentley Energy Corp., along with its affiliate, Sonterra Energy Corp., filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in San Antonio, Texas, after it defaulted on a $6.6 million loan from Western National Bank. Bentley Energy, dba Lone Star Propane Co., said it wants to use cash collateral to purchase propane and deliver it to its customers to avoid immediate harm to the estate. The Company listed assets and liabilities of between $1 million and $10 million in its petition. The Company owes $146,835 to Enterprise Product of Dallas; $18,345, Marshall Propane of San Antonio; and $17,536, Valero Marketing & Supply Co. of Amarillo. Bentley Energy Corp. dba Lone Star Propane -- http://www.lonestarpropanecompany.com/-- provides propane services for residential and industrial customer in South Texas Area. Bentley Energy filed for Chapter 11 on Jan. 7, 2009 (Banrk. W.D. Tex. Case No. 10-50128). R. Glen Ayers, Jr., Esq., at Langley and Banack, Inc., represents the Debtors in their Chapter 11 effort. BLUE HERON PAPER: Taps Barran Liebman as Employment Counsel ----------------------------------------------------------- Blue Heron Paper Company has sought authorization from the U.S. Bankruptcy Court for the District of Oregon to employ Barran Liebman LLP as labor and employment counsel. Barran Liebman will advise the Debtor with respect to labor and employment matters. Barran Liebman will be paid based on the hourly rates of its personnel: Richard F. Liebman, Partner $410 Nelson D. Atkin, II, Partner $350 Karen O'Connor, Partner $300 Todd A. Hanchett, Partner $300 Jeffrey G. Robertson, Partner $360 The Debtor assures the Court that Barran Liebman 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. BOISE PAPER: S&P Keeps BB- Issue-Level Rating on $300MM Sr. Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on the $300 million senior unsecured notes of Boise Paper Holdings LLC and Boise Finance Co. (co-issuers) to '3' from '4'. The change reflects improved recovery prospects for the unsecured lenders following Boise Paper's recent $100 million voluntary prepayment made on its senior secured term loan B. The '3' recovery rating indicates S&P's expectation for meaningful (50%- 70%) recovery in the event of a payment default. At the same time, S&P affirmed the issue-level rating of 'BB-' (the same as the corporate credit rating) on the senior unsecured notes. The issue-level and recovery ratings on Boise Paper's senior secured first-lien credit facilities remain unchanged at 'BB+' and '1', respectively, indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. The 'BB-' corporate credit rating on Boise Paper reflects the company's participation in cyclical paper and packaging markets, moderate size, customer-concentration risk, and aggressive debt leverage. The ratings also incorporate the company's moderate product diversity and a growing value-added product mix. Boise is the third-largest producer of uncoated freesheet in North America. It also manufactures containerboard, corrugated products, and newsprint. Ratings List Boise Paper Holdings LLC Corporate Credit Rating BB-/Stable/-- Ratings Affirmed; Recovery Ratings Revised Boise Paper Holdings LLC & Boise Finance Co. (co-issuers) To From -- ---- $300 mil snr unsec notes due 2017 BB- BB- Recovery rating 3 4 BROADWAY MASS ASSOCIATES: Case Summary & Creditors List ------------------------------------------------------- Debtor: Broadway 401 LLC 80 Broad Street New York, NY 10004 Bankruptcy Case No.: 10-10070 Debtor-affiliate filing separate Chapter 11 petitions: Entity Case No. ------ -------- Broadway Mass Associates LLC 10-10071 Broadway Mass TIC I LLC 10-10072 Broadway 425 Massachusetts Ave Mezz TIC LLC 10-_____ Broadway 425 Massachusetts Ave Mezz LLC 10-_____ Broadway 401 Massachusetts Ave Mezz 10-_____ Broadway Mezz 401 LLC 10-_____ Broadway Mass Mezz 10-_____ Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Kevin J. Carey About the Business: 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." Debtors' Counsel: Jamie Lynne Edmonson, Esq. Bayard PA 222 Delaware Avenue Wilmington, DE 19801 Tel: (302) 429-4234 Fax: (302) 658-6395 Email: jedmonson@bayardlaw.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/deb10-10070.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ iStar Financial Inc. Principal and $37,514,136 1114 Ave. of the Americas interest under 27th Fl. the Mezzanine New York, NY 100136 Loan Agreement dated December 15, 2006 Aon Risk Services Insurance $50,000 Broadway Management Messenger & Travel $8,750 Co. Inc. Broadway Management Messenger & Travel $494,034 Co. Inc. 80 Broad Street New York, NY 10004 Broadway Mass Development Management Fee $800,000 LLC 80 Broad Street New York, NY 10004 Carmel & Carmel Legal Services $6,719 CSC Registration Fees $12,030 Fahrenheit LLC Construction Costs $10,679 GHA Condiminium Condo Management $31,869 Greenstein Delorme Legal Services $122,004 Jemal's Douglas Stereo Rent $24,058 c/o Adams National Bank Leshkowitz & Co. Accounting Services $25,055 Wayne Lopkin Legal Services $2,863 McWilliams Ballard Broker Services $52,958 Merrick Towle Advertising $33,018 Communications Morrison Cohen LLP Legal Services $14,025 Pillsbury Winthrop Shaw Legal Services $11,793 Snider & Weinstein Legal Services $13,759 Sugarplum Tent Company Marketing $5,161 Washington Post Advertising $47,946 The petition was signed by David Weldler, manager of the Company. BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service revised Brocade's corporate family rating outlook to positive from stable and affirmed Brocade's Ba3 corporate family rating. Moody's also rated the company's proposed senior secured notes (approximately $600 million in total) Ba2, the same as the existing senior secured credit term and revolving credit facilities and revised its liquidity rating to SGL-1 from SGL-2. The positive outlook reflects the success the company has achieved in integrating the Foundry acquisition, the relative stability of the combined business during the economic downturn and the improved liquidity resulting from the new notes and recent credit facility amendment. Despite the downturn Moody's estimates that the combined Brocade's revenues declined only 3-4% on an organic basis for the fiscal year ended October 31, 2009. The strong performance was driven by the continued demand for storage area networking (SAN) and data networking equipment and the strength of Brocade's product lineup, particularly its 8G SAN equipment. Brocade's SAN market share increased to over 70% in fiscal 2009 due to their first-to-market 8G offering. While Cisco could make inroads as its own 8G and FCoE offerings gain traction, particularly if its EMC alliance proves successful, Brocade has again demonstrated its ability to introduce market leading technology ahead of its primary competitors. The positive outlook reflects the expectation that strong demand will continue for Brocade's products and that leverage will decline to the mid 2's over the next year (from 3.7x as of 10/31/09 using Moody's adjusted figures). The outlook also reflects the expected completion of Brocade's office campus in mid-2010 and the significant increase in cash flow that will result as lease expense and capital expenditures are reduced dramatically. The Ba3 corporate family rating largely reflects the debt financing associated with the Foundry acquisition and the evolving nature of the networking industry. The ratings are supported by Brocade's leadership position within storage area networking and Foundry's niche position within the broader data networking market as well as the strong cash generating capabilities of the combined entity. While near term prospects for both businesses are relatively good, the long term ability to develop a converged product portfolio and maintain market share is less certain particularly as the storage area networking market evolves. The SGL-1 speculative grade liquidity rating reflects the company's strong liquidity post the new note offering and recently completed credit facility amendment. The note offering refinances the $172 million McData note that matures in February 2010 and the credit facility amendment increases headroom under the company's financial covenants. The company had $334 million of cash as of 10/31/09 FYE and will likely have modest amounts of additional funds as a result of the refinancing. These ratings were affirmed: * Corporate family rating, Ba3 * Probability of default rating, Ba3 * Senior secured credit facilities, Ba2, LGD3 (46%) This rating was assigned pending close: * Approximately $600 million senior secured notes (multiple maturities), Ba2, LGD3 (46%) The notes were rated using Moody's Loss Given Default Methodology. Although the company no longer has junior debt below the secured debt to provide support and up-notching above the corporate family rating, the absolute level of secured debt is less than when the facilities were put in place, asset values have improved and the company is more strongly positioned within the Ba3 CFR category. The last rating action for Brocade was April 14, 2009, when Moody's revised Brocade's liquidity rating to SGL-2 reflecting the February McData note maturity and affirmed the Ba3 CFR. Brocade is a provider of storage area and data networking equipment. Pro forma for the Foundry acquisition, Brocade's trailing twelve month revenue was approximately $2.0 billion. The company is headquartered in San Jose, California. BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Buddy Quitorio Nida Quitorio 5640 Silver Bear Way Las Vegas, NV 89118 Bankruptcy Case No.: 10-10245 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtors' Counsel: Charles T. Wright, Esq. Piet & Wright 3130 S. Rainbow Blvd., Ste. 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 Email: todd.wright@pietwright.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,963,273 and total debts of $2,231,426. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-10245.pdf The petition was signed by the Joint Debtors. BURTON CREEK: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Burton Creek Investments, LLC 2593 W. Roosevelt Blvd. P.O. Box 748 Monroe, NC 28111 Bankruptcy Case No.: 09-33587 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: R. Keith Johnson, Esq. 1275 South Hwy 16 Stanley, NC 28164 Tel: (704) 827-4200 Fax: (704) 827-4477 Email: rkjpa@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including a list of its 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ncwb09-33587.pdf The petition was signed by C. Mark Tyson, member of the Company. CANOPY FINANCIAL: To Auction Assets on Jan. 26 Despite Conversion ----------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that although the reorganization of Canopy Financial Inc. was converted to a Chapter 7 liquidation at the end of the year, the bankruptcy judge in Chicago nonetheless ratified sale procedures proposed beforehand by the Company. Competing bids are due Jan. 21, preceding a Jan. 26 auction and a Jan. 27 hearing for approval of the sale. The first bid of $6.1 million will come from TriZetto Group Inc. Chicago-based Canopy Financial is a provider of financial processing services for the health-care industry. It filed for Chapter 11 on November 25 (Bankr. N.D. Ill. Case No. 09-44943). The petition says assets are less than $10 million while debt exceeds $50 million. CAPITAL GROWTH: Patrick Hanlin Steps Down as Board Member --------------------------------------------------------- According to a regulatory filing, R. Patrick Hanlin resigned as a member of the Board of Directors of Capital Growth Systems Inc. Mr. Hanlin was a member of the Board's compensation committee. His resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Company said it is working diligently to identify a suitable individual to fill the Board seat vacated by Mr. Hanlin. Going Concern At September 30, 2009, the Company had total assets of $50,008,000 against total liabilities of $81,513,000, resulting in shareholders' deficit of $31,505,000. At December 31, 2009, the Company had shareholders' deficit of $1,797,000. The Company said its net working capital deficiency, recurring operating losses, and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. However, the successful delivery on major customer contracts entered into since mid-2008 and continued success in closing these types of contracts are expected to move the Company into profitability. In addition to those new contracts, Management believes that the inclusion of VDUL's business and cash flows will have a positive impact on future results. At the same time, expenses are managed closely and lower-cost outsource opportunities are given case-by-case consideration. Notwithstanding, the Company continues to find support among its shareholders and other investors, as evidenced by the $5.6 million and $35.8 million financing completed in 2009 and 2008. This capital was used to fund the VDUL acquisition, to strengthen its core logistics business model, and to support existing operations. About Capital Growth Capital Growth Systems, Inc., and its subsidiaries operate in one reportable segment as a single source telecom logistics provider in North America and the European Union. The Company helps customers improve efficiency, reduce cost, and simplify operations of their complex global networks -- with a particular focus on access networks. CHAMPION PARTS: PBGC Assumes Four Underfunded Pension Plans ----------------------------------------------------------- The Pension Benefit Guaranty Corporation assumed responsibility for four underfunded pension plans covering nearly 1,800 former workers and retirees of Champion Parts Inc., a maker of automotive fuel and cooling system components based in Hope, Ark. The PBGC stepped in because the pension plans failed to meet minimum funding requirements and would be abandoned after the company liquidates all of its assets in bankruptcy, leaving no entity to finance and administer the plans. Retirees under the plans will continue to receive their monthly benefit checks without interruption, and other workers will receive their pensions when they are eligible to retire. Together, the Champion Parts Inc. Northeast Rebuilder Employees Retirement Plan; Hope, Ark. Pension Plan; Ft. Worth, Tex. Pension Plan; and Fresno, Calif. Pension Plan are 66% funded, with assets of $9.3 million to cover $14.0 million in benefit liabilities, according to PBGC estimates. The agency expects to be responsible for $4.6 million of the $4.7 million total shortfall. The PBGC will use the plans' assets plus insurance funds to pay guaranteed benefits earned under the plans, which ended on January 25, 2008, when Champion Parts began chapter 7 bankruptcy liquidation proceedings. The Northeast Rebuilder and Hope, Ark. plans were frozen as of April 15, 2002, and May 27, 2007, respectively. Within the next several weeks, the PBGC will send notification letters to all participants in the plans. 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 Champion Parts plans are subject to the limits in effect on October 10, 2007, when the company filed for bankruptcy protection. The maximum guaranteed amount is $49,500 a year for a 65 year-old. The 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.govor 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. Champion Parts 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 plans' unfunded liabilities will have no significant effect on the PBGC's financial statements because the claim was previously included in the agency's fiscal year 2009 financial statements, in accordance with generally accepted accounting principles. PBGC is a federal corporation created under the Employee Retirement Income Security Act of 1974. It currently guarantees payment of basic pension benefits earned by 44 million American workers and retirees participating in over 29,000 private-sector defined benefit pension plans. The agency receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by investment returns. About Champion Parts Based in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ) -- http://www.championparts.net/-- remanufactures fuel system components, air conditioning compressors, front wheel drive assemblies, and other underhood electrical and mechanical products for the passenger car and light truck, agricultural, heavy-duty truck and marine parts aftermarket. The company filed for chapter 11 bankruptcy protection on Oct. 10, 2007 (Bankr. W.D. Ark. Case No. 07-73253). James F. Dowden, Esq., serves as legal counsel to the Debtor. When the Debtor filed for bankruptcy, it listed total assets of $26,389,000 and total debts of $25,251,000. The Court converted Champion Parts Inc.'s Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding on Jan. 25, 2008. CHRISTOPHER FORRY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Joint Debtors: Christopher J. Forry Tensie Erdmann Forry 4118 SW 195 Terr Hollywood, FL 33029 Bankruptcy Case No.: 10-10412 Chapter 11 Petition Date: January 9, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B Ray Debtors' Counsel: Douglas J. Snyder, Esq. 7901 SW 67th Ave # 206 South Miami, FL 33143 Tel: (305) 663-0740 Email: djspa@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb10-10412.pdf The petition was signed by the Joint Debtors. CIRCUIT CITY: WARN Claims to Be Tackled in Bankruptcy ----------------------------------------------------- Law360 reports that a bankruptcy judge has ruled that Circuit City Stores Inc. employees alleging violations of the Worker Adjustment and Retraining Notification Act should have their claims adjudicated through the claims administration process. Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08- 35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CITIGROUP INC: Discloses Holding 10.8% Stake in Grupo Radio Centro ------------------------------------------------------------------ Impulsora de Fondos Banamex, S.A. de C.V.; Acciones y Valores Banamex, S.A. de C.V.; Grupo Financiero Banamex, S.A. de C.V.; Citicorp (Mexico) Holdings LLC; and Citigroup Inc. disclose holding 17,491,200 shares or roughly 10.8% of the common stock of Grupo Radio Centro, S.A.B. de C.V. as of December 31, 2009. IFB, AVB and GFB are chartered in Mexico City, Mexico. About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITIGROUP INC: Discloses 9.9% Equity Stake in Wuhan (China) ----------------------------------------------------------- Citigroup Alternative Investments LLC; Citigroup Investments Inc.; and Citigroup Inc. disclose holding 2,701,924 shares or roughly 9.9% of the common stock of Wuhan General Group (China), Inc., as of December 31, 2009. 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: To Issue SanDisk-Linked Securities ------------------------------------------------- Citigroup Inc. and Citigroup Funding Inc. filed with the Securities and Exchange Commission an offering summary in connection with their plan to issue Equity LinKed Securities ELKS(R) Based Upon the Common Stock of SanDisk Corporation Due July 13, 2010. A full-text copy of the Offering Summary is available at no charge at http://ResearchArchives.com/t/s?4d40 Citigroup also filed with the Commission an Offerings Brochure for January 2010. A full-text copy of the Brochure is available at no charge at http://ResearchArchives.com/t/s?4d3f About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITY OF SACRAMENTO: Moody's Downgrades Bonds to 'Ba3' From Aaa -------------------------------------------------------------- Moody's has downgraded from Aaa to Ba3 the City of Sacramento Housing Authority Multifamily Housing Revenue Bonds (Countrywood Village Apartments), series 2000F-T and removed it from Watchlist, following a review of cash flow sufficiency for the life of the bonds assuming a 0% reinvestment rate. This action affects $2.2 million in debt. The bonds are secured by a mortgage that is guaranteed by a Fannie Mae Stand-by Credit Enhancement Instrument and were structured without a Guaranteed Investment Contract that assures a fixed rate of return on invested cash, subjecting the transaction to interest rate risk on retained revenues. As a result, revenue from the monthly mortgage receipts, interest earned on those receipts from money market funds or other short- term investments and monthly mortgage payments need to be sufficient to support debt service on the bonds. Assuming no reinvestment earnings on the monthly mortgage receipts, the projected mortgage revenue would not provide coverage of debt service consistent with a Aaa rating. Based on information Moody's have received, Moody's believe that these shortfalls are primarily due to the payment of certain fees from the revenue fund that were not provided for under the indenture. Also contributing to the shortfall are the very low investments earnings over the past few years. Moody's have been advised that to date, shortfalls in the revenue fund have been made up by the borrower. The last rating action with respect to the Series 2000F-T bonds was on September 25, 2009, when the bonds were placed on Watchlist for Possible Downgrade. CMS ENERGY: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to CMS Energy Corp.'s (Issuer Default Rating 'BB+') $300 million 6.25% senior unsecured notes, due 2020. Proceeds from the sale will be used for general corporate purposes, which may include the retirement of existing indebtedness. The Rating Outlook for CMS is Stable. The ratings for CMS take into account the stable cash flows of its regulated electric and gas utility, Consumers Energy Co. ('BBB-' with a Stable Outlook by Fitch). Consumers benefits from solid credit protection measures, stable operating performance and a constructive regulatory environment in Michigan, as evidenced by the utility's November 2009 rate order. CMS is highly dependent on Consumers' cash distributions to service parent debt obligations and pay common dividends. CMS' coverage metrics are consistent with guidelines for the 'BB+' category. For the 12- month period ended Sept. 30, 2009, CMS' ratios of on-going EBTIDA to interest and funds from operations interest coverage were 3.2 times and 3.4x, respectively. Leverage, as measured by debt to LTM EBITDA, was moderately high at 5.2x as of Sept. 30, 2009 and could be pressured by the timing and amount of cost recovery of significant capital spending over the next several years. Consolidated liquidity is sufficient to meet funding requirements. Consolidated liquidity was $980 million, including $797 million of availability under secured credit facilities, and $183 million in cash and cash equivalents as of Sept. 30, 2009. Near-term bank line maturities include Consumers' $250 million accounts receivable program, expiring in February 2010, and its $150 million secured revolver, expiring in August 2010. Fitch expects Consumers to renew these facilities. Fitch also notes that CMS' $550 million revolver expires April 2012 and Consumers' $500 million revolver expires March 2012. Rating concerns facing CMS and Consumers relate to sales weakness because of the still struggling economy in Michigan, challenges to control operating and maintenance expenses, and risks associated with the substantial capital investment program. While the state's unemployment rate modestly improved to 14.9% in November 2009, compared with 15.3% in September 2009, it is still the highest in the nation and well above the average of 10%. CMS management expects a moderate turnaround in 2010 with flat electric sales growth (versus a 4.4% decline in 2009) as a result of the addition of new 'green' industrial and commercial facilities, a resumption in manufacturing capacity at General Motors, and a broader market recovery within the state. Consumers plans to spend $6.3 billion between 2009 and 2013 on base capital investments, including maintenance capital expenditures and environmental upgrades, and a new balanced energy initiative, which includes a plan for construction of a 830 MW clean coal plant to replace older capacity and for compliance purposes, renewables investments to meet the 10% state standard by 2015 and automated metering infrastructure. Consumers will require external funding to execute its capital plan and Fitch's Stable Outlook assumes Consumers will not proceed with significant spending on the new coal plant construction starting in 2012 without a certificate of need and sufficient cost recovery assurance from the Michigan Public Service Commission and long- term commitments to sell the excess capacity. Fitch views Consumers' recent rate order as supportive of credit quality. The MPSC authorized a $139.4 million increase to retail electric rates and a 10.7% rate of return on equity. Major components of the rate case include costs associated with Clear Air Act compliance investments, higher operating and maintenance expense, and Consumers' AMI program. Favorably, the company received approval for a pilot decoupling mechanism that came into effect Dec. 1, 2009, and an uncollectible expense tracking mechanism that will allow rates to be adjusted to collect or refund 80% of the difference between the level of uncollectible expense included in rates and actual amounts. As part of the order, Consumers is also able to recover the majority of its pension expenses, which increased significantly in 2009 as a result of weak financial asset returns. CMS is a utility holding company whose primary subsidiary is Consumers, a regulated electric and gas utility serving more than 3.5 million customers in Michigan's Lower Peninsula. CMS also has operations in natural gas pipelines and independent power production. COATES INT'L: Hires Meyler & Company as Independent Auditor ----------------------------------------------------------- Coates International Ltd. engaged Meyler & Company LLC as its new independent auditor. The firm will replace Weiser LLP. The Company said the decision to dismiss Weiser LLP was approved by its audit committee. Going Concern The Company said it incurred net losses for the three and nine month periods ended September 30, 2009 and, except for the year ended December 31, 2008, has incurred recurring annual net losses since inception. As of September 30, 2009, the Company had a Stockholders' Deficiency of $299,000. At September 30, 2009, the Company had negative working capital of ($2,285,000), compared with negative working capital of ($34,000) at December 31, 2008. In addition, the current economic environment, which is characterized by tight credit markets, investor uncertainty about how to safely invest funds and low investor confidence, has introduced additional risk and difficulty in the Company's challenge to secure needed additional working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management has instituted a cost control program intended to cut variable costs to only those expenses that are necessary to complete its activities related to entering the production phase of its operations, develop additional commercially feasible applications of the CSRV technology, seek additional sources of working capital and cover the general and administrative expenses in support of such activities. The Company has been actively undertaking efforts to secure new sources of working capital. During the nine months ended September 30, 2009, the Company received $690,000 from research and development fees and received proceeds of approximately $676,000 from the sale of common stock and warrants. The Company continues to actively seek out new sources of working capital; however, there can be no assurance that it will be successful in these efforts. Weiser LLP, in New York, expressed substantial doubt about Coates International's ability to continue as a going concern after auditing the financial statements for year ended December 31, 2008. The auditing firm said that the Company continues to have negative cash flows from operations, recurring losses from operations in prior years, and has a stockholders' deficiency. About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. COMSTOCK HOMEBUILDING: Royce & Associates Discloses 8.24% Stake --------------------------------------------------------------- Royce & Associates, LLC, discloses holding 1,286,715 shares or roughly 8.24% of the common stock of Comstock Homebuilding Companies, Inc. Bankruptcy Warning At September 30, 2009, the Company had $94,526,000 in total assets against $91,950,000 in total liabilities. At September 30, 2009, the Company had $152,384,000 in accumulated deficit and shareholders' equity of $2,576,000. In its Form 10-Q filing with the Securities and Exchange Commission for the period ended September 30, 2009, Comstock disclosed that at September 30, 2009, the Company and its subsidiaries had $9.6 million of debt which had either already matured or have payment obligations during the remainder of 2009. Net of the debt related to the Wachovia and M&T Bank foreclosure agreements executed in the third quarter of 2009, the Company is the guarantor of $54.5 million of debt including that of subsidiaries. "As a result, any significant failure to negotiate renewals and extensions to its debt obligations would severely compromise the Company's liquidity and would jeopardize the Company's ability to satisfy its capital requirements. This inability to meet our capital requirements could result in our need to seek bankruptcy protections either for certain subsidiary entities or for Company as a whole," Comstock said. Comstock retained external consultants in the second quarter of 2008 to act as a financial advisor to the Company in exploring debt restructuring and alternatives for raising additional capital for the Company. In connection with the exploration of available debt restructuring alternatives, the Company then elected to cease making certain scheduled interest or principal curtailment payments while it attempted to negotiate modifications or other satisfactory resolutions with its lenders. During 2008 the Company reported several loan covenant violations and notices of default from several of its lenders. The violations and notices led to foreclosures of certain assets and have resulted in certain guarantee enforcement actions being initiated against the Company where no foreclosures have taken place. Many of the Company's loan facilities contain Material Adverse Effect clauses which, if invoked, could create an event of default under those loans. In the event certain of the Company's loans were deemed to be in default as a result of a Material Adverse Effect, the Company's ability to meet its cash flow and debt obligations would be compromised. During the fourth quarter of 2008 the Company discontinued its relationship with its external advisory consultants. The Company continued to negotiate with its lenders into 2009 and has continued to report debt restructurings as they occur. Strategic Realignment Plan Due to the extended nature of the economic conditions affecting the home building industry the Company, in early 2009, formulated and began implementing its Strategic Realignment Plan, a strategy for eliminating debt and settling obligations of the Company with the goal of refocusing the Company's operations on key projects in its core market of Washington, DC and Raleigh, NC while reaching amicable agreements with all of the Company's major creditors before year end 2009 to position the Company for improved operating results in 2010 and beyond. As of September 30, 2009, the company had successfully negotiated settlements with most of its secured lenders regarding a majority of the loans guaranteed by the Company and had reduced the outstanding balance of overall debt from $102.8 million at December 31, 2008, to $83.4 million at September 30, 2009. In most cases the Company was released from the obligations under each subject loan in return for its agreement not to contest the foreclosure of the real estate assets that it wished to dispose of and that secured each subject loan. In certain cases the Company provided the lender a non-interest bearing deficiency note in an amount equal to a small fraction of the original debt with a term of three years. Due to the time required to complete the requisite foreclosures on certain real estate assets, the foreclosure actions were not all complete at September 30, 2009 and will occur in future periods. Fifth Third Bank Forbearance On November 10, 2009, Comstock Homes of Raleigh, LLC, and Comstock Homebuilding Cos. entered into a Forbearance and Conditional Release Agreement with Fifth Third Bank, an Ohio banking corporation, with respect to the $1.3 million outstanding principal under the Borrower's secured Brookfield project loan. Under the terms of the Agreement, the Lender has released the Borrower from its obligations relating to the Loan contemporaneous with the execution by the Borrower of statutory foreclosure waivers allowing for the expeditious foreclosure of the single family building lots secured by the Loan. If the Lender successfully forecloses on the Collateral by February 28, 2010, subject to extension, the Lender shall receive a non-interest bearing unsecured deficiency note in the amount of $25,000 with a three-year term from the Company. The Deficiency Note shall be fully subordinate to the repayment of the secured lenders of the Company's subsidiaries. Should the Lender fail to foreclose on the Collateral on or before February 28, 2010, subject to extension, the Company will not be required to deliver the Deficiency Note but the release issued by the Lender will nevertheless remain effective upon its eventual foreclosure of the Collateral. About Comstock Homebuilding Established in 1985, Comstock Homebuilding Companies, Inc. (Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a publicly traded, diversified real estate development firm with a focus on a variety of for-sale residential products. The company currently actively markets its products under the Comstock Homes brand in the Washington, D.C. and Raleigh, N.C. metropolitan areas. CONNECTOR 2000: S&P Downgrades Long-Term Rating on Bonds to 'D' --------------------------------------------------------------- Standard & Poor's Ratings Services has lowered its long-term rating on Connector 2000 Association Inc., S.C.'s bonds to 'D' from 'C'. At the same time, Standard & Poor's removed the rating from CreditWatch with negative implications, where it was placed Nov. 19, 2009. "The downgrade reflects a default on the senior-lien bonds on the Jan. 1, 2010 payment date," said Standard & Poor's credit analyst Laura Macdonald. The association had $64.4 million of series 1998A senior current interest toll road revenue bonds and $165.4 million of series 1998B senior capital appreciation toll road revenue bonds outstanding. Standard & Poor's did not rate the $90.9 million of series 1998C subordinate capital appreciation toll road revenue bonds that also financed the project and also defaulted. The indenture provides for the bonds' repayment with revenues from the operation of the Greenville Southern Connector toll road which the association operates under a license agreement with the South Carolina Department of Transportation. However, Connector revenues have been less than originally forecast, and insufficient to pay the scheduled debt service on the bonds. This ultimately resulted in a default under the indenture's revenue covenant in January 2008, which is uncured and continuing. The debt service reserve fund has been tapped for debt service payment since fiscal 2003, but under the indenture's terms, it only became a default in 2008. Opened in March 2001, the Southern Connector is a 16-mile, four- lane start-up toll road in Greenville. The toll road provides the major east-west traffic flow in the southern part of the city. The association is a nonprofit corporation formed in 1996 to construct and operate the Southern Connector. The association has been working on a restructuring, either in or outside of a bankruptcy or other court proceeding. Although the bonds' debt service has been paid as scheduled through July 1, 2009, such payments came largely out of the debt service reserve fund. The fund has not been replenished and the trustee is reserving amounts therein pending a restructuring plan. Management, the trustee, and the state have been exploring restructuring the debt. Approximately $2.9 million is held in the senior debt service reserve fund. This is in addition to other trustee-held funds, including those in the revenue fund from Connector operations. COOPER TIRE: Moody's Raises Corporate Family Rating to 'B2' ----------------------------------------------------------- Moody's Investors Service raised Cooper Tire & Rubber Company's Corporate Family and Probability of Default Ratings to B2 from B3. In a related action the ratings of the company's unsecured notes also were raised to B3 from Caa1. The company's Speculative Grade Liquidity Rating was affirmed at SGL-3. The rating outlook is stable. The B2 Corporate Family Rating reflects the improvement in Cooper Tire's credit metrics over the 2nd and 3rd quarters of FY 2009 combined with Moody's belief that despite ongoing industry challenges the company should demonstrate credit metrics supportive of the assigned ratings over the intermediate-term. The company's recent performance has shown the benefits of restructuring and pricing actions taken earlier in 2009. Cooper Tire's operating performance should benefit from expected increased replacement tire demand as vehicle miles driven in the U.S. has begun showing signs of bottoming out. However, Moody's expects industry head-winds to include the risk of an inability of continuing to implement pricing actions sufficient to offset rising raw material costs, the potential for increased competitive pricing if economic conditions soften consumer demand, and pricing pressure in non-domestic regions from redirected Asian production due to higher domestic tariffs. The stable outlook incorporates Moody's belief that while the benefits of stabilizing replacement tire demand may be challenged by the factors mentioned above, Cooper Tire's resulting credit metrics are not expected to deteriorate below levels supportive of the assigned ratings. The stable outlook also considers the company's still adequate liquidity position following the repayment of about $97 million of unsecured debt in December 2009. Cooper Tire's recent performance has offset weaker operating results in late 2008 and early 2009 resulting in LTM EBIT/interest expense (including Moody's standard adjustments) as of September 30, 2009, of about 1.1x. Cooper Tire's Speculative Grade Liquidity rating of SGL-3 indicates an expectation of adequate liquidity levels over the over the next twelve months. At September 30, 2009, the company had approximately $410 million of cash and cash equivalents. Following the repayment of the remaining $97 million of 7.75% unsecured notes in December, the company is expected to have ample cash entering into fiscal 2010 to cover corporate needs despite Moody's expectations of limited free cash flow genteration. Free cash flow in 2010 will be challenged by increasing raw material costs, increasing capital reinvestment and the expected $17.9 million put option related to the company's partners at Cooper Chengshan Tire. Short-term debt related to the Cooper- Tire's Asian joint venture operations is largely expected to be refinanced locally. As of September 30, 2009, Cooper Tire had borrowing capacity of $211 million under the combined $200 million asset based revolving credit and $125 million accounts receivable securitization facilities. The asset based revolving credit matures in November 2012. However, the accounts receivable securitization facility matures in September 2010 and is removed from Moody's liquidity consideration. There are no financial covenants under the company's asset based revolving credit facility. Cooper Tire also has some ability to develop incremental alternate liquidity under the lien baskets of its unsecured notes. Ratings raised: * Corporate Family Rating, to B2 from B3; * Probability of Default, to B2 from B3; * Senior unsecured Notes, to B3 (LGD4, 64%) from Caa1 (LGD4, 63%); * Shelf filing for unsecured notes, (P) B3 (LGD4, 64%) from (P) Caa1 (LGD4, 63%); * Shelf filing for preferred stock, (P) Caa1 (LGD6 97%) from (P) Caa2 (LGD6 97%) Ratings affirmed: * Speculative Grade Liquidity Rating, at SGL-3; * Cooper Tire's revolving credit facility is not rated. The last rating action was on June 10, 2009, when the Corporate Family Rating was confirmed at B3. Cooper Tire & Rubber Company, headquartered in Findlay, OH, is the fourth largest tire manufacturer in North America and is focused on replacement markets for passenger cars and light and medium duty trucks. Revenues in FY 2008 were approximately $2.9 billion. COREL CORP: Gets Delisting Notice from Nasdaq Stock Market ---------------------------------------------------------- Corel Corporation said received a notice from The Nasdaq Stock Market that the Company no longer maintains the minimum number of publicly held shares required by Listing Rule 5450(b)(1)(B) for continued listing. The Company said intends to terminate registration under the applicable U.S. securities laws and to delist its shares on both NASDAQ and the TSX promptly following the special meeting of shareholders to be held on Jan. 26, 2010. About Corel Corp. Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is one of the world's top software companies with more than 100 million active users in over 75 countries. The Company provides high quality, affordable and easy-to-use Graphics and Productivity and Digital Media software. The Company's products are sold through a scalable distribution platform comprised of Original Equipment Manufacturers (OEMs), the Company's global e-Stores, and the Company's international network of resellers and retail vendors. The Company's product portfolio includes CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and WinZip(R). The Company's global headquarters are in Ottawa, Canada, with major offices in the United States, United Kingdom, Germany, China, Taiwan, and Japan. At August 31, 2009, the Company had $189.7 million in total assets against $199.7 million in total liabilities, resulting in $10.0 million in shareholders' deficit. Corel's working capital deficiency at August 31, 2009, was $10.5 million, an increase of $7.7 million from the November 30, 2008, working capital deficiency of $2.8 million. * * * As reported by the Troubled Company Reporter on November 3, 2009, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on Ottawa-based packaged software provider Corel Corp. to 'B-' from 'B'. S&P also lowered the issue-level rating on the company's senior secured credit facility by one notch to 'B-' from 'B'. The '3' recovery rating on the debt is unchanged. COREL CORP: To Reduce Global Workforce by 20% --------------------------------------------- Corel Corporation said it is reducing its global workforce by approximately 20% worldwide. The Company is taking these actions to appropriately align its cost structure with its fiscal year 2010 operating plan while providing additional flexibility to fund investments in new product development. "For 25 years, Corel has demonstrated an ability to adapt and evolve in order to meet new consumer demands and an ever changing competitive landscape," said Kris Hagerman, Corel CEO. "In building our operating plan for 2010, we are aligning our cost structure so that we have the financial flexibility to continue to innovate and deliver new products to the market, drive broad awareness of our products and global brand, and ensure we are making the best use of our global teams and resources." About Corel Corp. Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is one of the world's top software companies with more than 100 million active users in over 75 countries. The Company provides high quality, affordable and easy-to-use Graphics and Productivity and Digital Media software. The Company's products are sold through a scalable distribution platform comprised of Original Equipment Manufacturers (OEMs), the Company's global e-Stores, and the Company's international network of resellers and retail vendors. The Company's product portfolio includes CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and WinZip(R). The Company's global headquarters are in Ottawa, Canada, with major offices in the United States, United Kingdom, Germany, China, Taiwan, and Japan. At August 31, 2009, the Company had $189.7 million in total assets against $199.7 million in total liabilities, resulting in $10.0 million in shareholders' deficit. Corel's working capital deficiency at August 31, 2009, was $10.5 million, an increase of $7.7 million from the November 30, 2008, working capital deficiency of $2.8 million. * * * As reported by the Troubled Company Reporter on November 3, 2009, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on Ottawa-based packaged software provider Corel Corp. to 'B-' from 'B'. S&P also lowered the issue-level rating on the company's senior secured credit facility by one notch to 'B-' from 'B'. The '3' recovery rating on the debt is unchanged. CORNER HOME CARE: Case Summary & 20 Largest Unsec. Creditors ------------------------------------------------------------ Debtor: Corner Home Care, Inc. dba The Pharmacy Corner fdba Optioncare fdba Western Kentucky IV Services 108 E. Washington Street Princeton, KY 42445 Bankruptcy Case No.: 09-51451 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Western District of Kentucky (Paducah) Debtor's Counsel: Todd A. Farmer, Esq. Stout, Farmer & King, PLLC 329 N. 5th Street PO Box 7766 Paducah, KY 42002-7766 Tel: (270) 443-4431 Fax: (270) 443-4631 Email: todd@sfk-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,906,667 and total debts of $6,355,137. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/kywb09-51451.pdf The petition was signed by James Knauff, president of the Company. CRYSTAL LLC: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Crystal LLC 0 Empire Drive Lake Forest, CA 92630 Bankruptcy Case No.: 10-10294 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Anthony J. Rothman, Esq. 1901 Avenue of the Stars 2nd Fl Los Angeles, CA 90067 Tel: (310) 461-1395 Fax: (310) 461-1517 Email: anthony@arothmanlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $6,000,000, and total debts of $5,576,738. A full-text copy of the Debtor's petition, including a list of its 3 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10294.pdf The petition was signed by John J. Sempre, manager of the Company. CUBIC ENERGY: Granted Listing Compliance Extension by NYSE Amex --------------------------------------------------------------- Cubic Energy, Inc., announced that on January 8, 2010, it received notice from the NYSE Amex LLC that the Exchange has granted the Company a further extension of time, through March 31, 2010, to evidence full compliance with the Exchange's continued listing standards. As previously disclosed on June 29, 2009 and September 17, 2009, the Exchange previously notified Cubic that it believed the Company was not in compliance with Section 1003(a)(iv) of the Exchange's Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that is appears questionable, in the opinion of the Exchange, as to whether such company will be able to continue operations and/or meet its obligations as they mature. The Company thereafter submitted its plan to strengthen its financial condition and evidence compliance with Section 1003(a)(iv) for the Exchange's review. Based on the Exchange accepted plan, Cubic was granted an extension by the Exchange, through December 28, 2009. In granting the extension from December 28, 2009 to March 31, 2010, the Exchange indicated that the Company has made a reasonable demonstration of its ability to regain compliance with Section 1003(a)(iv) by March 31, 2010. In that regard, and as previously disclosed within the last 60 days, the Company entered into certain transactions, pursuant to which the Company acquired $30,952,810 in pre-paid drilling credits applicable towards the development of its Haynesville Shale rights in Northwest Louisiana, and also entered into a Second Amendment to its Credit Agreement with Wells Fargo Energy Capital, which served to increase the Company's revolving credit line and borrowing base and extended to long-term status a term note already in place. The Company continues to execute the Exchange's accepted plan that advances the Company towards full compliance, and continues to work in conjunction with the Exchange in this regard. The Company will continue to be subject to periodic reviews by the Exchange during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the Exchange. Cubic Energy, Inc. -- http://www.cubicenergyinc.com/-- is an independent company engaged in the development and production of, and exploration for, crude oil and natural gas. The Company's oil and gas assets and activity are concentrated primarily in the Haynesville Shale Play located in Northwest Louisiana. DAVID HERRICK: Updated Chapter 11 Case Summary ---------------------------------------------- Debtor: David P. Herrick 2132 Allendale Rd, Montgomery, AL 36111 Bankruptcy Case No.: 09-15977 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Southern District of Alabama (Selma) Judge: Patricia C Williams Debtor's Counsel: James L. Day, Esq. Von G. Memory, P.A. P.O. Box 4054 Montgomery, AL 36103-4054 Tel: (334) 834-8000 Fax: (334) 834-8001 Email: jlday@memorylegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alsb09-15977.pdf The petition was signed by Mr. Herrick. DAVID SALES: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: David C. Sales dba South Coast Spine Center 26841 Calle Hermosa, #B Capistrano Beach, CA 92624 Bankruptcy Case No.: 10-10240 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Robert N. Kwan Debtor's Counsel: Michael G. Spector, Esq. Law Offices of Michael G. Spector 2677 N Main St Ste 800 Santa Ana, CA 92705 Tel: (714) 835-3130 Fax: (714)558-7435 Email: mgspector@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Sales's petition, including a list of his 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10240.pdf The petition was signed by Mr. Sales. DON FARR MOVING : Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Don Farr Moving & Storage Company 4920 Buttermilk Hollow Road West Mifflin, PA 15122 Bankruptcy Case No.: 10-20114 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Western District Of Pennsylvania (Pittsburgh) Debtor's Counsel: Donald R. Calaiaro, Esq. Calaiaro & Corbett, P.C. Grant Building, Suite 1105 310 Grant Street Pittsburgh, PA 15219-2230 Tel: (412) 232-0930 Fax: (412) 232-3858 Email: dcalaiaro@calaiarocorbett.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by David Fix, president of the company. ELECTRONIC SENSOR: Halfmoon Bay Agrees to Defer Interest Payment ---------------------------------------------------------------- Halfmoon Bay Capital Ltd. on January 4, 2010, agreed to defer a $90,000 interest payment owed to Halfmoon Bay by Electronic Sensor Technology, Inc., on December 31, 2009, under the terms of a 9% convertible debenture issued by Electronic Sensor to Halfmoon Bay on March 28, 2008. Halfmoon Bay agreed to defer the interest payment until March 31, 2010. All other terms and conditions of the 9% convertible debenture remain unchanged. Halfmoon Bay currently owns approximately 53% of the outstanding common stock of Electronic Sensor and beneficially owns an additional 9% of the outstanding common stock of Electronic Sensor by virtue of the shares underlying the 9% convertible debenture. Two designees of Halfmoon Bay also serve as directors of Electronic Sensor. On April 10, 2009, Electronic Sensor received $1 million from Halfmoon Bay in exchange for a debenture bearing an interest rate of 9% with a maturity of one year. At September 30, 2009, Electronic Sensor had $1,126,912 in total assets against $3,472,184 in total liabilities, resulting in $2,345,272 in stockholders' deficit. Electronic Sensor Technology, Inc., develops and manufactures electronic devices used for vapor analysis. It markets its products primarily to government agencies, higher education institutions, and multi-national corporations. The company sells its products directly to domestic customers who are end-users and, sells internationally to distributors who, in turn, sell to end- users. Distributors are used for their capability to provide local after-sales support to end-users. EMISPHERE TECHNOLOGIES: BAM Funds Disclose 3.09% Equity Stake ------------------------------------------------------------- BAM Opportunity Fund SPV, LLC -- SPV; BAM Opportunity Fund, L.P. -- Partnership; BAM Capital, LLC, the general partner of the Partnership; BAM Management, LLC, which serves as the investment manager to the Partnership and the manager to the SPV; Hal Mintz who serves as a managing member of both the General Partner and the Investment Manager; and Ross Berman who serves as a managing member of both the General Partner and the Investment Manager, disclose holding in the aggregate 1,342,857 shares or 3.09% of the common stock of Emisphere Technologies, Inc. As of January 8, 2010, the SPV held warrants to purchase 1,342,857 shares of Common Stock and therefore beneficially owned 1,342,857 shares of Common Stock. Beneficial ownership of the Common Stock was transferred to the SPV by the Partnership on December 31, 2009, and accordingly, the Partnership and the General Partner no longer have beneficial ownership of the Common Stock. The percentages are calculated based upon 42,070,401 shares of Common Stock issued and outstanding as of November 2, 2009, as reported on the Company's 10-Q filed with the Securities and Exchange Commission on November 9, 2009, plus shares issuable upon exercise of the Warrants. Bankruptcy Warning/Going Concern At September 30, 2009, the Company's consolidated balance sheets showed $9.2 million in total assets and $49.7 million in total liabilities, resulting in a $40.5 million shareholders' deficit. At September 30, 2009, Emisphere reported cash and restricted cash of $7.2 million, compared to $1.5 million at June 30, 2009. In December, Emisphere said Novartis Pharma AG has agreed to extend the maturity date of Emisphere's Convertible Promissory Note to February 26, 2010. The $10 million original principal amount Note, plus interest accrued to date, was originally issued to Novartis on December 1, 2004, in connection with the Research Collaboration and Option License Agreement between the parties of that date and was originally due on December 1, 2009. In its quarterly report for the period ended September 30, 2009, the Company disclosed approximately $12.5 million was due as payment of the Novartis Note on December 1, 2009. The Company had said assuming it would be able to satisfy its obligation under the Novartis Note by some means other than the use of its existing capital resources, it anticipates its existing cash resources would enable it to continue operations only through approximately February 2010. The Company had warned it could be forced into bankruptcy had it been declared in default under the Novartis Note. Further, the Company has significant future commitments and obligations. The Company said these conditions raise substantial doubt about its ability to continue as a going concern. Consequently, the audit opinion issued by the Company's independent registered public accounting firm relating to the Company's financial statements for the year ended December 31, 2008, contained a going concern explanatory paragraph. About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. EMPIRE RESORTS: Sues Former CEO for Revealing Classified Info ------------------------------------------------------------- Empire Resorts, Inc., on January 7, 2010, filed a complaint against Joseph E. Bernstein, its former Chief Executive Officer, in the United States District Court for the Southern District of New York. In the complaint, the Company is seeking injunctive relief, unspecified monetary damages and a judgment declaring that Mr. Bernstein is bound by the non-competition restrictions in his employment agreement. Prior to the expiration of his employment agreement, Mr. Bernstein had made numerous financial demands on the Company. After the Company refused his demands, Mr. Bernstein issued a 17-page letter to the New York State Racing and Wagering Board making numerous accusations against the Company and certain of its directors, which the Company maintains are false and baseless. In the R&W Letter, Mr. Bernstein reveals the Company's confidential and proprietary information and discloses confidential attorney-client privileged communications. The Company intends to fully cooperate with the New York State Racing & Wagering Board with respect to any investigation into this matter. Empire Resorts' Board of Directors on December 24, 2009, appointed Joseph A. D'Amato, the Company's Chief Financial Officer, to replace Mr. Bernstein as Chief Executive Officer of the Company effective January 1, 2010. In the complaint, the Company seeks relief from Mr. Bernstein for his alleged: (i) breach of his employment agreement caused by his dissemination of the Company's confidential information in contravention of the terms of the employment agreement as a result of his widespread dissemination of the R&W Letter, (ii) breach of his fiduciary duties to the Company caused by his improper use of and dissemination of the R&W Letter, (iii) violation of his good faith and loyalty obligations to the Company as a result of, among other things, disclosing confidential information and attorney- client privileged information of the Company as a result of his dissemination of the R&W Letter, and (iv) tortious interference with prospective business relations caused by Mr. Bernstein's attempted interference with the Company's business relations with the St. Regis Mohawk Tribe. The Company is represented by: Jeffrey A. Udell, Esq. Lori Marks-Esterman, Esq. Peter M. Sartorius, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Tel: (212) 451-2300 A full-text copy of the complaint is available at no charge at: http://ResearchArchives.com/t/s?4d43 Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $51.3 million in total assets and $78.7 million in total current liabilities, resulting in a $27.4 million shareholders' deficit. The Company says its ability to continue as a going concern is dependent upon a determination that it did not have the obligation to repurchase its $65 million of 5-1/2% senior convertible notes on July 31, 2009, and/or its ability to arrange financing with other sources to fulfill its obligations under a loan agreement with The Park Avenue Bank of New York. The Company is continuing efforts to obtain financing, but there is no assurance that it will be successful in doing so. The Company believes these factors, as well as continuing net losses and negative cash flows from operating activities, raise substantial doubt about its ability to continue as a going concern. On November 9, 2009, Empire Resorts received a notice from The Bank of New York Mellon Corporation, as indenture trustee under that certain indenture, dated as of July 26, 2004, by and among the Company, the Trustee and certain guarantors named therein. The Notice asserted that an event of default has occurred and is continuing, which has not been waived, as a result of the Company's failure to pay the principal amount of the Company's 5-1/2% senior convertible notes, plus accrued and unpaid interest and liquidated damages, upon the purported timely exercise of certain put rights under the Indenture. About Empire Resorts Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/ -- owns and operates the Monticello Casino & Raceway, a harness racing track and casino located in Monticello, New York, and 90 miles from midtown Manhattan. EMRISE CORP: Receives NYSE Arca Non-Compliance Notice ----------------------------------------------------- Emrise Corporation announced that on January 5, 2010, the Company received a letter, from the staff of NYSE Arca, Inc. indicating that the Company's common stock price per share does not comply with the minimum $1.00 price required for continued listing by NYSE Arca Equities Rule 5.5(h)(4) because the price of the Company's common stock has been less than $1.00 since November 17, 2009, and on each of the 30 consecutive trading days immediately prior to the Notice. The Company is required to notify the NYSE Arca within 10 business days of receipt of the Notice of its intent to cure its compliance deficiency, including specific steps that the Company will undertake to cure such deficiency, or it will be subject to suspension and delisting procedures. On January 11, 2010, the Company submitted a Plan to the NYSE Arca. The Company's Plan discusses the fact that its lender, PEM Group, is currently in the hands of a US Federal Court appointed bankruptcy receiver at the request of the Securities and Exchange Commission as a result of fraud allegations brought by the Commission against the PEM Group and Danny Pang, its founder and principal. Specifically, the Company's Plan to achieve compliance with the NYSE Arca's continued listing standards within a maximum six-month period from the date of the Notice is predicated on it paying all outstanding obligations to its current lender through the sale of assets, in conjunction with which, the Company believes its stock price may recover above the $1.00 per share price level. The price condition will be deemed cured if the price exceeds $1.00 per share and the price remains above this level for at least 30 trading days within the six month cure period. If the NYSE Arca accepts the Company's request for the suspension of delisting, the Company's common stock will continue to be listed on the NYSE Arca while it implements the Plan. However, the Company's common stock will become subject to the trading symbol extension ".BC" to denote its non-compliance during the six-month cure period. In the event that a $1.00 price per share of Company common stock is not attained by the expiration of such six-month cure period, the NYSE Arca is expected to commence suspension and delisting procedures. There can be no assurance that the NYSE Arca will accept the Company's Plan and grant the suspension for the full six months, if at all, that the Company will be able to implement the Plan within the prescribed timeframe, or that implementation of the Plan will have a positive effect on our stock price in the prescribed time period. Upon receipt of the NYSE Arca's response to the Company's request for suspension of delisting, which was submitted by the Company to the NYSE Arca staff on January 11, 2010, the Company will file an additional 8-K and will issue another press release regarding the staff's response. About EMRISE Corporation EMRISE Corporation (NYSE Arca:ERI) -- http://www.emrise.com/-- designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets. EMRISE products perform key functions such as power supply and power conversion; radio frequency (RF) and microwave signal processing; and network access and timing and synchronization of communications networks. Primary growth driver applications for EMRISE products include the use of its RF devices in radio-controlled improvised explosive device (RCIED) jamming systems, and the use of its Network Timing and Synchronization products in edge networks. EMRISE serves customers in North America, Europe and Asia through operations in the United States, England and France. The Company has built a worldwide base of customers including a majority of the Fortune 100 in the U.S. that do business in markets served by EMRISE and many similar-size companies in Europe and Asia. EMERSON OVERLOOK: Wants to Hire Macey Wilensky as Bankr. Counsel ---------------------------------------------------------------- Emerson Overlook, LLC, has sought permission from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Macey, Wilensky, Kessler & Hennings, LLC, as bankruptcy counsel. Macey Wilensky will, among other things: (a) prepare necessary schedules, applications, motions, answers, orders, reports and other legal matters; (b) assist in the examination of the claims of creditors; and (c) assist with the formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof. Macey Wilensky will be paid based on the hourly rates of its personnel: Frank B. Wilensky $405 Todd E. Hennings $350 William A. Rountree $275 Vania A. Smith $180 Sandra H. McConnell, Paralegal $115 Judy A. Miniatis, Paralegal $115 Kathy L. Sexton, Paralegal $115 Todd E. Hennings, a partner with Macey Wilensky, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. ENERGYCONNECT GROUP: Amends $5MM Aequitas Credit Facility --------------------------------------------------------- EnergyConnect Group, Inc., on December 23, 2009, amended its $5 million Convertible Secured Note Credit Facility with Aequitas Commercial Finance, LLC. Under the terms of the amendment, the maturity date of the credit facility was extended through February 24, 2012, the interest rate on the facility will be reduced from 30% to 25%, and the permitted conversion percentage will increase from two-thirds to 100% of the unpaid principal and interest at an exercise price of $0.096 per share. Kevin R. Evans, EnergyConnect's President and Chief Executive Officer, stated, "We are pleased with the support Aequitas has shown EnergyConnect and our business model. This extension of the facility is expected to provide the necessary working capital to support our business into 2012." Going Concern Doubt At October 3, 2009, the Company had $14,583,278 in total assets against $10,601,159 in total current liabilities and $1,878,671 in total long-term liabilities. In its report on Form 10-Q for the period ended October 3, 2009, EnergyConnect said during the year ended January 3, 2009, the Company incurred net losses of $34,077,050 and generated negative cash flow from operations in the amount of $4,100,473. The Company incurred net losses of $952,113 and generated negative cash flow from operations in the amount of $590,804 for the nine months ended October 3, 2009. The Company's current liabilities exceeded its current assets by $7,506 as of January 3, 2009. These factors among others may indicate that the Company may be unable to continue as a going concern for a reasonable period of time. EnergyConnect said its existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. Management anticipates the Company will attain profitable status and improve its liquidity through continued growth, distribution and sale of its products and services, and additional equity investment in the Company. "While we believe our cash availability under this debt facility along with cash generated by operations will be adequate for the next twelve months, we may need to obtain additional capital in order to sustain and expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders while remaining in compliance with the terms of our debt facility. There can be no assurance that we will be successful in obtaining additional funding," EnergyConnect said. EnergyConnect said if additional financing is not available or is not available on acceptable terms, it may have to curtail operations. About EnergyConnect Group San Jose, California-based EnergyConnect Group, Inc. (OTC Bulletin Board: ECNG) -- http://www.energyconnectinc.com/-- delivers industry leading demand response technologies and services to commercial, educational and industrial consumers enabling them to manage their use of electricity in response to market prices or regional power shortages. The Company's technology platform provides a scalable, cost-effective, clean technology to enhance the grid's efficiency and reliability. ESTELITA VALENTINO: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Estelita Areola Valentino aka Estelita Tenchavez 3482 Deodora Street Fremont, CA 94538 Bankruptcy Case No.: 10-40097 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Charles G. Case II Debtor's Counsel: Sydney Jay Hall, Esq. Law Offices of Sydney Jay Hall 1308 Bayshore Hwy. #220 Burlingame, CA 94010 Tel: (650) 342-1830 Email: sydneyhalllawoffice@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,820,000, and total debts of $1,530,900. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Ms. Valentino. EUGENE ARMSTRONG: Updated Chapter 11 Case Summary ------------------------------------------------- Joint Debtors: Eugene H. Armstrong Peggy A. Armstrong 102 Vista Drive Bridgeport, WV 26330 Bankruptcy Case No.: 09-02934 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: BK Patrick M. Flatley Debtors' Counsel: Marcy J. Grishkevich, Esq. 3360 Main Street Weirton, WV 26062 Tel: (304) 914-3200 Fax: (304) 914-3244 Email: mgrishkevich@comcast.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wvnb09-02934.pdf The petition was signed by the Joint Debtors. EVOLUTION FUELS: Debt-for-Equity Swap Cuts Debt by $21 Million -------------------------------------------------------------- Evolution Fuels, Inc., announced a reduction of roughly $21 Million of its corporate debt through the conversion of the debt into shares of the Company's common stock, effective as of December 31, 2009. This debt was in connection with convertible notes originally issued in July 2006, and through a settlement agreement, a portion was exchanged for a new set of convertible notes in December 2008. A total of 2,060,308 shares of common stock were converted and issued on December 31, 2009 to the noteholders to satisfy the approximate $21 million of debt. The converted and issued common stock is "restricted" as defined under the Securities Act of 1933. This conversion of debt eliminates over 94% of the financial liabilities associated with the Company's $52.5 financing package closed in July 2006. In total, the Company has eliminated over $110 million of liabilities since June 30, 2008. About Evolution Fuels Dallas, Texas-based Evolution Fuels, Inc. (Pink Sheets: EVFN) -- http://www.evolution-fuels.com/-- endeavors to market renewable transportation fuels at retail fuel stations that will provide blends of ethanol from 10% to 85% (E10 to E85), and biodiesel blends from 5% to 20% (B5 to B20). The Company's plan calls for the development of a chain of renewable fuel stations that extend from Texas to Mississippi that will be a combination of "Evolution Fuels"-branded fuel stations/convenience stores and western-motif truck stops modeled after the Willie's Place Truck Stop in Carl's Corner, TX. FILI ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Fili Enterprises, Inc. dba Daphne's Greek Cafe aka Daphne's Greek Express 6125 Cornerstone Court East #100 San Diego, CA 92121 Bankruptcy Case No.: 10-00324 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Chief Judge Peter W. Bowie Debtor's Counsel: Brendan Collins, Esq. DLA Piper LLP 550 S. Hope Street, Suite 2300 Los Angeles, CA 90071 Tel: (213) 330-7700 Email: brendan.collins@dlapiper.com Natasha Johnson, Esq. DLA Piper LLP (US) 550 S. Hope Street, Suite 2300 Los Angeles, CA 90071 Tel: (213) 330-7700 Email: natasha.johnson@dlapiper.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by George Katakalidis, the Company's chief executive officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ US Foodservice, Inc. Trade $1,115,767 15155 Northam Street La Mirada, CA 90638 Transwestern Harvest Lease Store $146,468 Lakeshore LLC No. 1093 c/o Harvest Partners/ Lorrie Holmes AW Southglenn, LLC Lease Store $110,714 No. 6073 PCCP CS Alberta Lease Store $109,010 Cornerstar Colorado, LLC No. 6072 Media Spot Advertising $101,797 SCI Parkplace Fund, LLC Lease Store $95,256 No. 1051 closed Jackson II, LLC Lease Store $80,824 No. 1075 closed Forest City Commercial Lease Store $80,000 Management No. 1011 closed Temecula Towne Center Associates, LP The Robford Company, LLC Lease Store $55,000 No. 6080 P&R Paper Supply Co., Inc. Operating Expense $29,000 FR Crow Canyon, LLC Lease Store $26,912 c/o Federal Realty No. 1087 Investment Trust Aloha Technologies, Ltd. POS Services $21,730 c/o Radiant Systems, Inc. Playa de Oro Lease Store $21,085 c/o Decron Properties, LP No. 6067 Pepsi Cola Trade $20,000 Southern California Gas Utilities $18,844 Company Prudential Overall Supply Operating Expense $17,957 Village Square Dana Park, Lease Store $17,543 LLC No. 1070 closed Regency Centers Lease Store $16,917 Corporation No. 1072 DDR Oliver McMillian LP Lease Store $14,751 No. 1032 Sudberry Properties, Inc. Lease Store $14,305 No. 1035 FIRSTFED FINANCIAL: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: FirstFed Financial Corp. 6320 Canoga Ave., #1551 Woodland Hills, CA 91367 Bankruptcy Case No.: 10-10150 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Jon L. Dalberg, Esq. Landau Gottfried & Berger LLP 1801 Century Park East Ste 1460 Los Angeles, CA 90067 Tel: (310) 557-0050 Fax: (310) 557-0056 Email: jdalberg@lgbfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,000,001 to $500,000,000 A full-text copy of the Debtor's petition, including a list of its 16 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10150.pdf The petition was signed by Babette Heimbuch, chief executive officer of the Company. FORD MOTOR: Fitch Corrects Press Release; Lifts Rating to 'B-' -------------------------------------------------------------- Fitch Rating has amended a press release issued earlier, revising rating information on Ford's subsidiaries. Fitch has upgraded the Issuer Default Rating for Ford Motor Company and Ford Motor Credit Company to 'B-' from 'CCC'; the Outlook remains Positive. The upgrade is based on an improved macroeconomic environment, Ford's current cost/pricing/margin trends, product competitiveness, solid near-term product pipeline, liquidity position and cashflow prospects. Fitch expects that Ford will turn cashflow positive in 2010 as an improving economic outlook and stabilizing retail financing availability allow the U.S. market to achieve an annualized run-rate of more than 11.5 million units in the second half of 2010. An important factor in the upgrade is Ford Credit's improving access to capital for retail and dealer financing. Fitch had previously cited the factors listed below as rationale for an upgrade. These points have been largely met, and will remain the drivers of future upgrades. -- Industry sales rebound to an annual 12 million sales level more quickly than currently forecast; -- Ford's products continue to hold or gain share; -- Inventory management at Ford and the industry allows Ford to hold or improve product prices; -- A clear path to positive free cash flow is projected; -- Liabilities continue to be managed or addressed; -- Independent access to capital by Ford Credit improves. Although Fitch expects a relatively modest rebound in industry sales in 2010 given macroeconomic conditions, a reversal to the trough levels of 2009 is viewed as increasingly remote. Although industry unit sales in 2009 were abysmal, Ford picked up an impressive 1.2% of market share in the U.S., demonstrating competitiveness across product segments. Even in the event of a relatively flat rebound, Ford's cost-cutting realizations, market share performance, and pricing indicate that any cash drains will be limited and can be very comfortably managed within Ford's liquidity position. Ford has been consistently disciplined in its production and inventory management, and this has allowed the company to demonstrate solid price performance through the first nine months of 2009. The step-changes to Ford's cost structure will have largely played out in the first half of 2010 (although a new buyout program was recently announced) meaning that margin restoration will become increasingly dependent on price/volume improvement. Elevated commodity costs remain a risk for inputs including steel, copper, fuel, etc., which could be exacerbated by any extended weakness in the U.S. dollar. A spike in fuel prices, of course, also poses risks on the demand side. Although pricing will remain a challenge for the overall industry, Ford's product competitiveness, technology features and healthy product pipeline over the next several years indicate that Ford should continue to outperform the industry. On the smaller end of its product lineup, where the consumer is migrating, Ford is exhibiting strong competitiveness. Margins on these products are also expected to benefit from technology and content. Looking into 2011, it is assumed that the U.S. market could eventually reach an annualized sales level of 12.5 million units, at which point Ford's free cash flow could reach $4 billion- $5 billion. Further upgrades could occur in 2010 if the outlook for U.S. economic growth and industry sales continues to improve. Liquidity remains strong at approximately $24 billion (pro-forma for certain capital markets transactions). Ford has demonstrated steady access to capital, including $2.9 billion in convertibles at Ford, repeated unsecured debt issues at Ford Credit in the last six months, and two TALF dealer floorplan issuances in the amount of $2 billion. The improved access to credit by Ford Credit (although at a cost) is a primary factor in the upgrade. Ford will be receiving a total of $5.9 billion in loans from the Department of Energy. With improved liquidity prospects, Ford should be in a position in 2010 to begin the long process of repairing its balance sheet. Ford's balance sheet will remain burdened by total debt of approximately $35 billion, plus required pension contributions. A primary driver of Ford's ability to manage its liquidity and growth in liabilities has been its repeated willingness to issue equity. Fitch expects Ford to use equity to the maximum extent possible (50%) to service its VEBA funding obligation, and could use equity to service its pension obligations as well. Open- market debt repurchases, equity exchanges and equity issuances may all be part of the equation, which in combination with EBITDA growth, should result in fairly rapid deleveraging. Ford's retention of Ford Credit is a positive to the company's credit and earnings profile, but the company will remain at a competitive disadvantage to transplant competitors with better access to capital and a lower cost of capital. Ford also termed out the majority of its December 2011 bank agreement to 2013, addressing its pending near-term maturity issue. The size of the facility was reduced from $10.7 billion to $8.1 billion, with $7.2 billion of it maturing in 2013. Ford and the auto industry still face numerous challenges to regaining sustainable profitability and adequate returns on investment. The industry will remain saddled with overcapacity in the U.S. (and globally), despite significant capacity reductions by the Detroit 3. The lower reset of the U.S. demand curve, coupled with scheduled plant and product expansions (Volkswagen, Kia, Fiat) indicate