/raid1/www/Hosts/bankrupt/TCR_Public/100122.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 22, 2010, Vol. 14, No. 21
Headlines
ACCELLENT INC: Moody's Assigns 'B1' Rating on New Senior Notes
AIR AMERICA: Ceases Operations; To File for Chapter 7
AMC ENTERTAINMENT: Kerasotes Deal Won't Affect Moody's Ratings
AMIDEE CAPITAL: Files for Chapter 11 Bankruptcy in Texas
AMR CORP: Reports $1.5 Billion Net Loss for Full Year 2009
ANGIE MANIATIS: Case Summary & 7 Largest Unsecured Creditors
ARLIE & COMPANY: Files for Bankruptcy, Says Solvent But Illiquid
ARLIE & COMPANY: Case Summary & 20 Largest Unsecured Creditors
ARTISAN HOTEL: Garret Capital Acquires Foreclosed Hotel
ASPEN LAND: Alpine Bank Wants Chapter 11 Case Dismissed
ATRIUM CORPORATION: Case Summary & 50 Largest Unsecured Creditors
AVIZA TECHNOLOGY: Disclosure Statement Hearing on Feb. 11
BASHAS' INC: Files Preliminary Reorganization Plan
BASIC LINE: Case Summary & 20 Largest Unsecured Creditors
BOB YARI PRODS: Files for Bankruptcy Amidst Legal Battle With UTA
BRUNDAGE-BONES: To Sell Business to Aurora Affiliate
BULLY'S SPORTS: To Close Damonte Ranch Shop on January 25
CARD ACTIVATION: Auditors Raise Going Concern Doubt
CHARLES MOTTLEY: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE HARDWOOD: Case Summary & 20 Largest Unsecured Creditors
CHAMPION ENTERPRISES: Gets Signatures for 2nd Amended DIP Pact
CHRYSLER LLC: Committee Amends Suit Against Daimler
CHRYSLER LLC: Dealer Wants Lift Stay to Avail of H.R. 3288
CHRYSLER LLC: Ellison Asserts Discrimination Claim in Bankr. Court
CHRYSLER LLC: MDEQ Wants to See Plans on Contaminated Sites
CHRYSLER LLC: Says Court Order Preempts Dealer Law Changes
CHRYSLER LLC: Various Parties Want More Information on Plan
CHRYSLER LLC: R. Liberatore Named Advisor to CEO
CIRCUIT CITY: LG Appeals Delay on Admin. Claim Payments
COLEMAN CABLE: Moody's Assigns 'B3' Rating on $235 Mil. Notes
COLEMAN CABLE: S&P Downgrades Corporate Credit Rating to 'B+'
CRESCENT BANKING: Receives Non-Compliance Notice From Nasdaq
DAVID DESTEFANO: Case Summary & 20 Largest Unsecured Creditors
DAVIES-REID INC: Seeks Approval of Jackson Store Sale
DESIGNER LICENSE: Files for Chapter 11 Bankruptcy
DETAIL CONCRETE: Case Summary & 20 Largest Unsecured Creditors
DURA AUTOMOTIVE: Buyer Can't End Contract With Supplier
EMPIRE CENTER: Hearing on Use of JPM Cash Collateral on February 4
ENERGY TRANSFER: Fitch Assigns 'BB' Rating on $1.75 Bil. Notes
ENERGY TRANSFER: Moody's' Affirms 'Ba1' Corporate Family Rating
EYE CARE: Moody's Withdraws 'B1' Corporate Family Rating
FAIRFIELD RESIDENTIAL: Capmark Finance to Get 60% of Excess Cash
FAIRFIELD RESIDENTIAL: Wants to Have Until Jan. 29 for Schedules
FAIRFIELD RESIDENTIAL: Section 341(a) Meeting Set for February 22
FAIRPOINT COMMS: Gets Nod to Hire Altman as Operational Consultant
FAIRPOINT COMMS: Global Naps Denied Lift Stay to Pursue Litigation
FAIRPOINT COMMS: Wins Approval of Rothschild Hiring
FONTAINEBLEAU LV: Aurelius, Icahn Gain Entry to Dispute
FREEDOM COMMUNICATIONS: New Plan Gives More to Unsecureds
GI JOE'S: BMC Group Demands Payment of Invoices
GOTTSCHALKS INC: Court Sets Confirmation Hearing for March 16
GREEKTOWN HOLDINGS: Blacklined Confirmation Order Released
GREEKTOWN HOLDINGS: Noteholders Oppose Isle of Capri Retention
GREEKTOWN HOLDINGS: Panel Wins Nod for Edelman Retention
GREENBRIER COS: S&P Affirms 'B-' Corporate Credit Rating
HAIGHTS CROSS: Files Plan and Disclosure Statement
HENDRICKS FURNITURE: Emerges from Chapter 11 Protection
HTG REAL: SA Court Converts Case to Chapter 7 Liquidation
HVHC INC: Moody's Withdraws 'Ba3' Corporate Family Rating
ILX RESORTS: New Plan Sells Ownership to Diamond Resort
INTRAWEST ULC: Creditors Begin Foreclosure Proceedings
ION MEDIA: Cyrus Asks District Court to Undo Restructuring Plan
JAPAN AIRLINES: Trustees Get Commencement Order from Tokyo Court
JAPAN AIRLINES: Seeks U.S. Court Recognition of Japan Proceedings
JAPAN AIRLINES: U.S. Court Issues Show Cause Order for Injunction
JAPAN AIRLINES: Downgraded to "D" by Japan Credits Rating Agency
KERASOTES SHOWPLACE: Acquisition by AMC May Fully Repay Debt
KERASOTES SHOWPLACE: S&P Puts 'B-' Rating on CreditWatch Positive
KMART CORP: Former CEO Losses Bid to Reverse 2009 Jury Verdict
LAKE AT LAS VEGAS: Can Access Cayman Islands Cash Until April 30
LAKE AT LAS VEGAS: Plan Confirmation Hearing Set for April 13
LAS VEGAS MONORAIL: Case Dismissal Hearing Set for February 17
LEHMAN BROTHERS: $6 Bil. in Claims Change Hands in 20 Days
LEHMAN BROTHERS: Payment of Fees of 10 Professionals Approved
LEHMAN BROTHERS: Proposes Kasowitz as Special Counsel
LOWER BUCKS: Asks for Court Okay to Access Cash Collateral
LOWER BUCKS: Court Extends Schedules Filing Until Feb. 18
LOWER BUCKS: Gets Court Okay to Hire Donlin Recano as Claims Agent
LOWER BUCKS: Taps Saul Ewing as Bankruptcy Counsel
MAMMOTH SAN JUAN: Plan Outline Hearing Continued to January 27
MANN BRACKEN: Blames Axiant Bankruptcy for Collapse
METRO-GOLDWYN: Mulls Prepack Bankruptcy + Asset Sale; Taps Skadden
NANCY VOREL: Voluntary Chapter 11 Case Summary
NATIONAL HOME: Has Until January 25 to File Schedules & Statement
NATIONAL HOME: Taps Great American to Assist in Store Closing
NEWFIELD EXPLORATION: Fitch Assigns 'BB-' Issuer Default Rating
NEWFIELD EXPLORATION: Moody's Puts 'Ba3' Rating on $650 Mil. Notes
NEWFIELD EXPLORATION: S&P Assigns 'BB+' Rating on $650 Mil. Notes
ORBITZ WORLDWIDE: S&P Puts 'B' Rating on CreditWatch Positive
OVERSTOCK.COM INC: Expects to Report First Annual Profit
PALM INC: BlackRock Discloses 11.89% Equity Stake
PANAMA CANAL RAILWAY: Moody's Cuts Rating on Senior Notes to 'Ba2'
PERSIK PRODUCTIONS: Case Summary & 20 Largest Unsecured Creditors
PERRY JOHNSON: Voluntary Chapter 11 Case Summary
PETTERS GROUP: Chapter 7 Trustee Can Use PCI Cash until March 31
PROTECTIVE PRODUCTS: Begins Internal Probe of CEO Patrick Caldwell
PROTECTION ONE: Taps JPMorgan to Explore Options; May Sell Biz
PROTECTIVE PRODUCTS: Names New Acting Chief Executive Officer
QUEBECOR WORLD: Trust Seeks to Recover $390MM in Preferences
QWEST COMMUNICATIONS: Announces Tax Treatment for 2009 Dividends
QWEST COMMUNICATIONS: Completes Offering of $800MM of 7.125% Notes
RAVINE ROAD: Voluntary Chapter 11 Case Summary
READER'S DIGEST: Has Intent to Assume Pacts With Disney
REGAL ENTERTAINMENT: Board Approves Cash Bonuses, Hikes Exec Pay
REGAL ENTERTAINMENT: Inks Employment Deal with Peter Brandow
RICARDO JIMENEZ: Voluntary Chapter 11 Case Summary
ROTHSTEIN ROSENFELDT: Fisher to Conduct Auction on January 23
RUBICON US REIT: Files for Chapter 11 in Delaware
RUBICON US REIT: Case Summary & 30 Largest Unsecured Creditors
SEALY CORP: Posts $2.574 Million Net Income for Nov. 29 Quarter
SENSIVIDA MEDICAL: Posts $365,000 Net Loss in November 30 Quarter
SIGA TECHNOLOGIES: Two Directors Resign From Board
SIX FLAGS: Files Lawsuit Against Parc for Contract Breach
SIX FLAGS: SFO Noteholders Group Has Rule 2019 Disclosure
SIX FLAGS: Unsecureds Appeal Noteholders Group Disclosure Ruling
SIMMONS BEDDINGS: Ares Management Complete Acquisition
SMURFIT-STONE: 600+ Claims Change Hands in One Month
SMURFIT-STONE: SG Has Intent to Purchase Preferred Stock
SMURFIT-STONE: Wins OK for Spencer Stuart as Search Consultant
SMURFIT-STONE CONTAINER: Moody's Puts 'B2' Rating on $1.2BB Loan
SOUTHERN GOLF: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: Reach Pact with Aehr on $18.5M Claim
SPECIALTY PACKAGING: In Chapter 11 to Sell Biz to Schwan-Stabilo
SUCCESSFACTORS INC: To Report Q4 and Fiscal 2009 Results on Feb. 4
SUN COMMUNITIES: Declares Fourth Quarter 2009 Dividend
TALBOTS INC: Amends Loan Facility, Repays Third Party Bank Debt
TAUBMAN CENTERS: To Release 4th Quarter Earnings on February 9
TENNECO INC: To Report Q4 and FY2009 Earnings on February 4
TRILOGY INTERNATIONAL: Moody's Reviews 'B3' Corp. Family Rating
TLC VISION: Stock-Swap Plan to Face Shareholder Opposition
TRONOX INC: Receives Final Clearance for Replacement DIP
TRUMP ENTERTAINMENT: Hearing on Competing Plans on Feb. 23
UAL CORP: 260 Workers at O'Hare Airport Laid Off
UAL CORP: April 9 Trial on GSA Lawsuit Against United
UAL CORP: Two Directors Acquire 2,361 Shares of Stock
UNITED RENTALS: To Release Q4 and FY2009 Earnings on Feb. 4
UNO RESTAURANT: Updated Case Summary & 30 Largest Unsec. Creditors
UNIVERSAL FIDELITY: Case Summary & 20 Largest Unsecured Creditors
UNO RESTAURANT: Court Approves Cash Collateral Use, DIP Loan
VAIREX CORP: ViCTORi Surpasses $100,000 Offering Minimum
VANGUARD HEALTH: Moody's Assigns 'Ba2' Rating on Various Loans
VANGUARD HEALTH: S&P Assigns 'B+' Rating on $765 Mil. Loan
VISTEON CORP: Disclosure Statement Hearing Adjourned to Feb. 18
VISTEON CORP: Consider Plan to Pay Off Unsecured Creditors
VISTEON CORP: Non-Union Employees Want Pension Committee
VISTEON CORP: Retirees Oppose Transfer Of Pension Debts to PBGC
WASHINGTON MUTUAL: Court OKs Grant Thornton Additional Work
WASHINGTON MUTUAL: Plan Exclusivity Hearing on Feb. 22
WASHINGTON MUTUAL: Regulators Oppose Rule 2004 Probe
WEST AVIATION: Case Summary & 10 Largest Unsecured Creditors
WHITE ENERGY: Court Clears Way for Ch. 11 Plan
WILD EDIBLES: Settles With Former Workers for $340,000
W.R. GRACE: Canadian Government Says Plan is Unconfirmable
W.R. GRACE: Proposes Exit Financing Agreements
W.R. GRACE: Proposes New $100MM Credit Facility & Hedge Agreement
W.R. GRACE: Resolves NuStar, et al., Plan Confirmation Objections
* Fulbright & Jaworski Names Seven New Partners
* Offit Kurman Attorneys Named as 2010 Maryland Super Lawyers
* BOOK REVIEW: Instincts of the Herd in Peace and War
*********
ACCELLENT INC: Moody's Assigns 'B1' Rating on New Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 to Accellent Inc.'s new
senior secured note offering and a Ba3 to its new asset backed
revolving credit facility. At the same time, Moody's affirmed the
company's existing B3 Corporate Family and Probability of Default
ratings and Caa2 senior subordinated note rating. The rating
outlook is stable. Proceeds from the note offering will be used
to refinance an existing bank term loan. Moody's plans to
withdraw the ratings on the existing revolver and term loan once
this transaction closes.
Moody's views the transaction favorably because it improves the
debt maturity profile of the company. In addition, the new ABL
offers more flexibility with respect to financial covenants.
"Although Accellent's balance sheet remains highly leveraged, this
transaction removes near-term refinancing risk," said Diana Lee, a
Senior Credit Officer at Moody's.
The B3 CFR reflects very high leverage, the relatively small size
of the company and dependence on end-user markets. Accellent's
top-line growth has recently been constrained by the weak economy
and the timing of end-user product launches.
The stable outlook reflects Moody's belief that pressure on sales
growth will be offset by ongoing improvements in operating
performance and cash flow. In addition, given high leverage, the
stable outlook assumes the company will not engage in debt
financed acquisitions.
Ratings assigned:
Accellent Inc:
* $75 million ABL revolver at Ba3 LGD1, 2%
* $400 million senior secured notes at B1 LGD3, 32%
Ratings affirmed:
* Corporate Family rating at B3
* Probability of Default rating at B3
* Sr. subordinated notes at Caa2 LGD5, 83%
* Speculative grade liquidity rating at SGL-2
Ratings expected to be withdrawn:
* $75 million secured revolver at B1 LGD2, 29%
* $400 million secured term loan at B1 LGD2, 29%
The last rating action for Accellent was taken on July 7, 2009,
when the company's Corporate Family and Probability of Default
Ratings were upgraded to B3 from Caa1.
Accellent Inc., headquartered in Wilmington, MA, is an outsource
manufacturer of medical products, primarily serving the
cardiology, endoscopy, and orthopedic markets.
AIR AMERICA: Ceases Operations; To File for Chapter 7
-----------------------------------------------------
Air America Media ceased its live programming operations as of
Thursday afternoon. The Company said it will file soon under
Chapter 7 of the Bankruptcy Code to carry out an orderly winding-
down of the business.
Air America will continue to assist affiliates and partners in
achieving a smooth transition. Starting at 6 p.m. EST Thursday,
Air America provided affiliates, listeners and users a selection
of encore programming until 9 p.m. EST on Monday, January 25, at
which time Air America programming will end.
In a letter posted on its Web site, Air America Media said the
very difficult economic environment has had a significant impact
on its business. "This past year has seen a 'perfect storm' in
the media industry generally. National and local advertising
revenues have fallen drastically, causing many media companies
nationwide to fold or seek bankruptcy protection. From large to
small, recent bankruptcies like Citadel Broadcasting and closures
like that of the industry's long-time trade publication Radio and
Records have signaled that these are very difficult and rapidly
changing times," Air America said.
"Those companies that remain are facing audience fragmentation as
a result of new media technologies, are often saddled with
crushing debt, and have generally found it difficult to obtain
operating or investment capital from traditional sources of
funding. In this climate, our painstaking search for new investors
has come close several times right up into this week, but
ultimately fell short of success.
"With radio industry ad revenues down for 10 consecutive quarters,
and reportedly off 21% in 2009, signs of improvement have
consisted of hoping things will be less bad. And though
Internet/new media revenues are projected to grow, our expanding
online efforts face the same monetization and profitability
challenges in the short term confronting the Web operations of
most media companies
Air America said it intends a rapid, orderly closure over the next
few days. All current employees were paid through January 21. A
severance package will be offered Friday to full-time current
employees with more than six months of tenure.
Air America Radio was launched in April 2004 with already-known
personalities like Al Franken and then-unknown future stars like
Rachel Maddow. Air America had some 100 radio outlets nationwide.
AMC ENTERTAINMENT: Kerasotes Deal Won't Affect Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service said AMC Entertainment Inc.'s proposed
acquisition of Kerasotes Showplace Theaters, LLC, is not likely to
affect its debt ratings. These are maintained under the name of
its parent company, Marquee Holdings, Inc.
Moody's most recent rating action concerning AMC-Marquee was taken
on May 27, 2009, at which time, among other things, notes issued
by AMC were rated B1.
Marquee's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of Marquee's core industry and Marquee's ratings are
believed to be comparable to those of other issuers of similar
credit risk.
Headquartered in Kansas City, Missouri, Marquee is an investment
holding company that, through AMC Entertainment, Inc., owns and
operates 309 theatres and 4,628 screens, 99% of which are located
in the United States and Canada. Marquee is indirectly owned
through AMC Entertainment Holdings, Inc., by a private equity
consortium comprised of J.P. Morgan Partners, LLC, Apollo
Management, L.P., and certain related investment funds and
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors.
AMIDEE CAPITAL: Files for Chapter 11 Bankruptcy in Texas
--------------------------------------------------------
Amidee Capital Group filed for bankruptcy under Chapter 11 January
17 (Bankr. S.D. Tex. Case No. 10-20041), listing both assets and
debts of between $10 million and $50 million.
Billings Gazette reports one related company also filed for
bankruptcy in December and another 10 companies more this week.
Amide Hotels & Resorts Inc. did not file for bankruptcy.
Amidee Capital owns the Parkway Plaza Hotel and Convention Centre.
According to Billings Gazette, the hotel bounced a $9,126 check to
the city of Casper for a water bill, incurred about a total of
$85,000 in liens filed by Wyoming's Workers' Safety and
Compensation Division and the Department of Revenue, and the
Casper architecture firm Amundsen Associates.
Douglas J. Brickley has been tapped as chief restructuring
officer. Matthew Scott Okin, Esq., at Okin Adams & Kilmer LLP,
has been engaged as bankruptcy counse.
Amidee Capital Group, Inc. is a private real estate investment
firm specializing in the acquisition, renovation, operation and
resale of real estate properties with "value added" potential.
Headquartered in Houston, TX, Amidee(R) primarily seeks out
commercial office buildings, multifamily rental complexes, hotels
and "super luxury" homes with such potential in order to generate
quality returns for itself and its sponsored real estate fund.
AMR CORP: Reports $1.5 Billion Net Loss for Full Year 2009
----------------------------------------------------------
For all of 2009, AMR Corporation, the parent company of American
Airlines, Inc., recorded a net loss of $1.5 billion, or $4.99 per
share, compared to a loss of $2.1 billion, or $8.16 per share, for
2008. Excluding special items and the non-cash tax item, the
Company lost $1.4 billion, or $4.63 per share, for all of 2009,
compared to a loss of $1.2 billion, or $4.76 per share, in 2008.
AMR reported a net loss of $344 million, or $1.03 per share, for
the fourth quarter of 2009.
The fourth quarter 2009 results include the negative impact of
$177 million in non-cash special items, which consists primarily
of impairment charges of approximately $96 million to write down
certain route and slot authorities mainly in Latin America;
$42 million to write down certain Embraer RJ-135 aircraft to their
estimated fair values; and $20 million associated with the
retirement of the Airbus A300 fleet. Also included is the
positive impact of a non-cash tax item of approximately
$248 million primarily related to hedging gains within Other
Comprehensive Income during 2009. Excluding these special items
and the non-cash tax item, the Company lost $415 million, or
$1.25 per share, in the quarter.
The results for the fourth quarter of 2009 compare to a loss of
$347 million, or $1.24 per share, for the fourth quarter of 2008.
The fourth quarter 2008 results included a $23 million charge for
aircraft groundings, facility write-offs and severance related to
capacity reductions, and a $103 million non-cash pension
settlement charge driven by a large number of early pilot
retirements. Excluding those special items, the Company lost
$221 million, or $0.79 per share, in the fourth quarter of 2008.
AMR reported fourth quarter consolidated revenues of approximately
$5.1 billion, a decrease of 7.4 percent year over year, largely
driven by reduced capacity and the reduced demand for air travel
and cargo resulting from the global economic downturn.
While the revenue and demand environment has remained challenging,
the Company's year-over-year declines in consolidated revenue,
cargo revenue and mainline passenger unit revenue have narrowed
sequentially in the third and fourth quarters.
AMR ended the fourth quarter with approximately $4.9 billion in
cash and short-term investments, including a restricted balance of
$460 million, compared to a balance of $3.6 billion in cash and
short-term investments, including a restricted balance of
$459 million, at the end of the fourth quarter of 2008. In the
third and fourth quarters of 2009, the Company closed
approximately $5 billion in financing transactions to bolster
liquidity, finance the delivery of new Boeing 737-800 aircraft and
refinance existing debt maturities.
AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $16.1 billion at the end
of the fourth quarter of 2009, compared to $15.1 billion a year
earlier.
AMR's Net Debt, which it defines as Total Debt less unrestricted
cash and short-term investments, was $11.7 billion at the end of
the fourth quarter, compared to $12.0 billion in the fourth
quarter of 2008.
"In 2009, our company once again proved its resiliency and ability
to battle through challenges while continuing to work toward a
successful future," said AMR Chairman and CEO Gerard Arpey. "The
fuel crisis of 2008 was replaced by the worst recession in
decades, which hurt travel demand severely, and tight capital
markets. Yet, we took steps to address those challenges by
bolstering our liquidity and financial flexibility and remaining
disciplined with capacity. At the same time, we strengthened our
global network, reinvested in our fleet and products, and made
strides to improve our dependability and our customers'
experience.
"I want to thank our employees for their efforts during such
challenging times. We are hopeful that better times lay ahead,
and we are intensely focused on returning to profitability and
executing on our FlightPlan 2020 to position us for long-term
success."
Mr. Arpey added that American expects to receive U.S. regulatory
approval, in the near future, of its antitrust immunity
application with fellow oneworld(R) members British Airways,
Iberia, Finnair, and Royal Jordanian. This approval will pave the
way for American, British Airways, and Iberia to launch a joint
business relationship on flights between North America and Europe.
Additionally, the companies continue to demonstrate the public
benefits of their plans to regulators in the European Union.
About AMR Corp.
Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline. At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.
Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle." American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.
* * *
AMR carries a 'CCC' issuer default rating from Fitch Ratings. It
has 'Caa1' corporate family and probability of default ratings
from Moody's. It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.
ANGIE MANIATIS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Angie G. Maniatis
aka Evangelia G Maniatis
2 S Dexter St
Denver, CO 80246-1051
Bankruptcy Case No.: 10-10951
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Michael E. Romero
Debtor's Counsel: Kenneth J. Buechler, Esq.
1660 Lincoln St., Ste. 2200
Denver, CO 80264
Tel: (303) 296-1999
Fax: (303) 296-7600
Email: Ken.Buechler@Sendwass.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
7 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cob10-10951.pdf
The petition was signed by Angie G. Maniatis.
ARLIE & COMPANY: Files for Bankruptcy, Says Solvent But Illiquid
----------------------------------------------------------------
Arlie & Company filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 10-60244), listing assets of $100 million to $500
million, and debts of $50 million to $100 million.
Diane Dietz at The Register-Guard relates that Arlie & Company
said it has assets but does not have sufficient cash.
Arlie & Company -- http://www.arlie.com/-- is a property
developer. It is doing business as DHF Corp., and formerly dba
Arlie Land and Cattle Company and Crescent Village Community
Gardens, LLC.
ARLIE & COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arlie & Company
fdba DHF Corp.
fdba Arlie Land and Cattle Company
fka 2911 Tennyson Ave LLC
fka Crescent Village Community Gardens, LLC
fka Crescent Village Homes, LLC
fka Arlie Property Management, Inc.
fka Hawaii Forest Products LLC
2911 Tennyson Ave., #400
Eugene, OR 97408
Bankruptcy Case No.: 10-60244
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Oregon
Judge: Albert E. Radcliffe
About the Business: Arlie & Company -- http://www.arlie.com/-- is
a property developer. It is doing business as
DHF Corp., and formerly dba Arlie Land and
Cattle Company and Crescent Village Community
Gardens, LLC.
Debtors' Counsel: Albert N. Kennedy, Esq.
888 SW 5th Ave #1600
Portland, OR 97204
Tel: (503) 802-2013
Email: al.kennedy@tonkon.com
Estimated Assets: $100,000,001 to $500,000,000
Estimated Debts: $50,000,001 to $100,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/orb10-60244.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Century Bank Unsecured line of $200,000
credit
National Surety Corp Insurance premiums $106,607
Attn: Debbie Holstedt
Rowell Brokaw Architects Professional services $81,039
PC (architects)
Gartland Nelson McCleery Professional services $79,217
(legal)
Burr, Pilger & Mayer LLP Professional services $69,574
(accountants)
Cessna Aircraft Co Maintenance contract $43,107
& pro-parts on company
plane
Adam Grosowsky Artwork (amount show $30,000
is an estimate-total
value not yet
determined)
Twin Rivers Plumbing Trade debt $29,790
Comfort Flow Heating Trade debt $27,319
Northwest Wall Systems Trade debt $23,846
Inc.
City of Veneta SDCs (water & sewer $20,175
development)
Michael P. Kearney, PC Professional services $15,122
(legal)
Pension Planners Northwest Professional services $14,341
(employee benefit
administration)
JB Electric Inc. Trade debt $14,056
Balzhiser & Hubbard Inc Professional services $11,253
(engineers)
Jeff King Contractor Trade debt $10,878
Mid-Valley Glass & Trade debt $10,414
Millwork
Triple J&S Signs Trade debt $10,241
JRH Engineering Professional services $8,913
(engineers)
Eugene Sand & Gravel Inc Trade debt $8,884
The petition was signed by Scott M. Diehl, vice president of the
Company.
ARTISAN HOTEL: Garret Capital Acquires Foreclosed Hotel
-------------------------------------------------------
Amanda Finnegan at Las Vegas Sun reports that Garret Capital, a
unit of The Siegel Group, acquired the foreclosed non-gaming hotel
of Artisan Hotel. According to the report, Siegel Group acquired
a promissory note secured by a First Deed of Trust from the
hotel's lender Citizen Bank of Missouri and assumed operational
control of the property last week.
The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/--
operates the Artisan Hotel & Spa in Las Vegas, Nevada. The
Company filed for Chapter 11 protection on Dec. 9, 2009 (Bankr. D.
Nev. Case No. 08-24684). David J. Winterton, Esq., at David J.
Winterton & Assoc. Ltd., represents the Debtor in its
restructuring efforts. In its petition, the Debtor posted assets
of between $10 million to $50 million, and debts of between
$1 million to $10 million.
ASPEN LAND: Alpine Bank Wants Chapter 11 Case Dismissed
-------------------------------------------------------
The Aspen Times says Alpine Bank is asking the U.S. Bankruptcy
Court in Denver to (i) dismiss Aspen Land Fund II LLC's Chapter 11
bankruptcy case, and (ii) lift the automatic stay. The bank wants
to continue foreclosure proceedings against the development group
that is planning to build a hotel at the base of Aspen Mountain.
A hearing is set for Feb. 2, 2010, to consider the bank's request.
Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain. The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162). In its
petition, the Debtor says it has $31,572,828 in assets and
$34,695,549 in debts.
Atrium and its U.S. subsidiaries filed voluntary Chapter 11
petitions with the U.S. Bankruptcy Court in Delaware on
January 20, 2010 (Bankr. D. Del. Case No. 10-10150). The
Company's Canadian subsidiary also initiated reorganization
proceedings under the Companies' Creditors Arrangement Act (CCAA)
in the Ontario Superior Court of Justice in Toronto. The Chapter
11 petition says that debts range from $100 million to
$500 million. The Company's legal advisors are Kirkland & Ellis
in the U.S. and Goodmans LLP in Canada. Moelis & Company is
serving as financial advisor. Garden City Group Inc. serves as
claims and notice agent.
ATRIUM CORPORATION: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Atrium Corporation
3890 West Northwest Highway, Suite 500
Dallas, TX 75220
Bankruptcy Case No.: 10-10150
Debtor-affiliate filing separate Chapter 11 petitions:
Entity Case No.
------ --------
ACIH, Inc. 10-10151
Aluminum Screen Manufacturers, Inc. 10-10152
Atrium Companies, Inc. 10-10153
Atrium Door and Window Company - West Coast 10-10154
Atrium Door and Window Company of Arizona 10-10155
Atrium Door and Window Company
of the Northeast 10-10156
Atrium Door and Window Company
of the Northwest 10-10157
Atrium Door and Window Company
of the Rockies 10-10158
Atrium Enterprises Inc. 10-10159
Atrium Extrusion Systems, Inc. 10-10161
Atrium Florida, Inc. 10-10162
Atrium Vinyl, Inc. 10-10163
Atrium Windows and Doors of Ontario, Inc. 10-10164
Champion Window, Inc. 10-10165
North Star Manufacturing (London) Ltd. 10-10166
R.G. Darby Company, Inc. 10-10168
Superior Engineered Products Corporation 10-10169
Thermal Industries, Inc. 10-10170
Total Trim, Inc. 10-10172
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Delaware
Judge: Brendan Linehan Shannon
About the Business: Atrium Companies -- http://www.atrium.com/--
Manufactures residential vinyl and aluminum
windows and patio doors in North America.
Debtors' Counsel: Richard M. Cieri, Esq.
Joshua A. Sussberg, Esq.
Brian E. Schartz, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Dominic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
Klehr Harrison Harvey Branzburg LLP
919 Market Street
Wilmington, Delaware 19801-3062
Tel: (302) 426-1189
Fax: (302) 426-9193
Debtors'
Financial Advisor: Deloitte Financial Advisory
Services LLP
Debtors'
Investment Banker: Moelis & Company
Debtors'
Canadian Counsel: Goodmans LLP
Debtors' Claims
Agent: Garden City Group Inc.
Consolidated Assets: Not Stated
Consolidated Debts: $655.9 Million as of Dec. 31, 2009
Atrium Corp.'s petition says assets are up to $500,000 while debts
range from $100 million to $500 million.
A full-text copy of Atrium Corp.'s petition, including a list of
50 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/deb10-10150.pdf
Consolidated List of 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
US Bank National 11% Senior $47,921,693
Association Subordinated Notes
Due 2012
US Bank National 15% Senior $220,306,577
Association Subordinated Notes
Due 2012
US Bank National 11 1/2% Senior $4,565,000
Association Subordinated Notes
Due 2012
Cardinal Glass Trade Debt $814,810
Zurich U.S. (Casualty) Insurance $587,131
Mikron Industries Trade Debt $492,612
Aurora Plastics Inc. Trade Debt $319,199
Amesbury Group Trade Debt $237,119
PPG Industries Trade Debt $235,347
Royal Window and Door Trade Debt $224,675
Profiles
Shapes Unlimited Trade Debt $219,882
GE Capital Commercial Trade Debt $180,859
Georgia Gulf Corporation Trade Debt $164,055
Truth Hardware Trade Debt $139,441
Nichols Aluminum Davenport Trade Debt $131,076
Salem Carriers Inc. Trade Debt $108,851
Ryder Transportation Trade Debt $105,577
Board of Equalization Tax $101,045
Phifer Inc. Trade Debt $90,163
H B Fuller Company Trade Debt $82,723
Vision Industries Group Trade Debt $79,425
Inc.
Salem Leasing Corp. Trade Debt $78,554
Valspar Corporation Trade Debt $75,021
New York Wire Company Trade Debt $69,341
Industrial Distribution Trade Debt $62,187
Group
Edgetech I.G. Inc. Trade Debt $56,518
Dac Products Inc. Trade Debt $56,274
Box Board Products Inc. Trade Debt $52,852
Pilkington North America Trade Debt $47,099
Inc.
Texas MPP Trade Debt $44,909
San Bernardino County Tax $42,652
Aluminite Manufacturing Trade Debt $40,720
Co. Inc.
Truseal Tech Inc. Trade Debt $40,153
Colonial Metal Products Trade Debt $37,837
Inc.
Vytron Corporation Trade Debt $37,535
Aleris Rolled Products Trade Debt $34,875
Banc of America Leasing Trade Debt $34,221
Sierra Aluminum Company Trade Debt $34,218
First American Resources Trade Debt $34,016
Bostik Inc. Trade Debt $33,744
Saint-Gobain Technical Trade Debt $33,466
Fabrics
Century Hardware Trade Debt $32,918
Bright Truck Leasing Corp Trade Debt $32,314
The Quality Group Trade Debt $32,050
ATN Holding Inc. Trade Debt $29,701
Alu Die Trade Debt $28,926
Hartung/Agalite Trade Debt $28,149
Magnolia Metal & Plastic Trade Debt $24,581
Prod
Astro Shapes Trade Debt $23,525
Linde North America and Trade Debt $23,448
Specialty Gases
The petition was signed by Gregory T. Faherty, chief executive
officer and president of the Company.
AVIZA TECHNOLOGY: Disclosure Statement Hearing on Feb. 11
---------------------------------------------------------
Aviza Technology Inc., now known as ATI Liquidating, Inc., will
seek approval of the disclosure statement explaining its plan of
liquidation at a hearing on February 11.
The Debtor can begin soliciting votes on the liquidating plan
after the Bankruptcy Court affirms the adequacy of the information
in the Disclosure Statement.
In September 2009, the Court approved the sale of most of the
assets of Aviza to Sumitomo Precision Products for $58 million.
The Plan provides for the means of distributing the proceeds of
the sale to creditors.
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.
BASHAS' INC: Files Preliminary Reorganization Plan
--------------------------------------------------
According to Kamcity.com, Bashas' Inc. submitted the U.S.
Bankruptcy Court in Phoenix a preliminary plan of reorganization
to make payment in full and with interest over an extended term to
all allowed pre-petition claimants. The Company asked the Court
to appoint an ombudsman to serve for several years as liaison with
its creditors, and to report to those creditors about its
financial performance and whether the chain will be able to meet
its payment obligations.
Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona. It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts. Michael W.
Carmel, Ltd., is the Debtors' co-counsel. Deloitte Financial
Advisory LLP serves as financial advisors. Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent. In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.
BASIC LINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Basic Line, Inc.
975 High Street
Perth Amboy, NJ 08861
Bankruptcy Case No.: 10-11474
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Debtor's Counsel: Daniel Stolz, Esq.
Wasserman, Jurista & Stolz
225 Millburn Ave., Suite 207
P.O. Box 1029
Millburn, NJ 07041-1712
Tel: (973) 467-2700
Email: dstolz@wjslaw.com
Scott S. Rever, Esq.
Wasserman, Jurista & Stolz
225 Millburn Ave., Suite 207
P.O. Box 1029
Millburn, NJ 07041-1712
Tel: (973) 467-2700
Email: srever@wjslaw.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/njb10-11474.pdf
The petition was signed by Yaffa Licari, president of the Company.
BOB YARI PRODS: Files for Bankruptcy Amidst Legal Battle With UTA
-----------------------------------------------------------------
Gregg Kilday at the Hollywood Reporter says Bob Yari Prods. filed
for Chapter 11 bankruptcy in the wake of an ongoing legal battle
with UTA. Mr. Kilday relates a judge appointed a receiver that
will take over the Company but it filed for bankruptcy.
Bob Yari Prods is a film financier.
BRUNDAGE-BONES: To Sell Business to Aurora Affiliate
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Brundage-Bone
Concrete Pumping Inc. and JLS Concrete Pumping Inc., have an
agreement to sell the business to an affiliate of Aurora
Resurgence Management Partners LLC. The buyer will provide
$20 million in secured financing subordinate to existing liens.
Prepetition, Wells Fargo Bank NA provided an $11 million revolving
credit, $35.5 million on equipment leases, and $6.4 million in
term loans. The companies have another $250 million in equipment
lease obligations.
The bankruptcy filing resulted from the decline in construction.
Revenue of $200 million in fiscal 2008 declined to $120 million in
fiscal 2009.
Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S. JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.
Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758). According to the schedules,
the Company has assets of $325,708,061, and total debts of
$230,277,103.
BULLY'S SPORTS: To Close Damonte Ranch Shop on January 25
---------------------------------------------------------
Jason Pasco at Channel 2 News reports that Bully's Sports Bar and
Grill will close its Damonte Ranch location in south Reno on Jan.
25.
Bully's Sports Bar & Grill Inc., with 15 locations in Nevada,
filed for Chapter 11 reorganization on Dec. 4 in Reno (Bankr. D.
Nev. Case No. 09-54325). Bully's Sports owned 15 bars and
restaurants in Reno, Sparks and Carson City, Nevada. The petition
says assets and debt are both less than $10 million.
CARD ACTIVATION: Auditors Raise Going Concern Doubt
---------------------------------------------------
Tarvaran Askelson & Company, LLP, in Laguna Niguel, Calif.,
expressed substantial doubt about Card Activation Technologies,
Inc.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements as of and for the
years September 30, 2009, and 2008.
The independent public accounting firm pointed to the Company's
significant losses.
"During the year ended September 30, 2009, the Company recognized
net income of $137,125. However, the Company incurred an
accumulated net loss from period August 29, 2006 (inception)
through September 30, 2009, of $480,351. Further, the Company has
inadequate working capital to maintain or develop its operations,
and is dependent upon funds from private investors and the support
of certain stockholders.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern."
Fiscal 2009 Results
The Company reported net income of $137,125 on litigation revenue
of $993,000 for the year ended September 30, 2009, compared to a
net loss of $409,406 on no revenue for the prior year period.
Balance Sheet
At September 30, 2009, the Company had $1,341,459 in total assets,
$294,379 in total liabilities, and $1,047,080 in total
shareholders' equity.
A full-text copy of the Company's annual report on Form 10-K is
available for free at http://researcharchives.com/t/s?4dc2
About Card Activation
Based in Chicago, Card Activation Technologies, Inc. was formed to
own and commercially develop its patented point-of-sale technology
for the activation and processing of transactions related to debit
styled cards, which include gift cards, phone cards and other
stored value cards. Currently, the Company's business strategy
consists exclusively of attempting to enter into license
agreements with third parties to license its rights under its
patent and in pursuing patent litigation in an effort to protect
its intellectual property and obtain recourse against alleged
infringement of its patent. During the fiscal year ended
September 30, 2009, the Company's sole revenues from operations
were generated from settlements of patent litigation with third
parties pursuant to which such third parties paid the Company
royalties for use of its patent.
The Company was formerly a wholly owned subsidiary of MedCom USA
Incorporated. MedCom remains the Company's largest shareholder.
CHARLES MOTTLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charles Cranston Mottley
7811 East Vaquero Dr
ScottsdaLE, AZ 85258
Bankruptcy Case No.: 10-01419
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: George B. Nielsen Jr.
Debtor's Counsel: Allan D. Newdelman, Esq.
80 E. Columbus Ave.
Phoenix, AZ 85012
Tel: (602) 264-4550
Fax: (602) 277-0144
Email: anewdelman@qwestoffice.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $2,656,725,
and total debts of $5,807,945.
A full-text copy of Mr. Mottley's petition, including a list of
his 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/azb10-01419.pdf
The petition was signed by Mr. Mottley.
CHESAPEAKE HARDWOOD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chesapeake Hardwood Products, Inc.
201 W. Dexter Street, Building 300
Chesapeake, VA 23324-3023
Bankruptcy Case No.: 10-70248
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Eastern District of Virginia (Norfolk)
Judge: Frank J. Santoro
Debtor's Counsel: Karen M. Crowley, Esq.
Crowley, Liberatore, & Ryan, P.C.
1435 Crossways Boulevard, Suite 300
Chesapeake, VA 23320
Tel: (757) 333-4500
Fax: (757) 333-4501
Email: kcrowley@clrfirm.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 $6,087,818,
and total debts of $13,613,994.
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/vaeb10-70248.pdf
The petition was signed by Bryan Tytler, executive vice president
& CFO of the Company.
CHAMPION ENTERPRISES: Gets Signatures for 2nd Amended DIP Pact
--------------------------------------------------------------
Champion Home Builders Co., a wholly-owned subsidiary of Champion
Enterprises, Inc., the Company and certain additional subsidiaries
of the Company on January 15, 2010, received confirmation that it
had received the necessary signatures to make effective a Second
Amendment to the Debtor-in-Possession Credit Agreement with Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent and
Collateral Agent, and the lenders party thereto.
The Second Amendment to the DIP Credit Agreement is effective as
of January 8, 2010, and extends certain deadlines under the
previous version of the DIP Credit Agreement. The total amount of
the DIP Credit Agreement remains unchanged. On January 6, 2010,
the Bankruptcy Court entered a Final Order approving the DIP
Credit Agreement and permitting certain modifications to the DIP
Credit Agreement consistent with the order.
A copy of the Second Amended Credit Agreement is available at:
http://researcharchives.com/t/s?4dc1
Champion Enterprises said early this week it has agreed to sell
all its assets to Credit Suisse AG and its other debtor-in-
possession financiers, which are making an $80 million credit bid,
and to an investor group that has promised to invest $50 million
into the company.
Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes. Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.
The Company filed for Chapter 11 on November 15, 2009 (Bankr. D.
Del. Case No. 09-14019). The Company's affiliates also filed
separate bankruptcy petitions. James E. O'Neill, Esq., Laura
Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort. The Company listed $576,527,000 in assets
and $521,337,000 in liabilities as of October 3, 2009.
CHRYSLER LLC: Committee Amends Suit Against Daimler
---------------------------------------------------
The Official Committee of Unsecured Creditors in Old Carco LLC's
cases amends its complaint against Daimler AG, et al., to reveal
the redacted portions of the original complaint, among other
revisions.
As previously reported, the Creditors Committee alleged that
Daimler orchestrated an extremely complex corporate restructuring
primarily during the spring of 2007, shortly before Daimler sold a
controlling interest in Chrysler to Cerberus Capital Management
LP. During that restructuring, valuable assets that had been held
by Chrysler were passed up the corporate chain to Daimler-owned
entities, while other assets were taken from Chrysler and
transferred to a newly-created Chrysler holding company wholly
owned by Daimler, which was used as the vehicle for the sale to
Cerberus.
Stephen D. Susman, Esq., at Susman Godfrey L.L.P., in New York,
asserts that the most egregious of the transfers was that of
Chrysler's U.S. and Canadian financing subsidiaries --
collectively dubbed "FinCo" and by far Chrysler's most valuable
business -- to the new Chrysler holding company. FinCo is
comprised of DaimlerChrysler Financial Services Americas LLC and
DaimlerChrysler Financial Services Canada Inc.
In exchange, Chrysler received a note from FinCo and ownership of
a different, and much less valuable, Chrysler automotive entity.
FinCo then passed assets up to Daimler that Daimler valued at
approximately $2.5 billion. By transferring FinCo to the holding
company, Daimler was able to obtain a substantially better price
from Cerberus than Daimler would have been able to obtain had
FinCo remained subject to claims by Chrysler's creditors.
The Amended Complaint reveals that FinCo was valued at
approximately $8 billion by Daimler's own advisors. FinCo, Mr.
Susman points out was Old Chrysler's most valuable business.
Mr. Susman asserted that in an admitted attempt to insulate itself
from liability in connection with the Internal Restructuring,
Daimler retained Houlihan Lokey Howard & Zukin Financial Advisors,
Inc., to opine on, among other things, the relative value of the
consideration exchanged in the simultaneous transactions in the
restructuring.
The Amended Complaint reveals that:
-- Houlihan Lokey valued DaimlerChrysler Financial Services
Americas LLC at $7.3 billion;
-- DaimlerChrysler Financial Services Canada Inc. at $500
million;
-- Mercedes Benz-Canada Inc. at $150 million;
-- DaimlerChrysler Motors Corporation at $5.5 billion; and
-- Utility Assets LLC as having no value.
Mr. Susman contends that, among other things, Houlihan Lokey's
valuation was fundamentally flawed because it did not take into
account that Motors' earnings depended on its sales and
distribution agreement with the Debtor, that this agreement was
terminable at will by the Debtor, and that the core operations of
the Debtor and Motors resided with the Debtor.
The Creditors Committee further asserts in the Amended Complaint
that Daimler, DaimlerChrysler North America Holding Corporation,
and DaimlerChrysler Holding Corporation knowingly and
intentionally provided substantial assistance to one or more of
the Debtor's directors' breaches of fiduciary duties by, among
other things, orchestrating, authorizing, and carrying out the
Transfers.
Parties Stipulate
The Parties agree, in a stipulation signed by Judge Gonzalez, to
these briefing schedules in connection with Daimler Parties'
request to dismiss the adversary proceeding:
-- Defendants will file and serve any motions to dismiss and
supporting papers by March 5, 2010;
-- Plaintiff will file and serve any opposition to any motions
to dismiss by April 5, 2010; and
-- Defendants will file and serve any replies to Plaintiff's
opposition by April 26, 2010.
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Dealer Wants Lift Stay to Avail of H.R. 3288
----------------------------------------------------------
Crain CDJ LLC asked the Court for a declaratory order confirming
that its request to stay the Arkansas Motor Vehicle Commission's
ruling regarding the giving of a dealership to Steve Landers in
Little Rock, Arkansas, does not violate the automatic stay.
Crain was previously the dealer in the location before its
dealership was rejected.
On December 2009, President Barack Obama signed into law H.R.
3288, which permits rejected dealers like Crain to file with the
American Arbitration Association a demand for arbitration for the
reinstatement of their franchise agreements.
Crain availed of H.R. 3288.
Two days after the enactment of H.R. 3288, New Chrysler entered
into a letter of intent with Mr. Landers to give him the Little
Rock dealership point and Mr. Landers then filed an application
with the AMVC to license it as the Chrysler products dealer in the
Little Rock market area.
Crain asserted that its dealership is entitled to reinstatement
and argued that should AMVC license Mr. Landers or any other party
as a dealership in Crain's former point, Crain would be severely
and irreparably injured. It added that the situation could also
create inconsistent obligations between Mr. Landers and Crain, as
both would have rights to the same point.
In the alternative, Crain said, if the Court determined that the
automatic stay would otherwise prohibit action by Crain to seek
temporary abeyance of AMVC's determination, Crain should be
granted relief.
Subsequently, however, Crain withdrew its request after AMVC
deferred the issuance of a license to Mr. Landers pending the
outcome of Crain's arbitration with H.R. 3288.
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Ellison Asserts Discrimination Claim in Bankr. Court
------------------------------------------------------------------
Donald Ellison was an employee of Old Carco, LLC, f/k/a Chrysler
LLC, from September 1970 until January 2007.
According to John J. Cooper, Esq., at Cooper Law Firm PLLC, in
Troy, Michigan, Mr. Ellison has a history of diabetes mellitus,
erythroblastosis for Rh incompatibility and glaucoma, of which
Chrysler was aware.
In 2003, Mr. Ellison was placed on disability but was subsequently
cleared to return to work with these restrictions:
-- work only with left hand; and
-- no walking for more than five minutes.
Hanarath Poicheria, MD, the doctor to whom Chrysler sent Mr.
Ellison, and as Chrysler's clinic doctor, determined that he was
not permanently disabled and was able to perform the essential
functions of his job.
In 2003, Mr. Ellison was not able to drive because of his
condition so he had to take the SMART bus. However, the SMART
bus, because of how it operates, could not consistently drop Mr.
Ellison off at a specific time and he would arrive prior to the
7:15 a.m. start time. Sometimes, Mr. Ellison was not able to
arrive until 8:15 because of the route the SMART bus had to take.
Mr. Poicheria notes that Mr. Ellison would go twice a week to
physical therapy.
After Mr. Ellison returned in 2004, a co-worker, William Macri,
began bullying him. Mr. Poicheria tells the Court that Mr.
Macri's bullying included, but is not limited to:
-- making remarks like "you're never here," and "oh, you're
special";
-- flinging Mr. Ellison's paycheck at him;
-- standing in front of Mr. Ellison with Mr. Ellison's
paycheck stating he was not going to give it to him because
he did not deserve a check that week;
-- coming up behind Mr. Ellison, when he was sitting at his
Desk, and silently standing behind him for several minutes.
In 2006, Mr. Ellison went to Enzo Paglia and asked him to require
Mr. Macri to stop the harassments. However, the behavior did not
stop. Mr. Ellison subsequently wrote a second letter to Mr.
Paglia. However, the behavior still did not stop.
Mr. Paglia's assistant, Kelly Tolbert, informed Mr. Ellison that
he had to attend a meeting on October 19, 2006, concerning his
"absenteeism" and at the end of the meeting, he was informed that
he would no longer be able to take any paid or sick personal days
for "the rest of my life at the corporation" and could not have a
flexible start time to catch the SMART bus.
Mr. Ellison then fell to the floor unconscious and was taken by
the emergency medical service. Two days after Mr. Ellison
returned to work in January 2007, he was working at his desk, when
his supervisor, Emmese Sommers told him to report to medical
immediately.
Upon arriving at medical, Dr. Presley asked if Mr. Ellison has
medical slips which allow him to return to work, Mr. Ellison
produces the slips from his doctors stating that he is able to
return to work.
Mr. Poicheria tells the Court that Dr. Presley, without examining
Mr. Ellison, stated that Mr. Ellison could not return to work.
Moreover, Dr. Presley stated that he wanted to hear from each and
every doctor who had ever treated Mr. Ellison.
While Mr. Ellison was protesting Dr. Presley's request, Pam
Harrell showed up in medical. Dr. Presley claims he examined Mr.
Ellison and found him unfit to perform job functions.
Dr. Presley then pronounces Mr. Ellison unable to work, security
walks Mr. Ellison out of the building, deactivates his security
card, and leaves him in a residential area with no way home.
Against this backdrop, Mr. Ellison argues that Chrysler's
termination of his employment constitutes a willful and malicious
injury because:
-- Chrysler and its agents' actions are willful as they took
purposeful action to force him to surrender his rights; and
-- Chrysler and its agents' actions are malicious because they
intended to harm him by terminating his employment and
depriving him of income.
Accordingly, Mr. Ellison asks that his claim for discrimination be
determined to be nondischargeable pursuant to Section 523(a)(6) of
the Bankruptcy Code.
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: MDEQ Wants to See Plans on Contaminated Sites
-----------------------------------------------------------
The state of Michigan, Department of Environmental Quality argues
that Old CarCo LLC's Disclosure Statement for their Joint Plan of
Liquidation does not provide adequate information concerning the
Debtors' intentions with respect to their responsibility for and
disposition of and environmentally contaminated sites in Michigan
owned and operated by the Debtors.
The MDEQ contends that the Disclosure Statement does not provide
sufficient information to creditors, including the MDEQ,
concerning whatever recoveries it might expect from the Plan. The
MDEQ adds that the Plan does not comply with non-bankruptcy law,
and therefore, cannot be confirmed.
Because of the nature of the Debtors' operations, the MDEQ notes
that some of their remaining Michigan facilities are subject to,
or regulated by, state or federal environmental laws and
regulations, including:
-- Part 201, Environmental Remediation, of the Michigan's
Natural Resources and Environmental Protections Act, 1994
PA 451, as amended;
-- Part 31, Water Resources Protection, of the NREPA;
-- Part 55, Air Pollution Control, of the NREPA;
-- Part 111, Hazardous Waste, of the NREPA; and
-- the Resource Conservation and Recovery Act.
Celeste R. Gill, Esq., Michigan's Assistant Attorney General,
tells Judge Gonzalez that the MDEQ currently estimates the costs
for completing response activities at the Debtors' facilities to
be approximately $2.8 million. Should the Debtors fail or be
unable to perform the future response activities, she contends
that the MDEQ may be required to incur costs fulfilling their
obligations.
While the MDEQ was not required to file a proof of claim relating
to property of the estate other than for (i) response costs
incurred before the Petition Date, and (ii) civil penalties for
days of violation occurring prepetition, the MDEQ did make a
protective filing, along with its proof of claim, for future
estimated response activity costs, and asserts that its claim
should be entitled to administrative expense priority for any
costs incurred, Ms. Gill contends.
The Chapter 11 Plan
Chrysler LLC, now known as Old Carco LLC following the sale of its
business to Fiat S.p.A. and the U.S. government, filed a Chapter
11 plan of liquidation on Dec. 15, 2009.
Under the Plan, recovery by general unsecured creditors is
contingent on, among other things, a successful outcome in a
lawsuit initiated by the Official Committee of Unsecured Creditors
against Daimler AG and certain related parties. Under the Plan,
the Daimler Litigation will be pursued by the Liquidation Trust
established by the Plan. If a sufficient recovery is not achieved
in the Daimler Litigation, holders of General Unsecured Claims
will receive no distributions under the Plan. "Until it is clear
that such a recovery will be available, the Debtors anticipate
that the review and allowance of General Unsecured Claims will be
delayed. Such delay could be substantial," the disclosure
statement explaining the Plan said.
The Plan provides for zero recovery to the U.S. for its $4 billion
loan under the Troubled Asset Relief Program while repaying some
secured lenders in full. Holders of "other secured claims" of
$20.6 million will get an estimated 100% recovery. Holders of
first lien claims will receive their collateral or the proceeds
from the sale of their collateral, for a recovery of "less than
100%".
DaimlerChrysler North America Finance Corporation and Madeleine
L.L.C. won't recover anything for a second lien loan. Cerberus
Capital Management, L.P., which is owed $500 million for a second
lien debt, had forgiven the debt pursuant to a settlement.
Holders of equity interests won't recovery anything.
The confirmation hearing, at which the Bankruptcy Court will
consider approval of the Plan, currently is tentatively scheduled
for March 16, 2010, beginning at 10:00 a.m., Eastern Time.
A copy of the Liquidating Plan is available for free at:
http://bankrupt.com/misc/Chrysler_Chapter11_Plan.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Chrysler_DiscStatement.pdf
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Says Court Order Preempts Dealer Law Changes
----------------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, Old Carco Motors
LLC, formerly known as Chrysler Motors LLC, and Chrysler Group LLC
seek a declaration that recently enacted amendments to the dealer
laws of Maine, Oregon, North Carolina and Illinois impose
obligations on New Chrysler and grant rights to certain dealers
that are in conflict with, and therefore are preempted by, the
Bankruptcy Code and final orders issued by the Court in connection
with the "free and clear" sale of substantially all of the
Debtors' assets to New Chrysler and the rejection of dealer
agreements with 789 of the Debtors' Chrysler, Jeep, and Dodge
dealers.
The defendants in the adversary proceeding are:
* John Kroger, Oregon Attorney General;
* Matthew Garrett, Director of Oregon Department of
Transportation;
* Matthew Dunlap, Maine Secretary of State;
* John McCurry, Chairman of the Maine Motor Vehicles Franchise
Board;
* Gene Conti, Transportation Secretary for the North Carolina
Department of Transportation;
* Mike Robertson, North Carolina Commissioner of Motor
Vehicles;
* Jesse White, Illinois Secretary of State; and
* Terrence M. O'Brien, Chairperson of Illinois Motor Vehicle
Review Board.
On August 31, 2009, the Court issued an Opinion and Order barring
a group of rejected dealers from pursuing claims against New
Chrysler under already existing state dealer laws on the ground
that the statutory provisions relied on by the Rejected Dealers
were in conflict with, and therefore were preempted by, the
Bankruptcy Code and the Court's previously rendered final orders
and opinions. The same conclusions reached in the Enforcement
Opinion regarding the exercise of rights under prior laws apply
with equal force to bar the enforcement of similar rights under
the new Rejected Dealer Amendments.
Corinne Ball, Esq., at Jones Day, in New York, explains that the
Rejected Dealer Amendments purport to grant various "blocking"
rights to Rejected Dealers allowing them to challenge or, in some
instances, completely preclude New Chrysler from awarding a
Chrysler, Jeep, or Dodge dealer agreement to another candidate, or
relocate an existing dealer within the Rejected Dealer's former
market, without first offering the dealer agreement to the
Rejected Dealer. She notes that the Court previously and
repeatedly has ruled that "blocking rights" under state dealer
statutes conflict with, and are preempted by, the Bankruptcy Code
and the Court's final orders, and therefore, violate the Supremacy
Clause of the United States Constitution.
Hence, Chrysler seeks a declaration pursuant to Section 2201 of
the Judiciary and Judicial Procedures Code that the Rejected
Dealer Amendments are preempted by the Bankruptcy Code and the
Court's final orders. To the extent they are not preempted, the
provisions are null and void as to the Plaintiffs on the grounds
that numerous provisions of the Rejected Dealer Amendments impair
existing contracts, and thus, violate the United States
Constitution and the Constitutions of the States of Oregon, Maine,
and Illinois, says Ms. Ball. New Chrysler also seeks a permanent
injunction barring enforcement of the Rejected Dealer Amendments
against New Chrysler and relieving New Chrysler of any need to
comply with any provisions of the Rejected Dealer Amendments with
respect to the Rejected Dealers.
An actual controversy presently exists because the issues raised
by the Rejected Dealer Amendments are questions of law that will
not be clarified by any further factual development, Ms. Ball
contends. More important, she asserts, complying with the
Rejected Dealer Amendments will force New Chrysler to forego its
strategic dealer network plans either entirely or in part in those
markets where Rejected Dealers previously operated dealerships, by
preventing New Chrysler's achievement of its Genesis dealer
network and requiring it to do business with poor performing
dealers, and further require New Chrysler to assume obligations
and liabilities to Rejected Dealers that already were litigated in
the Court. Ms. Ball points out that this directly undermines the
benefit of New Chrysler's bargain under the Purchase Agreement and
the Court's Sale Order.
"New Chrysler faces the prospect of immediate, severe, and
irreparable injury if the enforcement of the Rejected Dealer
Amendments is not enjoined," Ms. Ball tells Judge Gonzalez. She
argues that the injury includes:
(a) the imposition of the very liabilities, obligations, and
blocking rights to Rejected Dealers that the Court
already found New Chrysler did not assume under the "free
and clear" provisions of the Sale Order;
(b) the prospect of criminal liability and civil sanctions,
including the suspension or cancellation of New Chrysler's
license to manufacture or distribute vehicles, in
Illinois, Maine, and North Carolina, for violation of the
Rejected Dealer Amendments; and
(c) the disruption and the potential demise of New Chrysler
going forward, due to its inability to implement its
Genesis dealer network plan at all or in part in the time
frame it anticipated and with the strong performing
dealers it needs to be viable, among other harm.
New Chrysler also may be faced with damage claims against it by
Rejected Dealers under which New Chrysler would be forced to pay
Rejected Dealers large monetary payments for dealer network
decisions that were the subject of proceedings in the Court, Ms.
Ball contends. She adds that, among other things, the Debtors
will be irreparably harmed if the enforcement of the Rejected
Dealer Amendments is not enjoined because they have a distinct
interest in ensuring that the benefits of the Sale Order and the
Rejection Order are preserved and have an express obligation under
the MTA to take all necessary and appropriate actions after the
closing of the Fiat Transaction to assure to New Chrysler that all
of the assets, rights, interests, and privileges conveyed to New
Chrysler are realized.
The Court will commence a pre-motion conference on January 21,
2010.
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Various Parties Want More Information on Plan
-----------------------------------------------------------
The Wayne County Treasurer, the Oakland County Treasurer and the
city of Detroit jointly submit their objection to the approval of
the Disclosure Statement accompanying Old CarCo LLC's Joint Plan
of Liquidation. Richardo I. Kilpatrick, Esq., at Kilpatrick &
Associates, P.C., in Auburn Hills, Michigan, relates the filing of
the Debtors' bankruptcy cases, as well as that of General Motors
and various Tier I and Tier II automotive suppliers, has affected
the economy in Southeastern Michigan. He tells Judge Gonzalez
that the Treasurers need clarity as to how the Debtors, the First
Lien Creditors and the U.S. Treasury are treating the various
parcels of real and personal property held by the Debtors located
in Southeastern Michigan because the Treasurers are unable to
glean that information from the Disclosure Statement.
U.S. Bank National Association, in its capacity as successor
Indenture Trustee to Manufacturers Hanover Trust Company under
that certain Indenture dated as of March 1, 1985, among
DaimlerChrysler Company LLC, as issuer, DaimlerChrysler AG, as
guarantor, and U.S. Bank, filed a "reservation of rights", in case
negotiations with the Debtors fail to resolve its objections.
U.S. Bank has raised various objections concerning, inter alia,
descriptions of the distribution process, and the extent and
consequences of the deemed termination of the Indenture and the
bonds issued under it.
Kimberly Spears, Kirk Hubert and Angela Norman, individually and
as mother and natural guardian of Tanisha Norman, a minor, on
behalf of themselves, and all others similarly situated, as class
representative for the plaintiffs in a putative class action
lawsuit against one of the Debtors and certain non-Debtor third
parties known as "the Behr Defendants" in the United States
District Court for the Southern District of Ohio, note of
"inadequate" disclosures on, among other things, the Plan
injunctions, and the existence of, and effect of the Plan on, any
available insurance.
The Chapter 11 Plan
Chrysler LLC, now known as Old Carco LLC following the sale of its
business to Fiat S.p.A. and the U.S. government, filed a Chapter
11 plan of liquidation on Dec. 15, 2009.
Under the Plan, recovery by general unsecured creditors is
contingent on, among other things, a successful outcome in a
lawsuit initiated by the Official Committee of Unsecured Creditors
against Daimler AG and certain related parties. Under the Plan,
the Daimler Litigation will be pursued by the Liquidation Trust
established by the Plan. If a sufficient recovery is not achieved
in the Daimler Litigation, holders of General Unsecured Claims
will receive no distributions under the Plan. "Until it is clear
that such a recovery will be available, the Debtors anticipate
that the review and allowance of General Unsecured Claims will be
delayed. Such delay could be substantial," the disclosure
statement explaining the Plan said.
The Plan provides for zero recovery to the U.S. for its $4 billion
loan under the Troubled Asset Relief Program while repaying some
secured lenders in full. Holders of "other secured claims" of
$20.6 million will get an estimated 100% recovery. Holders of
first lien claims will receive their collateral or the proceeds
from the sale of their collateral, for a recovery of "less than
100%".
DaimlerChrysler North America Finance Corporation and Madeleine
L.L.C. won't recover anything for a second lien loan. Cerberus
Capital Management, L.P., which is owed $500 million for a second
lien debt, had forgiven the debt pursuant to a settlement.
Holders of equity interests won't recovery anything.
The confirmation hearing, at which the Bankruptcy Court will
consider approval of the Plan, currently is tentatively scheduled
for March 16, 2010, beginning at 10:00 a.m., Eastern Time.
A copy of the Liquidating Plan is available for free at:
http://bankrupt.com/misc/Chrysler_Chapter11_Plan.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Chrysler_DiscStatement.pdf
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: R. Liberatore Named Advisor to CEO
------------------------------------------------
BankruptcyData reports that Chrysler announced the appointment of
Robert G. Liberatore as advisor to the C.E.O., ad interim.
According to the announcement, Mr. Liberatore will provide advice
to the Company on external affairs issues. Mr. Liberatore joined
Chrysler in 1985 after working on Capitol Hill for a decade,
including four years as staff director for Senator Robert C. Byrd.
In 1993, he was elected an officer of Chrysler when he held the
position of vice president - Washington affairs. He retired in
2007 as group vice president - global external affairs and public
policy, DaimlerChrysler. Mr. Liberatore holds a bachelor of
science in foreign service from Georgetown University.
About Chrysler Group LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
About Chrysler LLC
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CIRCUIT CITY: LG Appeals Delay on Admin. Claim Payments
-------------------------------------------------------
LG Electronics USA Inc. is appealing a bankruptcy court's ruling
allowing Circuit City Stores Inc. to withhold $50 million in
administrative priority claims from several creditors pending
recovery of preference payments, according to Law360.
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).
COLEMAN CABLE: Moody's Assigns 'B3' Rating on $235 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Coleman Cable,
Inc.'s proposed $235 million senior notes due 2018. The company
plans to use proceeds from the senior notes to refinance the
existing 9.875% senior notes due 2012. As part of this action,
Moody's also affirmed the company's B2 corporate family rating,
the B2 probability-of-default rating, and the SGL-2 speculative
grade liquidity rating. The ratings outlook remains stable.
The affirmation of the B2 corporate family rating incorporates
recent sequential improvements in operating performance, a
stabilization of product volumes following the sharp contraction
that began at the end of 2008, and an improved debt maturity
profile following completion of the proposed refinancing.
However, the rating also considers uncertainty over the potential
strength of a recovery in its industrial/retail end-markets, the
prospects for continued weakness in its construction end-market,
and a continued challenging operating environment due to excess
industry capacity.
Although Moody's recognizes the potential for improved demand
within Coleman's industrial/retail end-markets, the ratings
outlook remains stable reflecting Moody's view that the company
needs to demonstrate sustained organic volume and earnings growth
before considering a positive ratings action. The stable outlook
also reflects Moody's opinion that Coleman's credit metrics,
although improving, will likely remain consistent with the B2
rating category over the near-term in the absence of a meaningful
recovery in volumes.
This rating was assigned:
* $235 million senior unsecured notes due 2018 at B3 (LGD4, 66%).
These ratings were affirmed:
* Corporate family rating at B2;
* Probability-of-default rating at B2;
* Speculative Grade Liquidity rating at SGL-2.
Rating to be withdrawn:
* $227 million 9.875% senior unsecured notes due 2012 at B3 (LGD4,
64%).
The last rating action was on March 27, 2009, when Moody's
downgraded Coleman's corporate family rating to B2 from B1 and the
rating on the senior unsecured notes to B3 from B2. Moody's also
affirmed the company's SGL-2 speculative grade liquidity rating.
The ratings outlook was revised to stable from negative.
Headquartered in Waukegan, Illinois, Coleman Cable, Inc., is a
leading designer, developer, manufacturer and supplier of
electrical wire and cable products for consumer, commercial and
industrial applications, with operations primarily in the United
States. Coleman reported sales of $546 million for the twelve
months ended September 30, 2009.
COLEMAN CABLE: S&P Downgrades Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Waukegan, Illinois-based Coleman Cable Inc., including its
corporate credit rating, which S&P lowered to 'B+' from 'BB-'.
The outlook is stable.
S&P also assigned a 'B' issue-level rating and '5' recovery rating
to Coleman's proposed $235 million offering of senior unsecured
notes due 2018. The '5' recovery rating indicates S&P's
expectation for modest (10%-30%) recovery in the event of a
payment default. Proceeds from the proposed note offering will be
used to finance the tender of Coleman's 9.875% notes due 2012, of
which $225 million are currently outstanding. Coleman designs,
manufactures, and supplies wire and cable products for a variety
of construction, industrial, and consumer markets. Debt
outstanding pro forma for the proposed transactions totaled about
$241 million at Sept. 30, 2009.
"The downgrade reflects S&P's expectation that near-term revenue
growth and profitability, while improved from very low levels
experienced in late 2008, will not be sufficiently robust to
enable Coleman to return to 'BB-' credit metrics over the next
year," said Standard & Poor's credit analyst Susan Madison. S&P
expects debt to last-12-month EBITDA, while moderating from a peak
of around 7x at the end of the third quarter of 2009, to stabilize
in the mid- to high-4x area, provided sales volumes and operating
margins do not decline materially from levels achieved in the
third quarter of 2009.
"We do not expect material sequential revenue growth over the next
year given Coleman's still-significant exposure to the
construction market," added Ms. Madison, "which is not likely to
recover until 2011, and the relatively low rate of growth for its
traditional wire and cable products." Additionally, S&P expects
rising raw material costs are to affect profitability over the
near term as weak market demand makes it difficult to pass on
costs, particularly for copper, which accounts for about 60% of
Coleman's cost of goods.
CRESCENT BANKING: Receives Non-Compliance Notice From Nasdaq
------------------------------------------------------------
Crescent Banking Company said that it received a letter from the
Nasdaq Listing Qualifications Department of The Nasdaq Capital
Market on January 13, 2010, notifying the Company of its failure
to comply with Nasdaq Marketplace Rule 5550(a)(2) which requires
listed securities to maintain a minimum bid price of $1.00 per
share. The Company's common stock has closed below the minimum
$1.00 per share requirement for the last 30 consecutive business
days.
There is no change in the trading of the Company's common stock on
The Nasdaq Capital Market at this time. In accordance with Nasdaq
Marketplace Rule 5810(c)(3)(A), the Company has a grace period of
180 calendar days, or until July 12, 2010, to regain compliance
with the Bid Price Rule. After the initial 180 calendar day
period, the Company may be eligible for an additional 180 calendar
day period to regain compliance with the Bid Price Rule, provided
that the Company satisfies The Nasdaq Capital Market's initial
listing standards set forth in Nasdaq Marketplace Rule 5505,
excluding the Bid Price Rule.
To regain compliance with the Bid Price Rule, the bid price of
shares of the Company's common stock must close at $1.00 per share
or more for a minimum of ten consecutive business days. In the
event the Company does not regain compliance with the Bid Price
Rule prior to the expiration of the grace period, the Nasdaq Staff
will notify the Company that its common stock is subject to
delisting from The Nasdaq Capital Market. However, the Company
may appeal any determination by the Nasdaq Staff to delist the
Company's common stock, during which time, shares of the Company's
common stock would continue to trade on The Nasdaq Capital Market.
About Crescent Banking Company
Crescent Banking Company is a bank holding company headquartered
in Jasper, Georgia with total consolidated assets of approximately
$1.0 billion and consolidated shareholders' equity of
approximately $12.4 million, representing a book value of $2.34
per share, as of September 30, 2009. The Company has 11 full
service offices, a loan production office and a corporate office,
located in five counties in North Georgia. The Company had
approximately 5.3 million shares of common stock outstanding at
September 30, 2009.
DAVID DESTEFANO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: David A. DeStefano
Donna C DeStefano
aka Donna M DeStefano
9 Persistence Cove Road
Plymouth, MA 02360
Bankruptcy Case No.: 10-10437
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Henry J. Boroff
Debtors' Counsel: Richard A. Mestone, Esq.
Mestone Hogan LLC
459 Broadway, Suite 204
Everett, MA 02149
Tel: (617) 381-6700
Fax: (617) 381-6703
Email: richard.mestone@mestonehogan.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/mab10-10437.pdf
The petition was signed by the Joint Debtors.
DAVIES-REID INC: Seeks Approval of Jackson Store Sale
-----------------------------------------------------
IdahoStatesman.com reports that Davies-Reid Inc. filed for Chapter
11 protection to reorganize its finances. According to the
report, Davies-Reid is seeking approval from the Bankruptcy Court
to sell its Jackson store that would pay off about $2.6 million it
owed to Bank of America, according to IdahoStatesman.com. The
report relates a dispute arose between Bank of America and the
company when the bank refused to renew a line of creditor. The
bank declared a cross default on its personal real estate loans
for its stores locations.
Davies-Reid Inc. is owned by Terry Reid and Sharon Davies who are
importers, retailers and manufacturers of handmade rugs. Terrel
Reid and Sharon Davies already filed for Chapter 11 on Jan. 15,
2010 (Bankr. D. Id. Case No. 10-40057). The joint debtors said
that assets and debts are between $10,000,001 and $50,000,000.
DESIGNER LICENSE: Files for Chapter 11 Bankruptcy
-------------------------------------------------
Designer License Holding Co. LLC, the Bill Blass licensee
partially owned by apparel entrepreneur Arnold Simon, has filed
for Chapter 11 bankruptcy court protection, according to
wwdbusiness.com.
DETAIL CONCRETE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Detail Concrete
22517 W. Grant Hwy
Marengo, IL 60152
Bankruptcy Case No.: 10-70176
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Northern District of Illinois (Rockford)
Debtor's Counsel: James P. Mullally, Esq.
Franks Gerkin & McKenna PC
19333 E Grant, POB 5
Marengo, IL 60152-0005
Email: wmcleod@fgmlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $3,102,689,
and total debts of $1,945,826.
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/ilnb10-70176.pdf
The petition was signed by Anthony Bronge, president of the
Company.
DURA AUTOMOTIVE: Buyer Can't End Contract With Supplier
-------------------------------------------------------
Law360 reports that a private equity firm that bought a unit of
then-bankrupt Dura Automotive Systems Inc. did not have the right
to then reject a contract with the company that provided Dura with
motors for heating, ventilation and air conditioning systems in
SUVs, a federal judge has ruled in affirming a bankruptcy judge's
decision.
DURA Automotive Systems, Inc. -- http://www.DURAauto.com/-- is a
independent designer and manufacturer of driver control systems,
seating control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry. DURA markets its automotive products to
every North American, Asian and European original equipment
manufacturer (OEM) and to many leading Tier 1 automotive
suppliers. DURA is headquartered in Rochester Hills, Mich. It
had sales of US$1.75 billion in 2008 and has 9,800 employees in 33
manufacturing operations in 16 countries.
The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). On April 3, 2008, the Court
approved the Debtors' revised Disclosure Statement explaining
their revised Chapter 11 plan of reorganization. On June 27,
2008, the Debtors emerged from Chapter 11 bankruptcy protection.
EMPIRE CENTER: Hearing on Use of JPM Cash Collateral on February 4
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized,
on an interim basis, Empire Center at Coldwater Springs, LLC, to
use cash collateral in which JP Morgan Chase Bank claims an
interest.
A final hearing on the continued use of cash collateral on
February 4, 2010, at 10:00 a.m. in Court Room 701, 230 North 1st
Avenue, Phoenix, Arizona.
The Debtor is authorized to use the cash collateral for a period
of 30 days, with the 26 exception that, by stipulation of the
Debtor and the bank, the management fee in the budget will be
reduced from $15,000 to $5,000 for the 30 days. However, the
reduction of the management fee to $5,000 is made without
prejudice to the Debtor seeking the full $15,000 management fee
as a part of any future cash collateral order.
The Debtor also related that any cash in which bank claims an
interest which is received by the Debtor, but not expended
pursuant to the budget, will be sequestered unless and until the
Debtor obtains an order from the Court or the consent of bank
authorizing its use.
Scottsdale, Arizona-based Empire Center at Coldwater Springs, LLC,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. D. Ariz. Case No. 09-32728). John J. Hebert, Esq., at
Polsinelli Shughart, 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 in its bankruptcy petition.
ENERGY TRANSFER: Fitch Assigns 'BB' Rating on $1.75 Bil. Notes
--------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to Energy Transfer Equity,
L.P.'s offering of $1.75 billion senior unsecured notes. The
Senior Notes are expected to be issued in two tranches, due 2020
and due 2017. Proceeds will be used to repay $124 million in
borrowings outstanding under the company's existing $500 million
secured revolving credit facility, repay its $1.45 billion secured
term loan (Term Loan B) and related interest swap breakage costs,
and to pay transaction fees and expenses.
Fitch also assigns a 'BB' rating to ETE's $200 million five-year
secured revolving credit facility (New Revolver) which will close
contemporaneously with the retirement of the existing revolving
credit facility. ETE owns approximately 62.5 million Energy
Transfer Partners, L.P. (rated 'BBB-' with a Stable Outlook by
Fitch) limited partner units, an approximate 1.8% general partner
interest in ETP, and all of the incentive distribution rights
relating to ETP. ETE's cash flow entirely relies on distributions
from ETP. ETE's existing ratings are:
Energy Transfer Equity, L.P.
-- Issuer Default Rating 'BB-';
-- Senior secured term loan due 2012 'BB';
-- Senior secured revolving credit facility due 2011 'BB'.
The Rating Outlook is Stable.
With the repayment of ETE's current revolver and Term Loan B with
Senior Note proceeds, ETE's only secured debt will be borrowings
under the New Revolver, which will be secured by a first priority
interest in all tangible and intangible assets of ETE including
approximately 62.5 million ETP LP units, an approximate 1.8% GP
interest in ETP, and all of the incentive distribution rights
relating to ETP. The indenture for the New Notes contains
restrictions on the creation of future liens to secure debt except
under certain limited circumstances or unless all outstanding
Senior Notes are equally and ratably secured with any new secured
debt (Negative Pledge).
ETE's ratings and Stable Outlook are primarily dependent on the
financial and operating characteristics of ETP, the standalone
credit profile of ETE and the favorable recovery prospects for its
secured and unsecured creditors under distressed conditions.
Fitch considers ETE's expected 2009 debt-to-EBITDA of less than
3.0x as strong for a master limited partnership (MLP) holding-
company structure and should not present an inordinate amount of
risk given the quality of its cash flow stream. Pro forma for the
Senior Note financing, leverage and interest coverage ratios
should temporarily weaken due to an increase in total debt
outstanding of approximately $190 million and higher estimated
interest costs. However, over the longer term ETP's cash
distributions should increase as several recently completed and
ongoing organic projects become operational. As a result, ETE's
cash flow ratios will begin to strengthen later in 2010. In
addition, the debt repayment funded by the Senior Note issuance
eliminates the refinancing risk associated with the revolving
credit facility and Term Loan B and lengthens ETE's debt maturity
schedule.
Fitch also considers recovery prospects for ETE's senior secured
and unsecured lenders in a distressed situation. Based on the
value-to-loan ratio definition in ETE's credit agreement, at
current market prices creditors would have recovery valuations of
approximately 450%. Moreover, under reasonable stress case
scenarios Fitch found that above-average recoveries for creditors
were likely. Given the relatively small amount of secured debt
under the New Revolver and high potential recoveries for both
classes of debt, Fitch has rated the Senior Notes and New Revolver
at the same level.
ETP's ratings and Stable Outlook reflect the increasing scale,
scope, and diversity of its operations, strong historical
quantitative credit measures, conservative distribution practices,
a favorable near-term regional natural gas supply position from
expanding Shale developments, and the expected benefits of ongoing
contractually supported pipeline projects. ETP's credit measures
are consistent with its peer group of investment grade MLPs.
However, weakened performance during 2009 from business segments
sensitive to commodity pricing and a substantial capital spending
program directed mostly toward pipeline projects has resulted in
debt leverage above historical norms until its new projects
contribute to operating results.
ENERGY TRANSFER: Moody's' Affirms 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
of Energy Transfer Equity, L.P., and assigned a rating of Ba2
(LGD6, 92%) to its proposed $1.75 billion senior note offering and
to its new $200 million revolving credit facility. Moody's also
affirmed the Ba1 Probability of Default rating, and the Ba2 (LGD6,
92%) ratings on ETE's $500 million guaranteed senior secured
revolving credit facility and $1.45 billion senior secured Term
Loan B facility, the latter of which will be withdrawn when the
new financing is completed. The rating outlook is stable.
ETE will use the bulk of the proceeds from the senior note
offering to pay off all outstandings under its $500 million
revolving credit facility and its Term Loan B facility, which
currently has $1.45 billion outstanding. Proceeds will also be
applied to swap breakage costs and other fees. Concurrently, ETE
will enter into a replacement $200 million multi-year revolving
credit facility.