that overcapacity and the associated price competition will remain characteristic of the industry through the next cycle. Over the near term, growing regulatory and legislative issues are expected to increase industry costs, adversely affect margins, restrict access to capital and elevate the cost of capital. Such things as uel taxes, gas-guzzler taxes, state and local tax levies, tax incentives, and environmental, fuel-efficiency, safety and urban quality of life issues can all serve to alter auto demand and investment, raising uncertainties for investors. The upgrade of Ford Credit and its related subsidiaries reflects the strong linkage between the ratings of Ford Credit and Ford. In addition, Ford Credit has demonstrated the ability to finance its business independent of government programs on both a secured and unsecured basis, one key element driving the upgrade of Ford. With approximately $24 billion available, Ford Credit's liquidity position is considered strong for the current rating. Fitch has taken these rating actions: Ford Motor Co. -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior secured credit facility upgraded to 'BB-/RR1' from 'B+/RR1'; -- Senior secured term loan upgraded to 'BB-/RR1' from 'B+/RR1'. -- Senior unsecured affirmed at 'CC/RR6'. Ford Motor Co. of Australia -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured affirmed at 'CC/RR6'. Ford Motor Credit Company LLC -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'; -- Short-term IDR upgraded to 'B' from 'C'; -- Commercial paper upgraded to 'B' from 'C'. FCE Bank Plc -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'; -- Short-term IDR upgraded to 'B' from 'C'; -- Commercial paper upgraded to 'B' from 'C'; -- Short-term deposits affirmed at 'C'. Ford Capital B.V. -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'. Ford Credit Canada Ltd. -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured to 'B+/RR2' from 'B/RR2'; -- Short-term IDR upgraded to 'B' from 'C'; -- Commercial paper affirmed at 'B'. Ford Credit Australia Ltd. -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Short-term IDR upgraded to 'B' from 'C'; -- Commercial paper affirmed at 'B'. Ford Credit de Mexico, S.A. de C.V. -- Long-term IDR upgraded to 'B-' from 'CCC'. Ford Credit Co S.A. de CV -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'. Ford Motor Credit Co. of New Zealand -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured upgraded to 'B+/RR2' from 'B/RR2'; -- Short-term IDR upgraded to 'B' from 'C'; -- Commercial paper upgraded to 'B' from 'C'. Ford Motor Credit Co. of Puerto Rico, Inc. -- Short-term IDR upgraded to 'B' from 'C'. Ford Holdings, Inc. -- Long-term IDR upgraded to 'B-' from 'CCC'; -- Senior unsecured affirmed at 'CC/RR6'. Ford Motor Co. Capital Trust II -- Trust preferred stock affirmed at 'C/RR6'. FULL OF FAITH MINISTRIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Full of Faith Ministries, Inc. 2957 Bright Eagle Drive Jacksonville, FL 32226 Bankruptcy Case No.: 10-00075 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Chief Judge Peter W. Bowie Debtor's Counsel: Gerald B. Stewart, Esq. 220 East Forsyth Street Jacksonville, FL 32202 Tel: (904) 353-8876 Fax: (904) 356-2776 Email: geraldstewart@fdn.com Estimated Assets: Not Stated Estimated Debts: $0 to $50,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Gennell L. Coats, president of the Company. G.A.F MANAGEMENT: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: G.A.F Management, LLC 6368 Hollywood Blvd, 2nd Floor Los Angeles, CA 90028 Bankruptcy Case No.: 10-11029 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: John P. Kreis, Esq. 350 S Grand Ave, Ste 1520 Los Angeles, CA 90071 Tel: (213) 613-1049 Fax: (213)330-0258 Email: jkreis@attglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $5,643,953, and total debts of $5,990,556. A full-text copy of the Debtor's petition, including a list of its 19 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-11029.pdf The petition was signed by Awad Anthony, managing member of the Company. GENERAL MOTORS: Continues Review of SAAB Bids Amid Wind Down Plans ------------------------------------------------------------------ General Motors Company confirmed in a public statement dated January 8, 2010, that it has commenced wind down of its Swedish unit Saab Automobile AB. GM, however, said it has received proposals for Saab and is evaluating those proposals. GM has hired AlixPartners to supervise the wind down of Saab and has sought approval from appropriate authority in Sweden. According to GM, wind down of Saab will take several months, and will ensure that employees, dealers and suppliers are adequately protected. GM however assured Saab customers that their warranties will continued to be honored and service and spare parts remain available for these customers. Spyker Cars NV submitted a revised offer while Formula One supremo Bernie Ecclestone in cooperation with Genii Capital, a Luxembourg private equity firm, and a group of Swedish investors led by Jan Nygren, submitted offers for Saab pursuant to a January 7, 2010 bid extension made by GM, The Boston Globe noted on January 8, 2010. GM Chief Executive Officer Edward Whitacre, however, commented that a deal to acquire GM's Swedish unit Saab Automobile AB is not likely. Unionen at Saab head Anette Hellgren viewed Mr. Whitacre's comments as negotiation tactics, according to a January 7, 2010 Dow Jones Newswires report. Ms. Hellgren noted that it is odd considering that deadline for revised bids for Saab was extended to January 7, 2010. "None of the offers for Saab have been sufficiently attractive to be better than a wind down solution," confirmed GM Vice Chairman Bob in an interview with Bloomberg News on January 11, 2010. Mr. Lutz however noted that negotiations from some Saab offers might be enough to reverse GM's decision to close Saab, Bloomberg related. GM is still hopeful that it will find a good offer for Saab, which offer can reverse the shutdown of the Swedish unit, Mr. Lutz added in the Bloomberg interview. A shut down of Saab could affect 3,400 jobs, and 1,000 dealers, Reuters disclosed on January 6, 2010. However, Saab workers facing unemployment could find 1,000 jobs if they move to Vaesteraas, Sweden, Detroit Free Press reported on December 24, 2009. Saab workers could be hired by, among others Bombardier Inc., the world's biggest maker of passenger locomotives, Alstom SA, the largest train maker, and ABB Ltd., the largest power-transmission network builder which have plants located in Vaestraas, the report noted Moreover, about 50 Saab enthusiasts gathered outside GM's headquarters on January 5, 2009, asking GM to consider sale of Saab to Spyker or any bidder instead of shutting down Saab, Ryan Emge, organizer of the meeting, according to a January 7, 2010 Bloomberg News report. * * * GM Europe Stefan clarified that GM is unaware of any plan to send tooling for Saab unit's 9-5 model to China, Bloomberg News reported on January 10, 2010. However, GM will send these tools to China for the production of Buick, thus reducing the value of the Swedish assets, Bloomberg reported on January 10, 2010, citing Dagens Industri's report. A January 11, 2010 AFP report noted that GM is holding talks with Spyker regarding the sale of Saab, citing a source familiar with the matter. Based on AFP's source, Spyker is the only one with an attractive offer for Saab. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: February 10 Set as Property Bar Date ---------------------------------------------------- The Bankruptcy Court entered an order approving the oral motion of Motors Liquidation Company and its debtor-affiliates to establish procedures for filing proofs of claim (i) filed by entities residing adjacent to, or in the proximity of, certain of the Debtors' properties, and (ii) to any claims that the Residents may have with respect to their real property, arising from being located adjacent to, or in the proximity, of certain of the Debtors' Properties. Judge Gerber established February 10, 2010 at 5:00 p.m. (Eastern Time), as the deadline for filing Property Claims. The Property Claims must be filed with the Court or sent to Garden City Group, Inc., as the Debtors' Claims agent, to these addresses: The Garden City Group, Inc. Attn: Motors Liquidation Company Claims Processing 5151 Blazer Parkway, Suite A Dublin, Ohio 43017 If by first-class mail: The Garden City Group, Inc. Attn: Motors Liquidation Company P.O. Box 9386 Dublin, Ohio 43017-4286 or If by hand delivery: United States Bankruptcy Court, SDNY One Bowling Green Room 534 New York, New York 10004 Property Claims must: -- be written in the English language; -- be denominated in lawful currency of the United States as of June 1, 2009; -- conform substantially to the Official Bankruptcy Form No. 10; -- specify the Debtor against which the Claim is filed; -- set forth with specificity the legal and factual basis for the alleged Claim; -- include supporting documentation or an explanation as to why the Documentation is not available; and -- be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. If a claimant asserts a Property Claim against more than one Debtor, the claimant must file a separate Proof of Claim against each Debtor. Proofs of claim sent by facsimile, telecopy, or electronic mail transmission will not be accepted. The Court does not require the filing of Property Claims from any person or entity: (1) whose Property Claim is listed on the Debtor' schedules of assets and liabilities, or whose Property Claim is not described thereon as "disputed," "contingent," or "unliquidated;" (2) who does not dispute the amount or classification of the Property Claim set forth in the Schedules, and (3) who does not dispute that the Property Claim is an obligation of the specific Debtor against which the Property Claim is listed on the Schedules. (4) whose claim has been paid in full; (5) who holds a claim allowable under Sections 503(b) and 507(a)(2) of the Bankruptcy Code as an administrative expense; (6) who holds a Property Claim that has been allowed by the Court on or before February 10, 2010; (7) for which a separate deadline to file proofs of claim is fixed by the Court; (8) that is a Debtor having a Property Claim against another Debtor; (9) who, as of the Property Bar Date, is an affiliate of any Debtor, as defined in Section 101(2) of the Bankruptcy Code; (10) who has already properly filed a Claim; and (11) relies on the Schedules has the responsibility to determine that its Claim is accurately listed in the Schedules. Any holder of a Property Claim against the Debtors that is required but fails to file a Proof of Claim in accordance with this Order on or before February 10, 2010, will be forever barred, estopped and enjoined from asserting a Property Claim against the Debtors. A schedule of Material Properties owned by the Debtors is available for free at: http://bankrupt.com/misc/GM_MaterialPropertyList.pdf The Court's Order applies only to Property Claims. The Existing Bar Date Order and Existing Bar Date will continue to apply in all respects to all other claims and entities, Judge Gerber ruled. General Claims Bar Date Extension Denied Meanwhile, Judge Gerber denied the request of Aurelius Capital Management, LP, Drawbridge Special Opportunities Advisors, LLC, Fortress Credit Opportunities Advisors, LLC, Appaloosa Management L.P., Elliot Associates, LP, Perry Partners, L.P., and Perry Partners International, Inc., to modify the deadline for filing proofs of claim in the Debtors' cases, as established by the Court on November 30, 2009. Aurelius, et al., are holders or managers of funds that are holders of the BP350,000,000 8.375% Guaranteed Notes due December 7, 2015 and the BP250,000,000 8.875% Guaranteed Notes due July 10, 2023 guaranteed by Motors Liquidation Co. The Moving Parties are subject to the Bar Date Order in all respects, Judge Gerber ruled. Onex Debt Opportunity Fund, Ltd., and Redwood Master Fund, Ltd., as the other holders of Nova Scotia Notes who contacted counsel for Aurelius, et al., will also be subject to the Bar Date Order in all respects, Judge Gerber added. However, the Bar Date with respect to the Contacting Noteholders' Debt Claims, in relation to the Nova Scotia Notes, will be extended to 5:00 p.m. (New York time) on December 10, 2009, the Court said. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Old GM Wants Plan Exclusivity Until May 27 ---------------------------------------------------------- Motors Liquidation Company and its debtor-affiliates ask Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York to further extend: (1) their exclusive right to file a Chapter 11 plan through and including May 27, 2010; and (2) the exclusive right to solicit acceptances of that plan through and including July 27, 2010. The Debtors' Exclusive Periods have been extended, pursuant to Section 1121(d) of the Bankruptcy Code, to January 27, 2010, for the Plan Filing Deadline and March 29 for the Solicitation Period. In October 2009, the Debtors' affiliates, Remediation and Liability Management Company, Inc., and Environmental Corporate Remediation Company, Inc., filed for Chapter 11 bankruptcy and had an initial Exclusive Plan Filing Deadline of February 5, 2010, and Exclusive Solicitation Deadline of April 7. Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP, in New York, tells the Court that it is unquestionable that the Debtors have made substantial progress in the Chapter 11 cases. He points out in only six months, the Debtors have, among other things: * completed the sale of substantially all of their assets to New General Motors pursuant to Section 363 of the Bankruptcy Code that resulted in substantial recoveries to the estates and preservation of employment for approximately 235,000 employees worldwide, including 91,000 domestic employees, after a three-day trial; * responded to several appeals of the order approving the 363 Transaction; * analyzed more than 780,000 contracts in connection with the assumption and assignment to New GM, and, to date, filed 10 omnibus motions to reject more than 315 executory contracts and unexpired leases of nonresidential real property; * conducted a comprehensive, objective, and quantitative evaluation of each of the Debtors' approximate 6,000 dealerships, negotiated with each of them, and rejected approximately 38 dealerships in total; * established global procedures for asset sales and began the process of selling certain de minimis assets; * established the Debtors' General Claims Bar Date, Property Bar Date, and the Bar Date in REALM & ENCORE's Chapter 11 cases; * begun analyzing the more than 68,000 proofs of claim filed in an aggregate amount of approximately $217 billion that the Initial Debtors have received thus far, of which over 30,000 are unliquidated, approximately 27,272 are asbestos- related, and 318 are environmental related; * negotiated settlements with certain equipment lessors resulting in modifications to lease agreements and assumption and assignment to New GM of the modified leases, resulting in the reduction or elimination of hundreds of millions of dollars in rejection damages; * begun preparation of a term sheet for a Chapter 11 plan; and * responded to countless inquiries related to the status of the Chapter 11 cases and specific contract counterparty demands. Mr. Harvey notes that the process to reconcile thousands of unliquidated and litigation claims has now commenced and is vital to implementation of a Chapter 11 plan. However, analysis of the entire universe of claims asserted against the Debtors' estates remains incomplete, he says. Mr. Harvey continues that the Debtors are finalizing a term sheet for a proposed Chapter 11 plan so that it can be presented to the Official Committee of Unsecured Creditors. In this regard, the Debtors intend to work with the Creditors' Committee and other parties to build consensus for a consensual plan, he says. "An extension of the Exclusive Periods will enable the Debtors to harmonize the diverse and competing interests that exist and seek to resolve conflicts in a reasoned and balanced manner," Mr. Harvey tells the Court. Mr. Harvey avers that further extension of the Exclusive Periods is warranted, because, inter alia, (i) the Debtors' cases are large and complex, (ii) substantial good faith progress has been demonstrated, (iii) the Debtors are not seeking to use exclusivity to pressure creditors into accepting a plan they find unacceptable, (iv) important contingencies must be resolved, and (v) the Debtors have been paying their postpetition obligations as they become due. The requested Exclusive Periods Extension is "realistic and necessary, will not prejudice the legitimate interest of creditors and other parties in interest, and will afford them a meaningful opportunity to pursue a feasible and consensual Chapter 11 plan, Mr. Harvey maintains. The Court will convene a hearing on January 20, 2010, to consider approval of the Debtors' request. Objections, if any, must be filed by January 13. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: New GM to Promptly Sell Nexteer Business -------------------------------------------------------- In a public statement dated January 7, 2010, General Motors Company said 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 original equipment manufacturers customers. GM added that it will identify suitable potential buyers and conclude a transaction as soon as practicable. 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. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Talks on Opel Restructuring Plan Resume Jan. 14 --------------------------------------------------------------- Negotiations on the restructuring of General Motors Co.'s Opel/Vauxhall operations in Europe are set to resume on January 14, 2010, GM's Interim Chief Executive Officer Edward E. Whitacre said in a conference in Detroit, Michigan on January 6. As widely reported, the Works Council in Berlin, Germany called GM's restructuring plan for Opel -- proposed in December 2009 -- "unacceptable" as it contemplated to cut 9,000 jobs. Council Chief and Opel Supervisory Board Member Klaus Franz said that the job cuts were "economic nonsense" and that Opel would anyway lose 10,500 jobs by 2013 through voluntary departures and retirements. No detail of the plan has been published, reports added. During the Jan. 14 meeting, GM is expected to present its blueprint for Opel's revival, and to persuade Germany and other European Union countries to back its EUR3.3 billion or $4.75 billion plan. "Even if GM is able to mend fences in Germany, Opel's future is uncertain. The unit hasn't made a profit in a decade. And despite a deep restructuring five years ago and . . . a volley of new models, it has struggled in Europe's crowded car market," Vanessa Furhmans of The Wall Street Journal opined. GM had angered officials for backing out of the lengthy negotiations with Magna International Inc. and Savings Bank of the Russian Federation for the finalization of the sale of Opel in November 2009. Sberbank demanded compensation from GM for the failed deal to buy Opel, threatening to otherwise "demand compensation in court," The Associated Press reported in December 2009. "We think that GM's commitment went so far that they should have sealed the deal," Sberbank Chief Executive German Gref stated. Reilly: GM Europe Moving Forward In a blog posted January 8, 2010, GM Europe President Nick Reilly revealed that the Company "will be constantly and steadily moving forward, pushing the company ahead, thereby supporting GM's goal of designing, building and selling the world's best cars." "We must work fast to reduce our capacity, while maintaining productivity and quality. But reducing capacity and structural cost, both of which are critical, will not be enough. I am keenly aware that we must keep our eyes on our goal of designing and building stylish cars with exciting innovations at an affordable price," Mr. Reilly noted. will begin a new product offensive that will see a major re-vamp of our line-up. This year alone we will launch seven new products. Mr. Reilly also announced that he will be presenting "my management team soon [composed of] . . . a great mix of people familiar with the Opel/Vauxhall organization and others who can bring new, innovative opinions and approaches." About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Offering More Lease Deals, CEO Whitacre Says ------------------------------------------------------------ Sharon Terlep at Dow Jones Newswires reports General Motors Co. Chief Executive Ed Whitacre told reporters at the North American International Auto Show on Tuesday in Detroit that GM has been slowly able to offer more lease deals, easing a problem that has hurt GM's sales, especially in the luxury market. According to Ms. Terlep, being able to offer leases is critical, particularly in the market for luxury vehicles, where leasing accounts for about one-third of the business. She notes GM's rivals have won customers by offering more competitive lease deals than GM can manage. According to Dow Jones, GM has said that it won't return to the historically high levels of leasing, but would like the practice to comprise roughly 7% of sales. Ms. Terlep notes GM was locked out of the leasing business for most of 2009 as tight credit limited access to financing and the auto maker's lending partner, GMAC, struggled financially. Late last year, according to the report, roughly 2% of GM's sales were through leases, down from a more typical 20%. Ms. Terlep relates Mr. Whitacre wouldn't say how much leasing had picked up in recent months, but said GMAC has freed up more financing for leases. Dow Jones notes that without the ability to compete in leasing, sales of GM's Cadillac luxury brand fell 32% in 2009, more than the average 25% decline for luxury vehicles. Meanwhile, last week GM said it is committed to participating in a professional, effective arbitration process for Chevrolet, Buick, GMC and Cadillac dealers who received a complete or partial wind- down agreement and want to file for reinstatement. "We are working within the procedures of Section 747 of the Consolidated Appropriations Act of 2010 (H.R. 3288). GM will provide dealers covered by the statute with a letter that explains why they received a wind-down agreement by Jan. 15, and all decisions regarding reinstatement will be completed within six months," the Company said in a statement. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENMAR HOLDINGS: Committee Protest Sale of Assets to Buyers ----------------------------------------------------------- The Official Committee of Unsecured Creditors on Genmar Holdings Inc.'s asked the Bankruptcy Court to set aside the results of the auction for the assets or deny the approval of Irwin Jacobs' offer for the Company's Carver and Marquis lines. According to Sounding Trade Only Today, the Creditors Committee is opposing the sale on grounds that the aggregate amount of the prevailing bid will not (i) satisfy the secured and administrative expense claims, and (ii) provide nothing for the prepetition unsecured creditors. About 4,000 unsecured creditors that are owed more than $100 million stand to recover nothing if the asset sales fail to generate enough proceeds. As reported by the TCR on January 11, Genmar Holdings disclosed that all of its assets have been sold in accordance with an auction process. The highest bidders for the assets were: (1) Platinum Equity's acquisition of essentially all of the assets for $70 million; (2) J&D Acquisitions, LLC's acquisition of Carver/Marquis for $6.05 million; and (3) MCBC Hydra Boats, LLC's acquisition of Hydra-Sport for $1 million. The sale transactions are subject to approval by the Bankruptcy Court, which is scheduled for hearing on January 13, 2010. The closing date of the transactions is scheduled for January 20, 2010. 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. GLOBAL DEMOLITION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Global Demolition & Recycling, LLC, Debtor P.O. Box 54 Fort Howard, MD 21052 Bankruptcy Case No.: 10-10026 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: Donna L. Harris, Esq. Pinckney, Harris & Weidinger, LLC 1220 N. Market Street, Suite 950 Wilmington, DE 19801 Tel: (302) 504-1499 - Direct Fax: (302) 442-7046 Email: dharris@phw-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/deb10-10026.pdf The petition was signed by Albert Arillotta, managing member of the Company. GMI FINANCIAL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: GMI Financial Group, Inc. Po Box 306 Safford, AZ 85548 Bankruptcy Case No.: 10-00214 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtor's Counsel: Dennis J. Wortman, Esq. 202 East Earll Drive, Ste. 490 Phoenix, AZ 85012 Tel: (602) 257-0101 Fax: (602) 279-5650 Email: djwortman@azbar.org Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Tim E. Alder, president of the Company. GOODY'S LLC: Plan Confirmation Objections Due February 19 --------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on March 3, 2010, at 9:00 a.m. (Eastern Time), to consider confirmation of the Plan of Liquidation of Goody's LLC. The hearing will be held at 824, N. Market Street, 5th Floor, Courtroom No. 6, Wilmington, DE 19801. Objections, if any, are due on February 19, 2010, at 4:00 p.m. (ET). According to the report, Goody's is sending the Plan to creditors after it won approval of the disclosure statement explaining the Plan. Goody's LLC's liquidating Chapter 11 plan contemplates the distribution of $7 million remaining from the sale of assets that generated $119 million. The Plan calls for distributions according to the priorities contained in bankruptcy law. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Goody'sLLC_DS.pdf A full-text copy of the Plan of Liquidation is available for free at http://bankrupt.com/misc/Goody'sLLC_Plan.pdf 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. GRAND APARTMENTS: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Grand Apartments, LLC 2001 Avenue A Kearney, NE 68847 Bankruptcy Case No.: 09-43554 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court District of Nebraska (Lincoln Office) Debtor's Counsel: Galen E. Stehlik, Esq. Lauritsen, Brownell, Brostrom, Stehlik 724 W. Koenig, P.O. Box 400 Grand Island, NE 68802 Tel: (308) 382-8010 Fax: (308) 382-8018 Email: galens@lauritsenlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 3 largest unsecured creditors is available for free at: http://bankrupt.com/misc/neb09-43554.pdf The petition was signed by Erica Sikes. GRAND SEAS: Wants Chapter 11 Plan Filing Extended until March 7 --------------------------------------------------------------- Grand Seas Resort Partners asks the U.S. Bankruptcy Court for the Southern District of New York to extend its exclusive periods to file a Chapter 11 plan of reorganization and to solicit acceptances of that Plan until March 7, 2010, and May 6, 2010, respectively. The Debtor relates that it needs additional time to formulate and solicit acceptances of the Plan. Miami, Florida-based Grand Seas Resort Partners operates a real estate business. The Company filed for Chapter 11 on Sept. 8, 2009 (Bankr. S.D. Fla. Case No. 09-28973). Hinshaw & Culbertson LLP represents the Debtor in its restructuring effort. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. GREEKTOWN HOLDINGS: Fine Consulting Charges $2.5MM for Sept-Nov. ---------------------------------------------------------------- Professionals retained in connection with Greektown Holdings LLC's bankruptcy cases filed applications for payment of fees and reimbursement of expenses for the quarter period September to November 2009: Professional Applicable Period Fees Expenses ------------ ----------------- ---------- -------- Fine Consulting, 09/01 to 11/30/09 $2,565,463 $218,231 Inc. d/b/a The Fine Point Group Conway Mackenzie, 09/01 to 11/30/09 1,259,222 52,333 Inc. Schafer and Weiner 09/01 to 11/30/09 803,656 80,844 PLLC XRoads Solutions 09/01 to 11/30/09 605,202 5,855 Group LLC Honigman Miller 09/01 to 11/30/09 613,771 8,822 Schwartz and Cohn LLP Charles S. Edelman 09/01 to 11/30/09 450,000 10,375 LLC Moelis & Company 09/01 to 11/30/09 450,000 419,834 LLC Clark Hill PLC 09/01 to 11/30/09 440,790 25,855 Ernst & Young LLP 09/01 to 11/30/09 367,088 3,023 Jackier Gould PC 09/01 to 11/30/09 123,330 5,468 Signature 09/01 to 11/30/09 40,000 0 Associates Floyd E. Allen 7 09/01 to 11/30/09 975 0 Associates P.C. * * * Court Approves XRoads June to August Fees The Court has approved XRoads' interim fee application for the period from June 1 to August 31, 2009, where XRoads sought $474,108 in fees and reimbursement of $2,205 for necessary expenses. 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: November Casino Revenues Total $28.4MM ---------------------------------------------------------- The Michigan Gaming Control Board stated in its Web site that Greektown Casino's aggregated adjusted revenues for November 2009 is $28,442,692. Of this revenue, Greektown Casino's state wagering tax is $3,441,565. The Gaming Board also released the November 2009 revenues of two other Detroit casinos, MGM Grand Detroit and MotorCity Casino. The Board notes that MGM Grand Detroit earned $42,881,772 in November 2009 and MotorCity Casino had $34,959,624 in revenues for the same period. 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: U.S. Trustee Opposes Nunc Pro Tunc Retention ---------------------------------------------------------------- Daniel M. McDermott, the United States Trustee for Ohio and Michigan, argues that Greektown Holdings LLC's application to employ Stout Risius Ross as appraisers fails to state a basis for granting the "extraordinary remedy of nunc pro tunc employment." Courts generally require a showing of more than mere inadvertence to justify the entry of a nunc pro tunc employment order, the U.S. Trustee points out. Counsel to Greektown, Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, relates that Stout Risius Ross performed two appraisals for the Debtors between January 19, 2009, and August 17, 2009, in relation to certain offers to purchase real property and accrued fees totaling $13,000. He tells the Court that due in part to the limited nature of the work performed by the firm, the Debtors and SRR inadvertently did not seek the Court's approval of the performance of SRR's services. The Properties appraised by SRR are the 1001 Brush Parking Garage and the 422 E. Lafayette Parking Lot. SRR valued the Properties and delivered final written appraisal reports to the Debtors in August 2009. Accordingly, by this application, the Debtors seek the Court's authority to employ SRR as real property appraisers nunc pro tunc to January 19, 2009. Mr. Weiner notes that SRR has not performed additional services since August 17, 2009, and currently has not been engaged to perform any additional services. 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) GRUBB & ELLIS: Wellington Management Discloses 20.83% Stake ----------------------------------------------------------- Wellington Management Company, LLP, in its capacity as investment adviser, may be deemed to beneficially 15,609,501 shares or roughly 20.83% of the common stock of Grubb & Ellis Company. Wellington Management said included in this number is 125,000 shares of 12% Cumulative Participating Perpetual Convertible Preferred Stock which is convertible within 60 days to 7,575,750 shares of Common Stock of Grubb & Ellis. About Grubb & Ellis Company Named to The Global Outsourcing 100(TM) in 2009 by the International Association of Outsourcing Professionals(TM), Santa Ana, California-based Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-- claims to be one of the largest and most respected commercial real estate services and investment companies in the world. Its 6,000 professionals in more than 130 company-owned and affiliate offices draw from a unique platform of real estate services, practice groups and investment products to deliver comprehensive, integrated solutions to real estate owners, tenants and investors. Grubb & Ellis Company reported an upside-down balance sheet at September 30, 2009. The Company had total assets of $342,178,000 against total liabilities of $357,948,000 at September 30. The Company said stockholders' deficit attributable to Grubb & Ellis was $16,410,000; non-controlling interests were $640,000; and total deficit was $15,770,000 at September 30. As reported by the Troubled Company Reporter, Grubb & Ellis on October 1, 2009, obtained an amendment to its senior secured revolving credit facility which, among other things, modifies and provides the Company an extension from September 30, 2009, to November 30, 2009, to (i) effect its recapitalization plan and in connection therewith to effect a prepayment of at least 72% of the Revolving Credit A Advances, and (ii) sell four commercial properties, including the two real estate assets that the Company had previously acquired on behalf of Grubb & Ellis Realty Advisors, Inc. GULFSTREAM CRANE: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Gulfstream Crane, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $80,592,722 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $80,939,175 E. Creditors Holding Unsecured Priority Claims $337,190 F. Creditors Holding Unsecured Non-priority Claims $2,879,377 ----------- ----------- TOTAL $80,592,722 $84,155,742 Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General Crane -- is engaged primarily in the business of supplying and renting crane, hoist and rigging equipment. The Company operates and maintains facilities in Florida, Georgia and Texas. The Company filed for Chapter 11 bankruptcy protection on December 8, 2009 (Bankr. S.D. Fla. Case No. 09-37091). Michael D. Seese, Esq., who has an office in Fort Lauderdale, Florida, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. HAEMACURE CORPORATION: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Haemacure Corporation 215 Redfern Ave., Suite 100 Montreal, Quebec H3Z 3L5 CANADA Bankruptcy Case No.: 10-00359 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) About the Business: Haemacure Corporation (TSX: HAE) -- http://www.haemacure.com-- is a specialty bio-therapeutics company developing high-value human biological adhesives, hemostats and therapeutic proteins. Debtor's Counsel: Charles A. Postler, Esq. Stichter, Riedel, Blain & Prosser 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Email: cpostler.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb10-00359.pdf The petition was signed by Gilles Lemleux, secretary of the company. HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Halcyon Music Publishing, LLC 8455 Beverly Blvd, Suite 600 Los Angeles, CA 90048 Bankruptcy Case No.: 10-10851 Debtor-affiliates filing separate Chapter 11 petitions August 17, 2009: Entity Case No. ------ -------- T Asset Acquisition Company, LLC 09-31853 Halcyon Holding Group, LLC dba The Halcyon Company 09-31854 Dominion Group 09-31855 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Halcyon Games, LLC 10-10852 Chapter 11 Petition Date: January 9, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Debtor's Counsel: Monserrat Morales, Esq. 10100 Santa Monica Blvd., Ste 1450 Los Angeles, CA 90067 Tel: (310) 552-3100 Fax: (310) 552-3101 Email: mmorales@pwkllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Derek Anderson. HAVEN HEALTHCARE: Raymond Termini Pleads Guilty of Wire Fraud ------------------------------------------------------------- April Wortham, staff writer at Nashville Business Journal reports that Raymond Termini pleaded guilty to conspiracy to commit wire fraud and monetary transaction property derived from specified unlawful activity related Omega Healthcare Investors that Haven Healthcare operated and managed. Mr. Termini faces a maximum 10 years and a fine of up to $500,000. Mr. Termini, according to the report, admitted that he used the money for sprinklers at the Company's facilities and obtained a $6 million loan to reduce Haven Healthcare's debt but was spent on other purposes including buying real estate in his wife's name. He agreed to forfeit $500,000 in the form of a lien on the property controlled by his wife. About Haven Healthcare Headquartered in Middletown, Connecticut, Haven Healthcare Management LLC -- http://www.havenhealthcare.com/-- provides nursing care to the elderly in New England, Connecticut. The company operates health centers and assisted living facilities. In addition, the company specializes in short-term rehabilitative care and long-term care. The company and 46 of its affiliates filed for chapter 11 protection on Nov. 22, 2007 (Bankr. D. Conn. Lead Case No. 07- 32719). Moses and Singer LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. The U.S. Trustee for Region 2 appointed nine creditors to serve on an Official Committee of Unsecured Creditors in this case. Pepper Hamilton LLP is counsel and Neubert Pepe & Monteith P.C. as its co-counsel to the Creditors Committee. When the Debtors sought protection from their creditors, they listed assets and debts of between $1 million and $100 million. The Debtors' consolidated list of 50 largest unsecured creditors showed total claims of more than $20 million. * * * As of Feb. 29, 2008, the Debtors' balance sheet showed total assets of $25,965,631 and total liabilities of $38,597,720 resulting in a $12,632,089 stockholders' deficit. According to the Troubled Company Reporter in 2008, the United States Bankruptcy Court for the District of Connecticut dismissed the Chapter 11 cases of Haven Healthcare Management LLC and its debtor-affiliates. HUNTINGTON RESTAURANTS: Case Summary & 13 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Huntington Restaurants, Inc. 817 Delaware Street Berkeley, CA 94710 United States Bankruptcy Case No.: 09-72387 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Eastern District of California (Fresno) Debtor's Counsel: Charles R. Duffy, Esq. Law Offices of Butterfield and Duffy 33 E Huntington Dr. Arcadia, CA 91006 Tel: (626)447-8161 Email: cduffylaw@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,489,754 and total debts of $1,682,258. A full-text copy of the Debtor's petition, including a list of its 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-72387.pdf The petition was signed by Willie C. Cook, president of the Company. ILLINOIS FINANCE: S&P Downgrades Rating on Bonds to 'B' ------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating to 'B' from 'BBB-' on the Illinois Finance Authority's (formerly the Illinois Development Finance Authority) bonds issued on behalf of the Community Rehabilitation Providers Facilities Acquisition Program, a pool of Illinois-based agencies providing essential human services throughout the state. The outlook is stable. "The downgrade reflects what S&P views as sharp reductions in the State of Illinois' financial support for human service providers for the year beginning July 1, 2009, the weakening financial profile of most participants in the Community Rehabilitation pool, and departures from the pool," said Standard & Poor's credit analyst Jennifer Soule. In addition, the unexpected closure of one participant in 2009 is likely to weaken the pool's special reserve fund significantly. The Community Rehabilitation pool was formed in 1997, with all debt issued since then on parity with the original legal structure. In recent years, several participants have left the pool or paid down their debt, with 22 participants remaining. In general, the pool's participants offer court-mandated services, including services for individuals with developmental disabilities, residential services, community mental health services, mental and physical rehabilitation services, drug and alcohol treatment services, and vocational services. Funding sources are primarily state agencies whose funding is subject to annual appropriations. The stable outlook is based on the greater financial volatility S&P expects at the 'B' rating level. If more participants default over the next one to two years, further depleting debt service reserves and the special reserve fund, S&P may lower the ratings further. A strong recovery for Occupational Development Center asset sales, combined with a return to stronger state funding, would be credit strengths. IMAGE ENTERTAINMENT: Closes Sale of Preferred Stock --------------------------------------------------- Image Entertainment, Inc. closed the previously announced sale of 22,000 shares of newly authorized Series B Cumulative Preferred Stock and 196,702 shares of Series C Junior Participating Preferred Stock to certain affiliates of JH Partners, LLC, a San Francisco-based private equity firm focused on building sustainable, long-term equity value in consumer and marketing- driven growth companies, for an aggregate purchase price of $22.0 million. As a result of this transaction, the Investors acquired control of Image. After payment to the Investors of a transaction fee, reimbursement of the Investors' expenses and other transaction-related expenses, Image expects to receive net proceeds of approximately $19 million. Image used $15.0 million of the net proceeds, along with the issuance of 3.5 million shares of common stock, to repay in full and retire its senior secured convertible note due 2011. The remainder of the net proceeds will be used to repay other outstanding indebtedness and outstanding liabilities and for general working capital. In connection with the transaction, Image's senior lender waived the existing event of default under its loan agreement resulting from the default under the senior secured convertible note. Pali Capital, Inc., acted as financial advisor to JH Partners, Inc. on this transaction and Houlihan Lokey served as financial advisors to Image Entertainment. About Image Entertainment Image Entertainment, Inc., is an independent licensee and distributor of entertainment programming in North America, with approximately 3,200 exclusive DVD titles and approximately 340 exclusive CD titles in domestic release and approximately 400 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary, Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio titles containing more than 5,100 individual tracks. The Company is headquartered in Chatsworth, California. Image Entertainment has assets of $81,121,000 against debts of $80,188,000 as of Sept. 30, 2009. INFOLOGIX INC: Stockholders Approve 1-for-25 Reverse Stock Split ---------------------------------------------------------------- InfoLogix Inc. said that its stockholders have approved a one-for- twenty-five reverse stock split of its issued and outstanding common stock. The Reverse Split was previously disclosed in the proxy materials distributed to the company's stockholders in connection with the annual stockholders' meeting held on Dec. 30, 2009 to authorize, among other things, amending the company's certificate of incorporation to effect the Reverse Split. About InfoLogix Inc. Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- provides enterprise mobility solutions for the healthcare and commercial industries. InfoLogix uses the industry's most advanced technologies to increase the efficiency, accuracy, and transparency of complex business and clinical processes. With 19 issued patents, InfoLogix provides mobile managed solutions, on-demand software applications, mobile infrastructure products, and strategic consulting services to over 2,000 clients in North America including Kraft Foods, Merck and Company, General Electric, Kaiser Permanente, MultiCare Health System and Stanford School of Medicine. At September 30, 2009, the Company had total assets of $42,332,000 against total liabilities of $45,512,000, resulting in stockholders' deficiency of $3,180,000. Going Concern The Company has said, "Our condensed consolidated financial statements for the three and nine months ended September 30, 2009 have been prepared on a going concern basis, which contemplates continuing operations, securing additional debt or equity financing, selling certain assets, and realizing assets and liabilities in the ordinary course of business. However, we have incurred significant net losses from 2006 through 2009, including net losses of $11,513 for the nine months ended September 30, 2009 and have accumulated a stockholders' deficiency of $3,180. We have substantial liquidity requirements including monthly interest on our outstanding debt and those related to the repayment of our revolving line of credit that comes due on May 1, 2011, as well as to earn out payments for past acquisitions. Though we are taking measures to improve our liquidity, we do not currently expect to generate sufficient cash flow from operations to fund those obligations." INNOPRIZE XIX: Chapter 11 Case Summary & Unsecured Creditor ----------------------------------------------------------- Debtor: Innoprize XIX, LLC 12327 Santa Monica Blvd # 202 Los Angeles, CA 90025 Bankruptcy Case No.: 10-10762 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: William H. Brownstein, Esq. 1250 Sixth St Ste 205 Santa Monica, CA 90401 Tel: (310) 458-0048 Fax : (310) 576-3581 Email: Brownsteinlaw.bill@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,100,000 and total debts of $1,509,789. The Debtor identified Independence Bank with a debt claim (Apartment Building 32450 Candlewood Dr., Cathedral City, CA 92234) for $1,509,789 ($1,100,000 secured) as its largest unsecured creditor. A full-text copy of the Debtor's petition, including a list of its largest unsecured creditor, is available for free at: http://bankrupt.com/misc/cacb10-10762.pdf The petition was signed by Richard Stromberg, managing member of the Company. INTERNATIONAL ALUMINUM: Taps Kurtzman Carson as Claims Agent ------------------------------------------------------------ International Aluminum Corp., et al., sought and obtained the permission of the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as noticing and claims agent. KCC will, among other things: a. prepare and serve required notices in the Chapter 11 cases; b. receive, examine, and maintain copies of proofs of claim and proofs of interest filed in the Chapter 11 cases; c. maintain official claims registers in the Chapter 11 cases by docketing proofs of claim and proofs of interest in a claims database that includes information for each claim or interest asserted; and d. record an order entered by the Court which may affect a claim by making a notation on the claims register. Pursuant to a services agreement signed by the parties, KCC will bill the Debtors in quarter-hour increments on a monthly basis according to KCC's fee schedule. A copy of the services agreement is available for free at http://ResearchArchives.com/t/s?4d41 Michael J. Frishberg, the Vice President of Corporate Restructuring Services of KCC, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Debtor listed $198 million in assets and $217 million in liabilities as of November 30, 2009. J. WILLIAM PUSTELAK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: J. William Pustelak, Inc. 9070 Peach Street Wateford, PA 16441 Bankruptcy Case No.: 09-12356 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Erie) Judge: Thomas P. Agresti Debtor's Counsel: Gary V. Skiba, Esq. The McDonald Group, L.L.P. 456 West Sixth Street P.O. Box 1757 Erie, PA 16507 Tel: (814) 456-5318 Fax: (814) 456-3840 Email: gskiba@tmgattys.com Estimated Assets: Not Stated Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/pawb09-12356.pdf The petition was signed by J. William Pustelak, president of the Company. JAMES FAVINI: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: James V. Favini 22238 Road 211 Friant, CA 93626 Bankruptcy Case No.: 09-62623 Chapter 11 Petition Date: December 28, 2009 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: W. Richard Lee Debtor's Counsel: David R. Jenkins, Esq. PO Box 1406 Fresno, CA 93716 Tel: (559) 264-5695 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $5,378,930 and total debts of $3,702,457. A full-text copy of Mr. Favini's petition, including a list of his 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb09-62623.pdf The petition was signed by Mr. Favini. JAPAN AIRLINES: Chapter 11-Type Restructuring Needed for Tie Up --------------------------------------------------------------- Law360 reports that Japan Airlines Corp. may have to complete a Chapter 11-type restructuring before it can enter into a tie-up with American Airlines Inc. or Delta Air Lines Inc., both of which have been trying for months to negotiate a deal with the carrier. Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan- based holding company that is active in five business segments through its 225 subsidiaries and 82 associated companies. The Air Transportation segment is engaged in the operation of passenger and cargo planes. The Air Transportation-Related segment is engaged in the transportation of passengers and cargoes, the preparation of in-flight food catering, the maintenance of aircraft and land equipment, as well as the fueling business. The Travel Planning and Marketing segment is involved in the planning and sale of travel packages. The Card and Leasing segment is engaged in the provision of finance, cards and leasing services. The Others segment is involved in businesses related to hotels, resorts, logistics, wholesale, retail, real estate, printing, construction, manpower dispatch, as well as information and communication. The Company has numerous global operating locations. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. * * * As reported in the Troubled Company Reporter-Asia Pacific on December 4, 2009, Standard & Poor's Ratings Services lowered to 'SD' (selective default) from 'CC' its long-term corporate credit ratings on Japan Airlines Corp. and Japan Airlines International Co. Ltd., its wholly owned subsidiary, and removed the ratings from CreditWatch. At the same time, Standard & Poor's maintained its senior unsecured debt ratings on both companies at 'CCC' and kept the ratings on CreditWatch with developing implications. On Sept. 18, 2009, S&P placed the corporate credit and senior unsecured debt ratings on both companies on CreditWatch with negative implications and maintained the CreditWatch status on Oct. 16, 2009, and Nov. 4, 2009. On Nov. 13, 2009, S&P maintained its CreditWatch status on the corporate ratings on both companies and revised to developing its CreditWatch status on the senior unsecured debt ratings. The TCR-AP reported on Nov. 3, 2009, that Moody's Investors Service downgraded the long-term debt rating and issuer rating of Japan Airlines International Co., Ltd. to Caa1 from B1, and will continue to review both ratings for further possible downgrade. JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Jay C. Davey 13 Main Street Plaistow, NH 03865 Bankruptcy Case No.: 10-10020 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court District of New Hampshire Live Database (Manchester) Judge: Mark W. Vaughn Debtor's Counsel: Peter N. Tamposi, Esq. Donchess, Notinger & Tamposi, PC 547 Amherst Street, Ste. 204 Nashua, NH 03062 Tel: (603) 886-7266 Fax: (603) 886-7922 Email: peter@dntpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Davey's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nhb10-10020.pdf The petition was signed by Mr. Davey. JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jeffrey N. Funke 1410 W. Superior Chicago, IL 60622 Bankruptcy Case No.: 10-00682 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Robert A. Habib, Esq. Law Office of Robert Habib 77 W. Washington Street, Suite 411 Chicago, Il 60602 Tel: (312) 201-1421 Fax: (312) 673-2110 Email: robert_habib@hotmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb10-00682.pdf The petition was signed by Mr. Funke. JOANNE SANDBLOM: Sec. 341 Creditors Meeting Set for Feb. 12 ----------------------------------------------------------- The U.S. Trustee for Region 11 will convene a meeting of Joanne M. Sandblom's creditors on February 12, 2010, at 11:00 a.m. at 308 West State Street, Room 40, Rockford, IL 61101. 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. Algonquin, Illinois-based Joanne M. Sandblom filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ill. Case No. 10-70005). Ms. Sandblom's affiliates, Boulevard Shoppes, LLC, and Oakridge Development Co., each filed bankruptcy petitions last year. James E. Stevens, Esq., at Barrick, Switzer, Long, Balsley & Van Ev, assists Ms. Sandblom in her restructuring effort. Ms. Sandblom listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. JOHN RIDGWAY: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: John Ridgway 29652 Cuthbert Rd. Malibu, CA 90265 Bankruptcy Case No.: 10-10138 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Johnathan B. Hewko, Esq. Mesa Law Group Corp 3151 Airway Ave Costa Mesa, CA 92626 Tel: (714) 617-7592 Fax: (714) 557-2996 Email: jhewko@mesalawgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Ridgway's petition, including a list of his 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10138.pdf The petition was signed by Mr. Ridgway. JOSEPH GILCHRIST: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Joseph Robert Gilchrist filed with the U.S. Bankruptcy Court filed for the Northern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,203,349 B. Personal Property $797,018 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $21,600,237 E. Creditors Holding Unsecured Priority Claims $230,165 F. Creditors Holding Unsecured Non-priority Claims $16,063,272 ----------- ----------- TOTAL $11,000,367 $37,893,674 Pensacola, Florida-based Joseph Robert Gilchrist -- aka Joseph R. Gilchrist and Joe Gilchrist -- filed for Chapter 11 bankruptcy protection on December 14, 2009 (Bankr. N.D. Fla. Case No. 09- 32501). John E. Venn, Esq., who has an office in Pensacola, Florida, assists the Debtor in his restructuring effort. The Debtor listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. KERRY SEWARD HIX: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Joint Debtors: Kerry Seward Hix Margaret Sue Hix aka Sue Hix 940 Piney Hill Road Chatsworth, GA 30705 Bankruptcy Case No.: 10-40091 Chapter 11 Petition Date: January 9, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Rome) Debtors' Counsel: Michael D. Hurtt, Esq. Finn & Hurtt PO Box 1304 Dalton, GA 30722-1304 Tel: (706) 226-5426 Email: mikehurtt@windstream.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $8,442,000, and total debts of $2,677,660. The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. KIRBY AVENUE: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Kirby Avenue Realty Holdings, L.L.C. 237 South Street Morristown, NJ 07962 Bankruptcy Case No.: 10-10284 Chapter 11 Petition Date: January 6, 2010 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Morris S. Bauer, Esq. Norris McLaughlin & Marcus, PA PO Box 5933 Bridgewater, NJ 08807-5933 Tel: (908) 722-0700 Fax: (908) 722-0755 Email: msbauer@nmmlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 19 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/njb10-10284.pdf The petition was signed by Lawrence S. Berger, manager of the Company. LAMAR ARBORS: Files Schedules of Assets and Liabilities ------------------------------------------------------- Lamar Arbors, LLC, filed with the U.S. Bankruptcy Court filed for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $19,800,000 B. Personal Property $1,408,845 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,630,119 E. Creditors Holding Unsecured Priority Claims $395,352 F. Creditors Holding Unsecured Non-priority Claims $4,881 ----------- ----------- TOTAL $21,208,845 $14,030,352 Lamar Arbors, LLC, filed with the Bankruptcy Court an amended list of its largest unsecured creditors, naming: Creditor Nature of Claim Amount of Claim -------- --------------- --------------- TDLR Elevator Equipment $4,000 P.O. Box 12157 Inspection Austin, TX 78711-2157 Principle Equity Federal Express, Bank Fees, $881 Properties, L.P. Document Fees 10777 NW Freeway, Suite 850 Houston, TX 77092 Lamar A Houston, Texas-based Lamar Arbors, LLC, filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Texas Case No. 09-47641). Rakhee V. Patel, Esq., at Pronske & Patel, P.C., assist the Company in its restructuring effort. The Company listed $17,148,208 in assets and $15,119,946 in liabilities. LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Larry Baggs 433 Bloomingdale Court Las Vegas, NV 89144 Bankruptcy Case No.: 10-10247 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtors' Counsel: Charles T. Wright, Esq. Piet & Wright 3130 S. Rainbow Blvd., Ste. 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 Email: todd.wright@pietwright.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 According to the schedules, the Company has assets of $1,107,278, and total debts of $466,376. A full-text copy of Mr. Baggs's petition, including a list of his 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-10247.pdf The petition was signed by Mr. Baggs. LBJ LAKEFRONT: Sec. 341 Creditors Meeting Set for Feb. 2 -------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of LBJ Lakefront Inc.'s creditors on February 2, 2010, at 3:30 p.m. at Austin Room 118, Homer Thornberry Bldg., 903 San Jacinto, Austin, TX 78701. 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. Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case No. 10-10023). Mark Curtis Taylor, Esq., at Hohmann, Taube & Summers, 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. LBJ LAKEFRONT: Taps Hohmann Taube as Bankruptcy Counsel ------------------------------------------------------- LBJ Lakefront, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the Western District of Texas to employ Hohmann, Taube & Summers, L.L.P., as bankruptcy counsel. Hohmann Taube will, among other things: (a) advise the Debtor as to its rights and responsibilities; (b) take all necessary action to protect and preserve the estate of the Debtor including, if necessary, the prosecution of actions or adversary or other proceedings on the Debtor's behalf; (c) develop, negotiate and promulgate the Chapter 11 plan for the Debtor and prepare the disclosure statement; and (d) prepare on behalf of the Debtor all necessary applications, motions, and other pleadings and papers in connection with the administration of the estate Hohmann Taube will be paid based on the hourly rates of its personnel: Attorneys $170-$500 Paralegal $75-$150 Mark C. Taylor, a partner of Hohmann Taube, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case No. 10-10023). Mark Curtis Taylor, Esq., at Hohmann, Taube & Summers, 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. LEHMAN BROTHERS: Metavante Seeks Reversal in Lehman Swap Dispute ---------------------------------------------------------------- Law360 reports that Metavante Corp. has asked a federal court to reverse a bankruptcy judge's ruling that it owed Lehman Brothers Special Financing Inc. more than $6.6 million under a 2007 swap agreement, which Metavante claims it was entitled to terminate when Lehman went bankrupt. Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVEL 3: Fitch Affirms Issuer Default Rating at 'B-' ---------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating assigned to Level 3 Communications, Inc., and its wholly owned subsidiary Level 3 Financing, Inc., at 'B-'. In addition, Fitch has affirmed the specific issue and recovery ratings within LVLT's capital structure as outlined below. Fitch has assigned a 'B+/RR2' rating to the 10% senior notes due 2018 issued by Level 3 Financing, Inc. Lastly, Fitch has revised LVLT's Rating Outlook to Stable from Positive. Approximately $6.3 billion of debt as of Sept. 30, 2009, is affected by Fitch's action. Proceeds from Level 3 Financing, Inc.'s note issuance are expected to fund a cash tender offer for the company's 12.25% senior notes due 2013 (12.25% notes). As of Sept. 30, 2009, $550 million aggregate principal amount of the 12.25% notes was outstanding. The company anticipates that any of the 12.25% notes that remain outstanding following the settlement of the tender will be redeemed on March 15, 2010, in accordance with the note's indenture. In conjunction with the tender offer, Level 3 Financing, Inc., is soliciting consents from holders of its 12.25% notes to amend the indenture dated as of March 14, 2006 (as supplemented on various dates) governing the notes. More specifically, the company is seeking to remove substantially all of the covenants, certain repurchase rights and events of default contained in the indenture governing the 12.25% notes. The revision of LVLT's Rating Outlook to Stable reflects the slower than anticipated pace of LVLT's credit profile improvement. The effects of the economic recession, including higher customer churn, lower demand from remaining customers along with a lengthening or delayed sales cycle, has led to steeper than expected revenue declines within the company's communication services segment. Within LVLT's key Core Network Services Segment reduced demand for transport and infrastructure services as customers continue to groom their own networks and delay purchases of additional services or network capacity continues to hinder the company's ability to grow revenues. While Fitch acknowledges the success LVLT has experienced managing its cost structure to maintain gross and EBITDA margins, EBITDA and free cash flow growth has not matched Fitch's expectations or led to the anticipated strengthening of LTLV's credit profile. In turn, the weaker operating performance has led to higher than expected leverage. LVLT's leverage metric as of Sept. 30, 2009, adjusted for LVLT's $275 million issuance of its 7% convertible senior notes due 2015 and the transactions related to LVLT's proposed tender for Level 3 Financing, Inc.'s 12.25% notes was near 7.0 times. Importantly, Fitch expects the lingering effects of the recession, particularly higher unemployment, coupled with the tendency for the demand for telecommunication services to lag economic recovery will likely delay material improvement of LVLT's operating and credit profile into 2011. Fitch anticipates that LVLT's leverage will remain consistent with current levels during 2010 and improve somewhat during 2011. As of year end 2011 Fitch expects LVLT's leverage to decline to below 6.5x. Fitch believes that LVLT's credit profile is firmly positioned within the current rating category. Although LVLT's free cash flow (defined as cash flow from operations less capital expenditures and dividends) generation, which has amounted to $53 million during the first nine months of 2009, has improved when compared with the comparable period in 2008, the company has failed to generate positive free cash flow during the first three quarters of 2009 as expected when Fitch established LVLT's Positive Rating Outlook. Fitch notes that the company expects to be free cash flow neutral during 2009 in aggregate; however, the company's improved free cash flow performance year to date is largely attributable to reduced capital expenditures and improved working capital management. In step with revenue declines experienced during 2009, year to date capital expenditures through Sept. 30, 2009 have declined 32% compared with the same period last year. As LVLT's capital expenditures are largely success based, Fitch believes that as revenue growth returns, capital expenditures will increase both in absolute terms and as a percent of revenues. In Fitch's opinion, free cash flow generation during 2010 will largely be predicated on the timing and intensity of an economic recovery and LVLT's ability to increase revenues and drive operating margin improvements. Fitch expects that LVLT's free cash flow generation profile will continue to improve during the ratings horizon, albeit at a much slower pace than originally expected. During 2010 Fitch expects that LVLT will generate less than $50 million of free cash flow. Fitch recognizes that the series of capital market transactions executed by LVLT during 2009 have alleviated the refinancing risk associated with LVLT's maturity profile while improving the company's financial flexibility and liquidity position. Fitch believes that LVLT's existing cash balance, which totalled $806 million as of Sept. 30, 2009, on a pro forma basis (adjusted for LVLT's issuance of 7% senior convertible notes due 2015), together with Fitch's expectation that LVLT generate a modest level of free cash flow during 2010 and 2011 adequately positions the company to satisfy 2010 and 2011 scheduled maturities which total approximately $596 million. Refinancing risk related to the 2012 scheduled maturities totaling approximately $304 million remains present within LVLT's credit profile. However, as demonstrated by LVLT in addressing the once sizeable 2010 and 2011 maturities, Fitch expects the company to maintain access to the capital markets and bring the scheduled maturities in line with existing liquidity resources and free cash flow expectations. LVLT's tender for the 12.25% notes (and expected redemption of non-tendered notes) reduce sizeable 2013 scheduled maturities to approximately $698 million. Overall, Fitch's ratings incorporate LVLT's highly levered balance sheet, and the company's ability to capture operating synergies and leverage its network capabilities derived from past acquisitions to improve its competitive position. Moreover, the ratings reflect LVLT's improved liquidity position and Fitch's expectation that the company will generate nominal free cash flow during 2010 and 2011. Ratings concerns center on LVLT's weaker competitive position relative to larger and better capitalized market participants and LVLT's ability to recapture the revenue growth momentum based on demand for the company's services and stable pricing environment while maintaining operating margins. Positive rating actions will likely be considered as the company re-establishes sustainable revenue growth which Fitch expects would lead to margin expansion, free cash flow generation and strengthening credit protection metrics including driving leverage below 6.5x. Negative rating actions would stem from non-core, leveraging merger and acquisition activity, debt financed shareholder friendly actions, revenue declines that are larger and more persistent than expected, operating margin compression, and elevated liquidity or refinancing risks. Fitch notes that weaker operating results experienced by LVLT during the course of 2009 put recovery ratings at the lower end of the 'RR2' recovery ratings assigned to the senior notes issued by Level 3 Financing, Inc. and the 'RR5' recovery rating assigned to the senior convertible notes issued by LVLT. Continued erosion of LVLT's operating profile during 2010 may lead to lowering the recovery ratings and the issue specific ratings assigned to the debt issued by Level 3 Financing, Inc. and LVLT. Fitch has affirmed these ratings: LVLT -- IDR at 'B-'; -- Senior unsecured notes at 'CCC/RR5'; -- Senior subordinated notes at 'CC/RR6'. Level 3 Financing, Inc. -- IDR at 'B-'; -- Senior secured term loan at 'BB-/RR1'; -- Senior unsecured notes at 'B+/RR2'. LEXINGTON PRECISION: Creditors Plan Won't Be Heard January 25 ------------------------------------------------------------- The secured creditors of Lexington Precision Corp. and Lexington Rubber Group Inc., ask the U.S. Bankruptcy Court for the Southern District of New York to remove their proposed disclosure statement and plans from the agenda for hearing on January 25, 2010, at 10:00 a.m. (prevailing Eastern Time.) Capital Source Finance, LLC, and CSE Mortgage LLV, as agents for the prepetition credit and security agreements, previously asked the Court to approve these: -- the Chapter 11 Plan of prepetition secured lenders as to Lexington Precision Corporation; -- the Plan of prepetition secured lenders as to Lexington Rubber Group, Inc.; and -- the proposed disclosure statement for the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LEXINGTONPRECISION_CreditorsDS.pdf A full-text copy of the Chapter 11 Plan is available for free at http://bankrupt.com/misc/LEXINGTONPRECISION_CreditorsPlan.pdf About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LITHIUM TECHNOLOGY: Names Timothy Ryder as Chief Financial Officer ------------------------------------------------------------------ Lithium Technology Corporation appointed Timothy Ryder as chief financial officer effective Jan. 4, 2010. The appointment formally splits the CFO and CEO positions jointly held by Theo M.M. Kremers for the past fourteen months. Mr. Kremers will focus his efforts on the company's strategic planning, and Mr. Ryder will combine the CFO function with his General Manager responsibilities. "I'm very pleased that Tim will further the growth and development of LTC in the US," says Mr. Kremers. "The accounting team did a tremendous job overseeing the company's filings and getting them current with the regulator. The next frontier is to appropriately embed operational reporting and continue our efforts to improve operational performance." Having previously worked together at several companies, Messrs. Kremers and Ryder have established a track record of successful collaboration. At MARC Global Inc, Mr. Kremers was Founder and CEO while Mr. Ryder served as Corporate Secretary. When Mr. Kremers was Chairman and CEO of Excelergy, Mr. Ryder was the company's CFO. Mr. Ryder has a degree in mathematics from The Citadel and an MBA from the Darden School at the University of Virginia. About Lithium Technology Based in Plymouth Meeting, Pennsylvania, Lithium Technology Corporation is engaged in continuing contract development and limited volume production, in both the United States and Germany, of large format lithium-ion rechargeable batteries used as power sources in advanced applications in the national security, transportation and stationary power markets. The Company has moved from a development and pilot-line production company to a small production business with its lithium-ion rechargeable batteries. At September 30, 2009, the Company had $10,547,000 in total assets against total current liabilities of $12,691,000, and long term debt of $12,231,000, resulting in stockholders' deficit of $14,375,000. Since inception, the Company has incurred substantial operating losses and expect to incur additional operating losses over the next several years. As of September 30, 2009, the Company had an accumulated deficit of $144,603,000. The Company has financed operations since inception primarily through equity financings, loans from shareholders and other related parties, loans from silent partners and bank borrowings secured by assets. The Company said that its need to raise additional capital to meet working capital needs raises substantial doubt about its ability to continue as a going concern. LUNA INNOVATIONS: Adds Three New Independent Directors ------------------------------------------------------ Luna Innovations Incorporated is adding three independent directors to its Board of Directors. These additions bring Luna back into compliance with the NASDAQ listing qualifications requirement that a company must have a minimum of three independent directors. The election of these new directors will be effective upon Luna's emergence from Chapter 11 reorganization. Jonathan Cool has been Managing Director at the Emerging Economies Health Care Fund and a General Partner at Foundation Medical Partners, a venture fund affiliated with the Cleveland Clinic. Prior to this, Cool held senior management positions in several device, diagnostic and biopharmaceutical companies including Human Genome Sciences, Molecular Devices and BioDTX and has served as a board member at multiple companies including CardioNet, Immunicon, Zetek and iCache. Warner Dalhouse is retired Chairman of the Board of Dominion Bankshares Corporation. He was formerly Chairman and Chief Executive Officer of First Union National Bank of Virginia. He currently serves as director of Carilion Clinic, the Taubman Museum of Art and the Virginia Tech Carilion School of Medicine. John Williamson, III, is Chairman and Chief Executive Officer of RGC Resources, Inc. (RGCO 30.02, -1.09, -3.50%). He is a member of the Board of Directors of Botetourt Bankshares, Inc. and Optical Cable Corporation. "Luna is very excited to announce the addition of these three new directors," said Kent Murphy, Luna's President and CEO. "These individuals all add different experiences and expertise that will benefit Luna as the Company continues to grow and meet the challenges of the future. We look forward to working closely with them and benefitting from their collective insights and experience." The NASDAQ Listing Qualifications Panel granted Luna's request for continued listing on The NASDAQ Capital Market pursuant to an extension through January 13, 2010. The Panel's decision requires the Company to demonstrate compliance with all applicable requirements for initial listing on The NASDAQ Capital Market upon its emergence from Chapter 11 reorganization. The requirement of three independent directors has been satisfied with the addition of these new board members, bringing the Company's number of independent board members to a total of five. In addition to the above changes, as it exits Chapter 11 reorganization, the Board has determined to adopt an emerging best practice in corporate governance by having an independent director assume the role of Chairman of the Board. This change also serves to bring Luna into compliance with a new SEC disclosure requirement going into effect in 2010. Richard Roedel, who is currently serving as Lead Independent Director and has served on the Company's Board of Directors since 2005, will assume the role of Chairman effective immediately. About Luna Innovations Headquartered in Roanoke, Virginia, Luna Innovations Inc. (NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on sensing and instrumentation, and pharmaceutical nanomedicines. Luna develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. Luna's products are used to measure, monitor, protect and improve critical processes in the markets it serves. Luna Innovations in July 2009 filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Virginia. LUNA INNOVATIONS: Posts Fourth Quarter Operating Results -------------------------------------------------------- Luna Innovations Incorporated disclosed preliminary results of operations for the fourth quarter of 2009, to be followed by a conference call at 1:30 p.m. Eastern Time. The Company cautions that the preliminary estimates of financial results are prior to the completion of the Company's closing of its books and records for the fourth quarter of 2009 and have not been audited. These estimates are subject to modification in the course of completing the Company's closing of its books and records and annual financial statement audit. The Company expects to announce for the fourth quarter of 2009: Q4 2009 Range Q4 2008 Actual Revenue: Technology Development $5.3MM - $5.5MM $6.0MM Product & License $2.9MM - $3.1MM $1.4MM Total Revenue $8.2MM - $8.6MM $7.4MM Gross Margin $3.0MM - $3.2MM $2.3MM Gross Margin % 37% 31% Net Income/ (Loss) $23.5MM - $24.0MM (1) ($2.2MM) Adjusted EBITDA Exc. Litigation $0.5MM - $1.0MM (2) <$0.1MM (1) Expected net income for the fourth quarter of 2009 includes the adjustment of amounts accrued in the first quarter of 2009 as a reserve for potential loss in the Company's litigation with Hansen Medical. The settlement reached with Hansen Medical includes issuance of a secured note in the amount of $5 million and approximately 1.3 million shares of the Company's common stock to Hansen upon the Company's emergence from Chapter 11. The Company had previously accrued approximately $36.3 million related to this matter. The estimated net income for the fourth quarter of 2009 includes an estimated value of this stock issuance at a price per share of $4.50, the closing price of the Company's common stock on Friday, January 8, 2010. Accordingly, in addition to other adjustments that may arise as a result of the Company's completing the closing of its books and audit of its financial statements, net income will be impacted by changes in the per share value of the Company's common stock between such date and the date upon which the shares are issued. (2) A reconciliation of the Company's estimate of Adjusted EBITDA Excluding Litigation is provided in the attached schedule. About Luna Innovations Headquartered in Roanoke, Virginia, Luna Innovations Inc. (NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on sensing and instrumentation, and pharmaceutical nanomedicines. Luna develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. Luna's products are used to measure, monitor, protect and improve critical processes in the markets it serves. Luna Innovations in July 2009 filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Virginia. LUNA INNOVATIONS: Emerges from Chapter 11 Reorganization -------------------------------------------------------- Luna Innovations Incorporated announced January 12 that it has emerged from Chapter 11 reorganization, less than six months after filing. The Honorable William F. Stone, Jr. of the U.S. Bankruptcy Court for the Western District of Virginia, Roanoke Division, confirmed the company's Joint Plan of Reorganization on Jan. 12, 2010. Luna's reorganization plan provides that Luna's creditors will receive a 100% recovery on their valid claims and that Luna's current shareholders will retain their shares. Luna voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on July 17, 2009, in response to a potential negative outcome in its litigation with Hansen Medical, Inc. The two companies reached a settlement in December 2009, resolving the outstanding litigation between them. The settlement resulted in a development and supply agreement between Luna and Hansen, and a license of Luna's fiber optic shape sensing technology to Hansen in the fields of medical robotics and certain medical non- robotics. "Thank you to our customers, shareholders, partners and vendors for standing by us during this trying time," stated Kent Murphy, Chief Executive Officer. "A special thanks goes to our employees for continuing to stay focused and providing our customers with excellent service and products during this difficult time. From the outset, our intent during this restructuring has been to continue to serve our customers, keep the pace of our key development initiatives, maintain employment at our four facilities in Virginia, settle with Hansen, provide our creditors with a full recovery on their valid claims, and allow current shareholders to retain their shares. Today, we can say we succeeded in those goals and did so in a relatively short time frame. Emerging from Chapter 11 will allow Luna to move forward on developing technologies that will provide tremendous value for our partners and customers. In addition, we appreciate Intuitive Surgical for its support and agreement, which was required to reach settlement, and Hansen for working hard to reach agreeable terms." About Luna Innovations Headquartered in Roanoke, Virginia, Luna Innovations Inc. (NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on sensing and instrumentation, and pharmaceutical nanomedicines. Luna develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. Luna's products are used to measure, monitor, protect and improve critical processes in the markets it serves. Luna Innovations in July 2009 filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Virginia. LYONDELL CHEMICAL: Sponsors Oppose Broader Scope for Examiner ------------------------------------------------------------- Law360 reports that potential sponsors of an equity rights offering by Lyondell Chemical Co. have rejected as "harassment" the unsecured creditors committee's latest motion to expand the scope of an examiner's investigation. 