The ratings affirmation and newly assigned ratings reflect the
transaction's relatively neutral leverage impact on ETE and its
enhanced liquidity profile. The new debt from the transactions
will increase ETE's existing debt, resulting in a standalone
Debt/EBITDA of 2.7x for ETE and total Debt/EBITDA for the Energy
Transfer consolidated entity of about 5.5x, only slightly changed.
From a liquidity perspective, ETE will have $200 million of
committed borrowing capacity, which should remain largely undrawn.
In addition, the paydown of the revolving facility and Term Loan B
will spread out ETE's debt maturities and eliminate refinancing
risk over the medium-term.
ETE depends directly on cash flows from its direct and indirect
interests in Energy Transfer Partners L.P. for its debt service
obligations and distributions. Consequently, ETP's Baa3 long-term
rating underpins ETE's Ba1 CFR. As the GP for ETP, ETE owns a
controlling 1.8% GP interest, an approximate 33% interest in the
limited partner units of ETP, and all of the incentive
distribution rights relating to ETP. ETP's trend of growing
distributions and issuance of new common units has resulted in
increasing cash flow support for ETE's debt and unit
distributions, as well as modest leverage reduction for ETE.
While ETP's Baa3 rating reflects its position as one of the
largest diversified mid-stream MLPs, it is also constrained by an
elevated leverage profile associated with a sizable capital
spending program, including investments in large pipeline joint-
ventures, and the high distribution payout inherent in the MLP
growth model.
Moody's notes that ETE's senior notes will be unsecured, while the
$200 million revolving credit will be secured by ETE's assets.
The Ba2 (LGD6, 92%) ratings reflect application of LGD methodology
to the consolidated ETE/ETP entity, with both classes rated Ba2
with notching down to reflect their subordination to sizable other
claims against ETP. ETE debt holders are structurally
subordinated to ETP's creditors and effectively equal to ETP's
unit holders in the event of bankruptcy of ETP.
The last rating action affecting ETE occurred on November 2, 2006,
when Moody's initially assigned ratings to ETE's credit
facilities.
Energy Transfer Equity, L.P., and Energy Transfer Partners, L.P.,
are headquartered in Dallas, Texas.
EYE CARE: Moody's Withdraws 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to Eye
Care Centers of America, Inc.
The ratings were withdrawn as the company no longer has any rated
debt outstanding.
These ratings were withdrawn:
* Corporate Family Rating at B1
* Probability of Default rating at B1
* Speculative Grade Liquidity Rating of SGL-2
* Senior Secured Credit Facilities at Ba1 (LGD 2, 14%)
* Senior Subordinated Notes at B2 (LGD 5, 70%).
Moody's last rating action on Eye Care Centers of America Inc. was
on February 28, 2008, when the company's Corporate Family Rating
was upgraded to B1 from B2.
FAIRFIELD RESIDENTIAL: Capmark Finance to Get 60% of Excess Cash
----------------------------------------------------------------
Fairfield Residential LLC and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement explaining their first amended plan of reorganization.
According to the disclosure statement, the plan provides that
the holders of the Capmark Finance general unsecured claims will
be entitled to:
-- 60% of the effective date distributions of all cash on hand
in excess of the minimum cash balance until an aggregate of
$38.2 million as been distributed;
-- thereafter, 40% of the effective date distributions of all
cash on hand in excess of the minimum cash balance until an
aggregate of $43.2 million has been distributed; and
-- thereafter, 60% of the effective date distributions of all
cash on hand in excess of the minimum cash balance as of the
effective date.
Holders of Fairfield/First Tier Subsidiary claims will receive
a pro rata distribution of cash, based upon the amount of their
allowed claim, of these effective date distributions:
-- 40% of the effective date distributions of all cash on hand
in excess of the minimum cash balance until an aggregate of
$38.2 million has been distributed;
-- thereafter, 60% of the effective date distributions of all
cash on hand in excess of the minimum cash balance until an
aggregate of $43.2 million has been distributed; and
-- thereafter, 40% of the effective date distributions of all
cash on hand in excess of the minimum cash balance as of
the effective date.
As reported in the Troubled Company Reporter on December 22, 2009,
holders of unsecured claims of Capmark Finance under the credit
agreement dated December 27, 2005 -- classified under Class 2.A --
and unsecured claims owed to Fairfield Residential LLC --
classified under Class 2.B -- will split available cash allocated
for these creditors.
Under the amended Plan, unsecured claims against Homes, Fairview
L.P., Fairview WA and Fairview CA will receive a pro rata
distribution in cash of the proceeds received from the liquidation
of the Debtors.
The cash distributions to be made pursuant to the Plan will be
made and the cash necessary to fund the Fairfield Trust and the
Wind-down Reserve will be derived from (i) excess cash on hand on
the effective date, (ii) cash proceeds received by the Debtors
from the liquidation of the liquidating assets as of the effective
date and other funds then available and (iii) any payments to be
received by the Debtors from the prosecution and enforcement of
causes of action, revenues from the liquidating assets, and other
funds available after the effective date.
To the extent not otherwise provided for herein or ordered by the
Court, the Liquidating Trustee, with the consent of the Trust
Oversight Committee, will estimate appropriate reserves of cash to
be set aside in order to pay or reserve for accrued expenses and
for the payment of prospective expenses and liabilities of the
Estates and the Fairfield Trust after the effective date. Without
limitation, these reserves will include funds for the wind-down
reserve, professional fee claims, administrative claims, priority
tax claims, priority claims, secured claims, convenience claims,
disputed claims and all amounts due.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/FairfieldResidential_amendedPlan.pdf
A full-text copy of the Amended Plan is available for free at:
http://bankrupt.com/misc/FairfieldResidential_DS.pdf
San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients. FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.
The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378). Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts. Fairfield Residential
listed $100,000,001 to $500,000,000 in assets and more than
$1,000,000,000 in liabilities.
FAIRFIELD RESIDENTIAL: Wants to Have Until Jan. 29 for Schedules
----------------------------------------------------------------
Fairfield Residential LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
January 29, 2010, the time to file their schedules of assets and
liabilities and statement of financial affairs.
The Debtors relate that they need additional time to compile and
review the information gathered to complete the schedules and
statement.
San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients. FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.
The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378). Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts. As of December 31, 2008,
the Company had $1.2 billion in total assets and $978 million in
total liabilities, exclusive of $3 billion of contingent guaranty
liabilities.
FAIRFIELD RESIDENTIAL: Section 341(a) Meeting Set for February 22
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3 will
convene a meeting of creditors in Fairfield Residential LLC and
its affiliates' Chapter 11 cases on February 22, 2010, at
3:00 p.m. The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, in Wilmington, Delaware.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients. FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.
The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Del. Case No. 09-14378). Daniel J. DeFranceschi, Esq.;
Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts. As of December 31, 2008,
the Company had $1.2 billion in total assets and $978 million in
total liabilities, exclusive of $3 billion of contingent guaranty
liabilities.
FAIRPOINT COMMS: Gets Nod to Hire Altman as Operational Consultant
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fairpoint
Communications Inc.'s cases sought and obtained the Court's
authority to retain Altman Vilandrie as its operational consultant
nunc pro tunc to November 10, 2009.
According to Committee Chairman Michael Cullen, the Committee
needs to retain an operational consultant to assist it in the
critical tasks associated with guiding the Committee through the
Debtors' reorganization efforts.
The Committee believes Altman Vilandrie is the best candidate for
the services it needs in light of the firm's substantial
expertise as an operational consultant. Mr. Cullens also says
that the firm's proposed fee structure is competitive and
appropriate given the Committee's understanding of the facts and
circumstances of the Chapter 11 Cases.
As the Committee's operational consultant, Altman Valendrie is
expected to:
(a) become familiar with, to the extent Altman Vilandrie deems
appropriate, and analyze, the business and operations of
the Debtors;
(b) evaluate the cutover lead by IT consulting firm CapGemini;
(c) attend meetings of the Committee with respect to matters
on which the firm has been engaged to advise the
Committee;
(d) provide testimony, as necessary and appropriate, with
respect to matters on which Altman Vilandrie has been
engaged to advise the Committee, in any proceeding before
the Bankruptcy Court; and
(e) render other consulting services as may from time to time
be agreed upon by the Committee and Altman Vilandrie,
including providing expert testimony, and other expert and
advisory support related to any threatened, expected, or
initiated litigation.
Altman Vilandrie will bill for its services on an hourly rate of
$280 to $805. The firm will also bill for the reimbursement of
its reasonable and necessary expenses.
Edward J. Vilandrie, Jr., a director at Altman Vilandrie, assures
the Court that his firm does hold not an interest materially
adverse to the interest of the estate or of any class of the
Debtors' creditors or equity holders.
About FairPoint Communications
FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services. FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.
Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel. BMC Group is claims and notice agent.
As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.
Bankruptcy Creditors' Service, Inc., publishes Fairpoint
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings of Fairpoint Communications Inc. and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FAIRPOINT COMMS: Global Naps Denied Lift Stay to Pursue Litigation
------------------------------------------------------------------
Global Naps, Inc., relates that since 1998, it has been a party to
an Interconnection Agreement with the Debtors as approved by the
Vermont Public Service Board. The Agreement enables Global Naps
to interconnect its network with the Debtors' local exchange
network in Vermont and to exchange both inbound and outbound
communications traffic on behalf of Global Naps' communication
carrier and access provider customers. The Interconnection
Agreement was originally executed between the Debtors'
predecessor-in-interest, Verizon New England, Inc., dba Verizon
Vermont, and Global Naps.
Under the Interconnection Agreement, Global Naps exchanged
traffic with Verizon Vermont for many years. Global Naps both
delivered outbound Voice Over Internet Protocol traffic
originated by Global Naps carrier customers to Verizon for
termination to Verizon end users and received inbound dial-up
Internet Service Provider-bound traffic originated by Verizon end
user customers and destined to terminate at Global Naps' ISP
customers.
According to Global Naps counsel Joel Davidow, Esq., at Kile
Goekjian Reed & McManus, PLLC, in Washington DC, Global Naps
informed Verizon as early as 2003 that the traffic that Global
Naps delivered for termination under the Interconnection
Agreement was exempt from access charges. From April 1, 2008
through 2009, Global Naps and the Debtors continued to exchange
outbound VoIP and inbound ISP traffic communications traffic
pursuant to the terms of the Interconnection Agreement without
incident, Mr. Davidow averred.
However, a dispute between the parties arose because the Debtors
complained in April 2009 that Global Naps owed switched access
charges for VoIP traffic that Global Naps delivered to the
Debtors for transport and termination to the Debtors end users in
Vermont, Mr. Davidow related. He added that despite the fact
that the Interconnection Agreement contained no provision
authorizing the Debtors to demand for switched access charges for
VoIP, the Debtors threatened to terminate all interconnection
between the parties unless Global Naps paid their initial demand
of $225,326 in switched access charges for terminating Global
Naps' VoIP traffic under the Interconnection Agreement.
Global Naps formally disputed the proposed charges as
unauthorized and invoked the party-to-party dispute resolution
provisions under the Interconnection Agreement. The Debtors,
however, continued to maintain that Global Naps owed switch
charges and to threaten to unilaterally terminate interconnection
under the Agreement, according to Mr. Davidow.
In order to prevent a unilateral termination of the
Interconnection Agreement, Global Naps filed the complaint before
the Vermont PSB, urging a requirement by the Debtors to continue
interconnection obligations under the Interconnection Agreement
and seeking a declaration that it does not owe the switched
access charges claimed.
Accordingly, Global Naps asked the Court to modify the automatic
stay to permit it to pursue the VPSB Litigation and commence a
related litigation in United States District Court for the
District of Vermont.
Global Naps also seeks a preliminary injunction to bar the
Debtors against terminating the performance of their obligations
under the Interconnection Agreement until a competent decision
maker renders a judgment on the merits of the dispute.
In the event the Bankruptcy Court elects to deny its request,
Global Naps urges Judge Lifland to adjudicate this dispute as an
adversary proceeding and enjoin the Debtors from terminating
interconnection services with Global Naps until the Court rules
on the rights and obligations of the parties regarding
interconnection services in the State of Vermont.
Debtors Object
In response, the Debtors contended that Global Naps has failed to
carry its burden of proving that extraordinary circumstances
exist for relief from the automatic stay.
"Global Naps' Lift Stay Motion represents the latest saga in a
failed litigation campaign that Global Naps has waged for years
to avoid paying anything to incumbent local exchange carriers,
including the Debtors and their predecessor-in-interest,
Verizon," James T. Grogan, Esq., at Paul Hastings Janofsky &
Walker, LLP, in New York, asserted.
In a recent litigation between Verizon and Global Naps over these
issues, the Second Circuit concluded that Global Naps practices
"regulatory arbitrage" by "disguise[ing] traffic subject to
access charges as something else and would force Verizon to
subsidize Global Naps' services," Mr. Grogan related.
Moreover, as the Second Circuit has confirmed, the Debtors have
no legal obligation "to subsidize Global Naps' services" and
thus, the Debtors terminated Global Naps' access to its network
in Vermont, Mr. Grogan reminded Judge Lifland. Subsequently, he
noted, the Vermont Public Service Board denied Global Naps'
requests for relief regarding the Debtors' termination of
services.
Mr. Grogan further argued that Global Naps' request for
injunctive relief is wrong as a matter of law, because it fails
to demonstrate that (i) it is likely to succeed on the merits,
(ii) it is likely to suffer irreparable harm in the absence of a
preliminary relief, (iii) the balance of equities tips in its
favor, and (iv) an injunction is in the public interest.
Furthermore, there is no law that requires the Debtors to
continue providing services and facilities to Global Naps without
compensation, Mr. Grogan pointed out.
* * *
As per the record of the hearing held on January 13, 2010, Judge
Lifland denies lifting the automatic stay in favor of Global
Naps.
About FairPoint Communications
FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services. FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.
Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel. BMC Group is claims and notice agent.
As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.
Bankruptcy Creditors' Service, Inc., publishes Fairpoint
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings of Fairpoint Communications Inc. and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FAIRPOINT COMMS: Wins Approval of Rothschild Hiring
---------------------------------------------------
Fairpoint Communications Inc. and its units finally obtained the
Court's approval to employ Rothschild Inc. as their financial
advisor and investment banker.
The Official Committee of Unsecured Creditors objected to the
terms of Rothschild's retention.
As the Debtors' financial advisors, Rothschild is contemplated to
render these services:
(a) identify, propose and initiate potential Recapitalization
Transactions, as defined in the Engagement Letter;
(b) review and analyze the Debtors' financial condition and
the operating and financial strategies of the Debtors;
(c) review and analyze the business plans and financial
projections prepared by the Debtors, including testing
assumptions and comparing those assumptions to historical
FairPoint and industry trends;
(d) evaluate the Debtors' debt capacity in light of their
projected cash flows and assist in the determination of
an appropriate capital structure for the Debtors;
(e) analyze the Debtors' financial liquidity and evaluate and
propose alternatives, if any, to improve that liquidity;
(f) prepare financial models which demonstrate the financial
impact of any proposed Recapitalization Transaction on
the Debtors' existing shareholders and the long term cash
flow impact of any proposed Recapitalization Transaction
on the Debtors;
(g) review and analyze the terms and conditions of the
Debtors' existing credit documents and tax sharing
agreements in connection with evaluating any proposed
Recapitalization Transaction or alternative transaction;
(h) assist the Debtors and their other professionals in
reviewing the terms of any proposed Recapitalization
Transaction or other transaction, in responding and, if
directed, in evaluating alternative proposals for a
Recapitalization Transaction;
(i) determine a range of values for the Debtors and any
securities that the Debtors offer or proposes to offer in
connection with a Recapitalization Transaction;
(j) advise the Debtors on the risks and benefits of
considering a Recapitalization Transaction with respect
to the Debtors' intermediate and long-term business
prospects and strategic alternatives to maximize the
business enterprise value of the Debtors;
(k) review, analyze and provide recommendations regarding any
proposal the Debtors receive from third parties in
connection with a Recapitalization Transaction or other
transaction, including any proposals for debtor-in-
possession financing, as appropriate;
(l) advise, assist or participate in negotiations with the
parties-in-interest, including any current or prospective
creditors of, holders of equity in, public utility
commissions, and claimants against the Debtors and their
respective representatives in connection with a
Recapitalization Transaction, in each case, at the
direction of the Debtors;
(m) assist with the preparation and review of presentations,
documents and other materials for the Debtors' board of
directors, creditor groups and other interested parties;
(n) advise the Debtors with respect to, and attend, meetings
of the Debtors' board of directors, creditor groups,
official constituencies and other interested parties, as
necessary;
(o) participate in hearings before the Court and provide
relevant testimony with respect to various matters
described in the Engagement Letter and issues arising in
connection with any proposed plan of reorganization; and
(p) render other financial advisory and investment banking
services as may be agreed upon by Rothschild and
the Debtors.
In consideration of the services to provided by Rothschild, the
Debtors propose to pay Rothschild in cash under this compensation
structure:
* A monthly fee of $200,000;
* A Recapitalization fee equal to $8 million;
* A fee with respect to any new capital raise equal to:
(i) 1% of the face amount of any senior secured debt
raised;
(ii) 2% of the face amount of any junior secured debt
raised;
(iii) 3% of the face amount of any senior or subordinated
unsecured debt raised; and
(iv) 5% of any equity or convertible capital raised;
* To the extent the Debtors ask Rothschild to perform
additional services not contemplated by the Engagement
Letter, the fees for those services will be mutually agreed
upon by Rothschild and the Debtors, in writing, in advance;
* A credit against the Recapitalization Fee calculated as:
(i) 50% of the Monthly Fees paid in excess of $600,000,
but less than or equal to $1.2 million, plus 100% of
Monthly Fees paid in excess of $1.2 million, but less
than or equal to $2.4 million, plus 50% of Monthly
Fees paid in excess of $2.4 million; and
(ii) 50% of any New Capital Fee paid;
provided that the total credit does not exceed the
Recapitalization Fee.
In addition to the fees, the Debtors agree to reimburse
Rothschild for all out-of-pocket expenses reasonably incurred by
the firm in connection with the matters contemplated by the
Engagement Letter, including reasonable fees, disbursements, and
charges of Rothschild's counsel.
As part of Rothschild's overall compensation under the terms of
the Engagement Letter, the Debtors also agree to indemnify and
hold the firm harmless against liabilities in connection with its
retention by the Debtors, except for any liability for losses, or
damages incurred by the Debtors that are determined by a court to
have primarily resulted from the gross negligence, willful
misconduct, or fraud of Rothschild.
Neil A. Augustine, Rothschild's managing director, discloses that
during the 90 days before the Petition Date, his firm received
$1,150,239 for professional services performed and expenses
incurred, including $50,000 in estimated expenses incurred but
not yet invoiced. To the extent the estimated expenses exceed
actual expenses incurred, the excess will be applied to
subsequent invoices.
Furthermore, Mr. Augustine assures the Court that Rothschild is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code and as modified by Section 1107(b)
of the Bankruptcy Code.
* * *
Bankruptcy Judge Burton Lifland permits the Debtors to employ
Rothschild Inc. as their financial advisor and investment banker
nunc pro tunc to the Petition Date, in accordance with the
engagement letter dated May 12, 2009.
The United States Trustee and the Official Committee of Unsecured
Creditors retain all rights to object to Rothschild's fee
applications on all grounds, the Court rules.
Judge Lifland orders these languages under the Engagement Letter
be stricken:
* Section 2(b). "Accordingly, the Company agrees that
Rothschild shall have no liability to the Company with
respect to any error or omission arising from or in
connection with: (i) the electronic communication of
information from the Company; or (ii) the Company's
reliance on that information."
* Section 9(d). "The parties hereto acknowledge and agree
that by providing the services contemplated hereunder,
Rothschild will not act, nor will it be deemed to have
acted, in any managerial or fiduciary capacity whatsoever
with respect to the Company or any third party including,
without limitation, security holders, creditors, or
employees of the Company."
Prior to entry of the Court's ruling, Rothschild Inc. Managing
Director Neil Augustine, in a second supplemental declaration,
informed the Court that his firm further supplements its
"FairPoint Parties-in-Interest Master List" by adding additional
potential parties-in-interest. Upon review of its files and
records, Rothschild has identified connections with three
additional Potential Parties-in-Interest.
Mr. Augustine maintained that Rothschild previously represented,
currently represents, and may in the future represent, certain
potential parties-in-interest in matters unrelated to the
Debtors' Chapter 11 cases. Rothschild's past, present and future
representation of potential parties-in-interest will not affect
or impede the firm's fulfillment of its obligations in the
Debtors' cases, nor will those representations of potential
parties-in-interest detract from the firm's representation of the
Debtors in any way, Mr. Augustine averred.
About FairPoint Communications
FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services. FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.
Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel. BMC Group is claims and notice agent.
As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.
Bankruptcy Creditors' Service, Inc., publishes Fairpoint
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings of Fairpoint Communications Inc. and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FONTAINEBLEAU LV: Aurelius, Icahn Gain Entry to Dispute
-------------------------------------------------------
Law360 reports that a federal judge has allowed Aurelius Capital
Management LP and Icahn Nevada Gaming Acquisition LLC to intervene
in a case challenging a bankruptcy court's orders on debtor-in-
possession financing and cash collateral issues in Fontainebleau
Las Vegas Holdings LLC's Chapter 11 proceeding.
Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.
Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481). Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts. The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC. The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.
As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.
Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FREEDOM COMMUNICATIONS: New Plan Gives More to Unsecureds
---------------------------------------------------------
Freedom Communications has filed its joint Disclosure Statement
and Plan of Reorganization, which is supported by the agent bank
for its secured lenders and the Official Committee of Unsecured
Creditors.
"Our ability to achieve consensus on this joint Plan among our
major stakeholders is very good news, not only for our Company but
also for our former and existing employees, our communities and
our business partners," said Freedom CEO Burl Osborne. "Taking
this significant step will help us to emerge from Chapter 11
expeditiously and focus on the business of providing the news,
entertainment and advertising our communities depend on."
The Court held a hearing on January 21 and approved the adequacy
of the Disclosure Statement supporting the joint Plan of
Reorganization, paving the way for the Company to solicit votes on
the Plan. A confirmation hearing has been scheduled for March 9,
2010.
Under the new, joint Plan, the Company's secured debt would be
reduced from $770 million to $325 million, with the secured
lenders holding 100 percent of the common stock in the new
company. Additionally, the Plan provides that participants in the
Company's non-qualified pension program will have 70 percent of
their benefits reinstated, to be paid out according to the terms
of those pension plans. Further, a fund of $5.5 million will be
established for payment to trade creditors who participate in the
trade arrangement outlined in the Plan of Reorganization. For the
benefit of other general unsecured creditors, the Company will
establish a $14.5 million trust, which will also receive rights to
pursue certain litigation claims on the Company's behalf.
Freedom filed for Chapter 11 just four and a half months ago and
has moved through the process with no disruption to its business.
"We believe this joint Plan provides the best opportunity for the
Company, its more than 5,000 employees and all of its stakeholders
to be successful in the future," said Mr. Osborne. "The pension
rights of our current and former employees are very important to
us. Therefore, we're especially pleased that we have been able to
preserve a very significant portion of the non-qualified pension
plan. In addition, full benefits for the more than 6,000 current
and former employees who participate in the qualified pension plan
have been protected from the beginning of the process."
Mr. Osborne added: "We appreciate the willingness of our key
stakeholders to work together with us to reach this mutually
acceptable resolution which addresses our balance sheet issues
while providing a meaningful recovery for as many of our creditors
as possible."
About Freedom Communications
Freedom Communications, headquartered in Irvine, California, is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses. The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications. The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.
Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant. Logan & Co. serves as claims and notice agent.
Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.
GI JOE'S: BMC Group Demands Payment of Invoices
-----------------------------------------------
BMC Group, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to compel G.I. Joe's Holding Corporation and its
debtor-affiliates to pay any of BMC Group's fees for services in
the Debtors' bankruptcy cases.
BMC served as noticing and claims agent for G.I. Joe's. According
to NetDockets, BMC contends G.I. Joe's has told the firm it cannot
pay the invoices because its secured lenders, Wells Fargo Retail
Finance, LLC and Crystal Capital Fund Management, L.P., will not
consent to the use of G.I. Joe's cash to pay BMC's claims. The
outstanding balance of those invoices is in excess of $175,000,
even after BMC Group applied its pre-bankruptcy retainer,
NetDockets relates.
According to NetDockets, BMC says it now finds itself in a no
man's land between "Debtors who assert that they no longer have
authority to use cash collateral and that they therefore cannot
pay, and secured lenders who assert that their collateral may not
be surcharged and that they therefore will not pay." This is
apparently a change from earlier in the cases when BMC claims that
it was told by the debtors that its invoices would be paid
"eventually."
According to NetDockets, BMC asserts that the Debtors' failure to
pay its invoices and the lenders' refusal to allow their
collateral to be used to pay BMC is "shocking" and could have
significant negative consequences for future chapter 11 cases in
Delaware. According to BMC, NetDockets relates, if the Court does
not force the Debtors and its lenders to immediately pay BMC's
fees, claims and noticing agents will "be forced to hire counsel
to negotiate and contest DIP financing orders; begin demanding
exorbitant retainers; increase their fees to compensate for the
risk of nonpayment; or consider refusing to serve in Delaware
altogether."
BMC also asks the Court to either direct the Debtors to promptly
pay all future BMC invoices or allow BMC "to withdraw immediately
as the Debtors' notice and claims agent."
In addition, because G.I. Joe's secured lenders are apparently
relying upon provisions of the final order approving the Debtors'
DIP financing facility regarding section 506(c) of the Bankruptcy
Code to refuse to allow the use of their collateral to pay the
invoices, NetDockets says BMC also asks the Court to vacate the
final DIP financing order "to the extent that it prohibits the
surcharge of the secured lenders' collateral under Section 506(c)
for the payment of BMC's fees and expenses" and to surcharge " the
secured lenders' collateral to the extent necessary to pay BMC's
outstanding and future fees and expenses in these cases."
Judge Kevin Gross will consider the request on February 17 at
11:00 a.m. (Eastern). Objections to the motion are due by
February 9 at 4:00 p.m. (Eastern).
Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owned and operated retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington. The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos. 09-10713 and 09-10714). The Debtors hired
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., as thier chief restructuring officer. When
the Debtors filed for protection from their creditors, they
estimated their assets and debts between $100 million and
$500 million. In April 2009, a joint venture between Gordon
Brothers Retail Partners, LLC, and Crystal Capital Fund
Management won the auction of G.I. Joe's Holding Corp.'s
Pacific Northwest chain, Joe's Outdoor and More, with a
$61 million bid.
GOTTSCHALKS INC: Court Sets Confirmation Hearing for March 16
-------------------------------------------------------------
Gottschalks Inc. received approval from the U.S. Bankruptcy Court
for the District of Delaware of the adequacy of its Disclosure
Statement for its proposed Plan of Liquidation as of January 14,
2010. The Court's approval of the Debtor's disclosure statement
allows the Debtor to commence the solicitation of votes for
confirmation of its Plan.
Plan materials and ballots will be mailed 28 days prior to the
confirmation objection deadline. The deadline for returning
completed ballots is 5:00 p.m. (Pacific Time) on February 24,
2010. Objections, if any, to confirmation of the Plan must be
received by the Court and notice parties no later than
February 24, 2010 at 4:00 p.m. A hearing to consider confirmation
of the Plan is scheduled for March 16, 2010, at 2:00 p.m.
According to the Disclosure Statement, the Plan provides that
holders of general unsecured claims, if allowed, will receive a
pro rata share of the available assets. The estimated recovery
for the unsecured claims is 3.8% - 13.3% of their $75.0 million to
$105.04 million claims.
The Debtor relates that there is substantial uncertainty
concerning the ultimate recovery available for general unsecured
creditors. The Debtor preliminarily estimates that the Available
assets may be in the range of $4 million to $10 million. If the
estate succeeds on all of its defenses to the claims, the recovery
by holders of allowed general unsecured claims would increase
substantially and possibly fall within the higher end of the
estimated range.
Under the Plan, the estate will be liquidated. The Gottschalks
administrative budget and applicable law, and the operations of
the Debtor will become the responsibility of the responsible
person who will thereafter have responsibility for the management,
control and operation thereof, and who may use, acquire and
dispose of property free of any restrictions of the Bankruptcy
Code or the Bankruptcy Rules. Subject to further order of the
Bankruptcy Court, the responsible person will act as liquidating
agent of and for the estate from and after the effective date.
The responsible person will be both authorized and obligated, as
agent for and on behalf of the estate, to take any and all actions
necessary or appropriate to implement the Plan or wind up the
Estate.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/GottschalkInc_DS.pdf
A full-text copy of the Plan is available for free at:
http://bankrupt.com/misc/GottschalkInc_AmendedPlan.pdf
Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states. Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.
The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157). O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case. Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel. The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent. The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors. When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.
GREEKTOWN HOLDINGS: Blacklined Confirmation Order Released
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Michigan convened
hearings last January 12 and 13, 2010, to consider confirmation
of the Second Amended Plan of Reorganization filed by certain
noteholder plan proponents for the bankruptcy cases of Greektown
Casino Holdings, Inc., and its debtor affiliates.
A final Court-signed Confirmation Order on the Noteholder Plan
has not been available in the Court dockets as of press time.
However, a blacklined version of a confirmation order was filed
with the Court on January 14, 2010, indicating that the
Noteholder Plan satisfied the requirements for confirmation set
under Section 1129 of the Bankruptcy Code:
A. Section 1129(a)(1)
Section 1129(a)(1) requires that all claims must be properly
classified.
In addition to administrative claims, priority tax claims,
other priority claims, professional claims, and DIP Facility
claims, which need not be classified, the Noteholder Plan
designates 27 Classes of Claims and Equity Interests against
the appropriate Debtor. The Claims and Equity Interests
included in each Class are substantially similar to other
Claims and Equity Interests, as the case may be, in each
Class.
The Blacklined Order indicated that there are valid business,
legal, and factual reasons exist for separately classifying
the various Claims and equity Interests under the Noteholder
Plan, and the Classes do not unfairly discriminate between
holders of Claims and equity interests. Therefore, the
Noteholder Plan satisfies Sections 1122 and 1123(a)(1) of the
Bankruptcy Code.
B. Section 1129(a)(2)
The Noteholder Plan complied with the applicable provisions of
the Bankruptcy Code, thereby satisfying Section 1129(a)(2).
Specifically, the Noteholder Plan complied:
-- with all applicable provisions of the Bankruptcy Code,
except as otherwise provided or permitted by orders of
the Bankruptcy Court; and
-- have complied with Sections 1125 and 1126 of the
Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, the Local Rules of Bankruptcy Procedure, and
the Court's Order approving the Disclosure Statement,
and all other applicable law in transmitting the
Solicitation Materials and in tabulating the votes with
respect to the Noteholder Plan.
C. Section 1129(a)(3)
The Noteholder Plan has been proposed in good faith and not by
any means forbidden by law, thereby complying with Section
1129(a)(3).
The Blacklined Order reflects that the Noteholder Plan
Proponents' good faith is evident from the record of the
Chapter 11 Cases, including the record of the hearing to
approve the Disclosure Statement, the record of the
Confirmation Hearing, and other proceedings held in these
Chapter 11 Cases.
The Noteholder Plan was proposed with the legitimate and
honest purpose of maximizing the value of the Debtors' estates
and effectuating a successful reorganization of the Debtors
and was negotiated at arm's-length among the applicable
representatives of the Noteholder Plan Proponents, the
Debtors, the Prepetition Agent, the DIP Agent, and the Ad Hoc
Lender Group and their professional advisors.
The Debtors, the Prepetition Agent, the DIP Agent, and the Ad
Hoc Lender Group support confirmation of the Noteholder Plan.
Furthermore, the indemnification, exculpation, release, and
injunction provisions of the Noteholder Plan have been
negotiated in good faith and at arm's-length, are consistent
with Sections 105, 1122, 1123(b)(3)(A), 1123(b)(6), 1129, and
1142, and are each necessary to the Debtors' successful
reorganization.
D. Section 1129(a)(4)
All payments made or to be made by any of the Debtors for
services or for costs and expenses in connection with the
Chapter 11 Cases, or in connection with the Noteholder Plan
and incident to the Chapter 11 Cases, have been approved by,
or, unless otherwise ordered by the Court, are subject to the
approval of, the Court as reasonable, thereby satisfying
Section 1129(a)(4).
E. Section 1129(a)(5)
The Noteholder Plan have complied with Section 1129(a)(5)
because the identity and affiliations of the persons proposed
to serve as the initial directors and officers of the
Reorganized Debtors after confirmation of the Noteholder Plan
have been fully disclosed and the appointment to, or
continuance in, the offices of the persons are consistent with
the interests of holders of claims against, and equity
interests in, the Debtors and with public policy.
F. Section 1129(a)(6)
No governmental regulatory commission has jurisdiction, after
confirmation of the Noteholder Plan, over the rates of the
Debtors. Thus, Section 1129(a)(6) is not applicable to the
Noteholder Plan.
G. Section 1129(a)(7)
The Noteholder Plan satisfies Section 1129(a)(7). The
Blacklined Order indicated that the liquidation analysis
provided under the Disclosure Statement, and the other
evidence proffered or adduced at the Confirmation Hearing (i)
are persuasive and credible, (ii) have not been controverted
by other evidence, and (iii) establish that each Holder of an
Impaired Claim or Interest either has accepted the Noteholder
Plan or will receive or retain under the Noteholder Plan, on
account of the Claim or Interest, property of a value, as of
the Effective Date, that is not less than the amount the
Holder would receive or retain if the Debtors were liquidated
under Chapter 7 of the Bankruptcy Code.
H. Section 1129(a)(8)
Classes 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24, and 25 are
classes of unimpaired Claims, each of which is conclusively
presumed to have accepted the Noteholder Plan in accordance
with Section 1126(f) of the Bankruptcy Code and thus, Section
1129(a)(8) is therefore satisfied with respect to those
Claims. Classes 5, 10, 15, 19, 23, and 27 are Intercompany
Claims, which are insider Claims that are conclusively
presumed to have accepted the Noteholder Plan. Classes 3, 4,
9, and 13, which are impaired classes of Claims entitled to
vote on the Noteholder Plan, have voted to accept the
Noteholder Plan, in accordance with Sections 1126(b) and (c).
No members of Classes 14, 18, 22, and 26, which are impaired
classes of Claims entitled to vote on the Noteholder Plan,
voted to either accept or reject the Noteholder Plan. Classes
14, 18, 22, and 26 are deemed to accept the Noteholder Plan.
Class 6, which is comprised of equity Interests in Greektown
Holdings LLC, is impaired by the Noteholder Plan and is not
entitled to receive or retain any property under the
Noteholder Plan and therefore, is deemed to have rejected the
Noteholder Plan pursuant to Section 1126(g). The Blacklined
Order indicated that although Section 1129(a)(8) is not
satisfied with respect to the deemed rejection of Class 6, the
Noteholder Plan may nevertheless be confirmed with respect to
Greektown Holdings because the Noteholder Plan satisfies
Section 1129(b) with respect to Class 6.
The Classes that are entitled to vote on the Noteholder Plan
are:
* Class 3 - Bond Claims Against Holdings;
* Class 4 - General Unsecured Claims Against Holdings;
* Class 9 - General Unsecured Claims Against Casino;
* Class 13 - Bond Claims Against Holdings II;
* Class 14 - General Unsecured Claims Against Holdings II;
* Class 18 - General Unsecured Claims Against Builders;
* Class 22 - General Unsecured Claims Against Realty;
* Class 26 - General Unsecured Claims Against Trappers.
Summary Ballot by Class
Amount % of Amount Amount % of Amount
Class Accepting Voted Rejecting Voted
----- ---------- ----------- --------- -----------
3 $160,813,000 93.81 $10,620,000 6.19
4 101,487 100.00 0 0.00
9 36,582,157 95.04 1,910,715 4.96
13 160,813,000 93.81 10,620,000 6.19
14 0 0.00 0 0.00
18 0 0.00 0 0.00
22 0 0.00 0 0.00
26 0 0.00 0 0.00
Number % of Amount Number % of Amount
Class Accepting Voted Rejecting Voted
----- --------- ----------- --------- -----------
3 70 97.22 2 2.78
4 7 100.00 0 0.00
9 40 93.02 3 6.98
13 70 97.22 2 2.78
14 0 0 0 0
18 0 0 0 0
22 0 0 0 0
26 0 0 0 0
In addition to soliciting and tabulating votes, Kurtzman
Carson Consultants LLC also tabulated the rights offering
elections. Classes 3 and 13 were the only participants.
Out of 1,217,510 rights, 1,186,510 voted to accept the
Noteholder Plan.
I. Section 1129(a)(9)
The treatment of Administrative Claims, Professional Claims,
Other Priority Claims and DIP Facility Claims pursuant to the
Noteholder Plan satisfies the requirements of Sections
1129(a)(9)(A) and (B). The treatment of Priority Tax Claims
satisfies the requirements of Section 1129(a)(9)(C).
J. Section 1129(a)(10)
Classes 3, 4, 9, 13, 14, 18, 22 and 26, each of which is
impaired under the Noteholder Plan and entitled to vote, voted
to accept the Noteholder Plan by the requisite majorities,
determined without including any acceptance of the Noteholder
Plan by any insider, thereby satisfying the requirements of
Section 1129(a)(10).
K. Section 1129(a)(11)
The information in the Disclosure Statement and the evidence
proffered at the Confirmation Hearing: (i) is persuasive and
credible; (ii) has not been controverted by other evidence;
and (iii) establishes that the Noteholder Plan is feasible in
as much as (x) there is a reasonable likelihood that the
Reorganized Debtors will meet their financial obligations
under the Noteholder Plan in the ordinary course of business,
(y) confirmation of the Noteholder Plan is not likely to be
followed by the liquidation or need for further financial
reorganization of the Reorganized Debtors, and (z) all of the
conditions to effectiveness of the Noteholder Plan are likely
to be met and the Noteholder Plan will be able to go
effective, thereby satisfying the requirements of Section
1129(a)(11).
L. Section 1129(a)(12)
Pursuant to the Noteholder Plan, all fees payable under
Section 1930 of Judiciary and Judicial Procedures Code have
been or will be paid on the Effective Date of the Noteholder
Plan, and will continue to be paid thereafter as required,
thereby satisfying the requirements of Section 1129(a)(12).
M. Section 1129(a)(13)
The Debtors were not obligated to provide retiree benefits
prior to the Petition Date. Accordingly, Section 1129(a)(13)
is not applicable.
N. Section 1129(a)(14)
The Debtors are not required by a judicial or administrative
order, or by statute, to pay a domestic support obligation.
Accordingly, Section 1129(a)(14) is inapplicable.
O. Section 1129(a)(15)
The Debtors are not individuals and accordingly, Section
1129(a)(15) is not applicable.
P. Section 1129(a)(16)
The Debtors are each a moneyed, business, or commercial
corporation and accordingly, Section 1129(a)(16) is
inapplicable.