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: Akzo Nobel Wants Prompt Decision on Pact ----------------------------------------------------------- Pursuant to Section 365(d)(2) of the Bankruptcy Code and Rule 6006 of the Federal Rule of Bankruptcy Procedure, Akzo Nobel Paints LLC seeks an order compelling Debtor Millennium Holdings, LLC, to file a motion to assume or reject a certain Amended Purchase Agreement, and to deem the APA to be rejected in the event the Debtor fails to file a motion by the proposed deadline. In 1986, a corporate predecessor of Akzo Nobel purchased assets from a corporate predecessor of Millennium. The agreement that governs the purchase was amended in 2000. Among the assets that were sold was the stock of an entity then known as HSCM-6, Inc., which owned portions of the business of "developing, manufacturing, marketing, selling, licensing and distributing paints, industrial coatings, resins, caulkings and adhesives in the United States, its territories and possessions and Canada," including certain "Glidden" and "Macco" products, Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York, relates. Millennium is the successor to the rights and obligations of the entity that was the "Seller" under the APA, and Akzo Nobel is the successor to the rights and obligations of the "Buyer" and indemnification rights of HSCM-6, Inc. The APA includes indemnities relating to environmental, product safety, product liability, warranty and other issues. Some of these indemnification provisions run in favor of Millennium and some run in favor of Akzo Nobel. The APA remains in force, according to Mr. Wiles. Mr. Wiles asserts that the APA is a contract pursuant to which performance remains open on both sides and it is, therefore, an executory contract for purposes of Section 365 of the Bankruptcy Code. Millennium has neither accepted nor rejected its obligations under the APA, he says. Although Millennium has not assumed or rejected the APA, the parties nevertheless are engaged in active litigation over their rights and obligations under the indemnification provisions of the APA. In March 2008, Millennium filed an action against Akzo Nobel in New York State Supreme Court captioned "Millennium Holdings LLC v. The Glidden Company, n/k/a Akzo Nobel Paints LLC," seeking declaratory relief and indemnification for losses, net of insurance, related to the Debtor's defense of lawsuits claiming damages from exposures to lead pigments. Mr. Wiles notes that Akzo Nobel did not purchase the "lead pigments" businesses of Millennium and its affiliates, and Akzo Nobel denies that it has any liability for those matters. In addition, Akzo Nobel also filed a proof of claim in June 2009 relating to Millennium's obligations to indemnify and hold Akzo Nobel harmless from and against certain environmental liabilities, claims and expenses. Although the claim arises under an executory contract, Akzo Nobel filed the proof of claim as a precautionary measure to avoid any dispute over the timeliness of the claim. Millennium has objected to the Claim, but only insofar as it relates to six of the 137 sites referenced in the Claim. Akzo Nobel is incurring considerable legal expense defending itself against the State Court Action and responding to the Objection, Mr. Wiles tells the Court. He adds that a rejection of the APA by Millennium would render the State Court Action moot. The rejection and repudiation of Millennium's obligations would constitute a material breach excusing future performance by Akzo Nobel, he notes. On the other hand, an assumption of the APA by Millennium would render the Objection moot. If the APA is assumed, all of Millennium's obligations thereunder will be ongoing obligations of the Debtor and of any of its post-bankruptcy successor. In that event, Akzo Nobel's claims would not be subject to the provisions of Section 502 of the Bankruptcy Code, which applies only to prepetition claims, Mr. Wiles says. Mr. Wiles notes that the Debtors' proposed plan of reorganization and disclosure statement do not refer to the APA. Millennium also has not specified whether it intends to assume or reject its ongoing obligations under the APA. Millennium will not be prejudiced by a deadline to assume or reject the APA, says Mr. Wiles. Moreover, the Debtor has had ample time to assess the value of the APA and to determine whether to assume or reject it, Mr. Wiles tells the Court. Debtors Respond On behalf of the Debtors, David F. Williams, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, clarifies the APA is actually comprised of two separate contracts: (1) a 1986 Purchase Agreement, by which a predecessor of Millennium sold the Glidden business to a predecessor of Akzo for $560 million; and (2) a 2000 Settlement Agreement, whereby the parties settled a lawsuit filed in 1994 regarding the application of the environmental indemnity provisions of the 1986 Purchase Agreement by reaching a new agreement allocating environmental cleanup responsibilities between the parties for hundred of named sites Mr. Williams stresses that the intended effect of forcing the Debtors to assume the multiple contracts comprising the APA would convert its $73 million unsecured environmental claim into a secured claim. Conversely, Akzo's intended effect of compelling the Debtors' rejection of the APA is to eliminate Akzo's liability exposure in the New York Lead Indemnity Action filed by Millennium against Akzo arising from the 1986 Purchase Agreement. Mr. Williams, thus, contends that the Debtors are not required to assume or reject the contracts as neither may be assumed or rejected under Section 365 of the Bankruptcy Code. Even if the Court determines that one or both of these contracts are executory contracts, Akzo has not and cannot demonstrate any basis for compelling a decision by the Debtors to assume or reject prior to confirmation of a plan of reorganization in the Debtors' Chapter 11 cases, he maintains. Thus, the Debtors ask the Court to deny Akzo's Motion to Compel. Akzo Insists on Request On behalf of Akzo, Mr. Wiles points out that there is nothing inequitable about compelling Millennium to accept or reject the burdens and benefits of its bargain together. He insists that the 2000 Settlement Agreement and its attachments are amendments to the 1986 Purchase Agreement. Far from being a separate agreement, the 2000 Settlement Agreement plainly amended the 1986 Purchase Agreement as to a number of issues, preserved the 1986 Purchase Agreement as to all issues not specifically addressed, and formed an integrated APA that Millennium must assume or reject in its entirety, he explains. Any doubt about the fact that the parties' obligations are governed by a single agreement is eliminated by a Novation Agreement, which substituted new parties for the original parties to the 1986 Purchase Agreement, and which thus discharged the original 1986 Purchase Agreement, he points out. Moreover, Mr. Wiles argues that the parties' actions leave no doubt that the APA is an executory contract, with material ongoing performance obligations on both sides. Akzo is actively indemnifying Millennium, including with respect to numerous environmental remediation sites. Millennium was actively indemnifying ANP, including with respect to numerous environmental remediation sites, until the commencement of the Debtors' Chapter 11 cases, he discloses. Thus, without a prompt determination as to whether to assume or reject the APA, Akzo has no safeguards against the litigation expenses that it will continue to incur in connection with disputes that may be mooted, he maintains. Accordingly, Akzo asks the Court to set a deadline for the filing of a motion by Millennium to assume or reject the APA. ANP also asks the Court to deem the APA rejected unless Millennium files a timely motion to assume the APA. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGNA ENTERTAINMENT: Reaches Agreement with Creditors Committee --------------------------------------------------------------- MI Developments Inc. and its subsidiary MID Islandi sf. 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. 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 ("MJC"), 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. Plan by January February 12 Bill Rochelle at Bloomberg News reports that Magna Entertainment. announced before the Bankruptcy Court that a settlement was reached where unsecured creditors will receive at least $96.5 million under a reorganization plan while the existing owners would retain Santa Anita and Golden Gate Fields in California and Gulfstream Park in Florida. The Plan will settle a lawsuit filed by the Official Committee of Unsecured Creditors against the Company's officers and directors, including Frank Stronach who had been the chief executive. According to the report, the Plan, which is to be filed by Feb. 12, will be financed in part by the sale of Pimlico and Laurel Park in Maryland. An auction for the Maryland parks is currently scheduled for Jan. 21 after having been postponed. The Committee, representing unsecured creditors with up to $260 million in debt, said it had evidence showing that the officers and directors breached their fiduciary duties by "refusing to sell, or even actively market" the assets when they knew their "duties required them to do so." 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. MESA AIR: Has Interim Nod to Pay Prepetition Taxes & Fees --------------------------------------------------------- Pursuant to Sections 105(a), 363(b), and 507(a) of the Bankruptcy Code, Mesa Air Group Inc. and its units ask the Court, in their sole discretion, to (i) pay any taxes and fees that arose before the Petition Date, including those subsequently determined upon audit, or otherwise, to be owed prepetition, and (ii) direct the banks to receive, process, honor and pay checks or electronic transfers used by the Debtors to pay Taxes and Fees. In connection with the normal operation of their businesses, the Debtors collect, withhold and incur sales, use, transportation, excise, immigration, fuel and employment taxes, as well as other fees and charges. The Debtors remit Taxes and Fees to various federal, foreign, state and local government, and taxing, licensing and airport authorities. The Taxes and Fees are remitted by the Debtors through checks and electronic transfers that are processed through their banks and other financial institutions. Most of the Taxes and Fees collected prepetition are not property of the Debtors' estates and must, for that reason, be turned over to the Governmental Authorities. To the extent that the Taxes and Fees are not actually property of the Governmental Authorities, they may well give rise to priority claims, according to Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York. The Debtors seek to pay prepetition Taxes and Fees in order to forestall Governmental Authorities from taking actions that might interfere with the Debtors' successful reorganization, including possibly bringing personal liability actions against directors, officers and other employees in connection with non-payment of Taxes and Fees, Ms. Bove relates. Actions against the Debtors' directors, officers and other employees would likely distract key personnel, whose full-time attention to the Debtors' reorganization efforts is required, and would likely cause potential business disruptions. Any business disruptions would likely erode the Debtors' customer base and negatively impact these Chapter 11 cases, Ms. Bove tells the Court. Taxes and Fees (1) Federal Transportation Tax Pursuant to Sections 4261 and 4271 of the Internal Revenue Code, the Debtors are responsible for the collection of certain excise taxes related to air transportation, and remit these to the relevant Governmental Authorities on a monthly basis. The Transportation Taxes are reduced by the amount of the refund credited to the Debtors on account of paid Fuel Taxes. (2) Federal Fuel Tax The Internal Revenue Code also imposes excise taxes on the purchase of aviation fuel. The Debtors make payments for Fuel Taxes only in instances in which they themselves purchase fuel. Under certain code-share agreements, the Debtors receive certain reimbursement payments per month for fuel they purchase from code-share partners. The Debtors have code-share agreements with Us Airways, Inc., United Airlines, Inc., and Delta Air Lines, Inc. The Debtors do not pay any Fuel Taxes in connection with fuel purchased for their code-share flights with Delta, which arranges and purchases all fuel in connection with those flights. The Debtors purchase their own fuel for flights operated by go! Mokulele. The Debtors also file quarterly tax returns pursuant to which they receive refunds from the IRS. The Debtors expect to receive an aggregate refund in the amount of approximately $1,691,085 on account of Fuel Taxes incurred during the month of December 2009 and, accordingly, believe that no amount will be due on account of Fuel Taxes as of the Petition Date. In addition, the refund will be applied to reduce Transportation Taxes incurred during the fourth quarter 2009 in the amount of approximately $926,630. Accordingly, no amounts are due in connection with Transportation Taxes as of the Petition Date. (3) Airport Fees and Passenger Charges The Debtors are also responsible for the collection of various taxes related to customs, immigration, passenger services and security. Certain of these taxes and fees collected before the Petition Date have not yet been remitted. The Debtors seek authority to pay secured prepetition fees owed to airport authorities and U.S. Customs authorities. A failure to pay these fees at the outset of the bankruptcy cases will result in the Debtors' estates needlessly incurring additional costs as parties exercise their rights under certain surety bonds and letters of credit; charge fees to the Debtors; and, in some instances, instigate litigation to enforce their rights, Ms. Bove says. Pursuant to the Debtors' code-share agreements, the Debtors are reimbursed by their code-share partners for landing fees paid by the Debtors in connection with flights they operate under those agreements. As of the Petition Date, the Debtors owe approximately $2,530,000 in landing fees to certain airport authorities for the month of December 2009. The Debtors are scheduled to remit those amounts to the airport authorities in mid-January 2010. The Debtors seek authority, in their discretion and as necessary to avoid interruption in their business, to pay landing fees for which code-share partners owe a reimbursement obligation. (4) Sales Use and Other Taxes The Debtors also collect or incur various general sales and use taxes. The Debtors also collect, withhold or incur various other taxes, fees and charges, state and local taxes imposed on overall gross receipts, franchise taxes, corporate income taxes, real and personal property taxes, state and local fuel excise taxes, local tourism taxes, charges in connection with the importation of goods, business and liquor license fees and other similar federal, state or local taxes, charges and fees. The Debtors are required to remit the Sales and Use Taxes and the Other Taxes to the applicable Governmental Authorities on a periodic basis. Approximately $402 in Sales and Use Taxes have been incurred or collected by the Debtors before the Petition Date. This has not yet been remitted to the relevant Governmental Authorities but will be as they come due. Approximately $6,127,038 in Other Taxes have been incurred, withheld or collected by the Debtors before the Petition Date. Certain portions of the Other Taxes are not due until after the Petition Date. Amounts incurred on account of the Other Taxes have not yet been remitted to the relevant Governmental Authorities but will be as they come due. Taxes and Fees due as of the Petition Date: Transportation Tax $0 Fuel Tax 0 Airport Fees and Passenger Charges 2,530,000 The Debtors pay the Governmental Authorities on a periodic basis with funds drawn by checks or by means of electronic fund transfers. Before the Petition Date, certain Governmental Authorities were sent Checks or Electronic Transfers for these obligations that may not have cleared as of the Petition Date. To the extent any Check or Electronic Transfer has not cleared the Banks as of the Petition Date, the Debtors seek authorization, in their sole discretion, to direct the Banks to receive, process, honor and pay the Checks or Electronic Transfers. If the Governmental Authorities have not received payment for Taxes and Fees owed, the Debtors seek authority to issue replacement Checks, re-issue Electronic Transfers or otherwise make payment to the Governmental Authorities. * * * Judge Martin Glenn has entered an interim order granting the Motion on an interim basis. The Debtors are authorized, but not directed, in their sole discretion to pay Taxes and Fees. The Debtors are authorized in their sole discretion to direct the Banks to receive, process, honor and pay any and all Checks or Electronic Transfers drawn on the Debtors' accounts to pay the Taxes and Fees, whether those checks were presented prior to or after the Petition Date, provided that sufficient funds are available in the applicable accounts to make the payments. 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 Nod to Keep go! Mokulele Program ---------------------------------------------- Prior to the Petition Date and in the ordinary course of their business, in relation to the go! Mokulele operations, Mesa Air Group Inc. and its units offered and engaged in certain customer and other programs and practices to develop and sustain a positive reputation in the marketplace for this business, to engender customer loyalty, and to enhance revenue. The Debtors own 75% of a joint venture Mo-Go, LLC, to provide Hawaii inter-island airline service under the go! and Mokulele brand names. Pursuant to a Services Agreement entered in October 2009 by Mesa Airlines, Inc., Mo-Go and Republic Airways Holdings, Inc., Mesa operates all go! jet flights and provides related services on behalf of the joint venture, including ticketing, marketing, reservation, check-in, security, and customer services. More specifically, pursuant to the Mo-Go Services Agreement, the Debtors remit to Mo-Go any adjusted collections (on a net basis) from the go! operations, after deducting for certain operating and business expenses (excluding the pro rata portion of certain expenses which is the Debtors' responsibility under the joint venture arrangement). However, if the go! business operates at a loss for the applicable period, the joint venture partners, including the Debtors, are required to make up for the shortfall on a pro rata basis up to certain limits. In effect, because the Debtors hold a 75% interest in the joint venture, they backstop any go! operating losses. Thus, Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, asserts that the Customer Programs directly impact the go! business, the strength and competitiveness of which, in turn, impact (i) the reimbursement and funding obligations of the Debtors pursuant to the Mo-Go Services Agreement and joint venture arrangement and (ii) the value of the Debtors' stake in Mo-Go. The Customer Programs include, among others, advance ticket sales, ticket refunds, a frequent flyer program, fee waivers, barter arrangements, corporate and government incentive programs, as well as arrangements with tour/vacation operators and sales outlet services. The Customer Programs ensure customer satisfaction, generate goodwill, and address competitive pressures so that the Debtors can retain current customers, attract new customers and ultimately enhance net revenue, Ms. Bove tells the Court. Ms. Bove points out that Mo-Go is not a debtor in these chapter 11 proceedings; however, the Debtors think it is necessary to continue to operate and implement the Customer Programs pursuant to the service provider arrangement with Mo-Go. Ms. Bove adds that the filing of the Chapter 11 cases is likely to negatively affect customers' attitudes and behavior toward the Debtors' services. In particular, the Debtors' goodwill and ongoing business relationships may erode if their customers perceive that the Debtors are unable or unwilling to fulfill the prepetition promises they have made through the Customer Programs, she notes. The same would be true if customers perceived that the Debtors would no longer be offering the types of services or quality of services they have come to expect and upon which they likely relied when purchasing the Debtors' services. Further, the Debtors' competitors may increase their efforts during the pendency of the Chapter 11 cases to lure away go! customers and to create doubts as to the Debtors' ability to emerge successfully from Chapter 11. Accordingly, the Debtors sought and obtained from the Court interim authority (a) perform and honor their prepetition obligations related to the Customer Programs as they deem appropriate, and (b) continue, renew, replace, implement new, and terminate, Customer Programs as they deem appropriate and in the ordinary course of business, without further application to the Court, including making all payments, satisfying all obligations and permitting and effecting all setoffs in connection therewith, whether relating to the period prior or subsequent to the Petition Date. The Debtors also sought and obtained the Court's directive authorizing all applicable banks and other institutions to receive, process, honor and pay any and all checks and fund requests drawn on the Debtors' accounts related to the claims and obligations permitted to be paid by the Debtors, whether those checks and fund requests were presented prior to or after the Petition Date, provided that: (i) funds are available in the Debtors' accounts to cover the checks and fund transfers; and (ii) the applicable banks and other institutions are authorized to rely on the Debtors' designation of any particular check or fund request. The Court also ruled that nothing will be construed to limit, or in any way affect, the Debtors' ability to dispute any claim by any party with respect to any Customer Program. 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 Protocol to Limit Equity Trading to Save NOLs ----------------------------------------------------------- Pursuant to Sections 105, 362, and 541 of the Bankruptcy Code and Rule 3001 of the Federal Rules of Bankruptcy Procedure, Mesa Air Group Inc. and its units seek the Court's authority to establish a notice and hearing procedure, which must be satisfied before certain transfers of claims against, and equity securities in, the Debtors, or any beneficial interest, are deemed effective. The Debtors' net operating loss carryforwards are valuable assets of their estates, which will inure to the benefit of their stakeholders, facilitate their reorganization, and, as property of the estate, are protected by the automatic stay, Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, tells the Court. Unfettered trading in claims and equity securities in the Debtors, with no advance warning of those trades, jeopardizes these assets and, thus, a source of value to the Debtors' stakeholders, she adds. Moreover, unfettered trading may potentially lead to the triggering of "change in control" termination provisions in the Debtors' code-share agreements, unnecessarily putting at risk these critical agreements that the Debtors seek to assume, Ms. Bove says. The Debtors estimate that as of December 31, 2009, they had a consolidated NOL carryforward of approximately $89,503,317. In addition, the Debtors anticipate generating additional NOLs during 2010. Based on current projections, the Debtors expect to use a substantial portion of their NOL carryforwards to offset future income and dramatically reduce their federal income tax liability, subject to certain limitations, Ms. Bove relates. For purposes of Section 382 of the Internal Revenue Code, an ownership change occurs when the percentage of a loss company's equity (measured by value) owned by one or more 5% shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by the shareholders at any time during a three-year rolling testing period. A Section 382 change of ownership before confirmation of a plan would effectively eliminate the Debtors' ability to use their NOL carryforwards and certain other tax attributes, Ms. Bove notes. It is possible that any potential plan of reorganization will involve the issuance of common stock to creditors in satisfaction, either in whole or in part, of the Debtors' prepetition indebtedness. In that event, the Debtors may seek to avail themselves of the special relief afforded by Section 382 for changes in ownership under a confirmed chapter 11 plan, according to Ms. Bove. There is a danger, however, that if the relief requested by the Debtors is not granted, the Debtors could lose the substantial benefits of their NOL carryforwards before their emergence from chapter 11 as a result of continued trading and accumulation of claims by creditors in claims against, and by stockholders in interests in, the Debtors, Ms. Bove says. Accordingly, consistent with the automatic stay, the Debtors need the ability to monitor and possibly object to changes in the ownership of stock and claims to assure that (i) a 50% change of ownership does not occur before the effective date of any Chapter 11 plan in these cases and (ii) for a change of ownership occurring under a Chapter 11 plan, the Debtors have the opportunity to avail themselves of the special relief provided by Section 382 of the Internal Revenue Code. The Debtors propose these Procedures that will protect and preserve the valuable NOLs in excess of $89,000,000, as well as protect the value of the code-share agreements. Procedures for Trading In Securities Any person or entity who currently is or becomes a Substantial Equity Holder -- any person or entity that beneficially owns at least 7,008,689 shares of stock, representing approximately 4% of all issued and outstanding shares on a fully diluted basis -- will file with the Court and serve upon the Debtors and their counsel, a notice of that status. An equity acquisition notice will be filed with the Court and serve on the Debtors and their counsel, describing the intended transaction acquiring the Debtors' equity securities at least 30 calendar days before effectuating any transfer that would result in an increase in the amount of securities owned by a Substantial Equity Holder or that would result in a person or entity becoming a Substantial Equity Holder. An equity disposition notice will be filed with the Court and serve on the Debtors and their counsel, describing the intended transaction disposing of the Debtors' equity securities at least 30 calendar days before effectuating any transfer that would result in a decrease in the amount of securities owned by a Substantial Equity Holder or that would result in a person or entity ceasing to be a Substantial Equity Holder. The Debtors will have 30 calendar days after the actual receipt of a Notice to file with the Court and serve on the entity filing the Notice an objection to any proposed transfer of equity securities on the grounds that the transfer may adversely affect the Debtors' ability to utilize their NOLs or tax attributes as a result of an ownership change under Section 382 or 383 of the IRC, or the Debtors' rights or benefits under the Code-Share Agreements. If an Objection is filed, the proposed transaction will not be effective unless approved by a final and non-appealable order of the Court. The proposed transaction may proceed solely as set forth in the Notice if no Objection is filed or if the Debtors provide written authorization approving the proposed transaction. Further transactions must be the subject of additional notices, with an additional 30-day waiting period. Procedures for Trading In Claims A substantial claimholder is any person or entity that beneficially owns (i) an aggregate principal amount of claims against the Debtors or any controlled entity through which a Substantial Claimholder owns an indirect interest in claims against the Debtors, (ii) a lease or leases under which one or more of the Debtors are lessees and pursuant to which payments are or will become due, or (iii) any combination of both, in each case, in an amount equal to or exceeding $25,000,000. Any person or entity who currently is or becomes a Substantial Claimholder will file with the Court and serve upon the Debtors and their counsel, a notice of that status. A claims acquisition notice describing the intended transaction against the Debtors will be filed at least 30 calendar days before effectuating any transfer of claims that would result in an increase in the amount of aggregate principal claims beneficially owned by a Substantial Claimholder or would result in a person or entity becoming a Substantial Claimholder. A claims disposition notice describing the intended disposition of claims against the Debtors will be filed at least 30 calendar days before effectuating any transfer of claims that would result in the amount of aggregate principal claims beneficially owned by a Substantial Claimholder or would result in a person or entity ceasing to be a Substantial Claimholder. The Debtors will have 30 calendar days after receipt of a Notice to file an objection to any proposed transfer of claims on the grounds that any transfer may adversely affect the Debtors' ability to utilize any of their NOLs or tax attributes after an ownership change under Section 382 or 383 of the IRC. If an Objection is filed, the proposed transaction will not be effective unless approved by a final and non-appealable order of the Court. The proposed transaction may proceed solely as set forth in the Notice if no Objection is filed or if the Debtors provide written authorization to the entity filing the Notice approving the proposed transaction. Further transactions must be the subject of additional notices, with an additional 30-day waiting period. * * * Judge Martin Glenn granted the Motion and approved the procedures on an interim basis. Effective as of the Petition Date, any purchase, sale or other transfer of claims against or equity securities in the Debtors in violation of the approved Procedures will be null and void ad initio as an act of violation of the automatic stay under Sections 362 and 105(a) of the Bankruptcy Code. Any purchase, sale or other transfer of claims against, or equity securities in, the Debtors in violation of the Procedures will be null and void, and will confer no rights on the transferee. A full-text copy of the Interim Order, including exhibits, is available at no charge at http://bankrupt.com/misc/MA_IntOrdTradingProc010510.pdf 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) METALDYNE CORP: Gets Nod to Send Plan to Creditors for Voting ------------------------------------------------------------- Metaldyne Corp., fka Oldco M Corporation, and its debtor- affiliates won approval from the Bankruptcy Court of the disclosure statement explaining their proposed plan of liquidation dated December 7, 2009. The Debtors will now begin soliciting votes on the Plan. The Debtors will present the Plan for confirmation on February 23. According to the Disclosure Statement, the Plan divides holders of claims against and interests in the Debtors into 8 separate classes as: 1. Priority Claims (Class 1 Claims) are unimpaired. On the effective date, each holder of an Allowed Priority Claim will receive, from the Debtors or the Distribution Trust, cash equal to the amount of the Allowed Claim. 2. Secured Claims (Class 2 Claims) are unimpaired. On the effective date, unless otherwise agreed by a claim holder and the applicable Debtor or the Distribution Trustee, each holder of an Allowed Secured Claim, other than a Customer Note Claim, will be classified in Class 2 and receive treatment on account of the Allowed Secured Claim in the manner set forth in Option A or B, at the election of the applicable Debtor or the Distribution Trustee. The applicable Debtor will be deemed to have elected Option A except with respect to any Allowed Secured Claim as to which the applicable Debtor elects Option B in one or more pleadings filed prior to effective date. Holders of secured claims will recover 100% of their allowed claims. Option A: On the effective date, Allowed Claims in Class 2 with respect to which the applicable Debtor elects Option A will receive cash equal to the amount of the Allowed Claim. Option B: On the effective date, a holder of an Allowed Claim in Class 2 with respect to which the applicable Debtor elects Option B will be entitled to receive (and the applicable Debtor or the Distribution Trustee will release and transfer to the holder) the collateral securing the Allowed Claim. Notwithstanding the foregoing, the holder of an Allowed Secured Tax Claim in Class 2 will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with the Allowed Secured Tax Claim. Any the Claim or demand for any the penalty will be subject to treatment in Class 4. The holder of an Allowed Secured Tax Claim will not assess or attempt to collect the penalty from the Debtors, MD Investors, the Distribution Trust or Distribution Trustee, or their respective property (other than as a holder of a Class 4 Claim). In addition, to the extent a Class 2 Claim is based upon a right of setoff, the Debtors or the Distribution Trustee will not be required to pay the Claim, if Allowed, in cash, but instead may acquiesce to the setoff of funds to satisfy the Claim. 3. Customer Note Claims (Class 3 Claims) are impaired. Holders of Allowed Customer Note Claims will be treated as unsecured claims under the Plan and will receive their Pro Rata share of Unsecured Creditor Distributions. Holders of customer note claims, aggregating $61,544,000, will have a recovery of 0.4% to 2.1%. 4. General Unsecured Claims (Class 4 Claims) are impaired. Holders of Allowed 2013 Senior Note Claims, Allowed 2012 Senior Subordinated Note Claims and any other Allowed General Unsecured Claim (other than Allowed Customer Note Claims) and will receive their Pro Rata share of Unsecured Creditor Distributions. Holders of customer note claims, expected to aggregate up to $307,586,000, will have a recovery of 0.4% to 2.1%. 5. Prepetition Intercompany Claims (Class 5 Claims) are impaired. No property will be distributed to or retained by the holders of Allowed Claims in Class 5. 6. Subordinated Securities Claims (Class 6 Claims) are impaired. No property will be distributed to or retained by the holders of Allowed Claims in Class 6, and the Interests will be canceled on the effective date. Holders of the Class 6 Claims will be deemed to have rejected the Plan. 7. Old Common Stock of Oldco M (Class 7 Interests) are impaired. No property will be distributed to or retained by the holders of Allowed Interests in Class 7, and the Interests will be canceled on the effective date. The holder of the Class 7 Interests will be deemed to have rejected the Plan. 8. Subsidiary Debtor Equity Interests (Class 8 Interests) are impaired. No property will be distributed to or retained by the holders of Allowed Interests in Class 8, and the interests will be canceled on the effective date. Holders of Class 8 interests will be deemed to have rejected the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MetaldyneCorp_DS.pdf A full-text copy of the Plan of Liquidation is available for free at http://bankrupt.com/misc/metaldyneCorp_Plan.pdf About Metaldyne Corp. Metaldyne Corp. -- http://www.metaldyne.com/-- is a leading global designer and supplier of metal based components, assemblies and modules for transportation related powertrain applications including engine, transmission/transfer case, driveline, and noise and vibration control products to the motor vehicle industry. The new Metaldyne company has approximately $650 million in revenue with 26 facilities in 12 countries. Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne and its affiliates filed for Chapter 11 protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at Foley & Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. A committee of Metaldyne creditors is represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed Smith LLP, and the committee tapped Huron Consulting Services, LLC, as its financial advisor. For the fiscal year ended March 29, 2009, the company recorded annual revenues of approximately US$1.32 billion. As of March 29, 2009, utilizing book values, the Company had assets of US$977 million and liabilities of $927 million. Judge Glenn approved the sale of substantially all assets to Carlyle Group in November 2009 for approximately $496.5 million. METROMEDIA INT'L: Plan Outline Hearing Moved to February 12 ----------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware will consider on February 12, 2010, at 2:00 p.m. (prevailing Eastern Time), the adequacy of information in MIG, Inc., fka Metromedia International Group, Inc.'s Disclosure Statement. The DS hearing scheduled for January 14, 2010, at 10:00 a.m. was adjourned. Objections, if any, are due on February 3, 2010, at 4:00 p.m. (prevailing Eastern Time.) As reported on the Troubled Company Reporter on November 24, 2009, according to the Plan, the Reorganized Debtor may enter into transactions and may take actions to effect a corporate or operational restructuring of its business, to simplify the overall corporate or operational structure of the Reorganized Debtor, to achieve corporate or operational efficiencies, or to improve financial results; provided that the transactions or actions are not inconsistent with the Plan, the distributions to be made under the Plan or the New Corporate Governance Documents. The transactions or actions may include any mergers, conversions, consolidations, restructurings, dispositions, liquidations, closures, or dissolutions, as may be determined by the Reorganized Debtor to be necessary or appropriate. The overview of certain material terms of the Plan include: -- The Debtor will be reorganized, converted into a Delaware limited liability company and continue in operation. -- Allowed administrative claims and priority tax claims will be paid in full, unless agreed by the holders of the claims. -- Allowed other priority claims will be paid in full in cash on the distribution date, unless otherwise agreed by the holders of the claims. -- Allowed secured workers' compensation obligations claims will receive cash payments in the ordinary course as set forth in the order authorizing the Debtor to pay certain prepetition workers compensation obligations in the ordinary course of business. -- Class 3 Hauf secured claim will be allowed in the amount of $607,500, which is 90% of the total class 3 claims, and receive cash on the distribution date in the allowed amount of its claim. -- Allowed Class 4 general unsecured claims will be paid in cash on the distribution date, 70% of the allowed amount of each holder's claim. -- On the distribution date, each holder of an allowed class 5 claim will receive, in full, final and complete satisfaction, settlement, release, and discharge of the allowed class 5 claim its pro rata share of class 5's ratable portion of the sum of (x) 100% of excess cash; plus (y) the common B membership interests; plus (z) New MIG Notes in the principal amount equal to the difference between the (a) allowed final appraisal amount and the allowed non-appraisal amount of claims of electing class 6 holders and (b) the sum of excess cash and the common b membership equity distribution value. -- A holder of an allowed class 6 claim will be entitled to elect to receive, in full, final and complete satisfaction, settlement, release, and discharge of the allowed class 6 claim, one of the after forms of treatment under the Plan: (i) one preferred unit per share of preferred equity interests held by the holder of an allowed class 6 claim; or (ii) its pro rata share of class 6's ratable portion of the sum of (x) 100% of excess cash; plus (y) the common b membership interests; plus (z) New MIG Notes in the principal amount equal to the difference between the (a) allowed final appraisal amount and the allowed non-appraisal amount of claims of electing class 6 holders and (b) the sum of excess cash and the common b membership equity distribution value; provided, however, that the Holder of an allowed class 6 claim makes the written election provided for in Section 3.03(d)(ii) of the Plan on a validly executed ballot that is delivered on or before the otherwise voting deadline. -- A holder of an allowed class 7 common equity interest will receive its pro rata share of common a membership interests. The Plan provides that cash payments under the Plan will be in U.S. funds, and will be made, at the option, and in the sole discretion, of the Reorganized Debtor, by (i) checks drawn on or (ii) wire transfers from a domestic bank selected by the Reorganized Debtor. Cash payments to foreign creditors may be made, at the option, and in the sole discretion, of the Reorganized Debtor, in the funds and by the means as are necessary or customary in a particular foreign jurisdiction. Cash payments made pursuant to the Plan in the form of checks issued by the Reorganized Debtor will be null and void if not cashed within 120 days of the date of the issuance thereof. Requests for reissuance of any check will be made directly to the Reorganized Debtor. For purposes of effectuating distributions under the Plan, any claim denominated in foreign currency will be converted to U.S. dollars pursuant to the applicable published exchange rate in effect on the petition date. A full-text copy of the Plan of Reorganization is available for free at: http://bankrupt.com/misc/MetroMediaIntl_PlanofReorganization.pdf A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MetroMediaIntl_DisclosureStatement.pdf About MIG Inc. Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-group.com/-- through its wholly owned subsidiaries, owns interests in several communications businesses in the country of Georgia. The Company's core businesses include Magticom Ltd., a mobile telephony operator located in Tbilisi, Georgia, Telecom Georgia, a long distance telephony operator, and Telenet, which provides Internet access, data communications, voice telephony and international access services. MIG, Inc., fka Metromedia International Group, Inc., filed for Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del. Case No. 09-12118). Scott D. Cousins, Esq., at Greenberg Traurig LLP assists the Company in its restructuring efforts. Debevoise & Plimpton LLP is the Company's special corporate counsel, while Potter Anderson & Corroon LLP is the Company's special litigation counsel. The official committee of unsecured creditors of MIG, Inc., has retained Baker & McKenzie LLP as its bankruptcy counsel, nunc pro tunc to June 30, 2009. In its petition, the Company said it had US$100 million to US$500 million in assets and US$100 million to US$500 million in debts. In its formal schedules, the Company said it had assets of $54,820,681 against debts of $210,183,657. MUZAK HOLDINGS: Wins Confirmation of Reorganization Plan -------------------------------------------------------- Muzak Holdings LLC and certain of its subsidiaries on January 12 announced that the United States Bankruptcy Court for the District of Delaware has confirmed the Company's Plan of Reorganization, clearing the way for the Company to emerge from Chapter 11 by the end of January. The Plan, which was unanimously supported, will result in the Company's outstanding debt being reduced by more than half to $230 million and the Company's annual interest expense also being significantly reduced. "The Court's confirmation of our Plan is a great achievement for Muzak and reflects our tireless efforts in gaining the support of each of our creditor constituencies," said Stephen P. Villa, Chief Executive Officer of Muzak. "We are very proud of what we have accomplished during our restructuring and believe that our stakeholders' support and the Court's confirmation of our restructuring provide the foundation for Muzak to emerge from Chapter 11 as a stronger and more competitive company. I would like to thank our employees, clients, affiliates, advisors and all of our stakeholders and I am confident that, upon emergence, Muzak will be well-positioned for continued leadership and innovation." Mr. Villa continued, "With our strengthened capital structure, we will continue investing in new talent and technology to provide innovative new offerings and to further enhance the first class products and services that our clients have come to expect from Muzak." As part of the Confirmation, the Court also approved Muzak's previously announced $108.75 million Senior Secured Exit Financing Facility commitment from GE Capital, Restructuring Finance, Silver Point Finance, LLC and MFC Global Investment Management. The commitment will be used to satisfy the claims of the Company's prepetition senior secured lenders under the Company's Plan, to fund working capital and for other general corporate purposes. About Muzak Holdings LLC Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC -- http://www.muzak.com/-- creates a variety of music programming from a catalog of over 2.6 million songs and produces targeted custom in-store and on-hold messaging. Through its national service and support network, Muzak designs and installs professional sound systems, digital signage, drive-thru systems, commercial television and more. The Company and 14 affiliates filed for Chapter 11 protection on February 10, 2009 (Bankr. D. Del. Lead Case No. 09-10422). Moelis & Company is serving as financial advisor to the Company. Kirkland & Ellis LLP is the Debtors' counsel. Klehr Harrison Harvey Branzburg & Ellers has been tapped as local counsel. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. Muzak's petition listed assets of $324 million against debt of $465 million, including $101 million owed on a senior secured credit facility, $220 million in senior notes and $115 million in subordinated notes. NEAL JONES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Neal Mitchell Jones Amy Lu Jones 732 E Redondo Drive Gilbert, AZ 85296 Bankruptcy Case No.: 10-00558 Chapter 11 Petition Date: January 10, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtors' Counsel: Nasser U. Abujbarah, Esq. The Law Offices of Nasser U. Abujbarah 10654 N. 32nd St Phoenix, AZ 85028 Tel: (602) 493-2586 Fax: (602)923-3458 Email: NUALegal@yahoo.com Estimated Assets: Not Stated Estimated Debts: Not Stated The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. NEWPOINT FINANCIAL: Faces Securities Fraud; Receiver Appointed -------------------------------------------------------------- The Securities and Exchange Commission on Monday said it has charged Beverly Hills, Calif.-based NewPoint Financial Services, Inc. and its co-owners and controller for conducting an unregistered offering fraud aimed at Iranian-Americans in the Los Angeles area. The SEC obtained an emergency court order to freeze their assets and preserve remaining funds that were collected from investors. The SEC's complaint, filed in U.S. District Court for the Central District of California, alleges that NewPoint, co-owners John Farahi and Gissou Rastegar Farahi, and its controller Elaheh Amouei targeted investors in the Iranian-American community by touting New Point on a daily finance radio program that John Farahi hosts on a Farsi language radio station in the Los Angeles area. The SEC alleges that the Farahis or Amouei would then make appointments with interested listeners to discuss investment opportunities offered by NewPoint, and misled more than 100 investors into purchasing more than $20 million worth of debentures that they falsely told them were low-risk. Many investors also were falsely told that they were investing in FDIC- insured certificates of deposit, government bonds, or corporate bonds issued by companies backed by funds from the Troubled Asset Relief Program. The SEC alleges that most of the money raised was instead transferred to accounts controlled by the Farahis to, among other things, fund construction of their multi-million dollar personal residence in Beverly Hills. "They lured victims with false promises of investment safety while secretly enriching themselves and diverting investor funds for their personal use," said Rosalind R. Tyson, Director of the SEC's Los Angeles Regional Office. The SEC's complaint further alleges that investor funds were used to engage in risky options futures trading in the stock market in which the Farahis lost more than $18 million in 2008 and the beginning of 2009. Since approximately June 2009, John Farahi and Amouei have made further misrepresentations to investors in an effort to lull them into keeping their money with NewPoint, saying that their money is safe and that they are guaranteed to get the entirety of their investment back. According to the SEC's complaint, NewPoint lacks sufficient funds to make all investors whole, and John Farahi has been paying back some investors on a selective basis while failing to return money to other investors asking for a return of their investment. The SEC has obtained a court order (1) freezing the assets of NewPoint, the Farahis, and Triple "J"; (2) appointing a temporary receiver over NewPoint and Triple "J"; (3) preventing the destruction of documents; (4) requiring accountings from NewPoint, the Farahis, and Triple "J"; and (5) temporarily enjoining NewPoint, the Farahis, and Amouei from future violations of the registration and antifraud violations of the federal securities laws. The SEC also seeks preliminary and permanent injunctions and civil penalties against the defendants and disgorgement with prejudgment interest against NewPoint, the Farahis, and Triple "J." A hearing on whether a preliminary injunction should be issued against the defendants and whether a permanent receiver should be appointed is scheduled for Jan. 15, 2010, at 10:00 a.m. NORANDA ALUMINUM: Inks Amended Establishment Deal With GOJ ---------------------------------------------------------- Noranda Bauxite Limited reached at an understanding with the Government of Jamaica through its representatives to amend the Establishment Agreement dated Sept. 30, 2004, as amended, between the Government of Jamaica and St. Ann Bauxite Limited. The Establishment Agreement governs the relationship between Noranda Bauxite and the GOJ related to the operation of a bauxite mine in St. Ann, Jamaica. The 2009 Agreement sets the fiscal regime structure of the Establishment Agreement from Jan. 1, 2009 through Dec. 31, 2014. The 2009 Agreement concluded negotiations between Noranda Bauxite and the GOJ regarding the fiscal regime, and included Noranda Bauxite's commitment for certain expenditures for haulroad development, maintenance, dredging, land purchases, contract mining, training and other general capital expenditures from 2009 through 2014. In connection with the signing of the 2009 Agreement, Noranda Bauxite paid $15.5 million to the Government of Jamaica towards its 2009 production levy and prepaid a portion of its 2010 obligations. Amounts due under the monthly production levy calculation provided by the 2009 Agreement will be applied against the $15.5 million until that amount is exhausted, at which point Noranda Bauxite will remit payment to the GOJ monthly pursuant to payment terms contained in the Establishment Agreement. About Noranda Aluminum Noranda Aluminum Holding Corporation -- http://www.norandaaluminum.com/-- is a North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. The Company has two businesses, an upstream and downstream business. The primary metals, or upstream business, produced approximately 261,000 metric tons of primary aluminum in 2008. The rolling mills, or downstream business, are one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda Aluminum Holding Corporation is a private company owned by affiliates of Apollo Management, L.P. As reported by the Troubled Company Reporter on August 17, 2009, Standard & Poor's Ratings Services lowered its issue-level rating on Noranda's (CCC+/Developing/--) and Noranda Aluminum Acquisition Corp.'s senior unsecured debt issues to 'D' from 'CCC-'. The recovery rating on these note issues remains '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. The TCR said August 10, 2009, that Moody's Investors Service confirmed Noranda Aluminum Holding Corporation's Caa1 Probability of Default rating, Caa1 Corporate Family Rating, and Caa3 senior unsecured notes rating. At the same time, Moody's confirmed Noranda Aluminum Acquisition Corporation's B2 senior secured revolver and senior secured term loan ratings and its Caa2 senior unsecured notes rating. The speculative grade liquidity rating remains SGL-3 and the rating outlook is stable. NORTEL NETWORKS: $2.3 Mil. in Claims Changed Hands in 2 Weeks ------------------------------------------------------------- The Office of the Clerk of the Bankruptcy Court recorded 12 notices of transfers of claims, aggregating $2,371,795, in Nortel Networks' Chapter 11 cases for the period from December 21, 2009 to January 4, 2010. They are: Claim Claim Transferee Transferor Number Amount ---------- ---------- ------ ---------- ASM Capital III L.P. Sipera Systems Inc. 220 $80,567 ASM Capital III L.P. Questar Energy Trading 3958 $1,287,665 ASM Capital III L.P. Ford & Harrison LLP 905 $36,674 ASM Capital LP SODEXHO -- $11,156 ASM Capital LP Mitec Telecom Inc. 840 $110,939 -- $3,828 Bell Aliant Regional Innovatia Inc. 4288 $506,235 Communications Ltd. Partnership Claims Recovery Intax Inc. 1404 $11,844 Group LLC Contrarian Funds LLC SVA Bizsphere 555 $136,267 Entwicklungs UND Vertriebs-AG 2487 $136,267 Corre Opportunities Labra Electronics -- $1,228 Fund LP United States Debt MRV Communications Inc. -- $10,845 Recovery III LP United States Debt CONNECTANDSELL Inc. -- $38,280 Recovery III LP 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) NOVADEL PHARMA: Selects Steven Ratoof as President & CEO -------------------------------------------------------- Novadel Pharma Inc.'s bard of directors appointed Steven B. Ratoff as president and chief executive officer effective Jan. 1, 2010. Mr. Ratoff has been chairman of the board since September 2006, interim president and chief executive officer since July 2007, and interim chief financial officer since April 2009. Mr. Ratoff will continue to serve as interim chief financial officer. About NovaDel Pharma Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD) -- http://www.novadel.com/-- is a specialty pharmaceutical company developing oral spray formulations for a broad range of marketed drugs. The Company's proprietary technology offers, in comparison to conventional oral dosage forms, the potential for faster absorption of drugs into the bloodstream leading to quicker onset of therapeutic effects and possibly reduced first pass liver metabolism, which may result in lower doses. Oral sprays eliminate the requirement for water or the need to swallow, potentially improving patient convenience and adherence. As of September 30, 2009, the Company had $2.27 million in total assets against $9.67 million in total liabilities, resulting in stockholders' deficit of $7.40 million. The Company filed with the Securities and Exchange Commission its Annual Report for the year ended December 31, 2008, which included an audit opinion with a "going concern" explanatory paragraph. The going-concern explanatory paragraph from NovaDel's independent registered public accounting firm -- J.H. Cohn LLP in Roseland, New Jersey -- expressed substantial doubt, based upon current financial resources, as to whether NovaDel can continue to meet its obligations beyond 2009 without access to additional working capital. NOVELIS INC: Completes Exchange Offer for 11-1/2% Senior Notes -------------------------------------------------------------- Novelis Inc. on Tuesday said it has completed its offer to exchange up to $185 million aggregate principal amount of its 11-1/2% Senior Notes due 2015, which have been registered under the Securities Act, for its outstanding unregistered 11-1/2% Senior Notes due 2015. The exchange offer expired at 5 p.m. ET, on January 11, 2010. A total of $185 million (100%) of the notes were validly tendered and accepted for exchange by Novelis. This exchange offer was performed pursuant to the registration rights agreement signed as part of the financing transaction completed in August 2009 and does not represent a new financing transaction. As reported by the Troubled Company Reporter on Nov. 19, 2009, Moody's changed the outlook for Novelis, Inc., and Novelis Corporation to stable from negative. The speculative grade liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from SGL-3. At the same time, Moody's affirmed Novelis Inc's B2 corporate family rating, its B2 probability of default rating, the Ba3 rating on its senior secured term loan, and the Caa1 senior unsecured notes rating. The Ba3 rating on Novelis Corporation's senior secured term loan was also affirmed. The change in outlook to stable reflects Moody's expectation that Novelis will continue to show improvement in its earnings and cash flow generation given the renegotiation of all of its can sheet contracts, cost cutting efforts and the run off of virtually all its hedge loss position. The outlook anticipates that the company will continue to focus on cash generation and liquidity and that its performance will continue to benefit from the more robust conditions in its can sheet business, which accounts for roughly 50% to 60% of sales. Although Moody's does not expect that the company will meaningfully reduce absolute debt levels over the next twelve to fifteen months, the outlook reflects Moody's belief that debt protection coverage ratios will continue to strengthen as the company returns to a sustainable level of profitability. Moody's last rating action on Novelis was Aug. 5, 2009, when the company's senior unsecured ratings were downgraded to Caa1 from B3. About Novelis Inc. Headquartered in Atlanta, Georgia, Novelis Inc. -- http://www.novelis.com/-- is the world's largest producer of aluminum rolled products. For the 12 months ended Sept. 30, 2009, the company had total shipments of 2,725 kilotonnes and generated $8.2 billion in revenues. Novelis operates in 11 countries, has 12,000 employees and reported revenue of $10.2 billion in fiscal year 2009. Novelis is a subsidiary of Hindalco Industries Limited (BSE: HINDALCO), a flagship company of the Aditya Birla Group, a multinational conglomerate based in Mumbai, India. OCCULOGIX INC: Inks Advisory Agreement With Greybrook Capital ------------------------------------------------------------- OccuLogix Inc. entered into a capital advisory agreement with Greybrook Capital Inc., which it is entitled to receive in consideration of its provision of capital advisory services to the Company, within 90 days of the date of the agreement and again on or before the first anniversary of the date of the agreement, compensation consisting of * $100,000 in cash, or * shares of the company's common stock equal to the quotient of $100,000 and $1.22, the per share closing consolidated bid price on the date of the original execution of the agreement. All other terms and conditions of the agreement remain in full force and effect. Elias Vamvakas, Chairman of the Company's board of directors and acting Chief Executive Officer, is a principal with, and holds a material financial interest in, Greybrook. About OccuLogix dba TearLab Corporation Headquartered in San Diego, California, OccuLogix, Inc. dba TearLab Corporation -- http://www.tearlab.com-- develops and markets lab-on-a-chip technologies that enable eye care practitioners to improve standard of care by objectively and quantitatively testing for disease markers in tears at the point- of-care. The TearLab Osmolarity Test, for diagnosing Dry Eye Disease, is the first assay developed for the award winning TearLab Osmolarity System. TearLab Corporation's common shares trade on the NASDAQ Capital Market under the symbol 'TEAR' and on the Toronto Stock Exchange under the symbol 'TLB'. TearLab is currently marketed globally in more than 17 countries including the U.S. At September 30, 2009, the Company had $10,674,343 in total assets against total current liabilities of $2,389,625 and contingently redeemable common stock of $250,000. At September 30, 2009, the Company had $370,335,623 in accumulated deficit and stockholders' equity of $8,034,718. The Company noted in its quarterly report on Form 10-Q for the quarter ended September 30, 2009, it has sustained substantial losses of $14,181,433 for the year ended December 31, 2008 and $2,678,252 and $7,097,008 for the nine months ended September 30, 2009 and 2008, respectively. OccuLogix, Inc., said as a result of its history of losses and financial condition, there is substantial doubt about its ability to continue as a going concern. PACIFIC GALVESTON: Files List of 20 Largest Unsecured Creditors --------------------------------------------------------------- Pacific Galveston Properties, LP, has filed with the U.S. Bankruptcy Court for the Northern District of Texas 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/txnb10-30122.pdf Dallas, Texas-based Pacific Galveston Properties, LP, dba Island Bay Apartments, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Texas Case No. 10-30122). John P. Lewis, Jr., Esq., at Law Office of John P. Lewis, Jr., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PACIFIC GALVESTON: Sec. 341 Creditors Meeting Set for Feb. 9 ------------------------------------------------------------ The U.S. Trustee for Region 6 will convene a meeting of Pacific Galveston Properties, LP's creditors on February 9, 2010, at 3:00 p.m. at Office of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, TX 75242. 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. Dallas, Texas-based Pacific Galveston Properties, LP, dba Island Bay Apartments, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Texas Case No. 10-30122). John P. Lewis, Jr., Esq., at Law Office of John P. Lewis, Jr., 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. PAJAAMCO FAMILY: Taps Cardenas Whitis as Bankruptcy Counsel ----------------------------------------------------------- PAJAAMCO Family Limited has sought authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kurt Stephen and the law firm of Cardenas, Whitis, & Stephen L.L.P. as bankruptcy counsel. Cardenas Whitis will: a. prepare appropriate schedules, statement of financial affairs, motions, notices, orders, and applications to comply with the requisites of the U.S. Trustee and the United States Bankruptcy Code and Bankruptcy Rules; b. counsel with the Debtor regarding preparation of operating reports and development of a Chapter 11 Plan; and c. discuss reorganization with creditors and/or third parties, and preparation and proposal of a Chapter 11 Plan. Cardenas Whitis will be paid $300 per hour for its services. Mr. Stephen assures the Court that Cardenas Whitis is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba Pajamco Family Limited Partnership, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-70010). John Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the Company in its restructuring effort. The Company has assets of $26,760,745, and total debts of $15,664,200. PANOLAM HOLDINGS: Court Confirms Prepackaged Chapter 11 Plan ------------------------------------------------------------ The Hon. Mary F. Walrath approved Panolam Holdings Co.'s Disclosure Statement and their prepackaged Chapter 11 Plan. As reported in the Troubled Company Reporter on November 20, 2009, prepetition, the Debtors obtained the requisite votes on the Plan. The Plan got the approval of all the holders of senior lender credit agreement revolver claims, 97.82% in number and 90.67% in amount of the senior lender credit agreement term claims, all of the noteholder credit agreement claims, all of the senior subordinated notes claims, and all of the equity interests in Panolam Holdings. According to the disclosure statement, the Debtors will make distributions among the creditors as: A. Priority Non-Tax Claims. The Debtors will repay holders of priority non-tax claim in full. B. Senior Lender Credit Agreement Revolver Claims. Holders of the Allowed Senior Lender Credit Agreement revolver claim will get from the reorganized Panolam: (i) an amount of cash equal to the Intercreditor Distribution Adjustment plus its pro rata share (based upon the amount of the Allowed Senior Lender Credit Agreement Revolver Claim divided by the total amount of all Allowed Senior Lender Credit Agreement Claims) of the excess cash; (ii) its pro rata share of the Amended and Restated Revolver Notes; (iii) its pro rata share of the Amended and Restated Term Notes Distributable to Senior Lender Credit Agreement Revolver Claims; and (iv) its pro rata share of cash sufficient to pay that portion of the Allowed Senior Lender Credit Agreement Revolver Claims. C. Senior Lender Credit Agreement Term Claims. Holders of the Allowed Senior Lender Credit Agreement Term Claim will get from the reorganized Panolam: (i)(a) its pro rata share (based upon the amount of the Allowed Senior Lender Credit Agreement Term Claim held divided by the total amount of all Allowed Senior Lender Credit Agreement Claims) of the excess cash minus (b) the excess cash adjustment and minus (c) an amount of cash equal to the Intercreditor Distribution Adjustment; (ii) its pro rata share of the Amended and Restated Term Notes Distributable to Senior Lender Credit Agreement Term Claims; and (iii) its pro rata share of cash sufficient to pay that portion of the Allowed Senior Lender Credit Agreement Term Claims. D. Noteholder Credit Agreement Claims. Holders of the Allowed Noteholder Credit Agreement Claim will receive from the reorganized Panolam: (i) its pro rata share of the New Second Lien Term Notes and (ii) its pro rata share of cash sufficient to pay that portion of the Allowed Senior Lender Credit Agreement Term Claims. C. Other Secured Terms. Allowed Other Secured Claims will be reinstated or rendered unimpaired, notwithstanding any contractual provision or applicable non-bankruptcy law that entitles the holders of the Allowed Other Secured Claims to demand or receive payment to the claims prior to their stated maturity from and after the occurrence of default. Allowed Other Secured Claims that aren't due and payable on or before the effective date will, at the Debtors' option, be paid (i) in the ordinary course of business, or (ii) by transfer of the collateral to the holder. D. Senior Subordinated Notes Claims. Holders of the Allowed Senior Subordinated Notes Claims will exchange with the reorganized Panolam all of the holders' Senior Subordinated Notes for the holders' pro rata share (based upon the principal amount of Senior Subordinated Notes held) of 90% of the sum of (i) the number of shares of New Capital Stock outstanding on the effective date, including new capital stock issued to management under the Management Incentive Plan, plus (ii) the number of shares of new capital reserved for issuance under the Management Incentive Plan. E. General Unsecured Claims. Holders of an Allowed General Unsecured Claim will receive payment in full in cash of the unpaid portion of Allowed General Unsecured Claim. F. Debtor Section 510(b) Claims. These claims will be extinguished without any distribution. G. Intercompany Claims. These claims will be reinstated to the extent determined to be appropriate by the Debtors or adjusted, continued or capitalized (but not paid in cash), in whole or in part, provided, however, that the Intercompany Claims held by any foreign non-Debtor subsidiary of Panolam may be paid in full in cash. H. Equity Interests of the Panolam Subsidiary Debtors and Holdings II. All of the Equity Interests of the Panolam Subsidiary Debtors will continue to be owned by Panolam or Nevamar Holding Corp. Equity Interests of Panolam will be cancelled and the Equity Interests of the reorganized Panolam will be owned by Reorganized Holdings. Equity Interests in Holdings II will be cancelled, unless Holdings II is merged into Panolam Holdings. I. Equity Interests in Panolam Holdings. Existing Equity Interests in Panolam Holdings will be cancelled, and each holder of an Allowed Equity Interest in Panolam Holdings will be permitted, in full satisfaction of such Equity Interest, to exchange with Panolam Holdings all of its Allowed Equity Interests in Panolam Holdings for its pro rata share of New Warrants. A full-text copy of the Prepackaged Plan is available at no charge at http://ResearchArchives.com/t/s?464f A full-text copy of the Disclosure Statement is available at no charge at http://ResearchArchives.com/t/s?4650 About Panolam Holdings Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter 11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware Case No. 09-13889). Its debtor-affiliates, Panolam Industries International, Inc., Panolam Holdings II Co., Panolam Industries Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy. Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Perella Weinberg Partners is the Debtors' financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' claims agent. Panolam Holdings listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities in its bankruptcy petition. PECANS OF QUEEN: Files Schedules of Assets and Liabilities ---------------------------------------------------------- The Pecans Of Queen Creek, LLC, filed with the U.S. Bankruptcy Court filed for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $11,829,000 B. Personal Property $561,727 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,914,432 E. Creditors Holding Unsecured Priority Claims $197,554 F. Creditors Holding Unsecured Non-priority Claims $9,025,078 ----------- ----------- TOTAL $12,390,727 $20,137,064 The Pecans Of Queen Creek, LLC, is based in Tempe, Arizona. The Company filed for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr. D. Ariz. Case No. 09-29332). Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PHILIP LEE KEESLING: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Philip Lee Keesling 5546 E. Sanna Street Paradise Valley, AZ 85353 Bankruptcy Case No.: 10-00433 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Gerald K. Smith Lewis & Roca LLP 40 N. Central Ave. Phoenix, AZ 85004-4429 Tel: (602) 262-5348 Fax: (602) 262-5747 Email: gsmith@lrlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Mr. Keesling. PIER COLLISION CENTER: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Pier Collision Center dba Gordon's Pier Collision 638 Torrance Bl. Redondo Beach, CA 90277 Bankruptcy Case No.: 10-10765 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Barry Russell Debtor's Counsel: Dennis E. Mcgoldrick, Esq. 350 S Crenshaw Blvd, Ste A207B Torrance, CA 90503 Tel: (310) 328-1001 Email: dmcgoldricklaw@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10765.pdf The petition was signed by Ingrid Cramer, general partner of the Company. PROPEX INC: Creditors Facing Second Loss on Preferences ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the trustee for the liquidating trust for Propex Inc., created for the benefit of creditors, this month sued hundreds of Propex creditors to recover $53 million in preference payments. The trustee filed the lawsuit before the two-year deadline for filing preference actions was about to expire in January 2010. According to the report, a preference is a payment received by a creditor on account of a stale debt within 90 days of bankruptcy. Recoveries on the preferences will be redistributed among creditors pro rata, although not to creditors who haven't repaid preferences they were accused of receiving. About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. In Europe, the company has manufacturing facilities in Germany, Hungary and the United Kingdom. The Company and its debtor-affiliates filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex changed its name to Fabrics estate following the sale of substantially all of its assets to Xerxes Operating Company, LLC, and Xerxes Foreign Holding Corp. Bankruptcy Creditors' Service, Inc., publishes Propex Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Propex Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) QL2 SOFTWARE: Files for Chapter 11 in Seattle --------------------------------------------- QL2 Software, Inc., on January 12 said it is voluntarily restructuring its debt obligations under the protection of Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in Seattle. The company filed the Chapter 11 petition on Monday. The company will continue all business operations during the restructuring without interruption. To supplement its cash availability if needed, the company is negotiating an agreement to secure post-filing a line of credit. "During the past year, we have made significant progress internally to transition QL2 into an enterprise-class data access platform company that pursues innovation and effective ways of serving our customers," said Russ Aldrich, CEO of QL2. "This restructuring focuses on non-business related debt that arose out of admitted malfeasance by prior management, not on our operations. This step will take pressure off of our business and allow us to continue to build toward our vision of being the leading on-demand platform for product, price, and market data. We will continue to work with our customers and partners during and after this restructuring." The company on Monday filed for court approval various, customary first-day motions, including: maintaining employee payroll and health benefits and the fulfillment of certain pre-filing obligations. The company anticipates its first-day motions will be approved in the next few days. About QL2 Software QL2 Software, Inc. -- http://www.QL2.com/-- is an on-demand data access platform provider. More than 250 clients in 40 countries depend on QL2 for product, price and market data. The QL2 client- roster includes more than 100 airlines, three of the top five global pharmaceuticals, and market leaders in retail, consumer products and life sciences. Founded in 2002, QL2 was named to the 2007 Inc. 500 and the 2008 and 2009 Inc. 5000 list of the fastest growing private companies, and the 2008 Red Herring 100. QL2 has also been included in KMWorld's 100 Companies That Matter for the past four years and Trend-Setting Products for the past three years. QUEST RESOURCE: Receives Non-Compliance Notice From NASDAQ ---------------------------------------------------------- Quest Resource Corporation announced that on January 5, 2010, it received a determination letter, which the Company expected, from The NASDAQ Stock Market stating that the Company's common stock is subject to delisting since the Company failed to hold the required 2009 annual meeting of stockholders by December 31, 2009, and therefore was not in compliance with NASDAQ Listing Rules 5620(a) and 5620(b). In the determination letter, NASDAQ advised that QRCP may request an appeal of this determination by making a hearing request to the NASDAQ Listing Qualifications Hearings Panel, which will stay the suspension of QRCP's securities and the filing of a Form 25-NSE with the Securities and Exchange Commission. The request for a hearing must be received by NASDAQ by January 12, 2010, and QRCP intends to timely submit such a request. The Company delayed the 2009 annual meeting in order to reduce costs by combining the 2009 annual meeting with the stockholder meeting to vote on the previously announced proposed recombination of QRCP with Quest Midstream Partners, L.P. and Quest Energy Partners, L.P. (QELP 2.80, +0.06, +2.19%). The proposed recombination would be effected under the terms of a definitive merger agreement pursuant to which the entities would form a new, publicly-traded corporation that, through a series of mergers and entity conversions, would wholly own all three entities. The new publicly traded entity will be named PostRock Energy Corporation and trade under the NASDAQ ticker symbol "PSTR". PostRock filed an Amendment No. 1 to its registration statement on Form S-4/A with the SEC on December 17, 2009. The Company intends to hold the 2009 annual meeting, which will include the stockholder vote on the proposed recombination, promptly after the SEC completes its review and declares the registration statement effective. About Quest Resource Corporation, Quest Energy Partners, L.P., Quest Midstream Partners, L.P. and PostRock Energy Corporation Quest Resource Corporation -- http://www.qrcp.net/-- is a fully integrated E&P company that owns: producing properties and acreage in the Appalachian Basin of the northeastern United States; 100% of the general partner and a 57% limited partner interest in QELP, including subordinated units; and 85% of the general partner and 36.4% of the limited partner interests in the form of subordinated units in QMLP. The Company operates and controls QELP and QMLP through its ownership of their general partners. Quest Energy Partners, L.P. -- http://www.qelp.net/-- was formed by QRCP to acquire, exploit and develop natural gas and oil properties and to acquire, own, and operate related assets. QELP owns more than 2,400 wells and is the largest producer of natural gas in the Cherokee Basin, which is located in southeast Kansas and northeast Oklahoma. QELP also owns natural gas and oil producing wells in the Appalachian Basin of the northeastern United States and in Seminole County, Oklahoma. Quest Midstream Partners, L.P. -- http://www.qmlp.net/-- was formed by QRCP to acquire and develop transmission and gathering assets in the midstream natural gas and oil industry. QMLP owns more than 2,000 miles of natural gas gathering pipelines and over 1,100 miles of interstate natural gas transmission pipelines in Oklahoma, Kansas, and Missouri. PostRock will hold the assets currently owned by QRCP, QELP, and QMLP and will operate with a more streamlined corporate structure. RALPH CALANDRELLA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Joint Debtors: Ralph Austin Calandrella Carolyn Sue Calandrella Route 1 Box 239 Elk Garden, WV 26717 Bankruptcy Case No.: 10-00033 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Northern District of West Virginia (Martinsburg) Debtors' Counsel: Todd Johnson, Esq. Johnson Law, PLLC Post Office Box 519 Morgantown, WV 26507-0519 Tel: (304) 292-7933 Fax: (304)292-7931 Email: johnsonlawoffice@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $7,742,500 and total debts of $2,448,683. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wvnb10-00033.pdf The petition was signed by the Joint Debtors. R.H. DONNELLEY: Gets Confirmation of Plan of Reorganization ----------------------------------------------------------- R.H. Donnelley on January 12 obtained confirmation of its Second Amended Plan of Reorganization, paving the way for the Company to emerge from Chapter 11 protection and begin making distributions to creditors by the end of January. "We are very pleased with the court's decision, which clears the way for us to complete our balance sheet restructuring in the next few weeks," said David C. Swanson, chairman and CEO of R.H. Donnelley. "The plan confirmed today allows us to reduce our debt by more than $6 billion and emerge with a more manageable capital structure and a stronger financial foundation." The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware confirmed the Plan at a hearing today. More than 96 percent of creditors who cast ballots voted in favor of confirmation. "I'd like to thank all of our employees and advisors for their hard work and commitment during this process," Swanson continued. "Through their collective efforts, R.H. Donnelley will become a stronger entity, better positioned to helping local businesses address their marketing needs." R.H. Donnelley reached an agreement on the terms of the Plan with certain creditor groups, including bank lenders and an ad hoc committee of noteholders, prior to filing for Chapter 11 protection on May 29, 2009. Under the terms of the confirmed Plan: * Total debt will be reduced by $6.4 billion, including approximately $700 million of secured indebtedness. * Total cash interest expense will be reduced by approximately $500 million annually. * Post-emergence secured and consolidated debt will be approximately $3.1 billion and $3.4 billion, respectively, which represents approximately 3.0x and 3.3x net secured and net consolidated debt to EBITDA, respectively. * Cash balance at emergence will be at least $125 million. * The approximately $6.0 billion of unsecured bond indebtedness will be exchanged for virtually 100 percent of the equity in and $300 million of unsecured notes issued by the restructured Company; all existing equity in the Company will be extinguished. About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (OTC: RHDCQ) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ROBERT FERLAND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Robert G. Ferland dba Robert G. Ferland M.D. P.C. dba Lifestyles fdba Comprehensive Health Care fdba Skin Care Joann A. Ferland 3434 Forest Park Rd Springfield, TN 37172 Bankruptcy Case No.: 10-00176 Chapter 11 Petition Date: January 9, 2010 Court: United States Bankruptcy Court Middle District of Ttennessee (Nashville) Judge: Marian F Harrison Debtors' Counsel: David Foster Cannon, Esq. David F. Cannon, Attorney at Law 346 21st Avenue North Nashville, TN 37203-1848 Tel: (615) 321-8787 Fax: (615)620-7340 Email: bkcourt@davidcannon.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,092,271 and total debts of $1,582,906. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnmb10-00176.pdf The petition was signed by the Joint Debtors. SARGENT RANCH: Sec. 341 Creditors Meeting Set for Feb. 2 ------------------------------------------------------- The U.S. Trustee for Region 15 will convene a meeting of Sargent Ranch, LLC, a California Limited Liability's creditors on February 2, 2010, at 1:30 p.m. at Office of the U.S. Trustee, 402 W. Broadway (use C St. entrance), Suite 630, San Diego, CA 92101. 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. La Jolla, California-based Sargent Ranch, LLC, a California Limited Liability Company, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Calif. Case No. 10- 00046). John L. Smaha, Esq., at Smaha Law Group, APC, assists the Company in its restructuring effort. The Company listed $500,000,001 to $1,000,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SHEARIN FAMILY: Court Sets Confirmation Hearing for January 21 -------------------------------------------------------------- J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern District of North Carolina approved an amended Disclosure Statement relating to Shearin Family Investments, LLC's Plan of Reorganization as of November 18, 2009. The Court has scheduled the confirmation hearing for January 21, 2010, at 10:00 a.m. at 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, North Carolina. According to the DS, the amended and restated Plan contemplates a continuation of the Debtor's business. The Debtor intends to satisfy certain creditor claims from income earned through continued operations. The Plan also contemplates the sale of the real or personal property. The Debtor proposes to make payments under the plan from funds on hand and any distributions of net income from the operation of its business. Upon the sale of the real or personal property proposed to be sold by this Plan, the liens secured by the property will attach to the net proceeds of sale remaining after payment of all reasonable and ordinary closing costs, and will be paid to lienholders in accordance with this Plan and the priorities of the Code. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ShearinFamily_AmendedDS.pdf A full-text copy of the Chapter 11 Plan is available for free at http://bankrupt.com/misc/ShearinFamily_AmendedPlan.pdf Based in Rocky Mount, North Carolina, Shearin Family Investments, LLC owns and operates a condominium resort in Carteret County, in North Carolina. The company filed for Chapter 11 relief on Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082). Amy M. Faber, Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represent the Debtor as counsel. When the Debtor filed for protection from its creditors, it listed assets of $46,327,546 and debts of $49,260,007. SKI MARKET: Purchasers Have Until January 27 to File Offers ----------------------------------------------------------- According to Bicycle Retailer, deadlines for bids and deposits for Ski Market's assets must be filed by Jan. 27, 2010, followed by an initial hearing and auction on Feb. 1, 2010. A sale hearing to consider approval is set for Feb. 5, 2010, at 10:00 a.m., at the U.S. Bankruptcy Court in Springfield, Massachusetts. The sale will include unexpired leases on seven of the company's locations, report notes. Ski Market filed for Chapter 11 bankruptcy, citing negative impact on consumer spending during 2008 and 2009 exacerbated the company's financial problems, according to boston.com. The report notes the Company owes $4 million to South Shore Savings Bank, $610,000 in rent for its existing locations, and $4.5 million in trade debt. According to the Company, it had $22.5 million in gross sale from April 1, 2008, to March 31, 2009. Its gross sale was less than $7 million from April 2009 to mid-December 2009. Mirick O'Connell, DeMallie & Lougee LLP represents the Company. SONRISA PROPERTIES: Sec. 341 Creditors Meeting Set for Feb. 4 ------------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of Sonrisa Properties, Ltd.'s creditors on February 4, 2010, at 1:00 p.m. at Suite 3401, 515 Rusk Ave, Houston, TX 77002. 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. League City, Texas-based Sonrisa Properties, Ltd., filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-80012). Karen R. Emmott, Esq., who has an office in Houston, Texas, 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. SONRISA PROPERTIES: Wants Karen Emmott as Bankruptcy Counsel ------------------------------------------------------------ Sonrisa Properties, Ltd., has asked for permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Karen R. Emmott as bankruptcy counsel, effective as of December 30, 2009. Ms. Emmott will, among other things: a. prepare and file the Debtor's schedules, statements of financial affairs, and related initial pleadings; b. represent the Debtor at the Debtor's Initial Conference with the U.S. Trustee and at the First Meeting of Creditors; and c. represent the Debtor in any and all matters related to post-petition administrative matters or matters involving the Debtor's assets and liabilities and financial affairs. Ms. Emmott will be paid $300 per hour for her services. Ms. Emmott assures the Court that she is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. League City, Texas-based Sonrisa Properties, Ltd., filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-80012). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. SONRISA REALTY: Sec. 341 Creditors Meeting Set for Feb. 4 --------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of Sonrisa Realty Partners, Ltd.'s creditors on February 4, 2010, at 1:00 p.m. at Suite 3401, 515 Rusk Ave, Houston, TX 77002. 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. League City, Texas-based Sonrisa Realty Partners, Ltd., filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-30084). Karen R. Emmott, Esq., who has an office in Houston, Texas, 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. SPANSION INC: Proposes Deal With AEHR Test Systems -------------------------------------------------- Spansion Inc. and its units ask the Court to approve their stipulation with Aehr Test Systems and Aehr Test Systems Japan Ltd., pursuant to which, among others, Aehr's general unsecured prepetition claim will be allowed for $18,480,645. The stipulation further provides that the Debtors will pay Aehr the cost of completion, in the amount of $210,000, in consideration of Aehr supplying the Debtors with four "waferpak" devices needed in the Debtors' production processes. Aehr supplies test systems and fixtures to the Debtors, including probe cards and "waferpaks." Because of the long lead times during product development and holds due to the Debtors' decision to redirect its production focus, a number of orders for waferpaks were canceled prior to the Petition Date. The Debtors relate that pursuant to the purchase orders governing these transactions, in the event of cancellation, the Debtors are required to pay cancellation fees to Aehr proportionate to product completion, non-recoverable costs, and the sales price. As of the time of cancellation, a portion of the Canceled Waferpaks had been fully built by Aehr and were ready to be shipped to the Debtors. To mitigate damages, Aehr decided to cease or not begin manufacturing certain other Canceled Waferpaks. At least one Canceled Waferpak was partially built. The Debtors have determined that they need four of the Canceled Waferpaks for their production processes: one 300mm 731 Waferpak configured for operation on a 200mm wafer, two 300mm 764 Waferpaks configured for operation on a 200 mm wafer, and 200mm 533 Waferpak. While three of the Requested Waferpaks are already fully built and ready for shipment, the fourth Requested Waferpak -- the 200mm 533 Waferpak -- is only partially built. Aehr estimates that it will cost $210,000 to complete the manufacture of the fourth Requested Waferpak. According to the Debtors, the Requested Waferpaks will allow them to test their Flash memory products and are, accordingly, an integral component in their manufacturing and testing process -- which are themselves the foundation of their business. Aehr filed, on May 8, 2009, a proof of claim in Spansion Inc.'s Chapter 11 case asserting a general unsecured prepetition claim for $18,480,645 comprised of: (a) an unsecured prepetition claim for $6,217,834 relating to cancellation charges for goods and services ordered by the Debtors prior to the Petition Date which were canceled prior to delivery; (b) an unsecured prepetition claim for $1,225,331 for goods and services delivered to Spansion LLC under invoice numbers 120975, 121022, 120990; (c) an unsecured prepetition claim for $11,363,980 for invoiced amounts due and owing under several transactions for goods and services delivered to Spansion LLC; and (d) a credit given by Aehr to the Debtors in the amount of $326,500 relating to an overpayment made by the Debtors prepetition for invoiced amounts due and owing under transactions for goods and services delivered to Spansion LLC by Aehr. The Debtors do not dispute the amounts owed to Aehr asserted pursuant to the Transferred Claim, the Three Invoice Claim, and the Credit. While the Debtors acknowledge that the amounts owed to Aehr asserted pursuant to the Claim reflect Aehr's decision to cease manufacturing the fourth Requested Waferpak in order to mitigate cancellation fees owing to Aehr by the Debtors under the purchase orders, the Debtors believe that the Cancellations Claim may be excessive in light of the terms of the purchase orders. So as to resolve any disputes, the Parties negotiated and reached an agreement which was then reduced to writing. On December 30, 2009, Aehr and the Debtors entered into the Stipulation to resolve the potential discrepancy and to provide the Debtors with the Requested Waferpaks and other necessary services. The Stipulation provides for the delivery and transfer of title to the Requested Waferpaks to the Debtors by Aehr as soon as practicable after entry of the Order. In exchange, the Debtors agree to (i) pay to Aehr the Completion Cost and support the allowance of Claim in the full amount sought. The Debtors assert that the stipulation provides them with testing devices necessary for their production processes, and at a cost that is considerably less than it would cost to purchase equivalent devices from Aehr or another supplier. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Reports $1.5 Million Income for September Quarter --------------------------------------------------------------- Spansion Inc. announced operating results for its quarter and nine months ended September 27, 2009. Spansion reported third quarter of 2009 net sales of $327.6 million, which reflects the company's refined focus and decision to concentrate primarily on embedded and targeted wireless applications. The Company generated net income on a U.S. GAAP basis of $1.5 million, or diluted net income per share of $0.01. Operating income for the quarter was $20.0 million and U.S. GAAP gross and operating margins were 28.3% and 6.1%, respectively. U.S. GAAP Results (In millions, except margin and per share amounts) Q3 2009 Q2 2009 Q1 2009 Q4 2008 Q3 2008 ------- ------- ------- ------- ------- Net Sales $327.6 $376.3 $399.6 $468.0 $630.9 Gross margin 28.3% 25.5% 4.2% (43.1%) 13.7% Operating income (loss) $20.0 $10.1 $(156.1)$(2,007.3) $(85.7) Operating margin 6.1% 2.7% (39.1%) (429.0%) (13.6%) Net income(loss) $1.5 $(7.3) $(512.6)$(2,076.9) $(135.3) Diluted net income (loss) per share $0.01 $(0.04) $(3.18) $(12.90) $(0.84) The reduction in net sales and substantial improvements in operating and net income are a direct result of the company's strategy to exit unprofitable markets and restructure the company to support its refined focus. Non-GAAP net income for the third quarter of 2009 excluding restructuring, reorganization, and other special charges and credits was $17.6 million, or non-GAAP net income per share of $0.10. Reconciliation between U.S. GAAP operating results and non-GAAP operating results is provided following the financial statements in this release. Non GAAP Results (In millions, except per share amounts) Q3 2009 Q2 2009 Q1 2009 Q4 2008 Q3 2008 ------- ------- ------- ------- ------- Net income(loss) $17.6 $16.8 $(156.2) $(433.0) $(116.8) Diluted net income(loss) per share $0.10 $0.10 $(0.97) $(2.69) $(0.73) As a result of a focus on cost reductions, efficiencies and improved asset management, the company continued to generate positive cash flows from operations and ended the third quarter of fiscal 2009 with $263.6 million in cash as compared to $220.5 million and $95.3 million at the end of the second and first quarters of fiscal 2009, respectively. "Spansion is executing well against its plan," said Randy Furr, Spansion's CFO. "Net income has improved by approximately $135 million year over year for its fiscal third quarter on approximately half the net sales. By focusing on our core businesses and exiting unprofitable applications, we have shown that our strategy is working to deliver stronger financial results." Restructuring With a sustainable business model designed for profitability and generating positive free cash flow, the company is focused on servicing its core embedded customers as well as target wireless applications. The company has completed a number of restructuring activities to realign its business to support a refined target market of Flash memory applications. The company now maintains a more flexible manufacturing network that balances internal and external capacity to fulfill customer demand. Spansion's Fab 25 in Austin, Texas, is the company's main wafer fabrication facility, with supplemental foundry support provided by Spansion Japan, Fujitsu and Semiconductor Manufacturing International Corporation (SMIC). For final manufacturing (assembly, test, mark and pack), Spansion maintains two internal facilities with a number of additional external resources. "Our restructuring efforts are paying off as highlighted in our improved third quarter performance," said John Kispert, Spansion president and CEO. "Over the past nine months we have taken a number of difficult actions relative to restructuring. I am proud to say that we now have those efforts behind us and can focus on the future. We expect to emerge from Chapter 11 in the first quarter of 2010 with a healthier capital structure and a broad product portfolio, positioned to compete in our target markets." On December 22, the U.S. Bankruptcy Court approved Spansion's second amended disclosure statement in its plan of reorganization. A confirmation hearing for the plan of reorganization is scheduled for February 11, 2010. For the nine months ended September 27, 2009, the company has recognized approximately $381.6 million as reorganization items in the Condensed Consolidated Statement of Operations. Reorganization items consist primarily of provisions for expected allowed claims and certain charges related to allowed claims. The U.S. Bankruptcy Court will ultimately determine liability amounts that will be allowed for claims. As claims are resolved, or where better information becomes available and is evaluated, the company will make adjustments to the liabilities recorded on its quarterly or annual financial statements as appropriate. Any such adjustments could be material to the company's financial position or results of operations in any given period. Spansion Japan Spansion Japan Limited, a subsidiary of Spansion Inc., commenced corporate reorganization proceedings in Japan on March 3, 2009. As a result, and in accordance with U.S. GAAP, the financial results of Spansion Japan Limited are no longer included in the consolidated financial results of Spansion Inc. post March 3, 2009. Spansion Japan has supplied, and continues to supply, silicon wafers to Spansion LLC. Historically, the prices for the wafers sold by Spansion Japan to Spansion LLC were governed by a pre-bankruptcy foundry agreement. The prices the company pays to Spansion Japan for the wafers and related services are a material component of the company's "cost of goods sold." The company believes that the prices under the foundry agreement were significantly greater than fair value and thus the Company attempted to renegotiate these pricing terms with Spansion Japan. These efforts were unsuccessful and in October 2009, the company filed a motion with the U.S. Bankruptcy Court to reject the foundry agreement. An order rejecting the foundry agreement was issued by the U.S. Bankruptcy Court on November 19, 2009. As a result of the rejection of the foundry agreement, there is no valid contract that establishes pricing for the wafers the company has received from Spansion Japan from February 9, 2009 (which is 20 days prior to the company's chapter 11 filing) through October 27, 2009, which is referred to in this press release as the "dispute period." The results of operations for the third quarter and nine months ended September 27, 2009 are based on the company's estimates of value for the goods and services provided by Spansion Japan during the dispute period. The U.S. Bankruptcy Court is scheduled to hear evidence to establish the value of wafers purchased during the dispute period from Spansion Japan on January 8, 2010. If the U.S. Bankruptcy Court finds that the value of wafers purchased during the dispute period from Spansion Japan is different than the company's estimates, it will have an impact on the results of operations and that impact could be material. Moreover, the result of that ruling could also have a material impact on the financial condition of the company. A full-text copy of Spansion Inc.'s Third Quarter 2009 results is available for free at http://ResearchArchives.com/t/s?4d3b Spansion Inc. Condensed Consolidated Balance Sheet As of September 27, 2009 ASSETS Cash & Cash Equivalents $263,554,000 Auction rate securities 104,138,000 Accounts Receivable 118,754,000 Accounts receivable from related party 310,045,000 Allowance for doubtful accounts (55,052,000) Inventories 137,197,000 Deferred income taxes 3,213,000 Prepaid expenses and other current assets 66,201,000 -------------- Total current assets 948,050,000 Property, plant and equipment 343,140,000 Auction rate securities 0 Other assets 62,398,000 -------------- Total Assets $1,353,588,000 ============== Liabilities and Stockholders' Deficit Current Liabilities: Notes payable to banks under revolving loans $0 Short term note 68,410,000 Accounts payable & accrued liabilities 120,103,000 Accounts payable to related party 146,440,000 Accrued compensation and benefits 16,814,000 Income taxes payable 464,000 Deferred income 69,111,000 -------------- Total current liabilities 421,342,000 Deferred income taxes 3,280,000 Other long-term liabilities 27,015,000 Liabilities subject to compromise 1,765,933,000 -------------- Total liabilities 2,217,570,000 Stockholders' deficit (863,982,000) -------------- Total liabilities and stockholders' deficit $1,353,588,000 ============== Spansion Inc. Consolidated Statement of Operations For Three Months Ended September 27, 2009 Net Sales $327,578,000 Cost of Sales 234,952,000 -------------- Gross Profit 92,626,000 Research and Development 28,281,000 Sales, general and administrative 36,820,000 Restructuring charges 7,492,000 -------------- Operating income(loss) before reorganization items 20,033,000 Gain on deconsolidation of subsidiary 0 Interest and other income 532,000 Interest expense (9,199,000) -------------- Income(loss) before reorganization items 11,366,000 Reorganization Items (9,348,000) -------------- Income(loss) before income taxes 2,018,000 Provision for income taxes (518,000) -------------- Net income(loss) per common share $1,500,000 ============== Spansion Inc. Consolidated Statement of Cash Flows For Three Months Ended September 27, 2009 Cash Flows from Operating Activities: Net income(loss) $1,500,000 Adjustment to reconcile net loss to net cash provided by operating activities: Depreciation, amortization 33,312,000 Provision for deferred income taxes 4,000 Provision for doubtful accounts 39,000 Net (gain) loss on sale of property 530,000 Compensation under employee stock plans 2,875,000 Gain on deconsolidation of subsidiary 0 Gain on sale of Suzhou entity (784,000) Loss from write-off rejected capital leases 3,090,000 Changes in operating assets and liabilities: (Increase) in trade accounts receivable (78,845,000) (Increase) decrease in inventories (4,117,000) (Increase)decrease in prepaid expenses 5,849,000 (Increase) decrease in other assets (1,488,000) Increase(decrease) in accounts payable 118,376,000 Increase(decrease) in income taxes payable 167,000 Increase(decrease) in deferred income (12,972,000) -------------- Net cash(used)provided by operating activities 67,536,000 -------------- Cash Flows from Investing Activities: Proceeds from sale property, plant, equipment 785,000 Purchases of property, plant, equipment (10,446,000) Proceeds from redemption of ARS 10,375,000 Cash decreases due to the sale of Suzhou (10,431,000) -------------- Net cash used by investing activities (9,717,000) -------------- Cash Flows From Financing Activities: Proceeds from borrowings 0 Payments on debt and capital lease (14,733,000) -------------- Net cash used by financing activities (14,733,000) -------------- Effect of exchange rate changes on cash 0 -------------- Net increase in cash and cash equivalents 43,086,000 Cash and cash equiv. beginning period 220,468,000 -------------- Cash and cash equiv. at end of period $263,554,000 ============== Results for Prior Quarters Spansion Inc. filed with the Court, on December 31, 2009, its 2009 Second Quarter Results ended June 28, 2009, a full-text copy of which is available for free at: http://ResearchArchives.com/t/s?4d3c Spansion, Inc., on December 31, 2009, filed with the Court its 2009 First Quarter Results ended March 29, 2009, with the U.S. Securities and Exchange Commission, a full-text copy of which is available for free at: http://ResearchArchives.com/t/s?4d3d About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the Company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Says It Owes Nothing to Spansion Japan ---------------------------------------------------- Pursuant to Section 503(b)(9) of the Bankruptcy Code, Spansion Japan Limited asks the U.S. Bankruptcy Court to direct the Debtors to pay it $340 million as an administrative expense claim, without prejudice to its right to seek an additional administrative expense claim for postpetition services. Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, attorney for Spansion Japan, tells the Court that Spansion Japan exclusively manufactured wafers for Spansion LLC between March 1, 2009, and October 27, 2009. Spansion Japan claims that the Debtors continued to order and received from Spansion Japan hundreds of thousands of wafers under the terms of the Foundry Agreement and FSET Foundry Agreement with the value in excess of $340 million, without remitting one penny to Spansion Japan. The Debtors, however, ask the U.S. Bankruptcy Court to determine that the estates do not owe any amounts to Spansion Japan Limited. The Debtors assert that the amounts that Spansion Japan owes to them exceed any amounts owing to Spansion Japan on an administrative basis. The Debtors aver that the Court should reject the contentions of Spansion Japan that its obligations to the Debtors should be ignored because: (a) the anti-setoff provision on which they rely is contained in a rejected contract and that is no longer binding on the Debtors; (b) strong precedent supports the Debtors' exercise of setoff under these circumstances; (c) it makes no sense to require the Debtors to press their claims affirmatively in Japan rather than to exercise them defensively in the United States, when Spansion Japan has availed itself of this forum voluntarily. The Official Committee of Unsecured Creditors joins in the Debtors' objection. Claims Estimation Spansion Inc. has asked the Court to estimate Spansion Japan Ltd.'s administrative claim at $0 for purposes of confirming and determining feasibility of its reorganization plan. Spansion Japan has claimed that it is entitled to an administrative expense claim in excess of $340 million with respect to the Prepetition Foundry Agreement. Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, maintains that in light of the administrative claim assertions and the Debtors' unsuccessful efforts to reach a consensual arrangement with Spansion Japan, and in order to avoid any delay to the ongoing Disclosure Statement approval and plan confirmation process, the Debtors ask the Court to determine and estimate the Administrative Expense Claim at $0 for purposes confirming and determining the feasibility of the Plan. Spansion Japan, however, asks the Court to deny the Debtors' Estimation Motion as moot. Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, counsel to Spansion Japan, relates that given the filing by Spansion Japan of its motion directing payment of its administrative claim and that the Administrative Expense Motion is scheduled to be heard at the same time as the Estimation Motion, consideration of the Estimation Motion is simply unwarranted because adjudication of the Estimation Motion will not advance the administration of the Debtors' cases. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Spansion Japan Wants Time to Elect on Foundry Pact ---------------------------------------------------------------- Spansion Japan Limited asks the Court to extend the period of time within which it may make an election under Section 365(n) of the Bankruptcy Code with respect to the rejection of that certain Second Amended and Restated Foundry Agreement between Spansion Japan and Spansion LLC, dated as of March 30, 2007. Spansion Japan asks the Court to extend its deadline from January 4, 2010, to February 11, 2010, or a later date as the Court may hold a hearing to consider confirmation of the Debtors' proposed Chapter 11 plan of reorganization. As previously reported, the Court, on November 19, 2009, entered an order granting the motion of the Debtors authorizing their rejection of the Second Amended and Restated Foundry Agreement with Spansion Japan Limited. The Rejection Order provides, among others, that Spansion Japan must file any election under Section 365(n) of the Bankruptcy Code with respect to the Foundry Agreement on or before January 4, 2010, and serve that election upon counsel to the Debtors, the Official Committee of Unsecured Creditors and the Ad Hoc Consortium of Noteholders. Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, counsel to Spansion Japan, relates that at the time the Rejection Order was entered, other Spansion Japan-related issues were set to be heard on dates well in advance of the January 4, 2010 date and the confirmation process was supposed to be completed shortly thereafter. Among the issues are: (a) Motion of Spansion Japan Limited for entry of an order allowing certain of its claims as Administrative Expenses and directing their payment; (b) Motion of GE Financial Services Corporation for allowance and payment of Administrative Expense Claim were set to be heard on December 15, 2009; (c) The Debtors' motion determining and estimating amount of Administrative Expense Claim of Spansion Japan relating to manufacture of Integrated Flash Memory Circuits was set for hearing on December 2, 2009. In addition, the commencement of the confirmation hearing was scheduled for January 7, 2010, and the objection deadline to the confirmation of the plan was set for January 4, 2010. According to Mr. Taylor, by January 4, 2010, it was expected that the parties would have either reached a global resolution or not, and accordingly, Spansion Japan would have had a full understanding of the impact that election would have had on its business going forward. At this stage, however, Mr. Taylor notes, none of these issues have been adjudicated and the parties' continuing relationship has yet to be determined. As a result of the current posture of the Debtors' cases, Spansion Japan avers that extending the date by which it must make its election under Section 365(n) of the Bankruptcy Code is warranted. "A modest extension of the election deadline in this case will not prejudice the Debtors or their estates in any way, and comports with Spansion Japan's understanding at the time it agreed to the January 4, 2010 date that, prior to making its election, it would have a better understanding of where Spansion Japan stood with regard to the Debtors and their businesses going forward," Mr. Taylor says. "Moreover, forcing a premature election in this case is inconsistent with the statutory purpose of preserving licensees' rights and would simply multiply litigation among the parties and further burden this Court," he adds. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) STANDARD FORWARDING: Files Schedules of Assets and Liabilities -------------------------------------------------------------- Standard Forwarding Co., Inc., filed with the U.S. Bankruptcy Court filed for the Central District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,422,000 B. Personal Property $14,567,212 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,102,358 E. Creditors Holding Unsecured Priority Claims $1,883,562 F. Creditors Holding Unsecured Non-priority Claims $2,034,613 ----------- ----------- TOTAL $15,989,212 $12,020,533 East Moline, Illinois-based Standard Forwarding Co., Inc., filed for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr. C.D. Ill. Case No. 09-83707). Erich Buck, Esq., who has an office in Chicago, Illinois, assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. STERLING FINANCIAL: Employees File Class-Action Lawsuit ------------------------------------------------------- Hagens Berman Sobol and Shapiro on Jan. 11 filed a class-action lawsuit on behalf of employees of one of Washington's largest commercial banks, Spokane-based Sterling Savings Bank, in US District Court claiming that the bank and its holding company, Sterling Financial Corporation, failed to protect employees' investment in company stock through the company's 401(k) Plan. The lawsuit, filed by HBSS, a Seattle-based class-action law firm experienced in ERISA and securities litigation, and Pennsylvania- based Brodsky and Smith, LLC, notes that Sterling's stock price has imploded as the result of ill-advised commercial real estate, construction and land loans, improper accounting and inadequate capitalization. Sterling and other defendants failed to properly manage pension funds by maintaining a large investment in Company Stock long after the stock became an imprudent investment -- a violation of the federal Employment Retirement Income Security Act (ERISA), the complaint states. "No qualified financial advisor would encourage rank-and-file employees to invest more than a modest amount of retirement savings in company stock, but actually advise against it," said HBSS managing partner Steve Berman. "Employees often interpret a match in company stock as an endorsement of the company and its stock. In this case, Sterling matched the stock employees invested in the pension plan with worthless Company Stock, further putting the pension fund at risk." Attorneys representing Oregon plaintiff Corey Deter estimate over 2,500 employees in Washington, Oregon, Idaho, Montana and California are affected by the actions listed in the complaint. Berman said the bank failed to disclose the company's massive financial problems caused by inadequately secured loans in commercial real estate, construction and land loans, and masked by allegedly improper accounting. The lawsuit charges that the company deliberately misled employees and shareholders on the value of the stock and failed to secure adequate reserves against its credit portfolio. Employees in the class include those who owned stock in the Sterling 401(k) from July 23, 2008, to the present. The plan heavily invested in Sterling stock despite a clear decline in performance. As of Dec. 31, 2007, the plan held approximately $16 million in Sterling common stock. A year later, Dec. 31, 2008, the plan held approximately $13 million in Sterling common stock, representing in excess of 20 percent of the assets of the pension plan. In the wake of its diving stock performance, Sterling failed to adequately and timely record losses for its impaired loans and secure assets to safeguard against its defaulting credit portfolio. As a result, Sterling stock traded at artificially inflated prices during the class period, reaching a high of $14.72 per share on Oct. 1, 2008, the lawsuit states. As of last Friday, the beleaguered stock closed at 70 cents per share. Sterling Bank is one of the largest commercial banks headquartered in Washington. It is one of the largest regional community banks in the U.S. that offers mortgage lending, construction financing and investment products to individuals, small business and commercial organizations and corporations. Golf Savings Bank, a branch of Sterling, focuses on the sale of single-family residential mortgage loans. The lawsuit charges that Sterling deliberately misled employees and investors and mismanaged its pension plan on a number of fronts, noting specifically that Sterling: -- Failed to account for and disclose Sterling's commercial real estate, construction and land development loans and failed to reflect impairment in the loans; -- Failed to adequately reserve for loan losses, such that Tier 1 capital was presented in violation of banking regulations and Generally Accepted Accounting Principles (GAAP). As a result, Sterling would be forced to consent to a cease and desist order from the Federal Deposit Insurance Corporation (FDIC) directing it to raise $300 million in capital; -- Failed to adequately account for its goodwill or its deferred tax assets such that its financial statements were presented in violation of GAAP. Prospective class members who want to learn more about legal requirements and membership in the class should contact Nick Styant-Browne at 1-206-268-9373 or STSA@hbsslaw.com. About Hagens Berman Sobol Shapiro Hagens Berman Sobol Shapiro (HBSS) is a law firm with offices in Seattle, Chicago, Cambridge, Los Angeles, Phoenix and San Francisco. Named to the 2006 and 2009 Plaintiffs' Hot List by National Law Journal, HBSS has developed a nationally recognized practice in class-action litigation. The firm has co-lead counsel in litigation to recover losses from Enron employees' retirement funds and represented Washington and 12 other states in lawsuits against the tobacco industry that resulted in the largest settlement in the history of litigation. The firm also served as counsel in several other high-profile cases, including the Washington Public Power Supply litigation, which resulted in settlements of nearly $1 billion. The firm also served as co-lead counsel in a VISA/Mastercard litigation, which resulted in excess of a $3 billion settlement. About Sterling Financial Corporation Sterling Financial Corporation of Spokane, Wash., -- http://www.sterlingfinancialcorporation-spokane.com/-- is the bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations. Both banks are state chartered and federally insured. Sterling offers banking products and services, mortgage lending, construction financing and investment products to individuals, small businesses, commercial organizations and corporations. As of Sept. 30, 2009, Sterling Financial Corporation had assets of $11.87 billion and operated 178 depository branches throughout Washington, Oregon, Idaho, Montana and California. TAYLOR-WHARTON: Stock Going to Investors for $12 Million -------------------------------------------------------- Taylor-Wharton International LLC received approval of the disclosure statement explaining its reorganization plan and is now scheduled to present the plan for confirmation on February 16. Bill Rochelle at Bloomberg News reports that under the Plan, holders of senior secured debt owed a total of $73.9 million will receive a new $20 million revolving credit loan and a $30 million term loan. The holders of the $74.8 million in subordinated notes are to have 7% of new equity, subject to dilution by 16.5% of the stock that may be given to managers. If general unsecured creditors accept the Plan, they will split up $100,000 cash. If they don't, they receive nothing. Holders of holding company notes are to receive nothing. According to the report, investors will buy $12 million in pay-in- kind notes in return for which they will receive 93% of the stock. The subordinated noteholders have the right to purchase half of the new so-called PIK notes. The Debtors filed voluntary petitions for chapter 11 bankruptcy on November 18, 2009, 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%. 