Resolution of Objections
With regard to the confirmation objections that were filed, the
Blacklined Order indicated that the one filed by the City of
Detroit is overruled. As to the objections filed by Ted and
Maria Gatzaros, Jim and Viola Papas, and the Sault Ste. Marie
Tribe of Chippewa Indians, the Blacklined Order indicated that:
(a) With respect to any alleged Bond Avoidance Action, or any
other action or claim that has been or is brought against
any of the Papases, Pegasus Greektown, Inc., Dionysis LLC
or Helicon Development LLC dba Helicon Holdings, the
Gatzaroses, the Tribe or the Kewadin Casinos Gaming
Authority, nothing in the Noteholder Plan will impair or
prejudice:
* the due process rights of any of the Papas Claimants,
the Gatzaroses, or the Tribe; and
* the rights or ability of the Papas Claimants, the
Gatzaroses or the Tribe to defend vigorously any Bond
Avoidance Action or any other action or claim that
has been or is brought against them on any and all
bases whatsoever, and none of them will be deemed or
construed to have waived, released or relinquished
their right to defend and attack any claim on all
possible procedural and substantive grounds.
(b) The Noteholder Plan will not apply to the Papas Claimants,
the Gatzaroses, or the Tribe; provided, however, that the
Papas Claimants, the Gatzaroses, and the Tribe will be
deemed to have released these persons or entities from all
claims or causes of action based on any facts existing as
of the Effective Date and the release will be solely in
these persons' or entities' capacity:
* The DIP Agent and the DIP Lenders
* The Prepetition Agent and the Prepetition Lenders
* All current and former officers and members of the
board of directors or board of managers of each of
Greektown Holdings LLC, Greektown Casino LLC,
Greektown Holdings II, Inc., Contract Builders
Corporation, Realty Equity Company Inc., and Trappers
GC Partner LLC
However, the Papas Claimants, the Gatzaroses, and the
Tribe, or any of them, are not deemed to have released
each other. Solely with respect to the Papas Claimants,
the Gatzaroses, and the Tribe, the Noteholder Plan will be
construed consistent with Section 1141(d) of the
Bankruptcy Code.
(c) With respect to rights of setoff or recoupment that the
Papas Claimants, the Gatzaroses or the Tribe may have,
nothing in the Noteholder Plan will impair or prejudice
the assertion of any right of setoff or recoupment;
provided, however, that the Papas Claimants, the
Gatzaroses or the Tribe must obtain Bankruptcy Court
authorization prior to performing any setoff.
(d) Nothing in the Noteholder Plan Documents will be deemed or
construed as (i) declaring or adjudicating the existence
of, or enhancing in any way, any potential cause of action
against any of the Papas Claimants, the Gatzaroses or the
Tribe, or (ii) declaring or adjudicating the existence of
standing of any person or entity to pursue any alleged
Bond Avoidance Action or any other action or claim against
the Papas Claimants, the Gatzaroses, or the Tribe or any
other person or entity, or (iii) any admission by any of
the Papas Claimants, the Gatzaroses or the Tribe.
(e) Nothing in the Noteholder Plan Documents will be deemed or
construed as superseding, undoing, impairing or replacing
the protections granted by the Court to the Papas
Claimants, the Gatzaroses and the Tribe in the Order
Granting the Claimants' Motion in Limine.
(f) Nothing in the Noteholder Plan Documents will impair or
prejudice the rights, if any, of the Papas Claimants, the
Gatzaroses, or the Tribe to amend their claims after the
Plan Effective Date.
(g) Objections regarding any proofs of claim filed by the
Papas Claimants, the Gatzaroses, or the Tribe will be
filed as formal objections to claims in accordance with
the Bankruptcy Code and the applicable rules of procedure,
and no "offer of judgment" procedure can be used relative
to the claim objections without further order of the
Bankruptcy Court.
(h) Nothing in the Noteholder Plan or Section 1141(d) will
impair the ability of a holder of a claim pursuant to
Section 502(h) of the Bankruptcy Code to become a
beneficiary of the Litigation Trust. If any of the Papas
Claimants, the Gatzaroses, or the Tribe have a claim
arising under Section 502(h) then, to the extent that the
claim is allowed, the claimant will be entitled to share
as beneficiaries of the Litigation Trust and all
appropriate entries will be made on the official register
maintained by the Litigation Trustee and on any other
records to reflect any beneficial interests of the
claimants in the Litigation Trust.
(i) Nothing in the Noteholder Plan will be deemed or construed
to circumvent, impair, or prejudice the Tribe's treatment
specific to its status as a tribal government under the
Internal Revenue Code.
Solely with respect to the Tribe, the Court will determine by
subsequent order whether the exculpation pursuant to the
Noteholder Plan extends to actions by the Released Parties with
respect to the prepetition representations and determinations
made in the filing of the Debtors' Chapter 11 Cases.
The Noteholder Plan Proponents filed a memo on January 11, 2010,
in response to the Noteholder Plan confirmation objections where
they noted that throughout the Papas Claimants' Objection, there
was a series of questions and assertions that the language of the
Noteholder Plan is "confusing," "unduly complicated," or
"unintelligible," and that the Noteholder Plan contradicts
itself. The Noteholder Plan Proponents argued that by not
objecting to the Disclosure Statement, the Papases have missed
their opportunity to request adequate information or
clarification of Noteholder Plan provisions.
The Noteholder Plan will not become effective unless and until
certain conditions to consummation have been satisfied or waived.
If the conditions to Consummation have not been satisfied or
waived by June 30, 2010, unless that date is extended or waived,
the Court's Confirmation Order will be vacated and the Noteholder
Plan automatically will be deemed null and void and of no force
or effect, including the discharge of Claims and termination of
Interests pursuant to the Noteholder Plan and Section 1141 and
the assumptions, assignments, and rejections of executory
contracts or unexpired leases.
A full-text copy of the Blacklined Order for the confirmation of
the Noteholder Plan is available for free at:
http://bankrupt.com/misc/GrktnBlkLnConfORD.pdf
Noteholder Plan Supplements
Before the Confirmation Hearing, the Noteholder Plan Proponents
submitted to the Court on January 7, 2010, documents that are
necessary to implement the Noteholder Plan. The Noteholder Plan
Supplements are:
-- the Newco Certificate of Incorporation, a copy of which is
available for free at:
http://bankrupt.com/misc/GrktnNewcoCOI.pdf
-- the Newco Bylaws, a copy of which is available for free at:
http://bankrupt.com/misc/GrktnNewcoBylaws.pdf
-- the Litigation Trust Agreement, a copy of which is
available for free at:
http://bankrupt.com/misc/GrktnLitTrustAgmt.pdf
-- the Litigation Trust Loan Promissory Note, a copy of which
is available for free at:
http://bankrupt.com/misc/GrktnLitTrustPromNot.pdf
-- the Form of Rights Offering Warrant, a copy of which is
available for free at:
http://bankrupt.com/misc/GrktnFormRghtsOffrngWar.pdf
-- the Terms of Management Agreement, a copy of which is
available for free at:
http://bankrupt.com/misc/GrktnTermsOfMgtAgrmt.pdf
In a separate filing, the Debtors submitted a summary of existing
indemnifications and releases and exculpations under the
Noteholder Plan. A summary chart of the Debtors' existing
indemnification obligations to certain released parties is
available for free at:
http://bankrupt.com/misc/GrktnIndemOBL.pdf
A summary chart of releases and exculpations is available for
free at http://bankrupt.com/misc/GrktnExculpSum.pdf
Declarations in Support of Noteholder Plan
Certain parties filed declarations in support of the Noteholder
Plan. The Parties are:
(a) Charles M. Moore of Conway MacKenzie, the Debtors'
financial advisor;
(b) Jeffrey R. Truitt of XRoads Solutions Group LLC, the
Committee's financial advisor;
(c) Robert W. Stocker II, Esq., of Dickinson Wright PLLC, the
Noteholder Plan Proponents' counsel concerning regulatory
matters related to the Michigan Gaming Control Board and
the City of Detroit;
(d) Arthur N. Calavritinos of MFC Global Investment Management
(U.S.) LLC, one of the Noteholder Plan Proponents; and
(e) Charles S. Edelman, the Committee's valuation consultant.
Additional Bidder Turned Aside
At the Confirmation Hearing, Sound Stage 88 LLC told Judge
Shapero that it was interested in making a bid for Greektown
Casino, it can commit to up to $600,000,000 in financing, and it
only needs 90 days to devise its own Chapter 11 plan of
reorganization for Greektown Casino, Detroit Free Press reports.
However, Judge Shapero denied the Sound Stage 88's request and
commented that at some point, "the process [in Greektown Casino's
case] has to end."
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: Noteholders Oppose Isle of Capri Retention
--------------------------------------------------------------
Greektown Holdings LLC and its units seek the Court's permission
to employ Isle of Capri of Michigan LLC as gaming consultant.
As previously reported, the Debtors employed The Fine Point Group
as their gaming consultants. The Fine Point Engagement, however,
expired on December 31, 2009.
To ensure the continued and effective operation of their
business and property, the Debtors' management board resolved to
engage Isle of Capri to provide temporary consulting services
with respect to operational matters pertaining to the Debtors'
casino and hotel facilities.
On behalf of noteholders who are proponents to a reorganization
plan for Greektown Holdings, Allan S. Brilliant, Esq., at Goodwin
Procter LLP, in New York, contends that it makes no sense for the
Debtors to employ Isle of Capri of Michigan LLC as gaming
consultant because by the time the firm would have "got up to
speed" and would have had sufficient familiarity with the business
of Reorganized Greektown Casino, it would be replaced by Warner
Gaming.
The Noteholder Plan Proponents have decided on retaining Warner
Gaming as manager of Reorganized Greektown upon confirmation of
the Noteholder Plan, according to Mr. Brilliant.
Moreover, the potential to change management companies twice in
six months is likely to create instability in the operations of
the Company, Mr. Brilliant argues. He suggests, instead, that
the Debtors immediately bring in Warner Gaming, or reinstate the
Fine Point Group until the Effective Date of the Noteholder Plan
on terms consistent with what the Debtors propose to pay Isle of
Capri.
Even on an interim basis prior to the Effective Date of the
Noteholder Plan, Warner Gaming has indicated that it is prepared
to commence employment as a gaming consultant until the Effective
Date and Fine Point Group has indicated a willingness to stay on
until the Effective Date, Mr. Brilliant notes.
For these reasons, the Noteholder Plan Proponents ask the Court
to deny the Debtors' application for Isle of Capri's retention.
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: Panel Wins Nod for Edelman Retention
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Greektown
Holdings LLC obtained permission from the Bankruptcy Court to
extend its retention of Charles S. Edelman LLC as valuation
consultant from December 1, 2009, through and including
January 31, 2010.
Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham,
Michigan, relates that Edelman LLC's services are required by the
Committee in preparation for and during the Confirmation Hearing
on the Noteholder Plan and post-confirmation activity.
The Committee maintains that Edelman LLC remains a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
In a separate filing, the Committee asks the Court to shorten the
notice period and set an expedited hearing on the Supplemental
Application.
About Greektown Casino
Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market. Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties. In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market. Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.
The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts. Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel. The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent. Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.
Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.
Bankruptcy Creditors' Service, Inc., publishes Greektown Casino
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Greektown Casino and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GREENBRIER COS: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Greenbrier Cos. Inc., including the 'B-' corporate credit rating.
S&P also removed the ratings from CreditWatch, where S&P had
placed them with negative implications on July 9, 2009. The
outlook is negative.
The ratings on Lake Oswego, Oregon-based Greenbrier reflect the
company's fair business risk profile stemming from the cyclicality
of the freight car manufacturing industry; the dramatic decline in
demand for new railcars as a result of slower economic growth and
weaker carloadings; and limited customer diversity. The company
also has a highly leveraged financial risk profile, marked by
increased debt balances as a result of acquisitions completed in
recent years.
Credit measures will likely remain stretched in the near term.
S&P expects that weak demand conditions will continue to pressure
Greenbrier's operating performance.
"Standard & Poor's could lower the ratings if operating
performance deteriorates to a level that causes credit metrics to
remain stretched for an extended period or if liquidity comes
under further pressure," said Standard & Poor's credit analyst
Robyn Shapiro. "Conversely, S&P may consider an outlook revision
to stable if there are signs of a sustained recovery, resulting in
an improvement in credit measures," she continued.
HAIGHTS CROSS: Files Plan and Disclosure Statement
--------------------------------------------------
Haights Cross Communications, Inc., et al., have filed their joint
prepackaged plan of reorganization and disclosure statement with
the U.S. Bankruptcy Court for the District of Delaware.
Under the Plan, holders of administrative expense claims will
receive cash in full satisfaction of the claims. The claims based
on liabilities incurred by a debtor in the ordinary course of its
business will be paid by the applicable reorganized debtor,
without further action by the holders of such administrative
expense claims or further approval by the Court.
Holders of priority tax claims will receive, in full satisfaction
and discharge thereof, cash in an amount equal to the claims.
Holders of Class 1 - Other Priority Claims, Class 3 - Other
Secured Claims, Class 6 - General Unsecured Claims, Class 7 -
Intercompany Claims, Class 8 - Surviving Equity Interests, and
Class 9 - Prepetition Holdings Equity Interests aren't entitled to
vote on the Plan.
Holders of Class 1 - Other Priority Claims will receive cash in an
amount equal to the principal, interest and any other amounts that
may be owed in respect of the claim.
Holders of Class 2 - Secured Credit Agreement Claims will be
repaid in full, in cash, if the Debtors consummate an alternative
financing. If the Debtors are unable to consummate an alternative
financing, the holders of the claims will receive in full
satisfaction and discharge thereof, (a) its pr-rata share of the
new first lien notes; and (b) cash equal to the difference between
the amount of its allowed secured credit agreement claims and the
principal amount of the pro-rata share of the new first lien
notes.
Holders of Class 3 - Other Secured Claims, who aren't entitled to
vote on the Plan, will (a) be repaid in full, in cash; (b) have
their claims reinstated; or (c) receive the collateral secured the
claims.
If holders of Class 4 - Senior Note Claims accept the Plan, they
will receive, in full satisfaction of the claims, the pro-rata
share of the new second lien notes, the senior note stock
consideration, any senior note cash consideration, and any rights
offering proceeds. If the holders don't accept the Plan, they
will receive, in full satisfaction of the claims, the pro-rata
share of the new second lien notes, 9 million shares of new common
stock, and any senior note cash consideration.
If holders of Class 5 - Senior Discount Note claims accept the
Plan, they will receive, in full satisfaction of the claims, pr-
rat share of 720,000 shares of new common stock and the exit
warrants. If they don't accept the Plan, they won't receive or
retain any property or interest in property on account of the
note.
Holders of Class 6 - General Unsecured Claims will receive cash
equal to the principal amount of the allowed claims reinstated.
Class 7 - Intercompany Claims and Class 8 - Surviving Equity
Interests will be reinstated such that the claims are rendered
unimpaired.
Holders of Class 9 - Prepetition Holdings Equity Interests won't
receive or retain any property or interest in property on account
of the interests.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/HAIGHTS_CROSS_plan.pdf
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/HAIGHTS_CROSS_ds.pdf
A hearing to consider compliance with disclosure and solicitation
requirements and confirmation of the Plan will be set for
February 24, 2010, at 10:30 a.m. prevailing Eastern time.
The Informal Committee of Senior Notes is represented by Shearman
& Sterling LLP and Young Conaway Stargatt & Taylor, LLP.
Willkie Farr & Gallagher LLP represents certain Holders of Senior
Discount Notes.
The prepetition agent, The Bank of New York Mellon, is represented
by McGuire, Craddock & Strother, P.C.
About Haights Cross
Haights Cross Communications, Inc., develops and publishes
products for the kindergarten through grade 12 education and
public library markets. Their products include state-specific
test preparation materials, skills assessment and intervention
books and unabridged audiobooks, and are sold primarily to schools
and public libraries.
The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. D. Delaware Case No. 10-10062). The
Company's affiliates -- Haights Cross Operating Company; Triumph
Learning, LLC; Recorded Books, LLC; and SNEP, LLC -- also filed
bankruptcy petitions. Steven D. Pohl, Esq., and Tally Wiener,
Esq., at Brown Rudnick, assist the Debtors in their restructuring
efforts. Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
are the co-counsel for the Debtors. Houlihan Lokey is the
Debtors' financial advisor.
The Company listed $232,388,000 in assets and $432,741,000 in
liabilities as of June 30, 2009.
HENDRICKS FURNITURE: Emerges from Chapter 11 Protection
-------------------------------------------------------
Jen Aronoff at charlotteobserver.com reports that Hendricks
Furniture Group emerged from Chapter 11 protection. The Company
said the bankruptcy enabled it to improve its capital structure
and reduce debts and lease obligations associated with shuttered
stores.
Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture makes and sells furniture. The
Company and its affiliates filed for Chapter 11 on June 10,
2009 (Bankr. W.D. N.C. Lead Case No. 09-50790). Albert F.
Durham, Esq., at Rayburn, Copper & Durham, P.A., represents the
Debtors in their restructuring effort. Hendricks listed
$50 million to $100 million in assets and $10 million to
$50 million in debts in its petition.
HTG REAL: SA Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
Patrick Danner at Express-News reports that the Hon. Ronald B.
King of the U.S. Bankruptcy Court in San Antonio, Texas, converted
the Chapter 11 case of HTG Real Property Management Inc. to
Chapter 7 liquidation proceeding at the behest of the U.S. Trustee
Charles F. McVay citing owner Mauro T. Padilla's indictment and
financial losses at the company.
Express-News relates Mr. Padilla will plead, in March, guilty of
lying to a bank to obtain a $3.7 million to build town homes near
a Toyota plant. Federal prosecutors plan to dismiss three counts
of bank frau and two charges of making false statements, he adds.
San Antonio, Texas-based HTG Real Property Management Inc. filed
for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09-
53282). Steven G. Cennamo, Esq., represents the Debtor in its
restructuring effort. The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition. In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $500,001 to $1,000,000 in debts.
HVHC INC: Moody's Withdraws 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service withdrew all ratings of HVHC, Inc.
The ratings were withdrawn as the company no longer has any rated
debt outstanding.
These ratings were withdrawn:
* Corporate Family Rating at Ba3
* Probability of Default rating at B1
* Senior Secured Credit Facilities at Ba2 (LGD 2, 22%)
* Speculative Grade Liquidity Rating at SGL-2
Moody's last rating action on HVHC Inc. was on December 15, 2008
when the company's Corporate Family Rating was affirmed at Ba3 and
the rating outlook was revised to stable from negative.
HVHC's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. These attributes were compared against other
issuers both within and outside HVHC's core industry; HVHC's
ratings are believed to be comparable to those of other issuers
with similar credit risk.
ILX RESORTS: New Plan Sells Ownership to Diamond Resort
-------------------------------------------------------
ILX Resorts Incorporated agreed to terms in the U.S. Bankruptcy
Court, subject to a contingency period which expired at the close
of business on Jan. 12, 2010, which provide that it will file a
joint plan of reorganization with its largest creditor, Textron
Financial Corporation.
If the plan is approved, the Company will sell the majority of its
assets to Diamond Resorts Corporation. The parties expect to file
with the bankruptcy court the joint plan of reorganization
containing the details of the proposed transaction in the near
future.
Diamond Resorts would put down a $100,000 deposit and promise to
pay off ILX's debts of $34.5 million, primarily $29 million in
loans to Textron, according to Christopher Fox Graham at Larson
Newspapers.
Chapter 11 Update
On October 2, 2009, the Bankruptcy Court approved the first
amended joint disclosure statement explaining the Debtors' amended
joint plan of reorganization. Assuming the Plan is confirmed at
the November hearing, the Debtors expect to consummate the Plan
and emerge from Chapter 11 in December 2009.
The Company cautions, however, that there can be no assurance at
this time that the it will be able to restructure as a going
concern or that the Plan will be confirmed by the Bankruptcy
Court, or that the Plan will be implemented successfully.
About ILX Resorts
Based in Sedona, Arizona, ILX Resorts Incorporated (NYSE
Alternext: ILX) -- http://www.ilxresorts.com/ -- develops,
markets, and operates timeshare resorts in the western United
States and Mexico. The Company's current portfolio of resorts
consists of seven resorts in Arizona, one in Indiana, one in
Colorado, one in San Carlos, Mexico, land in Puerto Penasco (Rocky
Point), Mexico and land in Sedona, Arizona. The Company also owns
2,241 vacation ownership interests in a resort in Las Vegas,
Nevada, 194 vacation ownership interests in a resort in Pinetop,
Arizona, and 176 vacation ownership interests in a resort in
Phoenix, Arizona.
ILX Resorts, Inc., and certain of its subsidiaries and limited
liability companies filed for bankruptcy protection on March 2,
2009 (Bankr. D. Ariz. Lead Case No. 09-03594). Judge Redfield T.
Baum presides over the cases. John J. Hebert, Esq., at Shughart
Thomson & Kilroy, P.C., serves as the Debtors' counsel. As of
March 31, 2009, ILX Resorts had $71.4 million in total assets
and $42.6 million in total liabilities.
INTRAWEST ULC: Creditors Begin Foreclosure Proceedings
------------------------------------------------------
Toronto Star reports that creditors holding $1.4 billion in debt
on Intrawest ULC have begun foreclosure proceedings on some of the
company's assets. The creditors plan to auction the assets on
February 19.
Toronto Star relates Intrawest recently missed a $524 million debt
payment, prompting lenders, including investment bank Lehman Bros.
and hedge-fund sponsor Davidson Kempner Capital Management, to put
a notice in the Wall Street Journal and other U.S. newspapers
seeking buyers for assets, including Whistler Blackcomb ski
resort, Mont Tremblant in Quebec, Stratton in Vermont and Squaw
Valley in California.
"Each qualified bidder must be a financial institution or other
entity that has the wherewithal to purchase the membership
interests in immediately available funds," the notice states,
according to Toronto Star.
Toronto Star also notes Intrawest's financial woes have put
Vancouver Olympic organizers in a quandary, since the sale of the
company would be an unwelcome disruption to the games, which open
February 12. According to the report, Dan Doyle, executive vice-
president of venue construction for the games organizing committee
known as Vanoc, said legal advisers have concluded that the Games
will continue as scheduled, despite the auction date. "We have a
business plan to take care of any eventuality," Mr. Doyle said at
a news conference Wednesday.
Toronto Star relates that, when asked about the possibility that
an auction could affect competition, Mr. Doyle said auctions don't
"happen overnight." "There is a small chance. It's minuscule.
Smaller than small," he said. "I don't think it's a problem at
all."
According to Toronto Star, Vanoc chairman Rusty Goepel said the
Olympics will give Whistler unparalleled exposure and doesn't
understand why the creditors are rushing to auction.
In a statement, Intrawest spokesman Ian Galbraith said, "Fortress
Investment Group continues to own and control Intrawest and all of
its properties." The statement also said, "Serious discussions
with Intrawest's lenders are ongoing regarding refinancing, and
the company continues to operate business as usual at all of its
resort properties. Intrawest is looking forward to the success of
the 2010 Olympic and Paralympic Winter Games."
Vancouver-based Intrawest ULC owns a variety of other mountain
resorts in the U.S. and Canada. Publicly traded hedge fund
Fortress Investment Group purchased Intrawest in 2006 for $2.8
billion in a highly leveraged buyout.
ION MEDIA: Cyrus Asks District Court to Undo Restructuring Plan
---------------------------------------------------------------
Cyrus Select Opportunities Master Fund Ltd. is asking a district
court to reverse a bankruptcy court's approval of a Chapter 11
reorganization plan for Ion Media Networks Inc., saying that the
bankruptcy court trampled its rights as a second-lien debt holder,
according to Law360.
ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others. Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth. It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel. Moelis & Company LLC is the Debtors'
financial advisor. Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent. The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009. The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.
JAPAN AIRLINES: Trustees Get Commencement Order from Tokyo Court
----------------------------------------------------------------
Pursuant to the commencement order entered by the Tokyo District
Court on January 19, 2010, Enterprise Turnaround Initiative
Corporation of Japan and Eiji Katayama, Esq., partner at the law
firm Abe, Ikubo & Katayama, in Tokyo, Japan, were appointed as
trustees to the reorganization proceedings of Japan Airlines
Corporation, Japan Airlines International Co., Ltd. and JAL
Capital Co., Ltd.
The Trustees, in addition to the responsibilities provided for in
the Corporate Reorganization Act of Japan, will:
(1) Submit to the Tokyo District Court a written report
provided for in paragraph 1 of Article 84 of the Corporate
Reorganization Act before March 19, 2010;
(2) Prepare a written report and profit and loss statement
with respect to the management of the Debtors' business
and property every month, and submit the written report,
accompanied by a copy of profit and loss statements, to
the court by the last day of the next month;
(3) Prepare a balance sheet before the evaluation of property
at the time of commencing the corporate reorganization
proceedings, and thereafter promptly submit it to the
court;
(4) Prepare a balance sheet and an inventory of property and
submit it to the court; and
(5) Prepare a document stating the total amount of assets
based on liquidation value and going concern value at the
time of preparing a proposed reorganization plan, and a
profit and loss statement during the period until the time
of preparing a proposed reorganization plan after
commencing the corporate reorganization proceedings, and
submit them to the court with a proposed reorganization
plan.
The Debtors, creditors, shareholders, the labor unions, and all
other parties-in-interest are given until February 19, 2010, to
state their opinion in writing with respect to the appointment of
trustees.
Under the commencement order, the Trustees received authority to
pay and honor outstanding obligations to the Debtors' customers,
vendors, employees and business partners in the ordinary course of
business. Consistent with the order, the Trustees intend to honor
those obligations, including, without limitation, paying any trade
claims as and when those claims come due, and continuing the
Debtors' frequent flyer program (i.e., JAL Mileage Bank program)
to preserve their customers' mileage points and loyalty awards.
To ensure sufficient liquidity to satisfy those obligations, the
Enterprise Turnaround Initiative Corporation of Japan and the
Development Bank of Japan have committed to provide the Debtors
approximately $5 billion of postpetition financing to effectuate
the reorganization and to ensure that the Debtors maintain their
businesses and safe flight operations without disruption during
the pendency of the Japan Proceeding.
The Tokyo District Court set these dates for filing reorganization
claims:
March 19, 2010 - Deadline for filing reorganization claims
April 30, 2010 - Date for admission or denial for filed
reorganization claims to be made
May 10 to
May 24, 2010 - Deadline for ordinary investigation of filed
reorganization claims
The Trustees are given by the Tokyo District Court until June 30,
2010, to file a proposed reorganization plan. The Debtors,
creditors who made a filing of reorganization claims, and
shareholders may submit their proposed reorganization plans until
May 31, 2010.
A full-text copy of the Commencement Order signed by the Tokyo
District Court is available for free at:
http://bankrupt.com/misc/jal_1storder.pdf
About JAL
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services. The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
* * *
Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court. The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.
Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is
$28 billion.
Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News. The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
JAPAN AIRLINES: Seeks U.S. Court Recognition of Japan Proceedings
----------------------------------------------------------------
Eiji Katayama, Esq., partner at the law firm Abe, Ikubo &
Katayama, as foreign representative for Japan Airlines
Corporation, Japan Airlines International Co., Ltd. and JAL
Capital Co., Ltd., asks Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to recognize the Japan
Proceedings as "foreign main proceeding" pursuant to Sections
1517(a) and (b)(1) of the U.S. Bankruptcy Code.
In addition, pursuant to Sections 1521(a)(4) and (5) of the U.S.
Bankruptcy Code, the Foreign Representative is asking authority
from the U.S. Court to examine witnesses, take evidence, and
deliver information concerning the Debtors and their business, and
entrust the administration or realization of all of the Debtors'
assets within the territorial jurisdiction of the United States to
the Foreign Representative.
Mr. Katayama says the Chapter 15 Cases will complement the
Debtors' primary proceedings in Japan to ensure the effective and
economic administration of their restructuring efforts. Further,
Mr. Katayama contends that recognition of the Japan Proceeding
will not undermine the rights that United States creditors
typically would enjoy in a Chapter 11 proceeding, as all creditors
will have the right to prosecute their claims and vote on the
Debtors' ultimate reorganization plan in the Japan Proceedings.
According to Mr. Katayama, the Debtors' proceeding in the Tokyo
District Court, commenced to restructure the Debtors' financial
obligations clearly, meets the requirements to constitute a
"foreign proceeding" for purposes of Section 101(23) of the U.S.
Bankruptcy Code. Mr. Katayama points out these reasons to support
his argument:
(1) The Japan Proceeding is a proceeding commenced pursuant to
the Corporate Reorganization Act of Japan, a Japanese law
that governs corporate reorganizations and that is
specifically "intended to be used for the rehabilitation
of large corporate debtors."
(2) The proceeding is "judicial," as it has been commenced
before the Tokyo District Court and is thereafter subject
to the day-to-day supervision of that court, in
conjunction with the Trustees. Importantly, the Tokyo
District Court has been given nation-wide jurisdiction
over corporate reorganization proceedings, and thus, the
Foreign Representative submits that the Tokyo District
Court properly has exercised jurisdiction over the Japan
Proceedings.
(3) The Japan Proceeding is collective in nature in that all
affected creditors are allowed to participate. The
Debtors have commenced the Japan Proceeding after
consultation with various parties-in-interest, including
their secured creditors and Enterprise Turnaround
Initiative Corporation of Japan. In addition, certain
creditors -- depending on their rights under Japanese law
-- will be entitled to vote on the Debtors' ultimate plan
of reorganization and received distributions thereunder.
Importantly, the Japan Proceeding will not in any way
prejudice many of the Debtors' creditors, much less
prohibit their participation in the restructuring efforts,
as the Debtors intend to pay and honor all outstanding
obligations to their customers, vendors and employees in
the ordinary course of business, including, without
limitation, paying any trade claims as and when those
claims come due, and to continue their frequent flyer
program (i.e., JAL Mileage Bank program) to preserve their
customers' mileage points and loyalty awards.
(4) The Tokyo District Court, where the Japan Proceeding is
pending, is located in Tokyo, a city in Japan, which is a
foreign country.
(5) The JRA is the Japanese law governing corporate
reorganizations like the Japan Proceeding.
(6) The Debtors' assets are subject to the supervision of the
Tokyo District Court during the pendency of the insolvency
proceeding.
(7) The objective of the insolvency proceeding is
reorganization. The Foreign Representative intends to
submit, and indeed must submit, pursuant to the JRA, a
plan of reorganization within one year of the Petition
Date, which will provide for a substantial deleveraging of
the Debtors' balance sheets and return the Debtors to
profitability. The Foreign Representative therefore
submits that the Debtors have commenced the Japan
Proceeding for the purpose of reorganization, as required
by Section 101(23) of the U.S. Bankruptcy Code.
Accordingly, as all of the criteria required by Section 101(23)
are satisfied, Mr. Katayama asserts that the U.S. Court should
find that the Japan Proceeding constitutes a "foreign proceeding"
as required by Section 1517 of the U.S. Bankruptcy Code.
In furtherance of his argument, the Foreign Representative also
contends that the Japan Proceeding is a "foreign main proceeding"
as the term is defined in Section (b)(1) of the U.S. Bankruptcy
Code. Section 1517(b)(1) provides that a "foreign main
proceeding" is a "foreign proceeding" pending in the country where
the debtor has its center of its main interests or COMI.
Mr. Katayama asserts that, under all the relevant criteria, Japan
is the Debtors' COMI and points out that:
-- the Debtors, along with the overwhelming majority of the
Debtors' non-debtor affiliates, are incorporated in Japan;
-- the Debtors' head office is located at 4-11,
Higashi-shinagawa 2-chome, Shinagawa-ku, Tokyo 140-8637,
Japan;
-- the Debtors are primarily controlled by, and
decision-making is made from, their principal place of
business in Japan;
-- the majority of the Debtors' employees reside in Japan;
-- the majority of the Debtors' assets are located in Japan;
-- the majority of the Debtors' creditors are located in
Japan; and
-- all of the Debtors' administrative functions, including
accounting, financial reporting, budgeting, and cash
management are conducted in Japan.
Further, although the Debtors have issued bonds that are held
worldwide and although other creditors of the Debtors are located
in the United States and other countries, the Debtors' principal
secured creditors, including the Bank of Tokyo-Mitsubishi UFJ,
Ltd., Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking
Corporation and DBJ, which, in the aggregate hold more than US$7
billion in secured debt obligations, all reside in, and have their
principal places of business, in Japan, Mr. Katayama asserts.
Indeed, given the overwhelming presence of the Debtors' operations
and creditors in Japan, if the U.S. Court were not to find that
Japan is the Debtors' COMI, it would be difficult to imagine where
the Debtors should have filed their reorganization proceedings
instead, Mr. Katayama avers.
February 17 Hearing
The U.S. Court schedules a hearing for February 17, 2010, at 2:00
p.m. (Eastern Time), to consider approval of the recognition
motion. Objections to the motion must be submitted on or before
February 12.
About JAL
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services. The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
* * *
Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court. The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.
Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is
$28 billion.
Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News. The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
JAPAN AIRLINES: U.S. Court Issues Show Cause Order for Injunction
-----------------------------------------------------------------
At the behest of Eiji Katayama, Esq., Abe, Ikubo & Katayama, in
his capacity as the foreign representative to Japan Airlines
Corporation, Japan Airlines International Co., Ltd., and JAL
Capital Co., Ltd., Judge James Peck issued a show cause order
directing all parties-in-interest to convene on January 28, 2010,
at 2:00 p.m., to show why a preliminary injunction should not be
granted, pending the issuance of an order recognizing the Japan
Proceeding as a "foreign main proceeding" as defined in Section
1502(4) of the Bankruptcy Code.
Pending entry of further order of the U.S. Court, Judge Peck, on
January 19, 2010, ruled that the protections of Sections 361 and
362 of the U.S. Bankruptcy Code, to the extent applicable, apply
to the Debtors and their assets in the United States.
Pending further order of the Court:
(a) the Foreign Representative is established as the
representative of the Debtors with full authority to
administer the Debtors' assets and affairs in
the United States, including, without limitation, making
payments on account of the Debtors' prepetition and
postpetition obligations;
(b) protections of Sections 361 and 362 of the U.S. Bankruptcy
Code apply to the Debtors and their assets in the United
States;
(c) all persons and entities are enjoined from seizing,
attaching and enforcing or executing liens or judgments
against the Debtors' property in the United States or from
transferring, encumbering or otherwise disposing of or
interfering with the Debtors' assets or agreements in the
United States without the express consent of the Foreign
Representative;
(d) all persons and entities are enjoined from commencing or
continuing, including the issuance or employment of
process of, any judicial, administrative or any other
action or proceeding involving or against the Debtors or
their assets or proceeds thereof, or to recover a claim or
enforce any judicial, quasi-judicial, regulatory,
administrative or other judgment, assessment, order, lien
or arbitration award against the Debtors or their assets
or proceeds thereof.;
(e) the administration and realization of all of the Debtors'
assets in the United States is entrusted to the Foreign
Representative, including all of the Debtors' assets
located in the United States or which may have been
transferred to third parties in the United States; and
(f) the Foreign Representative is given the right and power to
examine witnesses, take evidence or deliver information
concerning the Debtors' assets, affairs, rights,
obligations or liabilities.
The Foreign Representative, in connection with his appointment as
the Debtors' trustee in the Japan Proceeding or as the "foreign
representative" in the Chapter 15 Cases, and the Debtors, are
granted the full protections and rights available pursuant to
Section 1519(a)(1)-(3) of the U.S. Bankruptcy Code.
Pursuant to Rule 65(b) of the U.S. Federal Rules of Civil
Procedure, made applicable to the Chapter 15 Cases by Rule 7065 of
the U.S. Federal Rules of Bankruptcy Procedure, no notice to any
person is required prior to entry and issuance of the Order.
The banks and financial institutions with which the Debtors
maintain bank accounts or on which checks are drawn or electronic
payment requests made in payment of prepetition or postpetition
obligations are authorized and directed to continue to service and
administer the Debtors' bank accounts without interruption and in
the ordinary course and to receive, process, honor and pay any
checks, drafts, wires and automatic clearing house transfers
issued, whether before or after the Petition Date and drawn on the
Debtors' bank accounts by respective holders and makers thereof
and at the direction of the Foreign Representative or the Debtors,
as the case may be.
The Foreign Representative, in court papers filed in the U.S.
Court, asserted that absent a grant of the relief requested, the
Debtors' United States creditors and other parties could threaten
to disrupt the Debtors' operations, including by taking actions
against the Debtors' aircraft temporarily in the United States or
other critical assets. Even the threat of those actions could
undermine the confidence of the Debtors' customers and suppliers,
causing the Debtors considerable distraction as they move forward
with their restructuring in the Japan Proceeding or worse,
disrupting the Debtors' flight operations.
According to David R. Seligman, Esq. at Kirkland & Ellis LLP,
Chicago, Illinois, the Foreign Representative's U.S. counsel,
those developments would hinder the Debtors' ability to operate
its airline business at even the most basic level, causing severe
disruption to the Debtors' flight schedules and seriously damaging
the Debtors' credibility in the marketplace during a time of
heightened scrutiny -- due to the Debtors' pending restructuring -
- and a time of substantial financial distress -- due to the
current global recession.
Atsuro Nishi, managing executive officer of the Americas division
of Japan Airlines International Co., Ltd., in a declaration filed
in support of the request, asserted that the Debtors' objective is
to engage in business as usual following the commencement of the
corporate reorganization proceeding in Japan with as little
interruptions to the Debtors' operations as possible. He
maintained that in light of the facts and circumstances of the
Debtors' cases, immediate relief and the preliminary injunction
requested are necessary and unwarranted.
Paul Wierbicki, Esq., at Kirkland & Ellis LLP, in a separate
affidavit, certified that the Foreign Representative's request for
entry of an order to show cause with temporary restraining order
on an ex parte basis is appropriate.
Naho Ebata, Esq., at Abe, Ikubo & Katayama, in Tokyo, Japan, also
filed a separate declaration stating that the Debtors are seeking
provisional relief under Section 1519 of the U.S. Bankruptcy Code
against litigation parties, lists of which are available for free
at:
* http://bankrupt.com/misc/jal_litigparties.pdf
* http://bankrupt.com/misc/jal_proviparties.pdf
About JAL
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services. The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
* * *
Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court. The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.
Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is
$28 billion.
Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News. The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
JAPAN AIRLINES: Downgraded to "D" by Japan Credits Rating Agency
----------------------------------------------------------------
JCR has downgraded the rating on senior debts of the issuer from C
rating placed under Credit Monitor (#) with Negative direction,
#C/Negative, to D. JCR has similarly downgraded the ratings on
the outstanding bonds and shelf registration (preliminary) from C
rating placed under Credit Monitor (#) with Negative direction,
#C/Negative, to D.
Senior debts: D
Issues Amount(bn) Issue Date Due Date Coupon Rating
bonds no.1 Y10 Dec. 18, 2003 Dec. 18, 2013 2.94% D
bonds no.3 Y10 Feb. 4, 2004 Feb. 4, 2011 1.92% D
(bonds no.1 and no.3 are guaranteed by Japan Airlines
International.)
Shelf Registration: preliminary D
Maximum: Y150 billion
Valid: two years effective from January 31, 2008
Japan Airlines Corporation (JAL) resolved to file for protection
under the Corporate Reorganization Law at the board of directors'
meeting ... and then filed for bankruptcy with the Tokyo District
Court. The Court has accepted the petition. Upon the Court's
acceptance, JCR set the rating on JAL to "D."
About JAL
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services. The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
* * *
Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court. The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.
Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is
$28 billion.
Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News. The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
KERASOTES SHOWPLACE: Acquisition by AMC May Fully Repay Debt
------------------------------------------------------------
Moody's Investors Service said the proposed acquisition of
Kerasotes Showplace Theaters, LLC, by AMC Entertainment Inc. is
likely to result in Kerasotes debt being fully repaid.
Moody's most recent rating action concerning Kerasotes was taken
on July 15, 2009, at which time the B2 corporate family rating and
B1 senior secured bank rating of Kerasotes Showplace Theaters LLC
were affirmed following extension of the maturity of the company's
revolving credit facility to March 2011 from September 2010. At
the same time, the rating outlook was changed to negative.
Kerasotes' ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of Kerasotes' core industry and Kerasotes' ratings are
believed to be comparable to those of other issuers of similar
credit risk.
Kerasotes Showplace Theatres, LLC, operates motion picture
theaters in the Midwestern and upper Midwestern regions of the
United States, including California, Colorado, Illinois, Indiana,
Iowa, New Jersey, Ohio, Missouri, Minnesota and Wisconsin. The
company currently operates 933 screens in 94 locations. Revenue
for fiscal 2009 exceeded $300 million.
KERASOTES SHOWPLACE: S&P Puts 'B-' Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Chicago-based movie exhibitor Kerasotes
Showplace Theatres Holdings LLC, along with the issue-level
ratings for operating subsidiary Kerasotes Showplace Theatres LLC,
on CreditWatch with positive implications.
The CreditWatch listing follows the announcement by AMC
Entertainment Inc. (a subsidiary of AMC Entertainment Holdings
Inc.) that it signed a definitive agreement to purchase
substantially all the assets of Kerasotes. The closure of the
acquisition is subject to customary regulatory approvals. The
rating action is based on S&P's view that AMC has stronger credit
measures than Kerasotes, with a broader business base and better
liquidity.
"In resolving the CreditWatch listing, S&P will review the terms
of the transaction and Kerasotes' use of the proceeds to repay
existing debt," said Standard & Poor's credit analyst Jeanne
Shoesmith.
As of Sept. 30, 2009, Kerasotes had $74.7 million of debt.
KMART CORP: Former CEO Losses Bid to Reverse 2009 Jury Verdict
--------------------------------------------------------------
Margaret Cronin Fisk and Steven Raphael at Bloomberg report that
former Kmart Corp. Chief Executive Officer Charles Conaway lost a
bid to reverse a 2009 jury verdict finding him liable for
misleading shareholders in the months before Kmart filed for
bankruptcy in 2002.
A federal jury in June found Mr. Conaway hid information about
Kmart's cash shortage, aiding and abetting Kmart's misstatements.
Bloomberg relates that U.S. Magistrate Judge Steven Pepe in Ann
Arbor, Michigan, denied Mr. Conaway's request for a new trial or a
judgment erasing the jury's finding.
The U.S. Securities and Exchange Commission sued Mr. Conaway in
2005, accusing him of duping investors in the management
discussion and analysis portion of a third-quarter 2001 securities
filing and during a November 27, 2001, conference call. According
to the Commission, Mr. Conaway failed to tell investors that Kmart
faced a cash shortage and was delaying payments to vendors in the
months before it filed for bankruptcy.
In his 211-page decision, according to Bloomberg, Judge Pepe said
the record supports a conclusion that Mr. Conaway provided
"substantial assistance" to Kmart in the commission of the fraud
and the MD&A inadequacies." Judge Pepe said the jury could
conclude that Mr. Conaway was the driving force behind the fraud
in its inception, and in the lies and non- disclosures that
perpetuated it.
Bloomberg relates Judge Pepe didn't rule on the SEC's request for
other penalties including fines. Bloomberg says the SEC has asked
Judge Pepe for $12.7 million in penalties, including the return of
a $5 million retention loan to Mr. Conaway that Kmart had
forgiven. The SEC initially sought more than $20 million. The
SEC also asked Judge Pepe to bar Mr. Conaway from working as an
officer in a public company.
"We are very disappointed," Scott Lassar, Esq., at Sidley Austin,
Mr. Conaway's lawyer, said in an e-mailed statement, according to
Bloomberg. "We will wait until the judge rules on the SEC request
for penalties" before deciding whether to appeal, he said.
Kmart Corporation is a predecessor operating company of Kmart
Holding. In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws. The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization. Kmart completed its merger
with Sears, Roebuck and Co. on March 24, 2005.
LAKE AT LAS VEGAS: Can Access Cayman Islands Cash Until April 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
eighth amendment to Lake at Las Vegas Joint Venture, LLC, et al.'s
Credit Suisse AG, Cayman Islands Branch debtor-in-possession
financing facility, extending the maturity date to April 30, 2010.
The Debtors said that for the period from January 1, 2010, to
April 30, 2010, both the DIP Agent and Credit Suisse AG, Cayman
Islands Branch fka Credit Suisse, Cayman Islands Branch, as
administrative agent and collateral agent for a syndicate of
financial institutions, will reduce their fees and expenses
otherwise reimbursable from the Debtors' estates in the amount of
the interest paid by the Debtors to the DIP Agent.
The line item in the budget for the fees and expenses incurred by
counsel to the Unsecured Creditors' Committee (excluding the law
firm of Diamond McCarthy LLP) will be increased by $565,000 over
the amount approved in connection with the Seventh Amendment to
the DIP Facility.
Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada. Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.
The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814). When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion. Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel. Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.
LAKE AT LAS VEGAS: Plan Confirmation Hearing Set for April 13
-------------------------------------------------------------
The confirmation hearing for approval of the reorganization plan
of Lake at Las Vegas Joint Venture LLC is currently scheduled for
April 13.
The Debtors have yet to begin soliciting votes on the Plan. They
will begin soliciting votes on the Plan following approval of the
adequacy of the information in the Disclosure Statement. The
Debtors propose a hearing on the adequacy of information in the
Disclosure Statement on February 16, 2010, at 1:30 p.m. (Pacific
time.)
According to the amended Disclosure Statement, the Plan provides
for holders of general unsecured claims to receive their ratable
share of a $1 million fund (after expenses) and up to 10% of the
net proceeds of the Debtors' litigation claims.
As reported in the Troubled Company Reporter on October 15, 2009,
general unsecured creditors will receive their ratable share of a
$1 million fund and the 6-2/3% share of the litigation recoveries
from the creditor trust.
Solely for the purposes of the Plan, the assets, claims, and
affairs of the Debtors and their estates will be substantively
consolidated. In effect, all general unsecured creditors
accepting the Plan will receive the same ratable distribution,
without regard to which Debtor they have a claim against.
A Creditor Trust will be created to hold and prosecute the
Debtors' claims against the former insiders and certain avoidance
actions, including fraudulent transfer and preference actions.
Obligations required to be satisfied in cash under the Plan on and
after the Effective Date will be satisfied from the Reorganized
Debtors' cash on hand, including the remaining proceeds of the
DIP Facility, the lease or sale of assets, revenues, and the
proceeds of the exit facility.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/LakeatLas_AmendedDS.pdf
A full-text copy of the Plan is available for free at:
http://bankrupt.com/misc/LakeatLas_AmendedPlan.pdf
About Lake at Las Vegas
Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada. Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.
The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814). When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion. Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel. Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.
LAS VEGAS MONORAIL: Case Dismissal Hearing Set for February 17
--------------------------------------------------------------
Steve Kanigher at Las Vegas Sun reports that a federal court judge
set a hearing on Feb. 17, 2010, to determine whether to dismiss
Las Vegas Monorail's Chapter 11 case sought by Ambac Assurance
Corp. and Wells Fargo Bank.
Ambac Assurance Corporation is asking the Bankruptcy Court to
dismiss the chapter 11 petition of Las Vegas Monorail on the
grounds that LVMC is ineligible to be a debtor under chapter 11 of
the Bankruptcy Code.
Laurel E. Davis, Esq., at Fennemore Craig, P.C., says notes, among
other things, (i) LVMC itself has certified and agreed that it "is
an instrumentality of the State of Nevada, is controlled by the
Governor of the State of Nevada" in documents relating to the
issuance of bonds, and (ii) LVMC was incorporated for the public
purpose of constructing, maintaining and operating the Las Vegas
Monorail as "a public mass transit monorail system with general
public access in all respects.
LVMC financed its acquisition and improvement of the Monorail with
the proceeds of three series of tax-exempt governmental bonds
issued by State of Nevada Department of Business and Industry: (a)
the $451,448,217 original principal amount 1st Tier Series 2000;
(b) the $149,200,000 original principal amount 2nd Tier Series
2000; and (c) the $48,500,000 original principal amount 3rd Tier
Series 2000. The Bonds constituted the largest issue of tax-
exempt Bonds in the history of the State of Nevada.
About Las Vegas Monorail
Las Vegas Monorail Company, organized by the State of Nevada in
2000 as a nonprofit corporation, owns and manages the Las Vegas
Monorail. The Monorail is a seven-stop, elevated train system
that travels along a 3.9-mile route near the Las Vegas Strip.
LVMC has contracted with Bombardier Transit Corporation to operate
the Monorail.
Though it benefits from its tax-exempt status due to being a
nonprofit entity, LVMC claims to be the first privately-owned
public transportation system in the nation to be funded solely by
fares and advertising. LVMC says it receives no governmental
financial support or subsidies.
LVMC filed for Chapter 11 on Jan. 13, 2009 (Bankr. D. Nev. Case
No. 10-10464). The petition says that assets are between
$10 million to $50 million while debts are between $500 million to
$1 billion. Gordon Silver has been tapped as bankruptcy counsel.
Alvarez & Marsal North America, LLC, is the financial advisor.
Stradling Yocca Carlson & Rauth is the special bond counsel.
Jones Vargas is the special corporate counsel.
LEHMAN BROTHERS: $6 Bil. in Claims Change Hands in 20 Days
----------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received more
than 100 notices of transfer of claims, aggregating more than
$6 billion, in the Debtors' Chapter 11 cases from December 23,
2009, to January 15, 2010:
(a) Deutsche Bank AG London:
Transferors Claim No. Claim Amount
----------- --------- ------------
Airlie Opportunity Master Fund, Ltd. 12138 $21,192,943
(b) CBW LLC:
Transferors Claim No. Claim Amount
----------- --------- ------------
Anchorage Crossover Credit Offshore 20536 $13,819,124
Master Fund 20537 $664,303
20540 $664,303
22215 $664,303
(c) King Street Capital L.P.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Banc of America Securities LLC 59515 $2,524,568
45557 $2,792,666
43960 $2,104,433
The Royal Bank of Scotland plc 65834 $8,436,824
(d) King Street Capital Master Fund Ltd.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Banc of America Securities Fund Ltd. 59515 $6,033,290
45557 $6,673,999
43960 $5,029,238
Barclays Bank PLC 55217 $23,100,979
55217 $1,607,459
55218 $9,616,050
The Royal Bank of Scotland plc 65834 $20,162,580
(e) GoldenTree Master Fund Ltd.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Barclays Bank PLC 60715 $5,490,735
60699 $15,782,740
(f) GoldenTree Master Fund II Ltd.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Barclays Bank PLC 60715 $5,490,735
60699 $15,782,740
(g) GTAM Fund I Ltd.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Barclays Bank PLC 60715 $5,490,735
(h) Black River Emerging Markets Credit Fund:
Transferors Claim No. Claim Amount
----------- --------- ------------
Black River Asia Fund, Ltd. 54849 $6,709,388
Black River EMCO Master Fund Ltd. 45147 $11,549,633
Black River Commodity Select Fund 22704 $1,395,962
Black River Emerging Markets Fixed
Income Fund Ltd. 22700 $11,684,050
Black River Global Investments Fund 22705 $361,802
Black River Global Credit Fund Ltd. 26159 $397,582
(i) JPMorgan Chase Bank N.A.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Blue Chip Multi-Strategy Master Fund 23646 $1,202,546
Conduit Capital Markets Limited 55059 $1,424,400
Hakone Fund II 23648 $363,782
23649 $362,922
Quantitative Enhanced Decisions 23650 $7,663,535
Master Fund 23651 $7,645,428
(j) The Royal Bank of Scotland plc:
Transferors Claim No. Claim Amount
----------- --------- ------------
BP Capital Energy Equity 66012 $1,191,363
International Holdings I 63363 $1,620,404
17295 $3,215,036
2221 $3,215,036
66014 $1,191,363
17289 $3,215,036
2226 $3,215,036
BP Capital Energy Fund LP 66011 $6,665,327
17294 $9,880,637
2220 $9,880,637
66017 $6,665,327
17288 $9,880,637
2225 $9,880,637
BP Capital Energy Equity Fund 66013 $8,190,293
Master II L.P. 17290 $11,795,338
2223 $11,795,338
66008 $8,190,293
17296 $11,795,338
2218 $11,795,338
BP Capital Energy Equity Fund L.P. 66015 $11,964,224
17291 $16,888,998
2224 $16,888,998
17297 $16,888,998
2219 $16,888,998
T. Boone Pickens 66016 $13,488,793
17286 $18,157,000
2227 $18,157,000
66010 $13,488,793
17293 $18,157,000
2222 $18,157,000
(k) C.V.I.G.V.F. (Lux) Master S.a.r.l.:
Transferors Claim No. Claim Amount
----------- --------- ------------
CASAM ADI CB Arbitrage Fund Limited 29371 $14,352,410
Institutional Benchmarks Series
(Taks Seg Acct) 29365 $106,917
Institutional Benchmarks Series
(Augutus Global) 42912 $12,367,248
Institutional Benchmarks Series 29369 $67,708
(Centaur Seg. Acct) 29370 $67,708
Institutional Benchmarks Series
(Augustus Conv Arb) 29372 $185,000
Turnberry Leveraged 66057 $22,601,120
(l) Citigroup Financial Products Inc.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Citibank International PLC 55304 $10,224,720
(m) Mount Kellett Master Fund II L.P.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Credit Suisse Securities (USA) LLC 55829 --
Goldman Sachs International -- --
(n) Credit Suisse Loan Funding LLC:
Transferors Claim No. Claim Amount
----------- --------- ------------
Credit Suisse Energy LLC 22815 $71,622,924
22828 $71,622,924
(o) Credit Suisse Securities (USA) LLC:
Transferors Claim No. Claim Amount
----------- --------- ------------
Credit Suisse AG 55829 --
(p) Goldman Sachs Lending Partners LLC:
Transferors Claim No. Claim Amount
----------- --------- ------------
Evergreen Income Advantage Fund 29836 $179,959
29837 $179,959
Evergreen Intermediate Bond Trust 29838 $224,142
29839 $224,142
Evergreen Long Duration Trust 29840 $817,238
29841 $817,328
Evergreen Multi-Sector Income Fund 29842 $97,410
29843 $97,410
Evergreen Select High Yield Bond Trust 29844 $14,743
29845 $14,743
Evergreen Core Bond Trust 29865 $3,318,905
29866 $3,318,905
Evergreen High Income Fund 29871 $180,023
29872 $180,023
Panton Master Fund LP 33276 $10,580,967
33277 $10,580,967
33275 $2,552,011
33275 $2,552,011
33276 $10,580,967
33277 $10,580,967
60699 $15,782,740
Zais Scepticus Fund I Ltd. 33584 $4,255,212
33587 $4,255,212
(q) Goldman, Sachs & Co.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Fondazione Cassa Risparmio
della Spezia 55548 $28,350,000
Shinkin Central Bank 42201 $28,405,478
42201 $28,517,288
(r) Goldman Sachs International:
Transferors Claim No. Claim Amount
----------- --------- ------------
Goldman Sachs & Co. 42201 $28,517,288
42201 $28,405,478
(s) Longacre Opportunity Fund L.P.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Hillside Apex Fund Ltd. 4660 $2,534,694
Hillside Apex Fund Ltd. 35434 $2,534,694
Hillside Apex Fund Ltd. 54846 $2,534,694
(t) Lehman Brothers Bankhaus AG:
Transferors Claim No. Claim Amount
----------- --------- ------------
HSBC Trustee (C.I.) Limited 19847 $200 mil.
25792 $200 mil.
HSBC Corporate Trustee Company 24293 $1 bil.
(UK) Limited 24366 $1 bil.
7th Avenue Inc. 27946 $1.2 bil.
27947 $1.2 bil.
(u) Banc of America Securities LLC:
Transferors Claim No. Claim Amount
----------- --------- ------------
Ignis Asset Management 65826 $15,770,961
65827 $1,125,570
65828 $1,668,884
65829 $241,061
65830 $556,294
65831 $166,888
65832 $834,442
65833 $333,774
65834 $5,562,949
65836 $556,294
65837 $4,893,541
65838 $9,494,100
65839 $927,158
65840 $12,053,057
65824 $3,784,659
65825 $819,607
65835 $1,700,408
Merrill Lynch International 43960 $7,133,671
45557 $19,011,525
(v) Barclays Bank PLC:
Transferors Claim No. Claim Amount
----------- --------- ------------
Internationale Kapitalanlagegesellschaft 60989 $141,750
60987 $708,750
60985 $567,000
Kle Euribor Prime 50009 $5,318,640
National Bank of Fujairah psc 55159 $2,917,597
Serengeti Rapax MM LP 63653 $1,194,133
Serengeti Partners LP 63654 $292,563
Serengeti Overseas Ltd. 63661 $901,570
Sparkasse Heidelberg 60568 $14,157,201
(w) Blue Angel Claims:
Transferors Claim No. Claim Amount
----------- --------- ------------
Kraus Partner Investment Solutions AG 4866 $711,346
12635 $832,497
37653 $832,497
Longacre Master Fund II L.P. 34902 $5,310,157
4627 $5,310,157
4628 $5,310,157
10129 $5,310,157
10130 $5,310,157
(x) OCM Opportunities Fund VIIb Delaware:
Transferors Claim No. Claim Amount
----------- --------- ------------
Morgan Stanley & Co. International plc 58706 $1,698,046
58717 $1,904,633
(y) Oaktree Huntington Investment Fund L.P.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Morgan Stanley & Co. International plc 58706 $395,731
58717 $444,123
(z) Oaktree Opportunities Fund VIII Delaware:
Transferors Claim No. Claim Amount
----------- --------- ------------
Morgan Stanley & Co. International plc 58717 $4,946,513
58706 $4,410,604
(aa) Knighthead Master Fund LP
Transferors Claim No. Claim Amount
----------- --------- ------------
Morgan Stanley & Co. International plc 58701 $44,154,860
(ab) Morgan Stanley & Co. International plc:
Transferors Claim No. Claim Amount
----------- --------- ------------
Partnership Life Assurance Company 40203 $252,281
(ac) Deutsche Bank AG London:
Transferors Claim No. Claim Amount
----------- --------- ------------
Sparebank 1 SR-Bank 62960 $14,729,726
(ad) EM Opportunities Bond Fund Inc.:
Transferors Claim No. Claim Amount
----------- --------- ------------
Standard Bank Plc 17241 $24,978
(ae) Merrill Lynch International:
Transferors Claim No. Claim Amount
----------- --------- ------------
Union Investment Privatfonds Gmbh 43960 $7,133,671
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Payment of Fees of 10 Professionals Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order directing the Debtors to pay the fees, expenses
and the remaining holdback of nine professionals for their
services for the period February 1 to May 31, 2009.
The professionals are Jones Day, Lazard Freres & Co. LLC, McKenna
Long & Aldridge LLP, Milbank Tweed Hadley & McCloy LLP, Pachulski
Stang Ziehl & Jones LLP, Quinn Emanuel Urquhart Oliver & Hedges,
LLP, Reilly Pozner LLP, Simpson Thacher & Bartlett LLP, and Weil,
Gotshal & Manges LLP.
A full-text copy of the court order and the list of the fees,
expenses and holdback awarded is available for free at:
http://bankrupt.com/misc/Lehman_OrderFeesFeb1toMay3109-.pdf
In a separate order, the U.S. Bankruptcy Court for the Southern
District of New York awarded Hughes Hubbard & Reed LLP an interim
allowance of $21,039,934 for its professional services, and
$253,544 as reimbursement for expenses it incurred for worked
performed in Lehman Brothers Inc.'s SIPA case during the period
June 1 to September 30, 2009.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Proposes Kasowitz as Special Counsel
-----------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Kasowitz Benson Torres & Friedman LLP as
their special counsel effective January 6, 2010.
The Debtors tapped the firm to investigate individuals who might
have taken actions or made statements prior to the bankruptcy
filing that interfered with and damaged their business, and to
commence litigation against those individuals with the Debtors'
authorization.
Kasowitz is a national firm specializing in complex, highly
sophisticated litigation. The firm, which employs more than 325
lawyers, has offices in New York, Houston, Atlanta, San
Francisco, Miami and Newark.
In return for its services, Kasowitz will be paid at an hourly
rate and will be reimbursed of its expenses. The firm's hourly
rate ranges from $550 to $1,000 for partners, $275 to $750 for
associates and counsel, and $150 to $225 for paraprofessionals.
In a declaration, Albert Mishaan, Esq., a partner at Kasowitz,
assures the Court that neither KBT&F nor any attorney at the firm
holds or represents interest adverse to the Debtors' estates.
The Debtors' attorney, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, will present an application to Judge
James Peck for approval of the proposed employment on January 21,
2010.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LOWER BUCKS: Asks for Court Okay to Access Cash Collateral
----------------------------------------------------------
Lower Bucks Hospital, et al., have sought permission from the Hon.
Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to use until February 12, 2010, the cash
collateral of The Bank of New York Mellon Trust Company, N.A., as
trustee with respect to the Borough of Langhorne Manor Higher
Education and Health Authority Hospital Revenue Bonds, Series of
1992.
Jeffrey C. Hampton, Esq., at Saul Ewing LLP, the attorney for the
Debtors, explains that the Debtors need the money to fund their
Chapter 11 case, pay suppliers and other parties. The Debtors
will use the collateral pursuant to a budget, a copy of which is
available for free at:
http://bankrupt.com/misc/LOWER_BUCKS_budget.pdf
In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders (i) a replacement lien in
unrestricted gross revenues received by the Lower Buck Hospital
subsequent to the Petition Date; (ii) a lien on and security
interest in LBH's real estate, subject to that certain lien of the
Township of Bristol in the principal amount of $133,000; and
(iv) a superpriority claim.
The Debtors promise to provide the lenders: (i) bi-weekly
reporting of the Debtors' financial performance, including
collections, disbursements and actual-to-budget reconciliations;
(ii) payment from the reserve fund and/or bond fund, of the
Indenture Trustee's fees and expenses, including reasonable
attorney's fees; (iii) access to the Debtors' books and records,
provision of certain information and the ability to consult with
the Debtors' chief restructuring officer/chief executive officer,
executive vice president, and chief financial officer; and
(iv) a 60-day period, from the appointment of any committee, to
bring any action challenging the extent, validity, priority and
avoidability of any liens, claims and security interests of the
Indenture Trustee.
The Debtors propose a Carve Out that would cover fees payable to
the U.S. Trustee and the Clerk of the Bankruptcy Court, unpaid
professional fees incurred or accrued prior to the occurrence of a
termination event, and unpaid professional fees incurred or
accrued after the occurrence of the termination event in an
aggregate amount of $400,000.
The Court has set for February 10, 2010, at 11:00 a.m., a hearing
for the Debtors' request for an interim order on their motion to
use cash collateral. The deadline for the filing of objections to
the Debtors' request is February 8, 2010.
Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania. The Hospital is
currently licensed to operate 183 beds. Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities. The Hospital's emergency room serves
approximately 30,000 patients annually. For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.
The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239). The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort. Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent. The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.
LOWER BUCKS: Court Extends Schedules Filing Until Feb. 18
---------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania extended, at the behest of Lower
Bucks Hospital, et al., the deadline for the filing of schedules
of assets and liabilities and statements of financial affairs
until February 18, 2010.
The Debtors said that given the size and complexity of their
business operations and the number of creditors, they have not yet
finished compiling the information that will be required to
complete the schedules and statements. The Debtors have thousands
of creditors, which requires the maintenance of voluminous books
and records and complex accounting systems to ensure that their
operations run efficiently and cost-effectively.
Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania. The Hospital is
currently licensed to operate 183 beds. Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities. The Hospital's emergency room serves
approximately 30,000 patients annually. For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.
The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239). The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort. Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent. The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.
LOWER BUCKS: Gets Court Okay to Hire Donlin Recano as Claims Agent
------------------------------------------------------------------
Lower Bucks Hospital, et al., sought and obtained authorization
from the Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to employ Donlin, Recano &
Company, Inc., as notice, claims and solicitation agent.
DRC will, among other things:
a. prepare and serve a variety of documents on behalf of the
Debtors in their Chapter 11 cases;
b. maintain an official claims register in the Debtors'
Chapter 11 cases by docketing proofs of claim and proofs
of interest in a database; and
c. act as balloting agent whose services include printing
ballots and coordinate the mailing of solicitation
packages to voting and non-voting parties and provide a
certificate or affidavit of service.
DRC will be compensated for its services based on its agreement
with the Debtors, a copy of which is available for free at:
http://bankrupt.com/misc/LOWER_BUCKS_drcpact.pdf
Louis A. Recano, the CEO of DRC, assures the Court that the firm
is "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.
Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania. The Hospital is
currently licensed to operate 183 beds. Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities. The Hospital's emergency room serves
approximately 30,000 patients annually. For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.
The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239). The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort. Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent. The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.
LOWER BUCKS: Taps Saul Ewing as Bankruptcy Counsel
--------------------------------------------------
Lower Bucks Hospital, et al., have sought permission from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
employ Saul Ewing LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.
Saul Ewing will, among other things:
a. represent the Debtors in any matter involving contests
with secured or unsecured creditors, including the claims
reconciliation process;
b. prepare necessary motions, applications, orders,
responses, and other legal papers;
c. advise and assist the Debtors in the negotiation and
documentation of financing agreements, debt
restructurings, cash collateral arrangements, and related
transactions; and
d. assist, advise, and represent the Debtors in the possible
sale of the Debtors' assets.
Jeffrey C. Hampton, a partner in Saul Ewing, says that the firm
will be paid based on the hourly rates of its personnel:
Jeffrey C. Hampton, Partner $490
Adam H. Isenberg, Partner $490
Robyn F. Pollack, Special Counsel $410
Melissa W. Rand, Associate $235
Sean C. Sansiveri, Associate $235
Paraprofessionals $140-$265
Mr. Hampton assures the Court that Saul Ewing is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.
Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania. The Hospital is
currently licensed to operate 183 beds. Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities. The Hospital's emergency room serves
approximately 30,000 patients annually. For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.
The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239). The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort. Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent. The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.
MAMMOTH SAN JUAN: Plan Outline Hearing Continued to January 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue to consider the adequacy of information in the
Disclosure Statement filed by Mammoth San Juan Capistrano I, LLC,
on January 27, 2010, at 11:00 a.m. at Courtroom 5D, 411 W. Fourth
St., Santa Ana, California.
The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.
According to the Disclosure Statement, the Debtor proposes to
accomplish payments under the Plan by restructuring two notes held
by JP Morgan Chase. The secured creditors of the estate will be
paid the present value of their claim at a market interest rate
over a 7 year period, excepting that their claims may be paid in
full prior to the 7th year through a sale or refinance of the
Mammoth property. The effective date of the proposed Plan is
March 4, 2010.
The distributions under the Plan will be made from available cash
and net sale proceeds.
The managing member of the Debtors, Robert Wish will provide
oversight and assistance in the operation of the Debtor's business
and day-to-day management decisions. Robert Wish will work to
lease the remaining vacant space in the Mammoth property.
The proceeds generated from the leases on the Mammoth property and
any future refinance or sales proceeds will be used to fund
payments to both secured and unsecured creditors. It is
anticipated that there will be sufficient funds from the proceeds
to pay all allowed secured and allowed unsecured claims as:
-- secured creditor, JP Morgan Chase, will be paid in full on
or before the 84th month after the effective date;
-- the Orange County Tax Collector will be paid in full on or
before the 72nd month after the effective date; and
-- Allowed Class 4 General unsecured Claims may elect to
receive a one-time lump sum payment equal to 25% of their
allowed claim as payment in full on the 25th month after the
effective date; or 100% of their allowed claim as payment in
full on or before the 84th month after the effective date.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MammothSanJuan_DS.pdf
A full-text copy of the Chapter 11 Plan is available for free at:
http://bankrupt.com/misc/MammothSanJuan_Chapter11Plan.pdf
San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business. The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No.
09-16836). Thomas Corcovelos, Esq., at Corcovelos Law Group
represents the Debtor in its restructuring efforts. The Debtor
listed between $10 million and $50 million each in assets and
debts.
MANN BRACKEN: Blames Axiant Bankruptcy for Collapse
---------------------------------------------------
Mann Bracken LLC, a debt-collection law firm in Maryland, ceased
operations last week.
The Baltimore Sun reports Rockville-based Mann Bracken closed its
24 offices across the country with little public warning,
prompting consumers left in the lurch to complain to state
officials that the firm's phones were disconnected and it had
stopped cashing their checks.
The Baltimore Sun relates that Mann Bracken principals said in a
statement released by an attorney that they had "no alternative
but to wind down its business operations." According to Baltimore
Sun, they blamed the company's fate on the November bankruptcy
filing of Axiant, a company that handled its support services.
Axiant tried to reorganize but instead is being liquidated.
"Axiant's pending liquidation has left Mann Bracken without funds
to pay creditors and insolvent," the statement said, according to
Baltimore Sun. Mann Bracken said it will seek bankruptcy
protection or disband through a state receivership proceeding in
the next 30 days, Baltimore Sun reports.
Axiant is a debt-collection offshoot of Mann Bracken and was
created by a group of New York private-equity funds in 2006.
Baltimore Sun also notes that a Maryland judge on Thursday ordered
that tens of thousands of debt-collection lawsuits involving the
firm be dismissed, and state financial regulators revoked its
license.
METRO-GOLDWYN: Mulls Prepack Bankruptcy + Asset Sale; Taps Skadden
------------------------------------------------------------------
Reuters, citing sources familiar with the matter, reports Metro-
Goldwyn-Mayer is considering a prepackaged bankruptcy along with a
sale. The sources told Reuters that move would offer a healthier
company to a buyer of MGM by reducing liabilities and cleaning up
its balance sheet.
The Wall Street Journal reports MGM has tapped the restructuring
practice at law firm Skadden, Arps, Slate, Meagher & Flom to
prepare a possible prepackaged bankruptcy that would solicit
approval from creditors ahead of a filing in hopes of limiting the
studio's stay in court. In bankruptcy, MGM could force dissident
creditors to do a deal as long as a certain number of other
lenders agree.
Reuters' Jui Chakravorty and Anupreeta Das report that MGM has
received several first-round bids in an auction to sell itself.
The initial bids, which are non-binding, came in under $2 billion,
sources told Reuters.
As reported by the Troubled Company Reporter on January 14, 2010,
people familiar with the matter told The Wall Street Journal's
Jeffrey McCracken and Mike Spector that the auction of MGM has
attracted low bids in the $2 billion range -- far below the $3.7
billion MGM owes its bank lenders. The sources say some could
come in below $1.5 billion. According to the Journal, people
familiar with the situation said the low offers and MGM's complex
capital structure could force the studio to seek bankruptcy
protection, and try to sell itself while in Chapter 11
proceedings.
The Journal said the auction of MGM has attracted prominent
Hollywood and media names, including:
-- Time Warner Inc.;
-- Lions Gate Entertainment Corp.;
-- News Corp.;
-- Summit Entertainment;
-- Liberty Media Corp.;
-- CBS Corp.;
-- AT&T Inc.; and
-- Indian conglomerate Reliance Industries Ltd.
Former News Corp. President Peter Chernin and former Yahoo Inc.
Chairman and Chief Executive Terry Semel also expressed interest.
Reuters relates Liberty Media Corp., AT&T Inc., and Summit
Entertainment have signed non-disclosure agreements to look at the
business. According to one of Reuters' sources, News Corp.
initially refused to sign the confidentiality agreement due to a
restrictive clause, but later signed the document. News Corp.
however has yet to put in a bid.
Some of the sources told Reuters private equity firms are also
talking to media companies about teaming up to make joint bids for
MGM in later rounds. While Time Warner plans to go it alone,
Lions Gate is looking to partner with a private equity firm, one
source told Reuters.
According to the Journal, a person familiar with the situation
said Lions Gate submitted a bid late last week. The bid was
around $1.5 billion.
In August 2009, MGM replaced its chief executive, Harry Sloan, and
hired Stephen Cooper at Zolfo Cooper. According to Bloomberg, MGM
hired Moelis & Co. in May to help restructure its debt.
As reported by the Troubled Company Reporter on December 11, MGM's
forbearance agreement with lenders expires January 31. MGM's $250
million revolving line of credit is slated to mature in early
April.
People familiar with the situation, according to the Journal, said
the forbearance agreement should get a routine extension, and that
MGM is expected to be restructured or sold before April.
According to the Journal, people close to MGM said while the
Company will likely get many bids, it could still be forced into
bankruptcy, said its lenders, and potential buyers. MGM's lender
group is led by J.P. Morgan Chase & Co., and includes some 100
investors, many of them hedge funds, according to the Journal.
The Journal said if MGM decides not to pursue a sale, some other
options remain on the table for the beleaguered studio, including
a proposal from investment fund Qualia Capital, run by Amir Malin
and Ken Schapiro, to restructure the Company, convert its debt to
equity, and infuse it with enough cash to keep it as a going
concern and making movies.
As reported by the TCR on September 30, 2009, The New York Post,
citing multiple sources, said discussions between debtholders and
equity owners on a restructuring of MGM's massive debt load have
begun on a contentious note, with both sides threatening to force
MGM into bankruptcy to gain leverage and extract better terms from
the other.
Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans. MGM asked creditors
to waive $12 million monthly interest payments until February 15
2010.
Nikki Finke at Deadline Hollywood reported in October 2009 that
MGM said it needed $20 million in short-term cash flow to cover
overhead, and an additional $150 million to get through the end of
year and continue funding its projects. According to
filmshaft.com in October, MGM was having difficulty making
interest payments on its $3.5 billion in debt.
About Metro-Goldwyn-Mayer
Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company. The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming. MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.
NANCY VOREL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Nancy V. Vorel
5 Nassau Road
Westport, CT 06880
Bankruptcy Case No.: 10-50131
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Debtor's Counsel: Scott M. Charmoy, Esq.
Charmoy & Charmoy
1261 Post Road
P.O. Box 804
Fairfield, CT 06824
Tel: (203) 255-8100
Fax: (203) 255-8101
Email: scottcharmoy@charmoy.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Ms. Vorel.
NATIONAL HOME: Has Until January 25 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
extended until January 25, 2010, National Home Centers' time to
file its schedules of assets and liabilities and statement of
financial affairs.
Based in Springdale, Arizona, National Home Centers provides
materials for the building industry. The company filed for
Chapter 11 bankruptcy when it failed to reach a deal with its
primary lender CIT Group. The company is now liquidating its west
Little Rock, Arizona, home center, and phasing out LBM in
Bentonville.
NATIONAL HOME: Taps Great American to Assist in Store Closing
-------------------------------------------------------------
National Home Centers asked the U.S. Bankruptcy Court for the
Western District of Arkansas for permission to:
i) employ Great American Group, LLC, to assist the Debtor
through the store closing sales in Bentonville and Little
Rock until March 31, 2010; and
ii) close its retail home centers in Bentonville, Clarksville,
and Little Rock (Chenal), Arkansas.
The Debtor stated that it solicited proposals from liquidators who
had expressed interest in the Debtor.
The Debtor related that the consultant will receive 1.85% of the
gross sales of the Debtor's merchandize. The Debtor will pay
these employees, on a weekly basis, (i) store level supervisor -
$3,540 (ii) lead or financial supervisor - 4,250.
Separately, the Court authorized the Debtors to sell two vehicles
free and clear of liens under the Section 363 of the U.S.
Bankruptcy Code.
Based in Springdale, Arizona, National Home Centers provides
materials for the building industry. The company filed for
Chapter 11 bankruptcy when it failed to reach a deal with its
primary lender CIT Group. The company is now liquidating its west
Little Rock, Arizona, home center, and phasing out LBM in
Bentonville.
NEWFIELD EXPLORATION: Fitch Assigns 'BB-' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Newfield Exploration
Company's (Newfield) announced senior subordinated note offering.
Fitch maintains these debt ratings on Newfield:
-- Issuer Default Rating 'BB+';
-- Senior unsecured 'BB+';
-- Senior unsecured bank facility 'BB+';
-- Senior subordinated notes 'BB-'.
The Rating Outlook is Stable.
As a part of the current debt offering, Newfield is expected to
use proceeds to reduce borrowings under the company's senior
unsecured credit facility, direct proceeds toward the repayment of
the company's $175 million of senior unsecured notes due March
2011 and to help finance the company's pending acquisition of
approximately $217 million of TXCO Resources Inc.'s assets. As a
result, debt levels are expected to only rise modestly (by
approximately $100 million-$200 million) relative to Sept. 30,
2009 levels of $2.1 billion.
Newfield's ratings continue to reflect the company's plans to live
within internally generated cash flows (excluding acquisitions),
as well as the company's conservative management team and
financial profile, reasonable debt levels relative to its peers
(as measured on a debt/barrel of oil equivalent [boe] basis), and
the company's improved asset profile following the 2007
diversification away from the Gulf of Mexico. Newfield continues
to benefit in the current commodity price environment from its
significant commodity and basis hedges as well as the company's
significant exposure to oil production. Offsetting factors
include the potential for additional debt to finance growth
opportunities (primarily M&A) and the weak fundamentals associated
with the natural gas market.
Credit metrics were strong as of Sept. 30, 2009 as Newfield
generated latest 12 months EBITDAX of $795 million which resulted
in interest coverage of 6.4 times and leverage, as measured by
debt-to-EBITDAX of 2.6x. However, after adjusting for hedging
gains/losses, EBITDAX would rise to $1.45 billion and interest
coverage of 11.7x and leverage of 1.5x. At year-end 2008,
debt/boe of proven reserves was $4.50/boe ($.75/mcfe) and debt/boe
of proven developed reserves was $7.27/boe ($1.21/mcfe).
Free cash flow (cash flow from operations less capital
expenditures) was negative $139 million during the LTM period
primarily related to the fourth quarter of 2008 when company was
generating significant negative free cash flow levels. On a
quarter-by-quarter basis, Newfield continued to show improvements
throughout 2009 as the company remained committed to living within
operating cash flows. During the third quarter of 2009, Newfield
generated positive free cash flows of approximately $234 million.
Fitch expects Newfield to continue to live within internally
generated cash flows in 2010 as the company continues to show
restraint with regard to its capital expenditure program.
Liquidity remains strong and is expected to improve as a result of
the proposed note offering. Significant commodity price hedges
(approximately 70% of 2010 natural gas production and 40% of 2010
oil production) and growing production levels continue to support
operating cash flow levels while reduced capital expenditures
should continue to result in neutral to positive free cash flow
levels. Newfield's liquidity stems from cash balances
($96 million on Sept. 30, 2009), remaining availability of
$796 million on its $1.25 billion senior unsecured credit
facility (maturing in June 2012) and from operating cash flows
($1.45 billion for the LTM period ending Sept. 30, 2009). The
company's next debt maturity following the tender for its
$175 million 7.625% senior notes maturing in 2011 are the
$325 million of 6.625% senior subordinated notes due in September
2014.
Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt to book capitalization
(60% covenant threshold), maximum total debt to EBITDA (3.5x
covenant level) and minimum net present value of oil and gas
properties to total debt (1.75x covenant level). It is important
to note that the debt to EBITDA covenant provides for adjustments
to back out the impacts of unrealized gains/losses on commodity
hedges, ceiling test writedowns and goodwill impairments. In
addition, the company's NPV covenant makes adjustments to debt
balances by only including 50% of the principal amount of the
senior subordinated notes. Tests for the NPV covenant are
performed annually in May and Newfield saw no reductions in
borrowing capacity as a result of this covenant in 2009.
Remaining covenants associated with the company's outstanding
senior unsecured and senior subordinated debt include limits on
incurring debt secured by liens, sale/leaseback transactions,
limits on the ability to engage in merger transactions, limits on
the ability to incur additional debt, limits on making restricted
payments, paying dividends or redeeming capital stock as well as
other restrictions.