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. TIMOTHY SCHWARTZ: Sec. 341 Creditors Meeting Set for Feb. 12 ------------------------------------------------------------ The U.S. Trustee for Region 11 will convene a meeting of Timothy L. Schwartz's creditors on February 12, 2010, at 10:00 a.m. at 308 West State Street, Room 40, Rockford, IL 61101. 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. Algonquin, Illinois-based Timothy L. Schwartz filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ill. Case No. 10-70004). Mr. Scwartz's affiliates, Boulevard Shoppes, LLC; Naples Sunshine, LLC; and Oakridge Development Co., also filed separate bankruptcy petitions last year. James E. Stevens, Esq., at Barrick, Switzer, Long, Balsley & Van Ev, assists Mr. Scwartz in his restructuring effort. Mr. Schwartz listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. TITLEMAX HOLDINGS: Ch. 11 Rolls Over Merrill $15M Cash Demand ------------------------------------------------------------- Expecting to win confirmation of its reorganization plan by April, TitleMax Holdings Inc. will continue to use cash collateral on terms Merrill Lynch Mortgage Capital Inc. contends let the Debtor avoid paying down $15 million of the $151 million owed to the bank, according to Law360. Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax, TitleBucks, US TitlePawn, American Title, and CheckMax is a closely held title-lending company with about 550 locations in seven states -- Georgia, South Carolina, Tennessee, Mississippi, Missouri, Virginia and Illinois. It holds customers' vehicle titles in exchange for cash. The Company was founded in 1998 and has 1,800 employees. The Company and its affiliates filed for Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805). DLA Piper LLP represents the Debtors in its restructuring efforts. The U.S. Trustee for Region 21 appointed seven creditors to serve on the official committee of unsecured creditors. Titlemax has assets and debts both ranging from $100 million to $500 million. TLC VISION: Files Schedules of Assets and Liabilities ----------------------------------------------------- TLC Vision (USA) Corp. and its debtor-affiliates filed with the U.S. Bankruptcy Court filed for the District of Delaware a summary of their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $35,264,161 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $107,608,304 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $527,525 ----------- ----------- TOTAL $35,264,161 $108,135,829 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. TOP SHIPS: Provides Update on Charter Agreement ----------------------------------------------- TOP Ships Inc. has received from the bareboat charterer of the M/T's "IONIAN WAVE" and "TYRRHENIAN WAVE," a reduced charterhire rate of $10,000 per day, rather than the $14,300 per day on a bareboat basis that is set forth in the charter agreement. As a result, TOP Ships believes that such charterer is in breach of the charter. TOP Ships is examining this unilateral reduction and intends to take all necessary steps to recover the amounts owed. Waivers As reported by the Troubled Company Reporter-Europe on Aug. 12, 2009, TOP Ships disclosed that it has received waivers and signed amendments to loan agreements with all five of the Company's lenders in relation to loan covenant breaches that took place as of December 31, 2008. The only outstanding amendments are in relation to: (i) the bulker financing with DVB Bank, which agreement has been in effect since April 2009, although the legal documentation has been delayed; and (ii) HSH financings, for which we have not yet managed to lower the adjusted net worth covenant below US$125 million. As of June 30, 2009, TOP Ships was in breach of other covenants not previously waived, which relate to minimum liquidity, adjusted net worth and asset values of product tankers with certain banks. TOP Ships has received waivers and amended certain loan agreements with the Royal Bank of Scotland and DVB, and TOP Ships is currently in negotiations with other lenders in relation to remaining breaches. As of June 30, 2009, TOP Ships had total indebtedness under senior secured credit facilities of $404.7 million with its lenders, RBS, HSH Nordbank, DVB, Alpha Bank, and Emporiki Bank, maturing from 2013 through 2019. About TOP Ships Inc. Based in Athens, Greece, TOP Ships Inc., formerly known as TOP Tankers Inc., is an international provider of worldwide seaborne crude oil and petroleum products and drybulk transportation services. The Company operates a combined tanker and drybulk fleet. TRIBUNE CO: Interactive Unit Launches Representation Division ------------------------------------------------------------- Tribune Interactive (TI) announced the formation and launch of its Representation Division, designed to streamline communications and operations in the generation and sharing of digital content among Tribune Company's newspapers, television stations and Web sites. The division will also facilitate high-level training for those involved in selling TI's suite of digital and mobile products and services. Jeff Kapugi, who has been promoted to SVP/Representation, will oversee the new division, which is composed of several TI departments including the content team, market services, customer rewards programs, and "The Syndicate," which generates original online content for Tribune's newspaper and television Web sites. Mr. Kapugi has served as VP/Content for TI's Chicago media properties since joining the company in 2008. "This is an efficient organizational structure for us," said Mr. Kapugi. "It enables us to more effectively communicate and educate our business units about TI's products and services." Julie Anderson expands her duties as VP/Content and Integration, and will now be responsible for digital content of all Tribune newspapers and TV stations. Part of her role will be to integrate interactive resources into the newsrooms of the company's media properties and create 24/7 operations that produce content dynamically for multiple platforms. Ms. Anderson's team consists of Jim Richards, who was recently appointed VP/Content for Los Angeles Times; Tim Dukes, VP/Broadcasting Digital Content; and a content director for Tribune's East Coast newspapers, who will be named at a future date. Ms. Anderson will work closely with Bill Adee at Chicago Tribune, who was recently appointed VP/Digital Content for the Chicago Tribune Media Group. She will continue working closely with Bob Gremillion, EVP/Publishing, and be based in Orlando. Ms. Anderson has overseen online content for Tribune's East Coast newspaper markets since August 2008. The new division of TI will also include a Sales Representation Team, led by Betsy Phillips, who has been named VP/Sales Representation. Phillips and her team will be responsible for assisting senior sales executives with training, support and the creation of incentive programs for the company's interactive, publishing, broadcasting and national sales teams. Phillips will have a special focus on Tribune's digital and mobile products. Phillips joined Tribune in 2009 and most recently served as sales coach/trainer for Tribune Interactive's retail and recruitment advertising team, TRG group. 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) TRIMERIS INC: Receives Delisting Notice From NASDAQ --------------------------------------------------- Trimeris, Inc., has received a NASDAQ Staff determination letter dated January 5, 2010, notifying the Company that its common stock is subject to delisting due to the Company's failure to hold its required annual meeting for fiscal year 2009. Trimeris has requested an appeal of the NASDAQ Staff's determination. Such request and hearing process will stay further action to delist the Company's securities from the NASDAQ Stock Market until such time as the hearing procedures have concluded. About Trimeris, Inc. Trimeris, Inc. -- http://www.trimeris.com/-- is a biopharmaceutical company engaged in the commercialization of therapeutic agents for the treatment of viral disease. The core technology platform of fusion inhibition is based on blocking viral entry into host cells. FUZEON(R), approved in the U.S., Canada and European Union, is the first in a new class of anti-HIV drugs called fusion inhibitors. TRONOX WORLDWIDE: Near Settlement with Arco in Oil Pollution Suit ----------------------------------------------------------------- Tronox Worldwide LLC and BP PLC subsidiary Atlantic Richfield Co. have asked a federal judge to stay a pollution cleanup suit brought by Tronox while the parties try to reach a settlement. Oklahoma-based Tronox, with about $1.4 billion in annual sales, is the third-largest global producer of titanium dioxide, behind industry leader E.I. DuPont de Nemours & Co. and Millennium Inorganic Chemicals. Tronox also produces electrolytic manganese dioxide, sodium chlorate, and boron-based and other specialty chemicals, which together account for about 7% of total sales. Weaknesses in the current operating environment, which include raw material price increases, a slowdown in North American demand, and temporary production problems at some plants, have contributed to a significant decline in recent earnings, cash flow, and liquidity. The earnings decline has in turn contributed to a very challenging financial covenant compliance situation at Tronox within the past few years. TUMBLEWEED INC: Court Confirms Chapter 11 Plan of Reorganization ---------------------------------------------------------------- The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for Western District of California confirmed Tumbleweed, Inc. and Custom Food Solutions LLC's Chapter 11 Plan. As reported in the Troubled Company Reporter on Nov. 23, 2009, according to the Disclosure Statement, the Plan contemplates the conveyance of the assets of the Debtors to Tumbleweed, LLC, a Kentucky limited liability company, which will be wholly-owned by a Kentucky limited liability company known as TWIN Management, LLC. The Plan is premised upon TWIN merging with the acquiring company. On the effective date, or as soon as practical, the assets of Tumbleweed and CFS will be conveyed and assigned to the acquiring company, which will assume the obligations under the GEFF Restructure Documents, the Fifth Third Restructure Documents and the other obligations contemplated by the Plan. The Parent Company will be owned by the controlling members of TWIN - Matt Higgins, Mike Higgins and David Roth and his affiliates, who will be compensated as: Matt Higgins will receive an annual base salary of $265,000, plus standard executive benefits including use of a company car, cellular phone service, health insurance and applicable bonuses; Mike Higgins will receive an annual base salary of $235,000, plus standard executive benefits including use of a company car, cellular phone service, health insurance and applicable bonuses; and David Roth and his affiliates will not receive any compensation on account of their role in the parent company. After all distributions, Tumbleweed and CFS will be dissolved pursuant to the Delaware General Corporation Law. The Plan is the product of negotiations among the Debtors, GEFF, Fifth Third, TW Indiana, LLC and other parties-in-interest. Under the Plan, claims against and interests in the Debtors are divided into different classes based on their similarity. If the Plan is confirmed by the Bankruptcy Court and consummated, on the effective date or soon thereafter, the Debtors will make distributions as provided in the Plan. The Plan also provides for distribution to certain unclassified claims as administrative claims. Classification and Treatment of Claims Class 1 - Administrative Claims - holders of a particular allowed administrative claim, allowed administrative claims will be paid in full in cash soon as practicable after the effective date. Class 2 - GEFF Secured Claims - will be satisfied by the execution and delivery of the GEFF Restructure Documents. Class 3 - Fifth Third Secured Claims - will be satisfied by the execution and delivery of the Fifth Third Restructure Documents. Class 4 - Winmark Capital Corporation Secured Claim - will be Reinstated by the Debtors' and acquiring company's continued payment of obligations related thereto pursuant to the parties' normal business terms, and assumed by the acquiring company on the effective date to the extent that any obligations thereunder remain outstanding. Class 5 - General Unsecured Claims - the Debtors will, on the later of (a) the effective date or (b) the date a claim becomes an allowed class 5 claim, distribute to the holder of an allowed class 5 claim the pro rata share of the class 5 distributable cash to be distributed pursuant to the Plan in full satisfaction, settlement, release and discharge of and in exchange for the general unsecured claim. The Debtors estimate that the total amount of Claims participating in Class 5 will be $520,434. The Debtors estimate that upon entry of the confirmation order the cash value of the class 5 distributable cash will be $52,000. Class 6 - Unsecured Rejection Claims - the Debtors will, on the later of (a) the effective date or (b) the date a Claim becomes an allowed class 6 claim, distribute to the holder of an allowed class 6 claim the pro rata share of the class 6 distributable cash to be distributed pursuant to the Plan in full satisfaction, settlement, release and discharge of and in exchange for the Unsecured Rejection Claim. The Debtors estimate that the total amount of claims participating in Class 6 will be $487,727. The Debtors estimate that upon entry of the confirmation order the cash value of the class 6 distributable cash will be $24,500. Class 7 - Holders of Contested Claims will not receive or retain any property under the Plan unless and until their claims are proven, liquidated and allowed. Upon a class 7 member's claim becoming an allowed claim, it will receive treatment similar to that of a class 5 claim. For purposes of voting on the Plan, holders of class 7 claims will be entitled to vote as members of class 5; each holder being entitled to a single vote, and a Claim value of $1.00. Class 8 - Holders of Interests in Tumbleweed or CFS will not receive or retain any property under the Plan on account of the Interests. On the effective date, all of the Tumbleweed stock Interests and CFS membership Interests will be deemed cancelled and extinguished. Class 9 - consists of those claims in which the holder has either obtained payment on account thereof during the course of the Chapter 11 cases or agreed to have its claim satisfied by third- party insurers of the Debtor. Members of Class 9 will not receive or retain any property under the Plan on account of the Claims. The Plan also contemplates lump sum distributions to holders of allowed claims, subject to modification by agreement prior to the effective date between the Debtors and the holder of an allowed claim. In the event that the holder of an unsecured claim becomes a holder of an allowed unsecured claim after the effective date, the holder will receive its distribution within 30 days of the date on which the claim became an allowed unsecured claim. Notwithstanding any provision of the Plan, the Debtors or any disbursing agent will not be required to make distributions or payments of fractions of dollars. Whenever any payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment may reflect a rounding of the fraction to the nearest whole dollar (up or down), with half dollars or less being rounded down. Further, neither the Debtors nor any disbursing agent will be required to distribute cash to the holder of an allowed claim in an impaired class if the aggregate amount of cash to be distributed on account of the claim is less than $5.00. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/TumbleweedInc_DisclosureStatement.pl Headquartered in Louisville, Kentucky, Tumbleweed, Inc. -- http://www.tumbleweedrestaurant.com/-- together with Custom Food Solutions LLC operate a chain of restaurants. Tubleweed and Custom Food filed separate petitions for Chapter 11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 and 09-31526). Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith, PLC, David M. Cantor, Esq., at Seiller Waterman LLC, and Gary L. Jones, Esq., at Jones Law Offices, represent Tumbleweed, Inc., as counsel. The Debtor listed between $10 million and $50 million each in assets and debts. TXCO RESOURCES: Court Set to Consider Sale Plan on January 19 ------------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas is set to consider the confirmation of the Chapter 11 Plan of TXCO Resources Inc. and its debtor- affiliates, on January 25, 2010, at 9:30 a.m. (Central Standard Time). Objections, if any, to confirmation of the Sale Plan and the TXCO Drilling Plan are due on January 19, 2010. According to the Disclosure Statement, the Debtors are putting forth two separate plans for consideration by the holders of Allowed Claims in connection with the payment of Allowed Claims by the Debtors. The Sale Plan The first plan contemplates a sale of substantially all of the assets of the Debtors to Newfield Exploration Company for $223 million. Under the Newfield PSA there are also certain Excluded Assets, which will remain with Reorganized TXCO and managed in order to pay the claims of The Debtors also have the opportunity to consider any unsolicited Acquisition Proposals to determine if they would constitute a Superior Proposal. The Debtors submit that the Sale Plan represents the best alternative for holders of all Claims. Under the Plan, the Debtors believe that there will enough funds to pay most Senior Mineral Lien Claimants in full. Additionally, the Debtors expect that the Excluded Assets under the Newfield PSA will provide over time a significant recovery to all General Unsecured Creditors, including the Junior Mineral Lien Claimants. While the Sale Plan does not provide for a recovery to the holders of Preferred Stock, the Sale Plan has a mechanism for making distributions to the holders of Preferred Stock in the event Reorganized TXCO's operations are able to pay all General Unsecured Creditors in full. Operational Plan In the event the Court does not confirm the Sale Plan or Closing does not occur, the Debtors would propose that the Court consider confirming the alternative plan. Under the alternative plan, the Debtors propose converting some of the debt held by the DIP Lenders and the Term Lenders into new equity of Reorganized TXCO. Additionally, the Debtors would issue new Notes to substantially all the Holders of Allowed Claims, except for Holders of General Unsecured Claims, who will receive either a cash distribution equal to 5% of their Allowed Claim or 2.5% of the common stock of Reorganized TXCO issued and outstanding as of the Effective Date (subject to dilution). The Debtors submit that they will only seek confirmation of the Operational Plan in the event the Court does not confirm the Sale Plan or Closing does not occur as set forth in the Sale Plan. The Operational Plan preserves the Debtors' ability to confirm a plan of reorganization prior to the Maturity Date of the DIP Loan. The Operational Plan is premised on the Debtors continuing their operations and satisfying the claims of creditors by consensually converting certain claims into the equity of Reorganized TXCO, while providing limited payments to other creditors over time to conserve the Debtors' cash flow. The ultimate payment of Claims will be tied to the Debtors continuing to operate profitably into the future. The Sale Plan proposes that on the effective date a Creditor Trust will be created which will hold the Secured Trust Promissory Note and the New Common Stock of Reorganized TXCO. The Debtors will transfer to the Creditor Trust the Secured Trust Promissory Note and the New Common Stock of Reorganized TXCO. The Debtors will also execute any and all documents granting to the Creditor Trust a security interest in the Excluded Assets. Operational revenue will initially represent the only other source of funding for ongoing operations and payment of the Secured Trust Promissory Note. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/TXCOResources_AmendedDS.pdf A full-text copy of the Sale Plan is available for free at: http://bankrupt.com/misc/TXCOResources_AmendedPlan.pdf A full-text copy of the Chapter 11 Plan for TXCO Drilling is available for free at: http://bankrupt.com/misc/TXCOResources_PlanDrilling.pdf About TXCO Resources TXCO Resources Inc. is an independent oil and natural gas enterprise with interests in the Maverick Basin of Southwest Texas, the Fort Trinidad area of East Texas, the onshore Gulf Coast region and the Marfa Basin of Texas, the Midcontinent region of Western Oklahoma and willow Gulf of Mexico waters. The Company's business strategy is to acquire undeveloped mineral interests and internally develop a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. The Company accounts for its oil and natural gas operations under the successful efforts method of accounting and trade its common stock under the symbol "TXCOQ.pk." The Company and its subsidiaries filed for Chapter 11 protection on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807). The Debtors hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated, as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. Gardere Wynne Sewell LLP represents the Committee. VALHALLA INVESTMENT: SEC Charges Advisers of Fraud, Freezes Assets ------------------------------------------------------------------ The Securities and Exchange Commission on Monday charged two Sarasota, Fla.-based investment advisers with securities fraud for misleading investors about the financial condition of three hedge funds they managed, and misrepresenting that they controlled the funds' investment and trading activities when in fact they were being handled by Arthur G. Nadel. The SEC alleges that Neil V. Moody and his son, Christopher D. Moody, distributed offering materials, account statements, and newsletters to investors that misrepresented the hedge funds' historical investment returns and overstated their asset values by as much as $160 million. The Moodys based their materials on grossly overstated performance numbers that Nadel created and provided to them. The Moodys failed to independently verify the accuracy of the figures despite multiple red flags, and relied exclusively on Nadel's inaccurate information when communicating with investors. The SEC charged Nadel with fraud last year and obtained an emergency court order to freeze his assets. "The Moodys led investors to believe that they were faithfully managing funds invested with them," said Glenn S. Gordon, Associate Director of the SEC's Miami Regional Office. "Instead, they abdicated their responsibilities to investors and ignored warning signs that should have alerted them to the fraud that was occurring all around them." According to the SEC's complaint, filed in federal court in Tampa, Fla., Neil and Christopher Moody disseminated misleading materials to investors about their hedge funds Valhalla Investment Partners L.P., Viking IRA Fund LLC, and Viking Fund LLC from at least 2003 through December 2008. The SEC's complaint further alleges that the Moodys misled investors regarding their role in managing the assets of the three hedge funds by claiming that they controlled all of the investment and trading decisions. In truth, under an arrangement that the Moodys had with Nadel, he controlled nearly all of the funds' investment and trading activities with no meaningful supervision or oversight by the Moodys. In its complaint against the Moodys, the SEC seeks permanent injunctions, financial penalties, and disgorgement of illegal gains. Without admitting or denying the SEC's allegations, the Moodys have consented to permanent injunctions against future securities fraud violations. The Moodys also consented to the entry of a Commission order that will bar them for five years from associating with any investment adviser. VAN HUNTER: Sec. 341 Creditors Meeting Set for Feb. 5 ----------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Van Hunter Development, Ltd's creditors on February 5, 2010, at 1:30 p.m. at 2000 E. Spring Creek Parkway, Plano, TX 75074. 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. Dallas, Texas-based Van Hunter Development, Ltd, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. E.D. Texas Case No. 10-40052). Larry A. Levick, Esq., at Singer & Levick, 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. WALTER DIAL: Files List of 20 Largest Unsecured Creditors --------------------------------------------------------- Walter David Dial, III, and Lorina Jewelene Dial have filed with the U.S. Bankruptcy Court for the Western District of Arkansas 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/arwb10-70009.pdf Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene Dial filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. W.D. Ark. Case No. 10-70009). David G. Nixon, Esq., at the Nixon Law Firm, 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. WALTER DAVID DIAL: Sec. 341 Creditors Meeting Set for Feb. 9 ------------------------------------------------------------ The U.S. Trustee for Region 13 will convene a meeting of Walter David Dial lll's creditors on February 9, 2010, at 2:15 p.m. at U.S. Federal Building, 35 E. Mountain St., 4th Floor, Room 416, Fayetteville, AR 72701. 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. Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene Dial filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. W.D. Ark. Case No. 10-70009). David G. Nixon, Esq., at the Nixon Law Firm, 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. WALTER DAVID DIAL: Taps Nixon Law Firm as Bankruptcy Counsel ------------------------------------------------------------ Walter David Dial III and Lorina Jewelene Dial has sought permission from the U.S. Bankruptcy Court for the Western District of Arkansas to employ The Nixon Law Firm at bankruptcy counsel. Nixon Law will, among other things: a. prepare records and reports as required by the Bankruptcy Rules, Interim Bankruptcy Rules and the Local Bankruptcy Rules; b. prepare applications, motions, and proposed orders to be submitted to the Court; c. identify and prosecute claims and causes of action assertable by the Debtor; and d. examine proofs of claim previously filed and to be filed herein and the possible prosecution of objections to certain of claims; Nixon Law will be paid $275 per hour for its services. David G. Nixon, a member of Nixon Law, assures the Court that Hodges Doughty is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Rogers, Arkansas-based Walter David Dial, III, and Lorina Jewelene Dial filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. W.D. Ark. Case No. 10-70009). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. WASHINGTON MUTUAL: Deal Approved for BNY's $4.1 Bil. Claims ----------------------------------------------------------- Washington Mutual Inc. and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee under the Senior Debt Securities Indenture, dated as of August 19, 1999, as supplemented, obtained approval from the Court for their stipulation, which provides for the resolution of BNY Mellon's claims arising from the Notes issued pursuant to the Indenture. BNY Mellon's Original Claims under the Indenture relate to: Claimed Claimed Notes Issuance Maturity Date Principal Interest -------------- ------------- ------------ ---------- 4.0% Notes January 15, 2009 $805,172,000 $6,351,912 4.2% Notes January 15, 2010 $504,419,000 $4,178,270 5.5% Notes August 24, 2011 $361,390,000 $1,766,795 5.0% Notes March 22, 2012 $375,700,000 $208,722 5.25% Notes September 15, 2017 $730,240,000 $1,171,426 Floating Rate August 24, 2009 $358,645,000 $970,042 Floating Rate January 15, 2010 $175,500,000 $1,099,877 Floating Rate March 22, 2012 $363,350,000 $141,454 Floating Rate September 17, 2012 $446,815,000 $359,267 In addition to the Notes Claims, BNY Mellon asserted claims: (i) as indenture trustee pursuant to an indenture, dated May 1, 1999, as supplemented, with Washington Mutual Bank, as successor to Providian Financial Corporation, with respect to 2.75% Convertible Cash to Accreting Senior Notes due March 15, 2016 for certain amounts due and owing pursuant to the Providian Indenture; (ii) as Property Trustee under an Amended and Restated Declaration of Trust, dated April 30, 2001, with respect to the 5.375% Junior Subordinated Deferrable Interest Debentures due 2041; and (iii) for the continuing accrual of interest and various other unliquidated amounts due and owing under the Indenture. Upon review and analysis of BNY Mellon's Claims, the Debtors noted that the claims should be allowed in different amounts. As a result of parties' discussions to resolve the discrepancy, the Debtors and BNY Mellon agreed to reduce the Claims to a total of $4,132,421,619, in these individual amounts: Allowed Notes Maturity Allowed Accrued Allowed Issuance Date Principal Interest Total Amount ------------ -------- ------------ ---------- ------------ 4.0% Notes 01/15/09 $804,984,292 $6,351,912 $811,336,205 4.2% Notes 01/15/10 $504,220,132 $4,178,270 $508,398,402 5.5% Notes 08/24/11 $361,181,452 $1,766,795 $362,948,248 5.0% Notes 03/22/12 $374,791,867 $208,722 $375,000,590 5.25% Notes 09/15/17 $726,744,896 $1,171,426 $727,916,323 Floating Rate 08/24/09 $358,645,000 $911,252 $359,556,252 Floating Rate 01/15/10 $175,500,000 $1,099,878 $176,599,878 Floating Rate 03/22/12 $363,350,000 $141,454 $363,491,454 Floating Rate 09/17/12 $446,815,000 $359,267 $447,174,267 Pursuant to the Stipulation, BNY Mellon will file a proof of claim against WaMu, which will be deemed to relate back to the Indenture Trustee Claim and therefore, be timely and properly filed. The Claim will also be limited in scope and amount to the assertion of the (i) Providian Notes Claim, (ii) Junior Subordinated Debentures Claim, and (iii) Unliquidated Claims, which consequently, will be deemed severed from the Indenture Trustee Claim. 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: Proposes Old Republic & Zurich Pacts ------------------------------------------------------- Washington Mutual Inc. and its units ask the Court to approve separate settlements dated December 23, 2009, they entered into with: (1) Old Republic Insurance Company and JPMorgan Chase Bank, N.A., pursuant to which JPMorgan will assume all liabilities and obligations of the Debtors and their non- debtor affiliates to Old Republic under the Old Republic Insurance Agreements; and (2) Zurich American Insurance Company and JPMorgan, pursuant to which JPMorgan will assume all liabilities and obligations of the Debtors and their non-debtor affiliates to Zurich under the Zurich Insurance Agreements. Old Republic provided workers' compensation and employers' liability, commercial general liability and business automobile liability insurance to WaMu and its affiliates, including Washington Mutual Bank. Pursuant to the Program Agreement, dated March 1, 2006, any and all amounts WaMu is required to pay under the Old Republic Policies, including losses, premiums and indemnification expenses, are joint and several obligations of WMI and its affiliates. Zurich also provided workers' compensation and employers' liability, commercial general liability, and business automobile liability insurance to WaMu and WMB, through various policies of insurance for certain periods. WaMu and Zurich entered into a Deductible Agreement and a Deducible and Paid Loss Retrospective Rating Agreement, each dated as of March 1, 2003, describing the scope, terms and structure of the deductible program and the obligations of WaMu and Zurich. To secure its obligations to Zurich under the Zurich Insurance Agreements, WaMu, as account party, provided Zurich with a clean irrevocable evergreen letter of credit in the amount of $18,000,000, as issued by JPMorgan. The vast majority of the employees covered by the Old Republic and Zurich Insurance Agreements were employees of WMB and its subsidiaries, substantially all of whom transferred employment to JPMorgan on September 25, 2008. In view of the transition of employment, the Debtors have entered, separately, into the Old Republic and Zurich Settlement Agreements, pursuant to which JPMorgan has agreed to assume all of the liabilities and obligations of WaMu and its affiliates to Old Republic and Zurich under the Insurance Agreements, including those not directly related to WMB, in exchange for the Debtors' agreement to assign and transfer all of their rights, title and interest with respect to the Policies to JPMorgan. Consequently, JPMorgan will assume liability for approximately $46,000 in unpaid premiums owed to Old Republic and will assume the Debtors' rights, title and interest in approximately $183,000 in return premiums, which were paid by WMB. JPMorgan will also assume liability of approximately $138,000 in unpaid premiums owed to Zurich. According to Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Settlement Agreements will extinguish the obligations and liabilities of the Debtors and their non-debtor affiliates to Old Republic and Zurich, and cancel the existing Old Republic and Zurich Letters of Credit. Without approval of the Settlement Agreements, the Debtors will remain jointly and severally liable for all amounts due pursuant to the Old Republic Program Agreement and all obligations under the Zurich Deductible Agreements, Mr. Collins notes. The Debtors could continue to be liable for those amounts, even though WMB historically paid all premiums due under the Old Republic and the Zurich Insurance Agreements and the vast majority of the employees covered by the Policies have transferred their employment to JPMorgan, he points out. Mr. Collins avers that the Settlement Agreements will reduce the Debtors' outstanding obligations and liabilities and protect the Debtors' assets. In addition, Old Republic, Zurich and JPMorgan have agreed to withdraw or amend, with prejudice, the proofs of claim they filed against the Debtors, which will ultimately inure to the benefit of the Debtors' estates, Mr. Collins told Judge Walrath. 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: Stipulation With Law Debenture Approved ---------------------------------------------------------- Washington Mutual Inc. has received approval from the Bankruptcy Court for a stipulation with Law Debenture Trust Company of New York. Law Debenture Trust Company of New York is successor indenture trustee under that certain indenture, dated as of April 4, 2000, as supplemented between the Debtors and The Bank of New York, as successor to Harris Trust and Savings Bank. In March 2009, Law Debenture, on behalf of itself and other holders of debt issued by the Debtors pursuant to the Indenture, filed Claim No. 2479 against the Debtors, asserting a total of $1,624,272,000 in principal amount and $47,731,331 in interest as due and owing pursuant to the Indenture as of Petition Date: Claimed Claimed Notes Issuance Maturity Date Principal Interest -------------- ------------- ------------ ----------- 8.250% Notes April 1, 2010 $452,160,000 $18,237,120 4.625% Notes April 1, 2014 $731,652,000 $16,543,464 7.250% Notes November 1, 2017 $440,460,000 $12,950,747 Law Debenture also asserted claims for the continuing accrual of interest and various other unliquidated amounts due and owing under the Indenture. As part of the Debtors' ongoing claims reconciliation process, the Debtors reviewed and analyzed the Indenture Trustee Claim. Thereafter, the Debtors determined that the Notes Claims, after accounting for the original issue discount, should be allowed in amounts that are different from the amounts that were asserted in the Indenture Trustee Claim. To resolve the discrepancy, the Debtors and Law Debenture have agreed on these corrected amounts owed with respect to the Notes Claims, pursuant to a stipulation: Allowed Notes Maturity Allowed Accrued Allowed Issuance Date Principal Interest Total Amount ------------ ---------- ------------ ----------- ------------ 8.250% Notes 04/01/2010 $452,160,000 $18,237,120 $470,004,030 4.625% Notes 04/01/2014 $731,652,000 $16,543,464 $745,636,697 7.250% Notes 11/01/2017 $440,460,000 $12,950,747 $450,824,242 Law Debenture will be deemed to have filed an additional proof of claim against WaMu on account of the Unliquidated Claims, which will be (i) deemed timely and properly filed, and (ii) limited in scope and amount to the assertion of the Unliquidated Claims. 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). WEISMAN ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Weisman Enterprises, Inc. dba Bays Inn 3530 BISCAYNE BLVD Miami, FL 33137 Bankruptcy Case No.: 10-10401 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: Robert C. Meyer, Esq. 2223 Coral Way Miami, FL 33145 Tel: (305) 285-8838 Fax: (305) 285-8919 Email: meyerrobertc@cs.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtor's petition, including a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb10-10401.pdf The petition was signed by Michael Diaz, vice president of the Company. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- January 27-29, 2010 TURNAROUND MANAGEMENT ASSOCIATION Distressed Investing Conference, Bellagio, Las Vegas Contact: http://www.turnaround.org/ Feb. 21-23, 2010 INSOL International Annual Regional Conference Madinat Jumeirah, Dubai, UAE Contact: 44-0-20-7929-6679 or http://www.insol.org/ April 20-22, 2010 TURNAROUND MANAGEMENT ASSOCIATION Sheraton New York Hotel and Towers, New York, NY Contact: http://www.turnaround.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ October 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: December 6, 2009 ********* 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. 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