Newfield is a mid-sized oil and gas exploration and production
company headquartered in Houston, Texas. Newfield has operations
in several major regions of the United States (Mid-Continent,
Rocky Mountains, South Texas, and deep water Gulf of Mexico), as
well as international offshore operations in Malaysia and China.
At year-end 2008, Newfield's reserves had grown to 492 mmboe (2.95
Tcfe), of which 62% was proven developed and approximately 72%
natural gas.
NEWFIELD EXPLORATION: Moody's Puts 'Ba3' Rating on $650 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Newfield
Exploration's pending $650 million 10-year senior subordinated
note offering and affirmed its existing Ba2 Corporate Family
Rating, Ba2 Probability of Default Rating, and Ba3 senior
subordinated note ratings. The existing Ba1 rating for NFX's
remaining senior unsecured note issue was also affirmed and will
be withdrawn upon completion of NFX's tender for those bonds. The
Loss Given Default metrics on the senior subordinated notes were
moved to Ba3 (LGD 4; 67%) from Ba3 (LGD 5; 78%) senior
subordinated note ratings.
NFX was also placed under review for upgrade, pending review of
its 2009 10-K supplemental oil and gas disclosures, first quarter
2010 production momentum and outlook, the 2010 capital spending
plan relative to expected cash flow, and affirmation that leverage
on production, proven developed reserves and on total proven
reserves will continue to decline. Moody's leverage on total
proven reserves metric adds all forward FAS 69 capital spending to
total debt. With the sector's year-end 2009 transition to new SEC
oil and gas reserve estimation procedures, Moody's will assess the
cost effectiveness of all oil and natural gas producers' reserve
and production replacement efforts under both the prior and the
new SEC guidelines.
"The move to a formal review for upgrade reflects NFX's expected
declining leverage on production and continuing steady success in
building a larger, diversified more durable property and
production base at full-cycle costs reasonably compatible with
prior and expected realized prices", said senior analyst Andrew
Oram. "The potential for an upgrade also reflects a view that
NFX's financial policies and the quality of its property base are
likely to capable of supporting its moderate growth strategy at
leverage levels adequately compatible with a Ba1 Corporate Family
Rating".
Note proceeds would fund a tender for NFX's remaining senior
unsecured note issue (approximately $184.75 million including
tender price and costs), the pending $217 million acquisition of
TXCO Resources' Eagle Ford and Pearsall Shale properties in
southwest Texas, and the remainder used to repay borrowings under
its senior unsecured bank lines. At January 15, 2010, NFX had
borrowed a combined $377 million under its $1.25 billion bank
revolver and $120 million uncommitted money market line.
Although NFX's strategic transformation away from an initial focus
on short-lived but fast payback offshore Gulf of Mexico reserves
to onshore longer-lived unconventional natural gas shale and oil
plays added considerable leverage and delayed its growth in scale,
its current portfolio has been supporting modest sequential
quarter production growth at acceptable costs. Its 2010 hedging
program will continue to support sound internal cash margin
coverage of sustaining capital spending and significant growth
capital spending. The lower geologic risk of NFX's onshore
property base also adequately supports its higher risk offshore
China and Malaysia exploration and development efforts.
Excluding acquisitions, NFX seeks to keep capital spending
approximately within cash flow. This would be important to the
outcome of the review for upgrade, as would a policy of funding
significant acquisitions with sufficient equity to continue
leverage reduction.
While debt leverage on daily production and proven developed (PD)
reserves remain sharply elevated from 2007 levels, this reflects
leveraging acquisitions of developed and undeveloped acreage that
now are the foundation for production growth. As the undeveloped
acreage responds to the application of drilling and development
capital spending, Moody's expect 2010 to continue the 2009 trend
of declining leverage on production.
Nevertheless, NFX will continue to face substantial front-end
capital outlays for the development of its unconventional onshore
U.S. acreage and its offshore China and Malaysia developments.
However, Moody's believe NFX is in a position to adequately
control the pace of its outlays on U.S. unconventional plays to
roughly within cash flow. NFX believes that its acreage
acquisitions have primary lease terms and renewal options longer
than the shorter primary lease terms often embedded within a
number of the sector's acreage acquisitions during the recent
years' unconventional gas shale acquisition boom.
NFX's core areas of operation include the Woodford Shale (where it
was the first mover), Granite Wash and an emerging Marcellus Shale
operation, each of which is natural gas focused. NFX has a
balancing substantial oil position in its Monument Butte and
recently acquired TXCO property plays.
Pro-forma for the note offering, NFX will have low or no
borrowings under its $1.25 billion unsecured revolver maturing
June 2012. It has very wide covenant headroom.
Moody's last rating action for NFX was May 5, 2008, at which time
Moody's assigned a Ba3 rating to its senior subordinated note
offering and affirmed the existing ratings and the stable outlook
at the time.
Newfield Exploration is headquartered in Houston, Texas. NFX is a
diversified medium sized independent exploration and production
firm with pro-forma daily average production of 121,400 Boe per
day. Its reserves are in the investment scale range and
production rates are in the high Ba rating range.
NEWFIELD EXPLORATION: S&P Assigns 'BB+' Rating on $650 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level and a
recovery rating to Newfield Exploration Co.'s proposed
$650 million senior subordinated notes due 2020.
The issue-level rating is 'BB+' (the same as the corporate credit
rating). At the same time, S&P assigned a recovery rating of '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.
"Our recovery analysis incorporates Newfield's plans to use the
proceeds from the proposed notes offering to repay outstanding
balances under its revolving credit facility, tender for its
senior unsecured notes due 2011 and to fund the acquisition of
certain assets of TXCO Resources Inc.," said Standard & Poor's
credit analyst Amy Eddy.
Newfield Exploration is a natural gas and crude oil exploration
and production company based in Houston. S&P's corporate credit
rating on Newfield is 'BB+', and the outlook is stable.
Ratings List
Newfield Exploration Co.
Corporate Credit Rating BB+/Stable/--
Ratings Assigned
Newfield Exploration Co.
$650 Mil. Sr Sub Notes Due 2020 BB+
Recovery Rating 3
ORBITZ WORLDWIDE: S&P Puts 'B' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Orbitz
Worldwide Inc., including the 'B' corporate credit rating, on
CreditWatch with positive implications.
S&P base the CreditWatch placement on two factors. Affiliates of
the Blackstone Group own about 54.9% (including Travelport's 47.5%
stake) of Orbitz's common stock. On Jan. 19, 2010, S&P placed the
'B-' issuer rating on Travelport on CreditWatch with positive
implications, due to its planned $2 billion IPO. Travelport will
use the proceeds to pay down debt. S&P indicated that a
successful IPO would likely result in an upgrade of more than one
notch. "In the past, S&P equalized the ratings on Orbitz and
Travelport due to the controlling stake that Blackstone affiliates
hold," said Standard & Poor's credit analyst Betsy R. Snyder. "In
addition, in the next few weeks, S&P expects Orbitz to add about
$100 million of equity through two transactions: a $50 million
exchange of debt for equity, and a $50 million contribution from
Travelport," she continued.
S&P will monitor the CreditWatch listing on Travelport, as well as
when and to what extent S&P raises the company ratings, to resolve
the Orbitz CreditWatch listing. S&P will also factor in the
company's improved financial profile from the additional equity
and debt reduction in S&P's resolution.
OVERSTOCK.COM INC: Expects to Report First Annual Profit
--------------------------------------------------------
An article posted on The New York Observer late on January 12,
2010 stated that Patrick Byrne, Chief Executive Officer of
Overstock.com, Inc., had stated "at deadline that the company is
about to report its first annual profit."
On November 3, 2009, during the Company's regularly scheduled
third quarter 2009 conference call Mr. Byrne had stated, in
response to a question, "I do think that after the fourth quarter
we should have a GAAP profitable year."
Overstock.com says Mr. Byrne's January 12 statement may be viewed
as an update of his November 3 statement.
Overstock.com says it has not yet completed its financial
statements for the year ended December 31, 2009. The Company
intends to issue a press release containing financial results for
the year ended December 31, 2009 when they are available.
In December, Overstock.com's Audit Committee engaged KPMG as the
company's independent registered public accounting firm of record
for the fiscal year ending December 31, 2009. KPMG is to conduct
an integrated audit of the company's 2009 financial statements,
including review of the company's quarterly information for the
periods ending March 31, 2009, June 30, 2009, and September 30,
2009.
Overstock.com's Audit Committee dismissed Grant Thornton, its
previous auditors, in November when Grant Thornton advised the
company that they had revised their position on how the company
should have recorded a $785,000 asset in 2008, and, that as a
result of this revised accounting position, Grant Thornton would
be unable to complete their review of the company's Q3 2009
financial statements unless the company amended its previous 2009
quarterly filings and restated 2008 financial results.
Overstock.com is required by The NASDAQ Stock Market to file its
Form 10-Q for the period ended September 30, 2009 by May 17, 2010,
to regain compliance with NASDAQ's listing rules. NASDAQ had
notified Overstock.com that the company violated NASDAQ Listing
Rules when the company filed an unreviewed Quarterly Report on
Form 10-Q for the period ended September 30, 2009 that did not
contain the certifications required under sections 302 and 906 of
the Sarbanes-Oxley Act of 2002.
If Overstock.com does not file a compliant Form 10-Q for the
period ended September 30, 2009 by May 17, 2010, NASDAQ has said
that it will provide the company with written notification that
the company's securities will be delisted. At such time,
Overstock.com will have the opportunity to appeal that decision to
the NASDAQ Hearings Panel.
Also in December, Overstock.com signed a financing agreement with
U.S. Bank N.A. to provide a revolving line-of-credit financing
facility of up to $20 million. The facility terminates October 2,
2011. The applicable interest rate for borrowings to support
working capital needs is 250 basis points above LIBOR and 100
basis points above LIBOR for cash collateralized letters of
credit.
The Company terminated its credit facility with Wells Fargo Bank,
National Association, subject to provisions relating to
outstanding letters of credit issued by Wells Fargo for the
account of the Company and other transitional provisions. The
Company had previously terminated its Amended and Restated Loan
and Security Agreement dated January 6, 2009, with Wells Fargo
Retail Finance, LLC.
About Overstock.com
Salt Lake City, Utah-based Overstock.com, Inc. (NASDAQ: OSTK) --
http://www.overstock.com/-- is an online retailer offering brand-
name merchandise at discount prices. The company offers its
customers an opportunity to shop for bargains conveniently, while
offering its suppliers an alternative inventory distribution
channel.
As of September 30, 2009, the Company had $144,375,000 against
$147,471,000 in total liabilities, resulting in stockholders'
deficit of $3,801,000.
PALM INC: BlackRock Discloses 11.89% Equity Stake
-------------------------------------------------
BlackRock, Inc., discloses beneficial ownership of 19,923,822
shares or roughly 11.89% of the common stock of Palm Inc. as of
December 31, 2009.
Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways. Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store
At November 30, 2009, Palm had total assets of $1.32 billion in
total assets against total current liabilities of $848.1 million;
long-term debt of $388.0 million; non-current deferred revenues of
$235.7 million; non-current tax liabilities of $6.28 million;
Series B redeemable convertible preferred stock of $270.4 million;
Series C redeemable convertible preferred stock of $17.8 million;
resulting in stockholders' deficit of $439.3 million.
PANAMA CANAL RAILWAY: Moody's Cuts Rating on Senior Notes to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the Panama
Canal Railway Company's senior secured notes to Ba2 from Baa3.
The outlook on the notes has been revised to stable. This
concludes the ratings review that was initiated on October 19.
The downgrade considers the significant deterioration in the
project's financial performance in 2009, driven by a sharp drop in
the container volumes it transported. In light of the volatility
of cash flows inherent in the company's fundamental business model
and the degree of competition it faces, debt service coverage
levels are expected to remain commensurate with a mid-Ba category
rating for the near-to-medium term notwithstanding a moderate
improvement in financial performance projected for 2010. While
the company is likely at the trough of its business cycle, it has
relatively little flexibility should conditions unexpectedly
deteriorate further.
Container volumes fell by 39% and revenues by 31% in 2009, based
upon preliminary unaudited financial information. As a result,
debt service coverage dropped to 1.04x in 2009 from 1.8x the
previous year according to Moody's calculations. The decline in
volumes is a result of the global economic slowdown, which has
affected container shipping industry especially severely. This
has reportedly been exacerbated by the decision of some of the
railroad's customers to consolidate their shipments with those of
their competitors and send full ships through the canal rather
than utilizing the railroad.
While the number of loaded containers decreased by a somewhat
smaller 30% (by contrast, the number of empty containers decreased
by over 50%), container tonnage on the Panama Canal itself is
reported to have declined by just 16% in 2009. This discrepancy
may be partly attributable to a change in the Panama Canal's rate
structure whereby it began charging container vessels that were
less than 30% full at the unladen rate rather than the flat, fully
laden rate. This change may have had an impact on the economics
of the decision of shippers with partially laden vessels to use
the Canal or the railway for transhipment services by reducing or
even eliminating the price advantage provided by the railway
notwithstanding a 15% increase in the Canal's tariffs last may.
However, Moody's does not believe that a large number of shippers
were affected by this. To a certain degree, the discrepancy may
also indicate that the railway functions as somewhat more of a
congestion reliever to the Canal, serving a greater proportion of
marginal volumes than was previously evident. As a result, the
expansion of the Canal in 2014 (which should reduce congestion
significantly) could potentially represent a larger competitive
threat to the railway than initially anticipated.
The company currently forecasts that container volume will
increase to 240,000 in 2010 from 215,000 in 2009, an increase of
12%. As a result of this as well as a $2.6 million decrease in
debt service, coverage is projected to improve somewhat to 1.4x.
(Debt service varies somewhat from one year to the next due to
fluctuations in the amortization profile of the notes together
with the somewhat lumpy payments due on the company's other senior
secured obligations (primarily capital leases.)) However, this
remains less than 50% of the 2.9x in the company's initial base
case forecast.
Seemingly ample, the company's liquidity does not provide as much
flexibility as initially appears to be the case. Fulfilled with a
combination of cash and a letter of credit provided by the
company's sponsors and non-recourse to the company, the debt
service reserve is sized at 12 months principal and interest on
the notes. However, failure to maintain a fully funded debt
service reserve fund for a period of more than 60 days constitutes
an event of default and results in automatic and immediate
acceleration. In Moody's opinion, this appears to be structured
to encourage the sponsors to replenish any draws on the DSRF in
order to avoid an acceleration rather than to provide the company
with a meaningful source of additional liquidity. Though the
reserve is currently fully funded, Moody's note that it equals
just over eight months of total debt service including the
company's other obligations.
The company also has approximately $9.4 million in unrestricted
cash as well as a $6 million liquidity reserve funded with a
letter of credit, also recourse to the company's sponsors. It is
currently prevented from making distributions to its sponsors by
its restricted payments test, which requires that debt service
coverage be at least 1.2x. This may help explain why it recently
used $4 million to prepay some of its other debt obligations.
Though the company is required to segregate its monies into
various specific accounts, these accounts are not independently
administered and there is no cash flow waterfall. The company
also retains a relatively high degree of flexibility to incur
additional debt, particularly capital leases which are not subject
to any financial ratio based restrictions. While the transaction
benefits from some standard project financial bondholder
protections, it certain respects it constitutes a hybrid of
project and corporate financings.
The decline in 2009 followed significant growth in 2008, when
revenues increased by 63% on strong volume growth due to the
addition of a significant new customer (which left just six months
later) and increased volume from Maersk. Nevertheless, 2008
container volume of 350,000 was 9% below initial base case
forecasts and revenues were 19% below forecast. Maersk remains
the dominant customer, accounting for approximately 70-75% of
volumes shipped. Moody's notes that none of the shipper contracts
contain minimum annual guarantees.
The railroad has attempted to mitigate the financial impact of the
decline in revenues through a 25% staff cut along with other cost
reduction measures, which resulted in a $3 million decrease in
freight operating expenses through September relative to the same
period the previous year. With its bond financed capital
improvement program completed, capital expenditures are also
expected to decline significantly. The company has not reduced
rates and does not anticipate doing so. In fact, the average
revenue per container has actually increased by 10% due to a
decrease in the proportion of empty containers, which are priced
at about 50% of full containers.
The stable outlook considers Moody's view that 2009 likely
represented the trough of the company's business cycle and that
conditions will begin to improve in 2010. The timing and extent
of improvement remains subject to a high degree of uncertainty
however. The rating could be upgraded if the company is able to
achieve debt service coverages of at least 1.4x on a sustainable
basis. However, it is unlikely to return to investment grade
until after the expansion of the Panama Canal has been completed
and it successfully demonstrates that it is not negatively
affected by this. The rating could be downgraded further if the
company's does not attain coverage of at least 1.2x in 2010.
The last rating action on PCRC was on October 20, 2009, when the
Baa3 rating on the senior secured notes was placed under review
for possible downgrade.
PCRC's rating was assigned by evaluating factors believed to be
relevant to the credit profile of the issuer such as i) the
business risk and competitive position of the issuer versus others
within its industry or sector, ii) the capital structure and
financial risk of the issuer, and iii) the projected performance
of the issuer over the near to intermediate term. These
attributes were compared against other issuers both within and
outside of PCRC's core peer group and PCRC's rating is believed to
be comparable to ratings assigned to other issuers of similar
credit risk.
The Panama Canal Railway Company was incorporated on October 25,
1996 in the Cayman Islands in order to undertake a concession
granted by the Government of Panama (Ba1 government rating, A3
country ceiling) to construct, maintain and operate a freight and
passenger rail service. The 47-mile long railway parallels the
Panama Canal; hence it is the shortest land bridge connecting the
Pacific and Atlantic oceans. Ships docking at the Port of Balboa
on the Pacific Coast can use PCRC for drayage and transport
service to one of three ports on the Atlantic Coast for shipments
to ultimate destinations in the Caribbean, Central America and the
east coast of the United States or points beyond. The concession
expires in 2023 and is renewable for another 25 year period at the
option of the company. The company is owned 50% by Kansas City
Southern (rated B1), a publicly traded company, and 50% by Mi-
Jack, a private company that operates over 70 railroad intermodal
terminals in North America.
PERSIK PRODUCTIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Persik Productions, Inc.
fka Bob Yari Productions
10850 Wilshire Blvd., 6th Fl.
Los Angeles, CA 90024
Bankruptcy Case No.: 10-12122
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Barry Russell
Debtor's Counsel: Robert E. Opera, Esq.
660 Newport Center Dr., Ste 400
Newport Beach, CA 92660
Tel: (949) 720-4100
Email: pj@winthropcouchot.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb10-12122.pdf
The petition was signed by Dennis Steven Brown, chief financial
officer of the Company.
PERRY JOHNSON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Perry Johnson
17 Mountain Laurel
Trabuco Canyon, Ca 92679
Bankruptcy Case No.: 10-10704
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Debtor's Counsel: Faith A. Ford, Esq.
7100 Hayvenhurst Ave
Van Nuys, CA 91406
Tel: (818) 787-2888
Email: faithf@ffordlawgroup.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The petition was signed by Perry Johnson.
PETTERS GROUP: Chapter 7 Trustee Can Use PCI Cash until March 31
----------------------------------------------------------------
Douglas Kelley, the duly appointed Chapter 11 Trustee for the
Chapter 11 cases Petters Group Worldwide LLC, et al., consented
John R. Stoebner, the Chapter 7 Bankruptcy Trustee of PBE
Corporation fka Polaroid Corporation, to use certain cash
collateral in which PCI claims an interest.
The U.S. Bankruptcy Court for the District of Minnesota authorized
the Chapter 11 trustee to consent to the cash collateral use
until March 31, 2010.
Mr. Stoebner would use the cash collateral to perform his
statutory duties.
As adequate protection for any diminution in value of the lender's
collateral, the PBE Debtor will grant the PCI Debtors replacement
liens in certain assets.
Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters. The group is a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Petters formed the company in 1988.
Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC. Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 relief on October 11, 2008 (Bankr. D.
Minn. Lead Case No. 08-45257). James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.
As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198). Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.
PROTECTIVE PRODUCTS: Begins Internal Probe of CEO Patrick Caldwell
------------------------------------------------------------------
Benzinga, citing a press release posted in Globe Newswire, says
Protective Products of America Inc. said it is conducting an
internal investigation to its chief executive officer, R. Patrick
Caldwell, of certain allegations against him sought by the U.S.
government. Mr. Caldwell was one of 22 officials charged in a
criminal indictment with violating the Foreign Corrupt Practices
Act.
Mr. Caldwell is on administrative leave pending the outcome of his
internal investigation, report notes.
Brian Stafford, chairman of the company's board of directors, was
named executive chairman while Mr. Caldwell remains on
administrative leave, report says.
Headquartered in Sunrise, Florida, Protective Products of America,
Inc., formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/engages in the design,
manufacture and marketing of advanced products used to provide
ballistic protection for personnel and vehicles in the military
and law enforcement markets. The Company's product portfolio
includes concealable soft body armor products for law enforcement
and the Modular Tactical Vest, a ballistic system for military
personnel. PA produces and sells body armor to several branches
of the U.S. armed forces, federal agencies, and local and state
police forces.
The company and four of its affiliates filed for Chapter 11
protection on January 13, 2010 (Bankr. S.D. Fla. Lead Case No.
10-10711). Debi Evans Galler, Esq., and Jordi Guso, Esq.,
represent the Debtors in their restructuring efforts. The company
listed both assets and debts of between $10 million and
$50 million.
PROTECTION ONE: Taps JPMorgan to Explore Options; May Sell Biz
--------------------------------------------------------------
Protection One, Inc., is commencing a process to explore and
evaluate strategic alternatives, including a possible sale of the
Company, to maximize shareholder value. Protection One has
engaged J. P. Morgan to advise the Company's Board of Directors in
this process.
The Company noted that there can be no assurance that this review
of strategic alternatives will result in Protection One pursuing
any transaction, or that any transaction pursued by the Company
will be completed. Protection One does not anticipate making any
further public comment regarding its process until and unless a
definitive agreement on a transaction is reached, and no assurance
can be given that such an agreement will be entered into.
About Protection One
Protection One, Inc., is principally engaged in the business of
providing security alarm monitoring services, including sales,
installation and related servicing of security alarm systems for
residential and business customers. The Company also provides
monitoring and support services to independent security alarm
dealers on a wholesale basis. Affiliates of Quadrangle Group LLC
and Monarch Alternative Capital LP own roughly 70% of the
Company's common stock.
At September 30, 2009, the Company had total assets of
$628,119,000 against total liabilities of $711,392,000, resulting
in stockholders' deficiency of $83,273,000.
PROTECTIVE PRODUCTS: Names New Acting Chief Executive Officer
-------------------------------------------------------------
Protective Products of America, Inc, disclosed an internal
investigation into certain allegations against its Chief Executive
Officer, R. Patrick Caldwell, being brought by the U.S.
government. Mr. Caldwell was one of 22 executives and employees
of different companies in the military and law enforcement
products industry charged in a criminal indictment with violating
the Foreign Corrupt Practices Act. The Company noted that no
charges have been filed against PPA, and Mr. Caldwell is the only
present employee of PPA to be implicated in the investigation. An
internal investigation regarding the allegations has been
commenced by the Company's Audit Committee, which is comprised
solely of independent directors.
Pending the outcome of its internal investigation, Mr. Caldwell
will be on administrative leave from his position as Chief
Executive Officer and as a member of the Board of Directors.
PPA's Chief Operating Officer, Neil Schwartzman, will also assume
the position of Acting Chief Executive Officer, effective
immediately. Mr. Schwartzman joined PPA in April 2007. Prior to
that date, he held management positions at The Sports Authority,
Sunglass Hut International, and The GEO Group Inc., the latter a
world leader in privatized correctional and detention management
facilities. In addition, Brian Stafford, Chairman of PPA's Board
of Directors, has been named Executive Chairman, and will work
closely with Mr. Schwartzman on key management matters while Mr.
Caldwell remains on administrative leave.
On January 13, 2010, PPA and each of its four subsidiaries filed a
voluntary petition for Chapter 11 reorganization and obtained
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to sell substantially all of its assets and businesses
free and clear of liens and claims as a going concern. Under the
terms of the asset purchase agreement which has been approved by
the Court, the transaction is subject to a higher and better offer
by another bidder in approximately 30 days.
PPA believes that the case brought against Mr. Caldwell by the
U.S. government will not impact its restructuring efforts or
ongoing business operations. "We expect operations to continue as
usual and we remain focused on completing a successful
restructuring through the Chapter 11 process," said Mr. Stafford.
About Protective Products
Protective Products of America, Inc. formerly known as Ceramic
Protection Corporation, is headquartered in Sunrise, Florida. The
Company, together with its subsidiaries, is engaged in the design,
manufacture and marketing of advanced products used to provide
ballistic protection for personnel and vehicles in the military
and law enforcement markets. The Company's product portfolio
includes concealable soft body armor products for law enforcement
and the Modular Tactical Vest ("MTV"), a ballistic system for
military personnel. P PA produces and sells body armor to several
branches of the U.S. armed forces, federal agencies, and local and
state police forces.
QUEBECOR WORLD: Trust Seeks to Recover $390MM in Preferences
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that in the last two
weeks, Quebecor World (USA) Inc.'s creditors' trust sued 1,700
creditors to recover $390 million in alleged preferences paid in
the 90 days before the Chapter 11 filing. The lawyers for the
trust told Bloomberg News that the amount could be reduced to $225
million when defendants are given allowances for defenses such as
new credit advanced after receiving the preferential payments.
With bankruptcy law providing a two-year window after the initial
bankruptcy filing to commence preference actions, the suits were
filed when Quebecor had already completed its reorganization.
Earlier this month, the trustee for the Propex Inc. creditors'
trust sued hundreds of creditors to recover $53 million in
preferences.
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media. It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia. In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.
Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The Chapter 15
case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.
QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008. The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.
The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case. Ernst & Young Inc. was appointed as
Monitor.
Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.
QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.
As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.
On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.
On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code. Quebecor World has said it will emerge
from bankruptcy as a reorganized new company to be called "Novink
Corp."
QWEST COMMUNICATIONS: Announces Tax Treatment for 2009 Dividends
----------------------------------------------------------------
Qwest Communications International Inc. on Wednesday announced the
expected tax treatment for its 2009 dividends. During 2009, Qwest
paid quarterly dividends on its common stock that amounted to
$0.32 per share. For United States federal income tax-reporting
purposes, the company will report the 2009 dividends as ordinary
income.
The Company, however, cautioned that while the information
includes general statements about the tax classification of
dividends paid on Qwest common stock, these statements do not
constitute tax advice. The taxation of corporate distributions
can be complex and stockholders are encouraged to consult their
tax advisers to determine what impact the information may have on
their specific tax situation.
The common stock dividend of $0.08 that was announced on Dec. 17,
2009, with a record date of Feb. 19, 2010, and a payable date of
March 12, 2010, will be reported for income tax purposes in 2011.
The company will not be able to calculate the tax classification
of dividends paid in 2010 until 2011.
Qwest will announce its fourth quarter and full-year 2009
financial and operational highlights on February 16, 2010, at 7
a.m. EST. Qwest management will host a conference call at 9 a.m.
EST on the same day to discuss the company's perspective on the
results and answer questions.
The live interactive call may be accessed by dialing:
-- 888-747-3510 (U.S. Domestic)
-- 703-871-3085 (International)
-- Conference ID: 1424736
Participants are asked to dial in 10-15 minutes in advance to
facilitate an on-time start.
A replay will be available for approximately two weeks after the
call and may be accessed via:
-- 866-837-8032 (U.S. Domestic)
-- 703-925-2474 (International)
-- Access Code: 1424736
A live audio and replay of the webcast also will be available at:
http://www.qwest.com/about/investor/events/
About Qwest
Customers coast-to-coast turn to Qwest's (NYSE: Q) national fiber-
optic network and customer service to meet their communications
and entertainment needs. For residential customers, Qwest offers
a new generation of fiber-optic Internet service, high-speed
Internet solutions, as well as digital home phone, wireless
service available through Verizon Wireless and DIRECTV(R)
services. Qwest is also the choice of 95% of Fortune 500
companies, offering a full suite of network, data and voice
services for small businesses, large businesses, government
agencies and wholesale customers. Additionally, Qwest participates
in Networx, the largest communications services contract in the
world, and is recognized as a leader in the network services
market by leading technology industry analyst firms.
$2.168 Billion Debt Due 2010
Qwest has a significant amount of debt maturing in the next
several years, including $2.168 billion maturing in 2010,
$2.151 billion maturing in 2011 and $1.500 billion maturing in
2012. The $2.168 billion maturing in 2010 includes $1.265 billion
of 3.50% Convertible Senior Notes. Qwest expects to refinance
this convertible debt and debt issued by subsidiary Qwest Corp.
(including $500 million maturing in 2010, $825 million maturing in
2011 and $1.500 billion maturing in 2012).
Although Qwest's 3.50% Convertible Senior Notes have a stated
maturity of 2025, Qwest treats these notes as maturing in November
2010 because they contain put and call provisions that first apply
in November 2010. As such, Qwest is preparing for the possibility
that it will need $1.265 billion of cash in November 2010 to
repurchase the notes. Qwest has said its preparations may include
borrowing additional amounts in anticipation of these repurchases.
As of September 30, 2009, the Company had $20.225 million in total
assets against $21.256 million in total liabilities, resulting in
$1.031 billion in stockholders' deficit.
QWEST COMMUNICATIONS: Completes Offering of $800MM of 7.125% Notes
------------------------------------------------------------------
Qwest Communications International Inc. on January 12, 2010,
completed an offering of $800 million aggregate principal amount
of 7.125% Notes due 2018 in a private placement conducted pursuant
to Rule 144A under the Securities Act of 1933, as amended. The
notes are guaranteed on a senior unsecured basis by Qwest Services
Corporation and Qwest Capital Funding, Inc., which are wholly
owned subsidiaries of Qwest.
The notes were issued under an indenture dated as of February 5,
2004, among Qwest, the Guarantors and The Bank of New York Trust
Company, N.A. (as successor in interest to J.P. Morgan Trust
Company, National Association), as trustee, as amended and
supplemented by a first supplemental indenture dated as of
June 17, 2005, a second supplemental indenture dated as of
June 23, 2005, a third supplemental indenture dated as of
September 17, 2009, and a fourth supplemental indenture dated as
of January 12, 2010, each among Qwest, the Guarantors, and U.S.
Bank National Association.
The notes bear interest at a rate of 7.125% per annum and were
priced at 98.44% of par. Qwest will pay interest on the notes on
April 1 and October 1 of each year commencing on October 1, 2010,
and the notes will mature on April 1, 2018. Qwest has the option
to redeem all or a portion of the notes at any time at the
redemption prices specified in the fourth supplemental indenture.
The notes are senior unsecured obligations of Qwest and rank
equally in right of payment with all other unsubordinated
indebtedness of Qwest.
On January 6, 2010, Qwest updated its full-year guidance for 2009.
Qwest expects that its full-year EBITDA will be near the upper end
of its guidance of $4.25 billion to $4.4 billion. Qwest also
expects that its full-year adjusted free cash flow will exceed the
upper end of its guidance of $1.6 billion to $1.7 billion.
Finally, Qwest continues to expect that full-year capital
expenditures will be $1.6 billion or less.
Qwest also noted that, following its recent decisions to terminate
future management employee pension accruals effective January 1,
2010 and to eliminate certain retiree death benefits effective
March 1, 2010, it expects reported pension expense in 2010 to be
below 2009 levels.
In December 2009, Qwest entered into a Credit Agreement among
Qwest, its wholly owned subsidiary, Qwest Services Corporation,
the Lenders party thereto from time to time, and Wachovia Bank,
National Association, as Administrative Agent and Issuing Lender.
The agreement makes available to Qwest $1.035 billion, is
currently undrawn and expires in September 2013. If drawn,
proceeds would be used to provide liquidity for general corporate
purposes, including working capital, capital expenditures and debt
refinancing. Any amounts drawn on the agreement are guaranteed by
QSC and secured by a senior lien on the stock of Qwest's wholly
owned subsidiary, Qwest Corporation. The agreement replaces a
pre-existing, $945 million credit agreement that would have
expired in October 2010.
Wells Fargo Securities, LLC; and J.P. Morgan Securities Inc.,
serve as Joint Lead Arrangers under the new facility. The Joint
Bookrunners are Wells Fargo Securities, LLC; J.P. Morgan
Securities Inc.; Banc of America Securities LLC; Deutsche Bank
Securities Inc.; Citigroup Global Markets Inc.; Barclays Capital;
and Morgan Stanley & Co. Incorporated. JPMorgan Chase Bank,
National Association serves as Syndication Agent. Bank of
America, N.A.; Citibank, N.A.; and Deutsche Bank Trust Company
Americas serve as Documentation Agents.
Qwest has a significant amount of debt maturing in the next
several years, including $2.168 billion maturing in 2010,
$2.151 billion maturing in 2011 and $1.500 billion maturing in
2012. The $2.168 billion maturing in 2010 includes $1.265 billion
of 3.50% Convertible Senior Notes. Qwest expects to refinance
this convertible debt and debt issued by subsidiary Qwest Corp.
(including $500 million maturing in 2010, $825 million maturing in
2011 and $1.500 billion maturing in 2012).
Although Qwest's 3.50% Convertible Senior Notes have a stated
maturity of 2025, Qwest treats these notes as maturing in November
2010 because they contain put and call provisions that first apply
in November 2010. As such, Qwest is preparing for the possibility
that it will need $1.265 billion of cash in November 2010 to
repurchase the notes. Qwest has said its preparations may include
borrowing additional amounts in anticipation of these repurchases.
About Qwest
Customers coast-to-coast turn to Qwest's (NYSE: Q) national fiber-
optic network and customer service to meet their communications
and entertainment needs. For residential customers, Qwest offers
a new generation of fiber-optic Internet service, high-speed
Internet solutions, as well as digital home phone, wireless
service available through Verizon Wireless and DIRECTV(R)
services. Qwest is also the choice of 95% of Fortune 500
companies, offering a full suite of network, data and voice
services for small businesses, large businesses, government
agencies and wholesale customers. Additionally, Qwest participates
in Networx, the largest communications services contract in the
world, and is recognized as a leader in the network services
market by leading technology industry analyst firms.
As of September 30, 2009, the Company had $20.225 million in total
assets against $21.256 million in total liabilities, resulting in
$1.031 billion in stockholders' deficit.
RAVINE ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ravine Road, L.P.
17 Ravine Road
Frazer, PA 19355
Bankruptcy Case No.: 10-10423
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Bruce I. Fox
Debtor's Counsel: Michael H. Kaliner, Esq.
Jackson,Cook,Caracappa & Bloom
312 Oxford Valley Road
Fairless Hills, PA 19030
Tel: (215) 946-4342
Email: michaelkaliner@7trustee.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Joseph D'Ascenzo.
READER'S DIGEST: Has Intent to Assume Pacts With Disney
-------------------------------------------------------
Michael Canning, Esq., at Arnold & Porter LLP, in New York,
pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy
Procedure, discloses that his firm represents Disney Licensed
Publishing and Disney Press, each an imprint of Disney Book Group
LLC, Walt Disney Music Company, and certain other affiliates and
subsidiaries of The Walt Disney Company, Williams Lea, Inc., and
World Color USA Corp., formerly known as Quebecor World (USA)
Inc., and certain of its affiliated entities in the Debtors'
bankruptcy cases.
Mr. Canning relates that Arnold & Porter has represented Disney
for many years in a variety of matters, as has Lisa Hill Fenning,
Esq., also at Arnold & Porter, at her prior firm Dewey & LeBoeuf
LLP.
Specifically, Ms. Fenning represented Disney in connection with
the Reader's Digest matter while she was at Dewey & LeBoeuf, but,
as a long-term customer of the Debtors, who print books and music
for Disney under various license agreements rather than a creditor
per se, Disney did not previously have a reason to make an
appearance or file a claim in the bankruptcy cases, Mr. Canning
says. However, he notes, as part of the plan process, the Debtors
have recently stated their intention to assume their contracts
with Disney, and Disney disputes certain cure amounts proposed by
the Debtors.
Arnold & Porter has represented Williams Lea and World Color for
many years in a variety of matters, Mr. Canning discloses.
Williams Lea is a creditor of one or more of the Debtors and filed
proofs of claim amounting to at least $21,582,391, with at least
$2,529,946 of the claim being asserted as entitled to
administrative status. World Color is a creditor of one or more
of the Debtors and filed proofs of claim amounting to least $
3,160,980, with at least $1,056,816 of the claim being asserted as
entitled to administrative status.
Mr. Canning asserts that nothing in the statement is intended to
prejudice the rights of Disney, Williams Lea or World Color to
assert additional claims, or claims exceeding the disclosed
amounts, against any of the Debtors. Arnold & Porter does not
believe that any actual or potential conflict exists with respect
to its representation of each of Disney, Williams Lea and World
Color in the cases.
About The Reader's Digest Association
RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content. With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries. It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year. Its global headquarters are in Pleasantville, N.Y.
Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.
Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire
& Co, LLC, is financial advisor. AlixPartners, LLC, is
restructuring consultant. Kurtzman Carson Consultants is notice
and claims agent.
The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.
Bankruptcy Creditors' Service, Inc., publishes Reader's Digest
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Reader's Digest and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
REGAL ENTERTAINMENT: Board Approves Cash Bonuses, Hikes Exec Pay
----------------------------------------------------------------
Pursuant to the Annual Executive Incentive Program of Regal
Entertainment Group and based upon the attainment of performance
targets previously established by the Compensation Committee of
the Board of Directors of the Company under the Incentive Program,
on January 13, 2010, the Company approved annual cash bonus awards
for these officers:
Name and Principal Positions Cash Bonus
---------------------------- ----------
Michael L. Campbell,
Executive Chairman of the Board $920,000
Amy E. Miles, CEO
(Principal Executive Officer) $747,500
Gregory W. Dunn, President
and Chief Operating Officer $549,125
David H. Ownby, EVP and CFO
(Principal Financial Officer) $301,875
Peter B. Brandow, EVP,
General Counsel and Secretary $288,938
Based on its review of the Company's performance, on January 13,
2010, the Committee recommended, and the Company's Board of
Directors approved, to increase base salaries for these executive
officers for fiscal 2010:
Name and Principal Positions Fiscal 2010 Salary
---------------------------- ------------------
Michael L. Campbell, Executive
Chairman of the Board $800,000
Amy E. Miles, CEO
(Principal Executive Officer) $750,000
Gregory W. Dunn, President and
Chief Operating Officer $495,000
David H. Ownby, EVP and CFO
(Principal Financial Officer) $385,000
Peter B. Brandow, EVP,
General Counsel and Secretary $370,000
About Regal Entertainment Group
Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009. REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.
REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location. REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.
REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.
As of October 1, 2009, the Company had total assets $2.512 billion
against total liabilities of $2.771 billion. As of October 1,
2009, the Company had stockholders' deficit attributable to REG of
$257.9 million.
* * *
As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.
On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.
On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes. The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.
REGAL ENTERTAINMENT: Inks Employment Deal with Peter Brandow
------------------------------------------------------------
Regal Entertainment Group reports that on January 13, 2010, upon
recommendation of the Compensation Committee of the Board of
Directors of the Company and approval of the Board, the Company
entered into an employment agreement with Peter B. Brandow, its
Executive Vice President, General Counsel and Secretary.
The agreement has an initial term of three years, unless earlier
terminated, and provides for an automatic extension of one year,
so that the remaining term of Mr. Brandow's employment will be
three years. The employment agreement also provides for severance
payments if Regal terminates Mr. Brandow's employment, or Mr.
Brandow resigns for good reason, within three months prior to, or
within one year after, a change in control of the Company equal
to: (i) the actual bonus, pro-rated to the date of termination,
that Mr. Brandow would have received in respect of the fiscal year
in which the termination occurs; (ii) two times Mr. Brandow's
annual salary plus one and one-half times his target bonus; and
(iii) health and life insurance benefits for 30 months.
Under the employment agreement, "good reason" is defined as one or
more of these conditions arising without the consent of Mr.
Brandow and which has not been remedied by the Company within 30
days after receipt of written notice thereof given by Mr. Brandow
(i) a material reduction in Mr. Brandow's base salary or the
establishment of or any amendment to the annual cash bonus plan
which would materially impair the ability of Mr. Brandow to
receive the target bonus (other than the establishment of
reasonable EBITDA or other reasonable performance targets to be
set annually in good faith by the board), (ii) a material
diminution of Mr. Brandow's titles, offices, positions or
authority, excluding for this purpose an action not taken in bad
faith; or the assignment to Mr. Brandow of any duties inconsistent
with Mr. Brandow's position (including status or reporting
requirements), authority, or material responsibilities, or the
removal of Mr. Brandow's authority or material responsibilities,
excluding for this purpose an action not taken in bad faith, (iii)
a transfer of Mr. Brandow's primary workplace by more than 50
miles from the current workplace, (iv) a material breach of the
employment agreement by the Company, or (v) Mr. Brandow no longer
serving in the position for which the employment agreement
relates.
Under the employment agreement, "change of control" is defined as
both (1) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended), other than certain
entities controlled by Philip F. Anschutz, of 20% or more of the
combined voting power of the then-outstanding voting securities of
the Company and (2) the beneficial ownership of such individual,
entity or group of more than 20% of the voting power of the
Company exceeds the beneficial ownership of such entities
controlled by Mr. Anschutz.
Regal also provides for severance payments if Regal terminates Mr.
Brandow's employment without cause or if Mr. Brandow terminates
his employment for good reason if Mr. Brandow provides written
notification to the Company of the existence of a condition
constituting good reason within 90 days of the initial existence
of such condition and the resignation occurs within two years of
such existence date. The severance payments would be equal to two
times Mr. Brandow's base annual salary plus one times Mr.
Brandow's target cash bonus. Mr. Brandow is also entitled to
receive, pro-rated to the date of termination, any bonus he would
have received for that year as well as health and life insurance
benefits for 24 months from the date of the termination of his
employment.
Under the employment agreement, "cause" is defined as (i) any
willful breach of any material written policy of the Company that
results in material and demonstrable liability or loss to the
Company; (ii) Mr. Brandow engaging in conduct involving moral
turpitude that causes material and demonstrable injury, monetarily
or otherwise, to the Company, including, but not limited to,
misappropriation or conversion of assets of the Company (other
than immaterial assets); (iii) conviction of or entry of a plea of
nolo contendere to a felony; or (iv) a material breach of the
employment agreement by engaging in action in violation of the
restrictive covenants in the employment agreement.
For purposes of defining "cause" under the employment agreement,
no act or failure to act by Mr. Brandow shall be deemed "willful"
if done, or omitted to be done, by him in good faith and with the
reasonable belief that his action or omission was in the best
interest of the Company.
Under Mr. Brandow's employment agreement, annual executive
incentive awards will be paid in accordance with the Company's
annual executive incentive program, as described in the Company's
2009 Proxy Statement, filed with the Securities and Exchange
Commission on April 17, 2009. Mr. Brandow will also be eligible
to receive annual equity awards under the Company's 2002 Stock
Incentive Plan, as described in the Company's Proxy Statement.
Mr. Brandow's employment agreement contains standard provisions
for non-competition and non-solicitation of the Company's
employees (other than Mr. Brandow's secretary or other
administrative employee who worked directly for him or her) that
become effective as of the date of Mr. Brandow's termination of
employment and that continue for one year thereafter. Mr. Brandow
is also subject to a permanent covenant to maintain
confidentiality of the Company's confidential information.
About Regal Entertainment Group
Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009. REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.
REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location. REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.
REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.
As of October 1, 2009, the Company had total assets $2.512 billion
against total liabilities of $2.771 billion. As of October 1,
2009, the Company had stockholders' deficit attributable to REG of
$257.9 million.
* * *
As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.
On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.
On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes. The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.
RICARDO JIMENEZ: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ricardo Jimenez
15816 South 22nd Street
Phoenix, AZ 85048
Bankruptcy Case No.: 10-01421
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Redfield T. Baum Sr.
Debtor's Counsel: Allan D. Newdelman, Esq.
80 E. Columbus Ave.
Phoenix, AZ 85012
Tel: (602) 264-4550
Fax: (602) 277-0144
Email: anewdelman@qwestoffice.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Mr. Jimenez.
ROTHSTEIN ROSENFELDT: Fisher to Conduct Auction on January 23
-------------------------------------------------------------
Fisher Auction Co., Inc. has been engaged by the U.S. Bankruptcy
Trustee, Herbert Stettin, to conduct an auction scheduled for
January 23 of the contents of the former law offices of Scott
Rothstein -- Rothstein Rosenfeldt Adler PA.
Mr. Rothstein is now in custody on a variety of federal charges.
Auction will take place at AMC Liquidators Showroom, 3705 West
Commercial Blvd., Tamarac, Florida. Registration will begin at 8
a.m. with auction to commence at 10 a.m.
Many items will be available for public preview on January 21 and
22 from 10 a.m. to 6 p.m. at the AMC Liquidators Showroom and pre-
registration will also be available during those days. According
to Lamar Fisher, President and CEO of Fisher Auction Co., Inc.
"Prospective bidders must have a $500 refundable cash deposit in
order to be a qualified bidder. All purchases on auction day are
payable in cash only. No checks, no credit cards."
Fisher continues "We expect this to be a very well attended
auction and are aware there is a lot of public curiosity. We have
a tremendous volume of items to move on auction day and must make
sure those who are serious bidders have the opportunity to bid. We
have security in place and have used a higher than typical deposit
to help insure that."
Everything from full office suites to computers, telephones,
conference room furniture, oriental carpets from all locations
will be available in addition to the contents of Mr. Rothstein's
personal suite of offices.
According to Fisher "Mr. Rothstein was an obvious avid memorabilia
collector and we have everything from a University of Florida --
NCAA 2007 Final Four, Atlanta, GA. framed authentic cut from the
original floor of this game #1/1900 to an official art poster by
Charles Fazzino, Three dimensional artwork of the Yankee Stadium
-- 26th World Series -- imitation players cards with original
signatures of player #'s -- 11, 24, 20, 35, 2, 13, 42, 51, & 55 as
well as Coach Joe Torre -- #187/500, to an NFL football in a
plastic display case "1972 Perfect Season" signed by all players,
in addition to more varied and signed memorabilia."
Fisher continues "We also have a clock by Jaeger LeCoultre Atmos
Swiss made 3000, a David Oscarson LE Roller Ball Pen -- Celestial
Collection Azure Blue -- barrel reveals four phases of moon --
face of sun engraved into surface of cap -- no. 31 of 88, a
Tiffany & Co. blue stamp crystal decanter, a travel clock in
silver case -- signed Cartier -- Swiss made #582500GD2876, Frank
Muller, Geneve, N00898 -- Swiss made -- dual time desk clock and
much more, there is something for everyone here -- we expect to
see you on auction day."
On the Net: http://www.fisherauction.com/
Creditors of Rothstein Rosenfeldt Adler PA signed a petition
sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case
No. 09-34791). The petitioners include Bonnie Barnett, who says
she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800. The creditors alleged being owed
money invested in lawsuit settlements.
Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.
RUBICON US REIT: Files for Chapter 11 in Delaware
-------------------------------------------------
Rubicon US REIT Inc. and affiliates filed Chapter 11 petitions in
Delaware (Bankr. D. Del. Case No. 10-10160). The Chicago-based
real estate investment trust said that assets and debt exceed $100
million.
Bill Rochelle at Bloomberg News reports that Rubicon is in Chapter
11 more than a year after the bankruptcy of the Australian parent
Allco Finance Group.
Squire, Sanders & Dempsey L.L.P., has been retained as primary
counsel in the Chapter 11 case. Phillips, Goldman & Spence, P.A.,
has been retained as co-counsel.
RUBICON US REIT: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rubicon US REIT, Inc.
311 South Wacker Drive, Suite 1725
Chicago, IL 60606
Bankruptcy Case No.: 10-10160
Debtor-affiliate filing separate Chapter 11 petitions:
Entity Case No.
------ --------
Rubicon US REIT, Inc. 10-
Rubicon GSA II, LLC 10-
Rubicon GSA II Alameda, LLC 10-
Rubicon GSA II Baltimore, LLC 10-
Rubicon GSA II Beacon Station Miami, LLC 10-
Rubicon GSA II Boise BLM, LLC 10-
Rubicon GSA II Boise INS, LLC 10-
Rubicon GSA II Centennial Tacoma, LLC 10-
Rubicon GSA II Fresno, LLC 10-
Rubicon GSA II Kansas City, LLC 10-
Rubicon GSA II New Orleans, LLC 10-
Rubicon GSA II Richmond, LLC 10-
Rubicon GSA II Duncan Plaza 10-
Portland, LLC
Rubicon GSA II Santa Clara, LLC 10-
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Brendan Linehan Shannon
About the Business:
Debtors' Counsel: Stephen W. Spence, Esq.
Phillips, Goldman & Spence
1200 N. Broom Street
Wilmington, DE 19806
Tel: (302) 655-4200
Fax: (302) 655-4210
Email: sws@pgslaw.com
Debtors' Financial Advisor: Grant Thornton LLP ("GT")
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
30 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/deb10-10160.pdf
Debtor's List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington Trust Company, Unsecured bonds Unknown
Trustee for Global Note
1100 North Market Street
Wilmington, DE 19890-0001
J.E. Dunn Construction Service $7,076
Company
A&A Maintenance Service $6,574
Enterprise, Inc.
Walter E. Nelson Co. Service $5,287
Hayward Water System Service $4,312
CB Richard Ellis, Inc. Service $4,165
CBRE Technical Services, Service $3,177
LLC
CB Richard Ellis, Inc. Service $2,403
Hayward Water System Service $1,988
WSA Service $1,659
CB Richard Ellis, Inc. Service $1,437
Loma Cleaning Service Service $1,419
Waxie Sanitary Supply Service $1,070
Allied Waste Services Service $1,053
Miami Dade Water & Sewer Service $934
Buena Vista Landscape Service $928
Sal Bolanos, Inc.
Tri Dim Filter Corp. Service $928
Waste Management of Service $921
Florida
Intermountain Gas Company Service $865
Power Exterminators, Inc. Service $825
Greentree, Inc. Service $790
Intermountain Gas Company Service $576
PC Maintenance, LLC Service $765
Baro Hardware II Service $556
CBRE Technical Services, Service $653
LLC
Buena Vista Landscape Service $650
Sal Bolanos, Inc.
Florida Power Electric Service $527
Corp.
Rutherford Janitor Supply Service $470
Corp.
Rutherford Janitor Supply Service $458
Corp.
State Insurance Fund Service $417
The petition was signed by Robert Saunders, the company's
president.
SEALY CORP: Posts $2.574 Million Net Income for Nov. 29 Quarter
---------------------------------------------------------------
Sealy Corporation reported net income of $2.574 million for the
fourth quarter ended November 29, 2009, from a net loss of
$41.420 million for the same period ended November 30, 2008.
Net sales were $332.060 million for the fourth quarter ended
November 29, 2009, from $325.756 million for the year ago period
ended November 30, 2008. Net sales increased 1.9% compared to the
same prior year period, based principally upon U.S. wholesale
bedding sales growth of 7.3%.
Earnings per share in the fourth quarter 2009 were $0.02 per
diluted share, compared to a loss of $0.45 per diluted share in
the prior year quarter. The corresponding share counts for 2009
fourth quarter EPS and 2008 fourth quarter EPS were 278.4 million
and 91.8 million, respectively.
Adjusted EBITDA for the fourth fiscal quarter increased to
$37.0 million from $21.1 million, while Adjusted EBITDA margin
increased 465 basis points to 11.1% compared to the same prior
year period.
Sealy reported net income of $13.485 million for the fiscal year
ended November 29, 2009, from a net loss of $3.803 million for the
same period ended November 30, 2008.
Net sales were $1.290 billion for the fiscal year ended
November 29, 2009, from $1.498 billion for the year ago period
ended November 30, 2008. Net Sales for the fiscal year decreased
13.9%.
"We are pleased with the results produced by our intense focus on
the aspects of our business that we can control, which are clearly
represented by the year-over-year improvements in the results that
we are reporting today. Our Q4 2009 sales results represent our
first year-over-year increase since Q4 2007. Our successful roll-
out of the new Stearns & Foster line reinforced our commitment to
developing innovative products and was an important driver in our
profitable market share gains and in strengthening our
partnerships with our retailers and suppliers. Our relentless
focus on permanently reducing our cost structure has aligned our
operations with current market conditions and our increased cash
flow has provided greater financial flexibility in making further
investments in the growth and efficiency of our business," stated
Larry Rogers, Sealy's President and Chief Executive Officer.
Total Adjusted EBITDA was $37.0 million for the fourth quarter of
fiscal 2009, or 11.1% of net sales, which represents an increase
of 465 basis points on a year-over-year basis.
Total Adjusted EBITDA was $167.7 million, or 13.0% of net sales,
compared to $166.9 million, or 11.1% of net sales, for the fiscal
year ended November 30, 2008.
At November 29, 2009, the Company had total assets of
$1.015 billion against total current liabilities of
$229.239 million; long-term obligations, net of current portion of
$833.766 million; other liabilities of $59.625 million; deferred
income tax liabilities of $832,000; resulting in shareholders'
deficit of $107.992 million.
During the year, the Company reduced its debt net of cash by
$40.8 million. As of November 29, 2009, the Company's debt net
of cash was $716.0 million, compared to $756.8 million as of
November 30, 2008. This also represents a decrease of
$33.6 million compared to the Company's debt net of cash as of
August 30, 2009, and a decrease of $44.9 million compared to
$760.9 million as of May 31, 2009. The Net Debt to Adjusted
EBITDA ratio excluding the 8.0% Payment In Kind Convertible Notes
was 3.20x as of November 29, 2009, as compared to 3.76x as of
August 30, 2009, and 4.03x as of May 31, 2009.
"With macro-economic, credit market and retail industry conditions
showing signs of recovery, our industry is generating more
examples of stabilization in demand and profitability. In this
environment, we believe our product innovation and operational
improvements have put the Company in a strong strategic position
to accelerate gains in profitable market share and drive
increasing value for our shareholders," added Mr. Rogers.
A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4dbe
About Sealy Corp.
Trinity, North Carolina-based Sealy Corporation (NYSE: ZZ) --
http://www.sealy.com/-- is the bedding industry's largest global
manufacturer with sales of $1.3 billion in fiscal 2009. The
Company manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets. Sealy is also a
leading supplier to the hospitality industry.
SENSIVIDA MEDICAL: Posts $365,000 Net Loss in November 30 Quarter
-----------------------------------------------------------------
Sensivida Medical Technologies, Inc., reported a net loss of
$365,078 on no revenue for the three months ended November 30,
2009, as compared to a net loss of $701,312 on no revenue for the
corresponding period in the previous fiscal period.
At November 30, 2009, the Company's consolidated balance sheet
showed $2,761,780 in total assets and $3,076,919 in total current
liabilities, resulting in a $315,139 shareholders' deficit.
A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?4dc3
Going Concern Doubt
"The Company has no revenues, incurred significant losses from
operations, has an accumulated deficit and a highly leveraged
position that raises substantial doubt about the Company's ability
to continue as a going concern."
About SensiVida Medical
Based in Henrietta, New York, SensiVida Mediacal Technologies,
Inc. f/k/a Mediscience Technology Corp. is engaged in the design
and development of medical diagnostic instruments that detect
cancer in vivo in humans by using light to excite the molecules
contained in tissue and measuring the differences in the resulting
natural fluorescence between cancerous and normal tissue.
Effective March 3, 2009, with the merger of SensiVida Medical
Systems, Inc. into the Company's wholly-owned subsidiary
BioScopix, Inc., the Company's technology will also focus on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.
SIGA TECHNOLOGIES: Two Directors Resign From Board
--------------------------------------------------
Dr. Mehmet C. Oz on January 12, 2010, resigned from the Board of
Directors of SIGA Technologies, Inc., effective as of such date.
Dr. Oz did not resign as a result of any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.
Dr. Adnan M. Mjalli on December 15, 2009, resigned from the Board,
effective as of such date. Dr. Mjalli did not resign as a result
of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
In December, SIGA closed its offering of 2,725,339 shares of
common stock to a select group of institutional investors at a
price of $7.35 per common share. Net proceeds to the company
after deducting the placement agent's fees and estimated offering
expenses were $18.6 million.
SIGA plans to use the net proceeds from the sale of the shares for
general corporate purposes, including development of the Company's
product candidates, the acquisition or in-license of technologies,
products or businesses, working capital and capital expenditures.
RBC Capital Markets served as lead placement agent and Cowen and
Company, LLC acted as co-agent.
About SIGA Technologies
Headquartered in New York, SIGA Technologies, Inc. (NASDAQ: SIGA)
-- http://www.siga.com/-- applies viral and bacterial genomics
and sophisticated computational modeling in the design and
development of novel products for the prevention and treatment of
serious infectious diseases, with an emphasis on products for
biological warfare defense.
As of September 30, 2009, the Company had $8,165,314 in total
assets against $19,659,383 in total liabilities, resulting in
$11,494,069 stockholders' deficit. The September 30 balance
sheet showed strained liquidity: The Company had $5,673,519 in
total current assets against $9,744,560 in total current
liabilities.
In its quarterly report for the September 30, 2009 period -- and
filed in November -- the Company said it has incurred cumulative
net losses and expects to incur additional losses to perform
further research and development activities. The Company does not
currently have any product approved for sale commercially and has
limited capital resources. Management's plans with regard to
these matters include seeking to obtain commercial contracts for
the manufacturing and delivery of the Company's lead drug product
ST-246(R), continued development of its products as well as
seeking additional research support funds and future financial
arrangements. Although management will continue to pursue these
plans, there is no assurance that the Company will be successful
in obtaining sufficient future financing on commercially
reasonable terms, that it will be awarded any supply contract, or
that the Company will be able to secure funding from anticipated
government contracts and grants. Management believes that its
existing cash balances combined with cash flows primarily from
proceeds from its investment commitment, continuing government
grants and contracts, and anticipated new government grants and
contracts, will be sufficient to support SIGA's operations beyond
the next 12 months, and that sufficient cash flows will be
available to meet the Company's business objectives during that
period. If the Company is unable to raise adequate capital or
achieve profitability, future operations beyond the next 12 months
will need to be scaled back or discontinued. Continuance of the
Company as a going concern beyond the next 12 months is dependent
upon, among other things, the success of the Company's research
and development programs, management's success in obtaining
commercial contracts, and the Company's ability to obtain adequate
financing.
SIX FLAGS: Files Lawsuit Against Parc for Contract Breach
---------------------------------------------------------
Six Flags Inc. and its units filed an adversary complaint against
Parc Management, LLC, and its subsidiaries Parc Operations, LLC;
Parc 7F- Operations Corporation; Parc Elitch Gardens, LLC; Parc
White Water Bay, LLC; Parc Frontier City, LLC; Parc Splashtown,
LLC; Parc Waterworld, LLC; and Parc Enchanted Parks, LLC, seeking
the turnover of estate property and damages and declaratory relief
pursuant to a prepetition unsecured promissory note.
The unsecured promissory note was entered on April 6, 2007, by
Parc Management's subsidiaries and the Debtors under which the
Parc subsidiaries agreed to pay the Debtors the principal sum of
$37,000,000, together with interest on the outstanding principal
balance over a period of ten years. The promissory note was
inked for a series of transactions in 2007 where a third-party
CNL Financial Group, Inc., and its affiliates purchased the parks
from the Debtors and leased each of those parks to one of Parc
Management's subsidiaries through sale and leaseback
transactions.
Pursuant to the terms of the note, Parc Management and its
subsidiaries entered into a working capital facility with
Suntrust Bank. In accordance with the Note, on April 15, 2008,
Parc Management, Parc Management's subsidiaries, the Debtors and
SunTrust Bank entered into a subordination and intercreditor
agreement, reflecting the terms of the subordination provision
contained in the Note.
According to Marcos A. Ramos, Esq., at Richards Layton & Finger,
P.A., in Wilmington, Delaware, since the Note's inception in
April 2007, two annual reductions and one equity event have
occurred. On January 30, 2009, the Debtors notified Parc
Management in writing that its subsidiaries were in default under
the Note and demanded immediate payment of $1,001,875.
As of January 8, 2010, four Reduction Events have occurred under
the Note:
Reduction Deferred
Date Reduction Event Amount Amount
---- --------------- ---------- --------
01/06/07 N/A N/A $9,999,999
01/01/08 Annual Reduction $1,000,000 $8,999,999
01/31/08 Equity Event $4,999,999 $4,000,000
01/01/09 Annual Reduction $1,000,000 $3,000,000
01/01/10 Annual Reduction $1,000,000 $2,000,000
The Debtors also note that Parc Management and its subsidiaries
have deferred payment of principal and interest on these dates:
Accrued
Date Principal Due Interest Due Deferred Amount
---- ------------- ------------ ---------------
05/01/07 0 $185,000 $185,000
06/01/07 0 $238,958 $423,958
07/01/07 0 $231,250 $655,208
08/01/07 0 $238,958 $894,166
09/01/07 0 $238,958 $1,133,125
10/01/07 0 $231,250 $1,364,375
12/01/07 0 $231,250 $1,834,583
01/01/08 $1,700,000 $238,958 $3,781,250
02/01/08 0 $220,625 $4,001,875
The Debtors also note that the Parc Entities have not paid the
additional $1,000,000 due under the Note as of January 1, 2010.
Mr. Ramos says the Parc Entities have advised the Debtors that
the Subsidiaries will not pay any future excess amounts when they
become due claiming that the Note only provides for a single
excess amount to be paid over the life of the Note.
Mr. Ramos asserts that the Debtors are entitled to seek recovery
of the entire Excess Amount pursuant to the express terms of the
Note, which provide that "[a]ny forbearance by Holder in
exercising any right or remedy under this Note will not be a
waiver of or preclude the exercise of any right or remedy."
Despite being advised of their obligation to pay the Excess
Amount and of their default under the Note, the Parc Management
Subsidiaries wrongfully refused to pay the Debtors the amount
they are owed, Mr. Ramos tells the Court. Instead, the Parc
Entities claim that they are not required to pay the Excess
Amount because the Deferred Amount of $4,000,000 was "added" to
the balloon payment on February 1, 2008, contending that the
payment of the Excess Amount would constitute a "prepayment" of
the balloon payment, which is not due until 2017."
In view of these, the Debtors specifically ask the Court:
(1) to compel Parc Management and its subsidiaries to turn
over an amount no less than $2,001,875 to the Debtors'
estates, plus statutory interest;
(2) to award the Debtors $2,001,875 in property damages plus
statutory interest;
(3) to award the Debtors damages in an amount to be determined
at trial, plus statutory interests, for breach of contract
and for Parc Managements' entities failure to pay
additional interest; and
(4) a declaratory judgment declaring the parties' rights under
the Note, which are:
(i) upon the occurrence of any Reduction Event, the Parc
Management Entities are immediately required to pay
the Debtors the amount by which the Accrued Deferred
Payments exceed the Deferred Amount as of the date of
the Reduction Event;
(ii) the Parc Management Entities are obligated to
immediately pay the Debtors $1,001,875 for the
excess the Accrued Deferred Payments has above the
Deferred Amounts, as a result of the Annual Reduction
in January 1, 2009;
(iii) the Parc Management Entities are obligated to
immediately pay the Debtors $1,000,000 for the
excess the Accrued Deferred Payments has above the
Deferred Amounts, as a result of the Annual Reduction
in January 1, 2010; and
(iv) the Intercreditor Agreement does not alter the Parc
Management Entities' payment obligations to the
Debtors pursuant to the Note.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Six Flags is scheduled to begin a contested confirmation hearing
on March 8 where it will seek approval of a Chapter 11
reorganization plan. Noteholders are offering an alternative
plan.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
SIX FLAGS: SFO Noteholders Group Has Rule 2019 Disclosure
---------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi ruled that he won't
require members of a group of operating company noteholders of Six
Flags Inc. to disclose details of their trading in company
securities.
The Creditors Committee was unsuccessful in its request to compel
the Informal Committee of SFO Noteholders to comply with Rule 2019
of the Federal Rules of Bankruptcy Procedure, by:
(a) requiring every member of the SFO Noteholders' Committee
to disclose the amount of each of their claims against the
Debtors, the dates the claims were acquired, the amounts
paid and the dates and circumstances of any subsequent
dispositions thereof; or
(b) bar their participation in these cases until disclosure
consistent with the Court's ruling on this Motion is
completed.
Lawyers of the SFO Noteholders have filed their Rule 2019
disclosure.
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, the law firms Akin Gump Strauss Hauer & Feld LLP and
Drinker Biddle & Reath LLP disclose that they represent these
entities in the Debtors' Chapter 11 Cases:
(A) The Informal Committee of SFO Noteholders
(B) The members of the Informal Committee:
* Avenue Capital Management
* Fidelity Management & Research Co., not in its individual
capacity but acting as Investment Manager with full
discretionary authority over the accounts of 19 other
entities
* Hayman Advisors, LP
* JP Morgan Investment Management Inc., not in its
individual capacity but acting as Investment Manager with
full discretionary authority over the accounts of nine
other entities
* Northeast Investors Trust
* Third Point LLC
* Whitebox Advisor LLC
(C) HSBC Bank, National Association, as the indenture trustee
Akin Gump and Drinker Biddle assure the Court neither they nor
any of their employees or members assert any claims against the
Debtors, or hold interests of the Debtors, except to the extent
to which Akin Gump and Drinker Biddle have claims for services
rendered in connection with their representation of the Informal
Committee and the Indenture Trustee.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Six Flags is scheduled to begin a contested confirmation hearing
on March 8 where it will seek approval of a Chapter 11
reorganization plan. Noteholders are offering an alternative
plan.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
SIX FLAGS: Unsecureds Appeal Noteholders Group Disclosure Ruling
----------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi ruled that he won't
require members of a group of operating company noteholders of Six
Flags Inc. to disclose details of their trading in company
securities.
As a result, the Official Committee of Unsecured Creditor is
taking an appeal from Judge Sontchi's January 11, 2010 decision
denying its Motion to compel the SFO Noteholders to comply with
Rule 2019 of the Federal Rules of Bankruptcy Procedure.
The Creditors Committee had asked the Bankruptcy Court to compel
the Informal Committee of SFO Noteholders to comply with Rule 2019
of the Federal Rules of Bankruptcy Procedure, by:
(a) requiring every member of the SFO Noteholders' Committee
to disclose the amount of each of their claims against the
Debtors, the dates the claims were acquired, the amounts
paid and the dates and circumstances of any subsequent
dispositions thereof; or
(b) bar their participation in these cases until disclosure
consistent with the Court's ruling on this Motion is
completed.
Judge Christopher S. Sontchi, upon consideration, review and
hearing of the facts, denied the motion.
Prior to the Order, the SFO Noteholders' Informal Committee
objected to the Committee's request, contending that the plain
language of Rule 2019 forecloses the relief requested because the
Informal Committee is not a "committee" within the meaning of the
Rule nor does it "represent" the interests of any creditors other
than its own members, nor is the Informal Committee governed by
any "instrument" that authorizes the Informal Committee to act on
behalf of any creditor, member or non-member alike.
Like the SFO Noteholders, the Debtors articulated their
opposition to the Creditors' Committee's Motion arguing that the
allegations contained in the Motion are baseless, and the
Debtors' Management's conduct throughout these cases have been
made in good faith. Additionally, the Debtors object to the
Motion because it improperly seeks to circumvent the Court's
rulings on discovery, and because the Motion levels entirely on
unfounded and untrue accusation against the Debtors' Management,
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.
in Wilmington, Delaware, said.
The Creditors' Committee, in its statement of issues for appeal,
asks whether the Bankruptcy Court erred, as a matter of fact and
law, in holding that the SFO Noteholders Committee is not acting
as an "entity or committee representing more than one creditor,"
within the meaning of Rule 2019(a). Further, the Creditors'
Committee asks if the Bankruptcy Court did not err in determining
that Rule 2019(a) does not apply to the SFO Noteholders
Committee.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Six Flags is scheduled to begin a contested confirmation hearing
on March 8 where it will seek approval of a Chapter 11
reorganization plan. Noteholders are offering an alternative
plan.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
SIMMONS BEDDINGS: Ares Management Complete Acquisition
------------------------------------------------------
Ares Management LLC and the Ontario Teachers' Pension Plan
(Teachers') disclosed the completion of their acquisition of
Simmons Bedding Company. As previously announced, the acquisition
was facilitated through a pre-packaged restructuring plan, which
was approved by the U.S. Bankruptcy Court in Wilmington, Delaware
two weeks ago.
With today's closing, the Simmons total debt obligations are now
approximately US$450 million, down from approximately
US$1.0 billion when the transaction was announced in September
2009. This reduction in the level of debt will further enhance
Simmons' ability to compete in the near- and long-term.
"With Simmons' new capital structure, the company is well-
positioned to further unlock value by growing the franchise,"
Bennett Rosenthal, Senior Partner at Ares Management LLC,
commented. "Simmons will now be better able to build upon its
strong ties with consumers and retailers by leveraging its
longstanding reputation for innovative products, superior customer
service, and leadership in the bedding industry."
"This process has confirmed our confidence in the strength of
Simmons' brand and its relationships with customers, as well as
the depth of its management team," said Erol Uzumeri, Senior Vice-
President, Teachers' Private Capital, the private investment
department of Teachers'. "Simmons is a resilient company that, in
fact, performed well in 2009 despite having to navigate both a
tough economy and its restructuring process. We look forward to
working with the company to create value in the business."
As was stated when the transaction was announced four months ago,
Ares Management and Teachers' will now own Simmons and control
Serta, through their ownership of National Bedding Company. Serta
and Simmons will operate as separate entities with their own
management teams.
The transaction was consummated after it received three favorable
decisions: by US and Canadian anti-trust regulators; by the
overwhelming acceptance of the plan by suppliers and noteholders;
and by the U.S. Bankruptcy Court.
"Today's closing marks a new beginning in the 140-year history of
Simmons Bedding. Our new partnership with Ares and Teachers' is
extremely complementary to our business style, will allow us to
aggressively invest in our brand, and will enhance our legacy of
innovation and excellence by bringing the most relevant products
and services to our customers," Stephen G. Fendrich, President and
Chief Operating Officer of Simmons Bedding Company commented. "We
look forward to working with our new owners to make Simmons an
even stronger leader in the bedding industry. Additionally, I am
extremely grateful to the people of Simmons for their focus and
dedication as well as to our customers and suppliers for their
tremendous support throughout this process."
About Ares Management
Ares Management -- http://www.aresmgmt.com/-- is an SEC-
registered investment adviser and alternative asset manager with
total committed capital under management of approximately
$33 billion as of September 30, 2009. With complementary pools of
capital in private equity, private debt and capital markets, Ares
Management has the ability to invest across all levels of a
company's capital structure -- from senior debt to common equity -
- in a variety of industries in a growing number of international
markets. The Ares Private Equity Group has a proven track record
of partnering with high quality, middle-market companies and
creating value with its flexible capital such as Serta. Other
notable current investments include General Nutrition Centers,
Inc., Hanger Orthopedic Group, Inc. and Maidenform Brands, Inc.
The firm is headquartered in Los Angeles with approximately 250
employees and professionals located across the United States and
Europe.
About Teachers' Private Capital
Teachers' Private Capital -- http://www.otpp.com/-- is one of the
world's largest private equity investors. It is the private
investment department of the Ontario Teachers' Pension Plan, the
largest single-profession pension plan in Canada. The Ontario
Teachers' Pension Plan is an independent corporation responsible
for investing the fund and administering the pensions of Ontario's
284,000 active and retired teachers.
About Simmons Bedding
Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company. All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries. Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.
The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Del. Case No. 09-14037). The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.
Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC, is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.
SMURFIT-STONE: 600+ Claims Change Hands in One Month
----------------------------------------------------
From December 4, 2009, to January 11, 2010, more than 600 claims
were transferred by various creditors of Smurfit-Stone Container
Corp. to various entities, including Fair Harbor Capital LLC,
Liquidity Solutions, Inc., Sierra Liquidity Fund LLC; United
States Debt Recovery LLC; Contrarian Funds LLC; The Seaport Group
LLC; and Blue Heron Micro Opportunities Fund LLP.
Among the claims transferred were the claims of:
Transferor Amount
---------- ------
Williams Timber, Inc. $9,319
Seal Ryt Corporation 6,264
Water One 1,100
TRI State Caring, Inc. 1,941
The Leroy Hanson Co., Inc. 1,723
Sinflex Paper Co., Inc. 1,235
Sierra International Machinery 1,073
Schaul's Signature Cuisine And Event 3,088
RC Sales and Manufacturing, Inc. 1,103
Progressive Crane Co. 3,159
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly 21,250
employees, 17,400 of which are based in the United States. For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SMURFIT-STONE: SG Has Intent to Purchase Preferred Stock
--------------------------------------------------------
Senator Global Opportunity Intermediate Fund L.P. and Senator
Global Opportunity Fund LP notify parties-in-interest of their
intention to acquire one or more shares of Smurfit-Stone
Container Corporation preferred stock.
Specifically the Senator Global Entities will acquire these
amounts of preferred stock shares:
Global Opportunity 365,000 shares
Global Intermediate 484,500 shares
Global Opportunity currently owns 358,817 shares while Global
Intermediate currently has 475,642 shares. After the Proposed
Transfers, Global Intermediate will have beneficial ownership of
960,142 shares while Global Opportunity will have beneficial
ownership of 724,317 shares.
In addition, the Senator Global Entities will acquire these
amounts of common stock shares, which will give them beneficial
ownership of the shares:
Global Opportunity 4,300,000 shares
Global Intermediate 5,700,000 shares
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly 21,250
employees, 17,400 of which are based in the United States. For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SMURFIT-STONE: Wins OK for Spencer Stuart as Search Consultant
--------------------------------------------------------------
Smurfit-Stone Container Corp. obtained approval from the
Bankruptcy Court to employ Spencer Stuart as their search
consultant, nunc pro tunc to October 2, 2009.
The Court approved the application after the Debtors certified
that there were no responses as of December 16, 2009.
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that since the unsecured creditors will be the
future owners of the reorganized Debtors, the Official Committee
of Unsecured Creditors and the Debtors have agreed to allow
certain Committee members to actively participate in identifying,
interviewing and selecting qualified candidates for the Board of
Directors of the reorganized Smurfit-Stone Container Corporation.
Spencer Stuart's services are necessary to help ensure that the
Reorganized Board is properly constituted with the most qualified
candidates, Mr. Conlan submits.
Spencer Stuart is one of the world's leading executive search
consulting films, providing services to top companies seeking
guidance and counsel on senior leadership needs. The Debtors
believe that Spencer Stuart is uniquely qualified to serve as
their search consultant with Spencer Stuart's extensive data bank
of successful executives, as well as its extensive research and
information processing capabilities.
As search consultant, Spencer Stuart will assist the Debtors and
the Committee in their search for seven independent directors to
serve on the Reorganized Board. Spencer Stuart's search process
will entail (i) assessing the Debtors' needs, (ii) developing a
tailored search blueprint in collaboration with the Debtors and
the Committee, (iii) identifying both a long list of candidates
and then a short list after discussions with the Debtors and the
Committee, (iv) screening and evaluating prospects, (v)
validating prospects against competencies, (vi) presenting the
most qualified candidates to the Debtors and the Committee, and
(vii) the taking of references and assisting in negotiations, if
asked.
Spencer Stuart will act as the Debtors' exclusive search
consultant throughout the search process. The project will be
staffed by:
* Patrick B. Walsh, the practice leader for the Spencer
Stuart's North American Industrial Practice;
* Julie Hembrock Daum, the practice leader for Spencer
Stuart's North American Board and CEO Succession Practice;
and
* Susan Coffin, a member of Spencer Stuart's North American
Industrial Practice.
The Debtors will pay Spencer Stuart a professional fee and
reimburse the firm for expenses incurred. The professional fee
for each director search is $75,000, the payment of which is not
contingent on the election of a new director. The total
professional fee will be billed in three installments of $175,000
on October 31, November 30, and December 31, 2009.
Additionally, the Debtors will pay Spencer Stuart a monthly
charge for search-related expense at 10% of the retainer billed.
Spencer Stuart will further bill for out-of-pocket expenses, if
any, like consultant and candidate travel and other items related
to the search.
In the event that Spencer Stuart completes the search assignment
prior to the end of the retainer period, the full professional
fee will be due at that time. If the Debtors decide to cancel
the assignment for any reason after the first month, the
professional fee is considered earned to the date of cancellation
on a 90-day prorated basis from the date the search assignment
was authorized. The first month's professional fee and
associated overhead and expenses are considered earned in their
entirety at the commencement of the assignment, regardless of the
date of cancellation. If the Debtors cancel the search without a
placement of an independent director, but then place a candidate
that Spencer Stuart presented or identified to the Debtors, the
professional fee for the director search will still apply.
Spencer Stuart will be deemed to have completed the search
assignment regardless of whether the placed director was
identified by Spencer Stuart or another source. In addition, if
the Debtors select any additional candidates for the Board of
Directors whom Spencer Stuart presented or identified, Spencer
Stuart will bill the Debtors an additional board search fee for
each additional placement. If the Debtors place any candidates
Spencer Stuart identified in a management position, or if the
newly placed director assumes a full-time role in management,
Spencer Stuart will bill a standard executive search fee one-
third of the agreed upon first year's total cash compensation,
which includes base salary, target bonus, and any sign-on
bonuses. If the director crosses over into management, Spencer
Stuart will credit the board search fee towards the standard
executive fee.
The Debtors do not owe Spencer Stuart any amount for services
performed or expenses incurred prior to the Petition Date.
Patrick B. Walsh, a member of Spencer Stuart, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and holds no interest
adverse to the Debtors or their estates in connection with the
matters for which Spencer Stuart is to be retained.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly 21,250
employees, 17,400 of which are based in the United States. For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SMURFIT-STONE CONTAINER: Moody's Puts 'B2' Rating on $1.2BB Loan
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B2 rating to
Smurfit-Stone Container Enterprises, Inc.'s proposed credit
facility, consisting of a $1.2 billion six-year term loan.
Moody's also assigned provisional (P)B2 corporate family and
probability of default ratings to SSCE. The outlook for the
ratings is stable.
Moody's understands that the proposed debt offering will be used
to exit bankruptcy as the proceeds will primarily be used to repay
pre-petition bank debt. The provisional ratings are assigned
pending the emergence from bankruptcy and the closing of the
proposed exit financing. The company is expected to emerge from
bankruptcy in April 2010.
SSCE's (P)B2 rating reflects the company's weak cash flow
generation, high adjusted leverage, declining demand for paper-
packaging, and significant pension obligation. Although SSCE
operates in the more stable food and beverage end market, demand
is expected to remain weak over the rating horizon. Also,
expected price and cost improvements in 2010 may be mitigated by
cost inflation. Therefore, the (P)B2 corporate family rating
captures Moody's belief that flat demand trends and significant
pension contributions will drive modest free cash flow. The
ratings are supported by the successful restructuring efforts
during bankruptcy such as debt reduction and operational footprint
and cost structure improvements. The stable outlook considers
SSCE's adequate liquidity position, favorable market position, and
improving industry conditions such as higher pricing, capacity
reductions, low inventory levels, and higher operating rates.
Despite Moody's expectation of weak cash flow generation, Moody's
believes the company has an adequate liquidity profile over the
near term. After exiting bankruptcy, SSCE will have a proposed
$650 million asset based revolver that will be committed until
2014. Over the near term, the proposed revolver will not be drawn
and $500 million will likely be available after considering
outstanding letters of credit. The company will also have
approximately $125 million of cash on the balance sheet with no
near-term maturities following the exit financing. The term loan
has no maintenance covenants, but does have a debt incurrence test
of 2.0x interest coverage. The proposed asset based revolver will
contain a springing fixed charge coverage ratio of 1.0x when
excess availability falls under 15%.
These ratings were assigned:
* Corporate family rating at (P)B2;
* Probability of default rating at (P)B2;
* Senior secured term loan at (P)B2 (LGD3, 46%);
Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation operates through a wholly-owned subsidiary company,
Smurfit-Stone Container Enterprises, Inc. The company is an
integrated producer of containerboard and corrugated containers
(paper-based industrial packaging) and is a large collector,
marketer, and exporter of recycled fiber.
SOUTHERN GOLF: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Southern Golf Partners, LLC
dba U.S. Golf
dba Florida Golf
dba The Golf Doctor
dba Southern Eagle Golf
1401 Peachtree Street, Suite 407
Atlanta, GA 30309
Bankruptcy Case No.: 10-61636
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: J. Robert Williamson, Esq.
Scroggins and Williamson
1500 Candler Building
127 Peachtree Street, N.E.
Atlanta, GA 30303
Tel: (404) 893-3880
Email: rwilliamson@swlawfirm.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/ganb10-61636.pdf
The petition was signed by A. Boyd Simpson, sole manager of the
Company.
SPANSION INC: Reach Pact with Aehr on $18.5M Claim
--------------------------------------------------
Law360 reports that Spansion Inc. has agreed not to object to an
$18.5 million unsecured claim from Aehr Test Systems in exchange
for Aehr's commitment to complete the construction and delivery of
four canceled WaferPak contactor devices.
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)
SPECIALTY PACKAGING: In Chapter 11 to Sell Biz to Schwan-Stabilo
----------------------------------------------------------------
Specialty Packaging Holdings Inc., Cosmetic Specialties Inc. and
affiliates filed for Chapter 11 bankruptcy on January 20 (Bankr.
D. Del. Case No. 10-10142).
The Company said it will continue to conduct business as usual
during the bankruptcy proceedings while they undertake to sell
their assets.
Specialty Packaging is a color cosmetic developer and
manufacturer. According to Bill Rochelle at Bloomberg News,
Specialty Packaging intends to seek approval from the Bankruptcy
Court to sell the business for approximately $14 million to an
affiliate of Schwan-Stabilo Cosmetics GmbH & Co. unless a higher
offer turns up at auction.
The petition said debt is less than $50 million. The Company owes
$16.2 million in secured bank obligations. Bank of America NA is
agent for the lenders.
According to the Bloomberg report, Chief Restructuring Officer
Michael J. Musso said bankruptcy was the result of expanding into
new markets plus price and margin "difficulties." He also said
that the lack of working capital left the company unable to fill
customers' orders.
SUCCESSFACTORS INC: To Report Q4 and Fiscal 2009 Results on Feb. 4
------------------------------------------------------------------
SuccessFactors, Inc., said its fourth quarter and fiscal year 2009
financial results will be released on February 4, 2010, after the
close of the market. The company will host a conference call at
2:00 p.m. (PST) / 5:00 p.m. (EST) to discuss the financial results
with the investment community.
A live web broadcast of the event will be available on
SuccessFactors' Investor Relations Web site at
http://www.successfactors.com/investor
A live domestic dial-in is available at (866) 923-9739 or (706)
634-0915 internationally. A domestic replay will be available at
(800) 642-1687 or (706) 645-9291 internationally, passcode
49935456, and available via webcast replay until February 19,
2010.
About SuccessFactors Inc.
San Mateo, California-based SuccessFactors, Inc. (Nasdaq: SFSF) --
http://www.successfactors.com/-- provides Business Execution
Software. The SuccessFactors Business Execution Suite improves
business alignment and people performance to drive breakthrough
results for companies of all sizes. More than 5 million users and
2,800 companies leverage SuccessFactors every day. To learn more,
As of September 30, 2009, the Company had total assets of
$181,330,000 against total liabilities of $183,915,000. As of
September 30, 2009, the Company had accumulated deficit of
$216,240,000 and stockholders' deficit of $2,585,000.
SUN COMMUNITIES: Declares Fourth Quarter 2009 Dividend
------------------------------------------------------
Sun Communities, Inc.'s Board of Directors has declared a
quarterly dividend of $0.63 per share for the fourth quarter of
2009. The dividend is payable January 25, 2010, to shareholders
of record January 15, 2010. Sun Communities has 18.8 million
shares outstanding.
Southfield, Michigan-based Sun Communities, Inc. (NYSE: SUI) is a
real estate investment trust that currently owns and operates a
portfolio of 136 communities comprising 47,600 developed sites.
As of September 30, 2009, the Company had total assets of
$1,189,205,000 against total liabilities of $1,284,662,000. As of
September 30, 2009, the Company had non-controlling interest of
$4,734,000 and stockholders' deficit of $95,457,000.
TALBOTS INC: Amends Loan Facility, Repays Third Party Bank Debt
---------------------------------------------------------------
The Talbots, Inc., amended and restated its secured revolving loan
agreement as entered into on April 10, 2009, with Aeon Co., Ltd.,
the Company's majority shareholder, to repay all of its
outstanding third party debt. Pursuant to the Agreement, the
principal amount of the Company's earlier $150 million secured
credit facility with Aeon was increased to $250 million.
On December 29, 2009, Talbots drew $245 million under the Amended
Facility and paid off all of its third party bank indebtedness
totaling approximately $241 million in principal amount, in
addition to other related costs and expenses associated with the
amendment and debt repayment.
Under the amended revolving loan facility, interest on the
outstanding principal is one-month LIBOR plus 600 basis points,
with interest payable monthly in arrears. The facility is secured
by all of the Company's assets, including charge card receivables,
inventory and mortgages on its Hingham, MA headquarters facility
and its Lakeville, MA distribution facility.
The Amended Facility has a scheduled maturity date of the earlier
to occur of April 16, 2010, or the consummation of the previously
announced plan for the merger between Talbots and BPW Acquisition
Corp. On December 8, 2009, the Company announced a comprehensive
financing solution which included three related transactions: an
agreement and plan of merger with BPW Acquisition Corp.; the
retirement of Aeon's equity and repayment of Talbots existing
debt; and a commitment for up to a new $200 million revolving
credit security from GE Capital.
About Talbots Inc.
Hingham, Massachusetts-based The Talbots, Inc. (NYSE:TLB) is a
specialty retailer and direct marketer of women's apparel, shoes
and accessories. At the end of third quarter 2009, the Company
operated 589 Talbots brand stores in 46 states, the District of
Columbia, and Canada. Talbots brand on-line shopping site is
located at http://www.talbots.com/
As of October 31, 2009, the Company had $839,703,000 in total
assets, including $479,741,000 in total current assets, against
total current liabilities of $483,687,000; long-term debt less
current portion of $20,000,000; related party debt less current
portion of $241,494,000; deferred rent under lease commitments of
$124,126,000; deferred income taxes of $28,456,000; other
liabilities of $132,501,000; resulting in stockholders' deficit of
$190,561,000.
TAUBMAN CENTERS: To Release 4th Quarter Earnings on February 9
--------------------------------------------------------------
Taubman Centers, Inc., will announce its fourth quarter 2009
earnings after the market closes on February 9, 2010. Taubman
Centers will host a conference call to discuss these results on
February 10, 2010 at 11:00 a.m. EST.
Stockholders and interested parties may listen to a live broadcast
of the conference call by dialing 1-866-820-1712 and using
reservation code 49873895 or by accessing the call online at
http://www.taubman.com/under "Investing,"
http://www.streetevents.com/or http://www.earnings.com An
online replay will be available for approximately 90 days. A
telephone replay will be available until February 24, 2010 and can
be accessed at 1-800-642-1687 using reservation code 49873895.
On January 14, Taubman Centers announced the tax allocations of
the 2009 dividend distributions on its common shares and on its 8%
Series G and 7.625% Series H Cumulative Redeemable Preferred
Shares. A full-text copy of the Company's statement is available
at no charge at http://ResearchArchives.com/t/s?4dc0
About Taubman Centers
Bloomfield Hills, Michigan-based Taubman Centers, Inc. (NYSE: TCO)
-- http://www.taubman.com/-- is a real estate investment trust
engaged in the development and management of regional and super
regional shopping centers. Taubman's 24 U.S. owned and managed
properties, the most productive in the industry, serve major
markets from coast to coast. Its Taubman Asia subsidiary is
headquartered in Hong Kong.
As of September 30, 2009, the Company had $2,607,201,000 in total
assets against $3,073,768,000 in total liabilities.
TENNECO INC: To Report Q4 and FY2009 Earnings on February 4
-----------------------------------------------------------
Tenneco Inc. plans to issue its fourth quarter and full year 2009
earnings news release before the market opens on February 4, 2010,
and hold a conference call the same day at 10:30 a.m. ET. The
purpose of the call is to discuss the company's results of
operations for the last fiscal quarter, as well as other matters
that may impact the company's outlook.
The conference call will be hosted by Gregg Sherrill, chairman and
chief executive officer and Ken Trammell, executive vice president
and chief financial officer.
In November, Tenneco completed a public offering of 12,000,000
shares of its common stock at a price of $16.50 per share.
Tenneco received $198 million in gross proceeds and $187 million
in net proceeds, after expenses, from the sale of its common
stock. Tenneco said it will use the proceeds to repay outstanding
borrowings under its revolving credit facility (without reducing
the commitments under the revolving credit facility) and for
general corporate purposes.
J.P. Morgan Securities Inc., BofA Merrill Lynch, and Deutsche Bank
Securities Inc. acted as joint book-running managers of the
offering.
About Tenneco Inc.
Tenneco Inc. (NYSE: TEN) -- http://www.tenneco.com/-- is a
$5.9 billion global manufacturing company with headquarters in
Lake Forest, Illinois and 21,000 employees worldwide. Tenneco is
one of the world's largest designers, manufacturers and marketers
of emission control and ride control products and systems for the
automotive original equipment market and the aftermarket. Tenneco
markets its products principally under the Monroe(R), Walker(R),
Gillet(TM) and Clevite(R)Elastomer brand names.
As of September 30, 2009, the Company had total assets of
$2.939 billion and total liabilities of $3.152 billion and
redeemable noncontrolling interests of $5 million. As of
September 30, 2009, the Company had Noncontrolling interests of
$26 million and total deficit of $218 million.
TRILOGY INTERNATIONAL: Moody's Reviews 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service placed the ratings for Trilogy
International Partners LLC under review for possible downgrade due
to the potential effect on its operations following a catastrophic
earthquake that struck in Haiti on January 12, 2010.
The review of the ratings reflects Moody's concern that
uncertainties associated with the reconstruction effort following
the earthquake could exacerbate existing fundamental rating
concerns as Trilogy is turning around its operations in the
Dominican Republic and launching new services in New Zealand.
Moody's recognizes that the company was the first wireless network
online in Port-au-Prince after the disaster, has undertaken
significant remediation efforts and is now operating 80% of its
cell sites in Haiti. Moody's expect increased inbound
international call volumes likely will help to partially offset
disaster-related monetary damages and discounted services provided
to affected customers in Haiti. However, operations in Haiti
represent a significant concentration-accounting for roughly 22%
of revenue and 42% of Trilogy's EBITDA in 3Q09.
The review will focus on the damage that the earthquake caused to
Trilogy's wireless telecommunications network; impact on the
subscriber base; permanent impact on the economic vitality of the
City of Port-au-Prince and Republic of Haiti; cost of
reconstructing damaged equipment; timing and magnitude of any
expected insurance proceeds or external financing to help with the
reconstruction; financial flexibility to cover any costs incurred;
and Trilogy's strategic plans given an ongoing capital intensive
turnaround in the Dominican Republic and launch of new services in
New Zealand. Liquidity is a primary concern and Moody's estimates
that the company ended the year with $40-$50 million in cash.
Moody's review will assess whether the cash balance will be
sufficient to support the company's operations as its remediation
plans crystallize in the coming months.
These ratings were impacted by the action:
Trilogy International Partners LLC
* Probability of Default Rating, Placed on Review for Possible
Downgrade, currently B3
* Corporate Family Rating, Placed on Review for Possible
Downgrade, currently B3
* Senior Secured Bank Credit Facility, Placed on Review for
Possible Downgrade, currently B3
* Outlook, Changed To Rating Under Review From Negative
The most recent rating action for Trilogy International Partners
LLC was on August 24, 2009, when the corporate family rating was
downgraded to B3 from B2.
Based in Bellevue, WA, Trilogy International Partners LLC provides
wireless communication services to approximately 3 million
subscribers in Haiti, Dominican Republic and Bolivia.
TLC VISION: Stock-Swap Plan to Face Shareholder Opposition
----------------------------------------------------------
TLC Vision Corp. will face objections from stockholders to its
proposed plan of reorganization that would exchange $105 million
in first-lien debt for $80 million in new secured obligations and
all the new stock.
In an SC 13D filing with the Securities and Exchange Commission,
shareholders with almost 20% of the stock said they are not
satisfied with, and intend to object to the Company's proposed
plan of reorganization, which was filed with the United States
Bankruptcy Court for the District of Delaware on December 21,
2009. The Company's plan contemplates, among other things, (i)
the cancellation of all of the Debtors' existing common stock; and
(ii) the issuance of common stock in a reorganized entity to the
Debtors' prepetition secured lenders and certain members of senior
management, and nothing for the equity holders. The shareholders
include funds advised by Trinad Management LLC and Strategic
Turnaround Equity Partners LP.
Early January, TLC Vision (USA) Corp. and its units filed with the
U.S. Bankruptcy Court a Chapter 11 plan and related disclosure
statement. The Debtors owe $105 million to secured lenders and an
additional $25 million to other creditors. According to the
Disclosure Statement, holders of allowed prepetition secured
lender claims aggregating $105 million classified under A4, B3 and
C5 claims will receive their pro rata share of $80 million in the
TLC restructured notes and equity.
Holders of allowed D.I.P. facility claims, allowed administrative
claims, allowed priority tax claims, allowed other secured,
allowed essential trade claims, allowed other priority claims,
allowed secured claims, allowed general unsecured claims (against
TLC MSI) and allowed TLC MSI common stock and interests will be
unimpaired by the Plan or will be paid in full as required by the
Bankruptcy Code, unless otherwise agreed by the holders of such
claims. Old TLC USA common stock and interests will be cancelled.
Holders of general unsecured claims against TLC USA will recover
10%.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/TLC_Vision_DS.pdf
A copy of the Plan is available for free at:
http://bankrupt.com/misc/TLC_Vision_Plan.pdf
About TLCVision
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.
TRONOX INC: Receives Final Clearance for Replacement DIP
--------------------------------------------------------
ABI reports that Tronox Inc. has been cleared to use all of a
$425 million replacement debtor-in-possession loan that serves as
the linchpin for the chemical manufacturer's reorganization plan.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRUMP ENTERTAINMENT: Hearing on Competing Plans on Feb. 23
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the adequacy of information in the disclosure statements of the
two competing Plans of Reorganization for Trump Entertainment
Resorts, Inc., et al. The Plans were proposed by the Debtors, and
the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes; and
Beal Bank and Icahn Partners. The Court's approval of the
competing disclosure statements allows each parties to commence
the solicitation of votes for confirmation of their Plan.
Plan materials and ballots were scheduled for distribution on
January 15, 2010. The deadline for returning completed ballots is
at 4:00 p.m. (prevailing Eastern Time) on February 12, 2010.
Objections, if any, to confirmation of the Plan must be received
by the Court and notice parties no later than 5:00 p.m.
(prevailing Eastern Time) on February 19, 2010. A hearing to
consider confirmation of the Plans is scheduled for February 23,
2010, at 9:00 a.m. (prevailing Eastern Time.)
According to the Fifth Amended Disclosure Statement proposed by
the Beal Bank and Icahn Partners, dated January 5, 2010, the Plan
provides that (i) each holder of an allowed general unsecured
claim, will receive its pro rata share of (a) $13,937,300, to be
paid in cash and (b) the subscription rights; and (ii) in all
other cases, the holder will not be entitled to, nor will it
receive or retain, any property or interest in property on account
of its allowed general unsecured claims.
Under the Modified Sixth Amended Disclosure Statement proposed by
the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes Due
2015 and the Debtors, dated January 5, 2010, the holders of
allowed general unsecured claims will receive on the effective
date, (i) the cash distribution; and (ii) their pro rata share of
the creditor distribution.
A full-text copy of the Beal DS is available for free at:
http://bankrupt.com/misc/TrumpEntertainment_4thABealPlan.pdf
A full-text copy of the Beal Plan is available for free at:
http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf
A full-text copy of the Noteholders DS is available for free at:
http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf
A full-text copy of the Noteholders Plan is available for free at:
http://bankrupt.com/misc/Trump_6thANoteholdersPlan.pdf
Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino. The Company
conducts gaming activities and provides customers with casino
resort and entertainment.
Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company. The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654). The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor. Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.
UAL CORP: 260 Workers at O'Hare Airport Laid Off
------------------------------------------------
United Air Lines, Inc., terminated about 260 workers, including 50
customer service representative at O'Hare International Airport in
Chicago, Illinois, effective January 8, 2010, according to a
January 7, 2010 Daily Heard report.
United also planned to cut the working hours of about 100 more
workers, including customer service representatives and ramp
workers, the Daily Herald said.
United spokesperson Megan McCarthy told the Daily Herald that
United's decisions are necessary to ensure it has the right number
of people in its operation.
About UAL Corporation
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors. Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006. The
Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.
UAL CORP: April 9 Trial on GSA Lawsuit Against United
-----------------------------------------------------
General Services Administration commenced an adversary proceeding
before the United States Bankruptcy Court for the Northern
District of Illinois against United Air Lines, Inc., for recovery
of money or property, validity, priority or extent of lien or
other interest in a property.
However, the GSA's complaint against United was not available in
the Court dockets.
To recall, Judge Wedoff directed the Clerk of Court to open a new
adversary proceeding, pursuant to an agreed order dated
November 25, 2009. The November 25, 2009 Order also directed
parties to file all pleadings and documents in connection with the
contested matter arising from the Debtors' Objection to the Claims
of the GSA, Transportation Services Administration, and Bureau of
Customs and Border Protection as it applies to the GSA's Claim No.
44651 in the Adversary Proceeding, and copies of all previously-
filed pleadings related to the Contested Matter, including Claim
No. 44651.
In this light, the GSA and United jointly ask the Court to amend
the scheduling order regarding the GSA Claim entered on
September 24, 2009, to extend all deadlines and trial date by 30
days.
Specifically, the Parties propose these deadlines:
February 15, 2010 -- Discovery will be completed.
February 15, 2010 -- United's deadline to respond to all of
GSA's requests for admission.
March 1, 2010 -- Parties will exchange witness and exhibit
lists and file these lists.
March 15, 2010 -- Deadline to file Motions in Limine or
object to the admission of exhibits. The
Court will rule on any Motions in Limine
or objections on April 9, 2010.
March 15, 2010 -- Parties may file pre-trial briefs.
April 9, 2010 -- Trial will commence.
The Parties tell the Court that this extension will permit them to
resolve the Debtors' Objection to the GSA Claim without further
litigation, or litigate the matter as efficiently as possible.
Judge Wedoff grants the Parties' Joint Motion to Amend.
About UAL Corporation
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors. Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006. The
Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.
UAL CORP: Two Directors Acquire 2,361 Shares of Stock
-----------------------------------------------------
In separate filings with the Securities and Exchange Commission,
two directors of UAL Corp. disclosed that on December 31, 2009,
they acquired these shares of UAL common stock:
No. of No. of Shares
Director Shares Acquired Currently Owned
-------- --------------- ---------------
Walter Isaacson 1,432 16,839
Richard J. Almeida 929 14,487
Mr. Isaacson elected to defer $18,500 of retainer and meeting fees
for the fourth quarter of 2009 in exchange for share units. The
number of share units was determined by dividing $18,500 by
$12.92, the average of the high and low sale prices of a share of
UAL's common stock on December 31, 2009.
Mr. Almeida elected to defer $12,000 of retainer and meeting fees
for the fourth quarter of 2009 in exchange for share units. The
number of share units was determined by dividing $12,000 by
$12.92, the average of the high and low sale prices of a share of
UAL's common stock on December 31, 2009.
Each share unit represents the economic equivalent of one share of
common stock. At time of distribution, each Director will receive
a cash payment equal to the number of share units multiplied by
the average of the high and the low sale prices of a share of
UAL's common stock on the date of distribution.
Additional share units accrue when and as dividends are paid on
UAL's common stock. The number of share units accrued will be
equal to the dollar amount of dividends that would be payable if
the share units were actual shares of commons stock, divided by
the average of the high and low sale prices of a share of UAL's
common stock on the date dividends are paid.
Delivery of a cash payment in settlement of the share units will
be made in January of the year following the calendar year in
which the Director ceases to be a director of UAL.
Moreover, Wendy J. Morse filed with the Court an initial statement
of beneficial ownership of securities on January 8, 2010,
disclosing that she does not beneficially own securities of UAL.
About UAL Corporation
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors. Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006. The
Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.
UNITED RENTALS: To Release Q4 and FY2009 Earnings on Feb. 4
-----------------------------------------------------------
United Rentals, Inc., will hold its fourth quarter and full year
2009 conference call with Michael Kneeland, chief executive
officer, and William Plummer, chief financial officer, on
February 4, 2010, at 11:00 a.m. Eastern Time.
The conference call will also be available by audio webcast at
ur.com, where it will be archived until the next earnings call. In
addition, a replay may be accessed for two weeks following the
call at 703-925-2533, passcode 1426545.
United Rentals' principal subsidiary, United Rentals (North
America), Inc., is seeking to redeem its remaining $435.2 million
aggregate principal amount of outstanding 6-1/2% Senior Notes due
2012. The 6-1/2% Senior Notes will be redeemed on February 16,
2010, at par, plus accrued interest. The redemption of the 6-1/2%
Senior Notes follows on the company's recent redemption of
$270.6 million aggregate principal amount of its 14% Senior Notes
due 2014 and the upsizing of its asset-based revolving credit
facility in December 2009.
William Plummer, Chief Financial Officer, said, "The redemption of
the 6-1/2% Senior Notes substantially improves our debt maturity
profile. The company's next significant debt maturity comes due in
2013. This move highlights our company's commitment to
proactively refine our capital structure to reduce financial risk
and supports our focus on long-term profitable growth."
About United Rentals
Greenwich, Connecticut-based United Rentals, Inc. (NYSE: URI) --
http://www.unitedrentals.com/-- is the largest equipment rental
company in the world, with an integrated network of 568 rental
locations in 48 states, 10 Canadian provinces and Mexico. The
company's 8,000 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others. The
company offers for rent 3,000 classes of rental equipment with a
total original cost of $3.8 billion. United Rentals is a member
of the Standard & Poor's MidCap 400 Index and the Russell 2000
Index(R).
As of September 30, 2009, the Company had $3.895 billion in total
assets against $3.913 billion in total liabilities, resulting in
stockholders' deficit of $18 million.
UNO RESTAURANT: Updated Case Summary & 30 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Uno Restaurant Holdings Corporation
100 Charles Park Road
West Roxbury, MA, 02132
Bankruptcy Case No.: nysb10-10209
Debtor-affiliate filing separate Chapter 11 petitions:
Entity Case No.
------ --------
Pizzeria Uno of Columbus Avenue, Inc. 10-10208
Uno Restaurant Holdings Corporation 10-10209
UR of Columbia MD, Inc. 10-10210
Uno of Astoria, Inc. 10-10211
Uno of Manchester, Inc. 10-10212
UR of Newington NH, LLC 10-10213
Uno of Aurora, Inc. 10-10214
Uno of Massachusetts, Inc. 10-10215
UR of Columbia MD, LLC 10-10216
Uno of Bangor, Inc. 10-10217
Uno of New Jersey, Inc. 10-10218
Uno of Concord Mills, Inc. 10-10219
Uno of Crestwood, Inc. 10-10220
UR of Danbury CT, Inc. 10-10221
Uno of Daytona, Inc. 10-10222
Uno of New York, Inc. 10-10223
Uno of Dover NH, Inc. 10-10024
UR of Paoli PA, Inc. 10-10225
Uno of Dulles, Inc. 10-10226
UR of Plymouth MA, LLC 10-10227
UR of Fairfield CT, Inc. 10-10228
Uno of Falls Church, Inc. 10-10229
UR of Portsmouth NH, Inc. 10-10230
Uno of Georgesville, Inc. 10-10231
UR of Swampscott MA, LLC 10-10232
UR of Fayetteville NY, LLC 10-10233
Uno of Gurnee Mills, Inc. 10-10234
UR of Taunton MA, LLC 10-10235
UR of Fredericksburg VA, LLC 10-10236
Uno of Providence, Inc. 10-10237
UR of Tilton NH, LLC 10-10238
Uno of Hagerstown, Inc. 10-10239
UR of Gainesville VA, LLC 10-10240
UR of Towson MD, Inc. 10-10241
UR of Virginia Beach VA, LLC 10-10242
Uno Haverhill, Inc. 10-10243
SL Uno Waterfront, Inc. 10-10244
UR of Inner Harbor MD, Inc. 10-10245
UR of Webster NY, LLC 10-10246
Uno of Henrietta, Inc. 10-10247
UR of Winter Garden FL, LLC 10-10248
SLA Brockton, Inc. 10-10249
UR of Keene NH, Inc. 10-10250
UNO of Highlands Ranch, Inc. 10-10251
UR of Wrentham MA, Inc. 10-10252
UR of Landover MD, Inc. 10-10253
Uno of Indiana, Inc. 10-10254
SLA Due, Inc. 10-10255
URC II, LLC 10-10256
Uno of Kingstowne, Inc. 10-10257
UR of Mansfield MA, LLC 10-10258
URC, LLC 10-10259
SLA Lake Mary, Inc. 10-10260
Uno of Kirkwood, Inc. 10-10261
Waltham Uno, Inc. 10-10262
UR of Melbourne FL, LLC 10-10263
SLA Mail II, Inc. 10-10264
Westminster Uno, Inc. 10-10265
Uno of Schaumburg, Inc. 10-10266
Uno of Lombard, Inc. 10-10267
UR of Merritt Island FL, LLC 10-10268
UNO of Manassas, Inc. 10-10269
UR of Methuen MA, Inc. 10-10270
SLA Mail, Inc. 10-10271
Uno of Smithtown, Inc. 10-10272
UR of Milford CT, Inc. 10-10273
SLA Norfolk, Inc. 10-10274
UR of Millbury MA, LLC 10-10275
8250 International Drive Corporation 10-10276
Uno of Smoketown, Inc. 10-10277
SLA Norwood, Inc. 10-10278
UR of Nashua NH, LLC 10-10279
Aurora Uno, Inc. 10-10280
Uno of Tennessee, Inc. 10-10281
UR of New Hartford NY, LLC 10-10282
SLA Su Casa, Inc. 10-10283
B.S. Acquisition Corp. 10-10284
Uno of Victor, Inc. 10-10285
B.S. of Woodbridge, Inc. 10-10286
SLA Uno, Inc. 10-10287
Pizzeria Uno of Ballston, Inc. 10-10288
Uno Restaurant of Columbus, Inc. 10-10289
Fairfax Uno, Inc. 10-10290
SLA Vernon Hills, Inc. 10-10291
Uno Restaurant of Great Neck, Inc. 10-10292
Franklin Mills Pizzeria, Inc. 10-10293
Su Casa, Inc. 10-10294
Uno Restaurant of St. Charles, Inc. 10-10295
Pizzeria Uno of Forest Hills, Inc. 10-10296
Herald Center Uno Rest. Inc. 10-10297
Uno Acquisition Parent, Inc. 10-10298
Kissimmee Uno, Inc. 10-10299
Uno Restaurant of Woburn, Inc. 10-10300
Pizzeria Uno of Bay Ridge, Inc. 10-10301
Pizzeria Uno of Kingston, Inc. 10-10302
Marketing Services Group, Inc. 10-10303
Pizzeria Uno of Lynbrook Inc. 10-10304
Newington Uno, Inc. 10-10305
Pizzeria Uno of Bayside, Inc. 10-10306
Newport News Uno, Inc. 10-10307
Newton Takery, Inc. 10-10308
Pizzeria Uno Bethesda, Inc. 10-10309
Paramus Uno, Inc. 10-10310
Pizzeria Uno of Brockton, Inc. 10-10311
Pizzeria Uno of Norfolk, Inc. 10-10312
Uno Bay, Inc. 10-10313
Pizzeria Due, Inc. 10-10314
Uno Restaurants II, LLC 10-10315
Pizzeria Uno of Buffalo, Inc. 10-10316
Pizzeria Uno Corporation 10-10317
Pizzeria Uno of Paramus, Inc. 10-10318
Uno Restaurants, LLC 10-10319
Uno Enterprises, Inc. 10-10320
Pizzeria Uno of Dock Square, Inc. 10-10321
Uno Foods Inc. 10-10322
UR of Attleboro MA, LLC 10-10323
Pizzeria Uno of East Village Inc. 10-10324
Pizzeria Uno of 86th Street, Inc. 10-10325
Pizzeria Uno of Penn Center, Inc. 10-10326
Pizzeria Uno of Albany Inc. 10-10327
UR of Bel Air MD, Inc. 10-10328
Uno Foods International, LLC 10-10329
Pizzeria Uno of Fair Oaks, Inc. 10-10330
Pizzeria Uno of Altamonte Springs, Inc. 10-10331
Pizzeria Uno Reston, Inc. 10-10332
UR of Bowie MD, Inc. 10-10333
Uno Holdings II LLC 10-10334
Pizzeria Uno of Fairfield, Inc. 10-10335
UR of Clay NY, LLC 10-10336
Uno Holdings LLC 10-10337
Pizzeria Uno of South Street Seaport, Inc. 10-10338
Uno of America, Inc. 10-10339
Pizzeria Uno of Washington, DC, Inc. 10-10340
Pizzeria Uno of Springfield, Inc. 10-10341
Pizzeria Uno of Westfarms, LLC 10-10342
SL Uno Greece, Inc. 10-10343
Pizzeria Uno of Syracuse, Inc. 10-10344
Pizzeria Uno of Union Station, Inc. 10-10345
SL Uno Gurnee Mills, Inc. 10-10346
Pizzeria Uno, Inc. 10-10347
Plizzettas of Burlington, Inc. 10-10348
SL Uno Hyannis, Inc. 10-10349
Plizzettas of Concord, Inc. 10-10350
SL Uno Maryville, Inc. 10-10351
Saxet Corporation 10-10352
SL Uno Portland, Inc. 10-10353
SL Properties, Inc. 10-10354
SL Uno Potomac Mills, Inc. 10-10355
SL Uno Burlington, Inc. 10-10356
SL Uno University Blvd., Inc. 10-10357
SL Uno Ellicott City, Inc. 10-10358
SL Uno Franklin Mills, Inc. 10-10359
SL Uno Frederick, Inc. 10-10360
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Southern District of New York
Judge: Martin Glenn
About the Business: Based in Boston, Uno Restaurant Holdings
Corporation includes 179 company-owned and
franchised full-service Uno Chicago Grill
units located in 28 states, the District of
Columbia, Puerto Rico, South Korea, the
United Arab Emirates, Honduras, Kuwait, and
Saudi Arabia. The company also operates a
fast casual concept called Uno Due Go(R), a
quick serve concept called Uno Expressr, and
a consumer foods division which supplies
airlines, movie theaters, hotels, airports,
travel plazas, schools and supermarkets with
both frozen and refrigerated private-label
foods and branded Uno products. For more
information, visit http://www.unos.com/
Debtors' Counsel: Jeffrey L. Tanenbaum, Esq.
Joseph H. Smolinsky, Esq.
Sherri L. Toub, Esq.
Tal S. Sapeika, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: 212-310-8000
Fax: 212-310-8007
http://www.weil.com
Debtors' Financial Advisor: Jefferies & Company, Inc.
Debtors' Claims agent: Kurtzman Carson Consultants LLC
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
30 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nysb10-10209.pdf
Debtor's List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
US Foodservice, Inc. Trade Debt $1,769,279
806 Tyvola Road, Suite 108
c/o JP Morgan Chase
Charlotte, NC 28217
Hanover Insurance Outstanding premiums $355,000
PO Box 4031 and claims
Woburn, MA 01888-4031
Perkins Paper Trade Debt $301,785
PO Box 229
Taunton, MA 02780
Amelia Island Plantation Trade Debt $248,568
The City of New York Tax Settlement $138,496
Department of Finance
Bellweather Properties of Real estate taxes $133,474
Massachusetts due for store 210
David I. Berley Landlord $118,654
c/o Walter & Samuels, Inc.
Greater Orlando Aviation Landlord $116,406
Authority
New York State Department Tax Settlement $114,666
of Taxation and Finance
Civil Enforcement-Capital
Regions Office
NSTAR Utility $112,117
Heinz North America Trade Payable $110,340
H & M Bay, Inc. Trade Payable $97,116
National Grid Utility $94,926
Ecolab Trade Payable $88,057
Ecolab Center
NCR Corporation Trade Payable $82,933
Accutech Packaging Trade Payable $82,307
McGirr Graphics, Inc. Trade Payable $77,577
Rupp LLC Landlord $74,065
c/o Philip International
Holding Corp.
Stone Ridge Construction Trade Payable $72,978
Services
DirectTV Trade Payable $72,917
7272 Wisconsin Building Landlord $71,314
Corp.
c/o Vanguard Realty Group
Richard P. Jaffe, Nominee Landlord $69,310
c/o The Jaffe Companies
WFTX (Fox Television Trade Payable $63,966
Station)
Price Reit Renaissance Litigation Final $60,576
Judgement
Costa Fruit & Produce Trade Payable $59,944
Archer Daniels Midland Trade Payable $59,128
Company
Carando Trade Payable $57,308
Cohas Brook Shopping Landlord $56,833
Center, LLC
Comcast Spotlight Inc. Trade Payable $55,781
Katsiroubas Bros. Trade Payable $54,260
The petition was signed by Louie Psallidas, chief financial of the
Company.
UNIVERSAL FIDELITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Universal Fidelity, L.P.
1445 Langham Creek Dr.
Houston, TX 77084
Bankruptcy Case No.: 10-30492
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Karen K. Brown
Debtor's Counsel: Jack Nicholas Fuerst, Esq.
Attorney at Law
PO Box 79263
Houston, TX 77279
Tel: (713) 299-8221
Fax: (713) 789-2606
Email: jfuerst@sbcglobal.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of $7,178,578,
and total debts of $11,446,288.
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/txsb10-30492.pdf
The petition was signed by Terry W. Simonds, CEO of the Company.
UNO RESTAURANT: Court Approves Cash Collateral Use, DIP Loan
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Uno Restaurant
Holdings Corp received interim approval for the use of cash and
access to a portion of a new $52 million loan.
Uno Restaurant Holdings Corporation announced January 20 a
restructuring which will recapitalize the Company and eliminate
substantial debt through the conversion of $142 million of senior
notes into a controlling equity stake. The recapitalization will
give Uno the resources to invest in its growth opportunities.
Based in Boston, Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia. The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express(R), and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.
Uno Restaurant filed for Chapter 11 on January 20, 2010 (Bankr.
S.D.N.Y. Case No. 10-10209). Weil, Gotshal & Manges LLP serves as
bankruptcy counsel. Kurtzman Carson Consultants LLC serves as
claims and notice agent. Uno listed assets of $145 million
against debt totaling $172 million.
The company blamed the filing on a significant decline in sales
resulting from the recession and reduced consumer spending.
VAIREX CORP: ViCTORi Surpasses $100,000 Offering Minimum
--------------------------------------------------------
VAIREX Corporation said that ViCTORi LLC had exceeded the $100,000
offering minimum of its $1,250,000 private placement, which will
be used to provide a debtor in possession loan to VAIREX
VAIREX Corporation said the transaction and terms were approved by
the Court to allow VAIREX to operate during its reorganization.
VAIREX Corporation is operating under Chapter 11 of the Federal
Bankruptcy code.
VANGUARD HEALTH: Moody's Assigns 'Ba2' Rating on Various Loans
--------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 (LGD2, 18%) rating to
Vanguard Health Holding Company II proposed credit facility,
consisting of a $260 million revolver and a $765 million term
loan, and a (P)B3(LGD5, 74%) rating to the company's proposed
offering of $1.0 billion of senior unsecured notes. Moody's also
affirmed the existing ratings of Vanguard, including the B2
Corporate Family and Probability of Default ratings. The outlook
for the ratings is stable. Finally, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-2 reflecting Moody's
expectation that Vanguard will maintain good liquidity for the
four quarters following the anticipated refinancing.
Moody's understands that the proposed debt offerings will be used
to retire the existing debt of the company, including the senior
discount notes at Vanguard Health Holding Company I, fund a
$300 million distribution to shareholders, and pay fees and
expenses associated with the transaction. Therefore, should the
transaction be completed as contemplated, Moody's would expect to
finalize the provisional ratings on the proposed instruments and
withdraw the ratings on the existing debt instruments following
the close of the transaction. Moody's also expects to reassign
the Corporate Family and Probability of Default Ratings to
Vanguard Health Holding Company II, which will be the highest
entity in the organization structure with rated debt following the
retirement of the senior discount notes. The company is currently
tendering for the outstanding discount and subordinated notes and
the existing credit facility will be repaid and replaced by the
proposed facility.
Vanguard's B2 Corporate Family Rating reflects the continued
favorable trend in the credit metrics of the company and a solid
liquidity position, characterized by improved free cash flow and
the expectation that the company will still maintain a
considerable amount of available cash following the refinancing.
However, the rating also reflects the fact that funded debt
levels, which were already considered high, will increase as a
result of the transaction. The rating also continues to consider
the company's concentration in a small number of highly
competitive markets.
These ratings have been assigned.
Vanguard Health Holding Company II:
* $260 million senior secured revolving credit facility due 2015,
(P)Ba2 (LGD2, 18%)
* $765 million senior secured term loan due 2016, (P)Ba2 (LGD2,
18%)
* $1,000 million senior unsecured notes due 2018, (P)B3 (LGD5,
74%)
* Speculative Grade Liquidity Rating, SGL-2
These ratings have been affirmed and are expected to be withdrawn
at the close of the transaction.
Vanguard Health Holding Company II:
* $250 million senior secured revolving credit facility due 2010,
Ba3 (LGD2, 23%)
* $796 million senior secured term loan due 2011, Ba3 (LGD2, 23%)
* $575 million senior subordinated notes due 2014, Caa1 (LGD5,
80%)
Vanguard Health Holding Company I:
* $216 million senior discount notes due 2015, Caa1 (LGD6, 94%)
These ratings have been affirmed and are expected to be withdrawn
at Vanguard Health Holding Company I and reassigned at Vanguard
Health Holding Company II at the close of the transaction.
* Corporate Family Rating, B2
* Probability of Default Rating, B2
Moody's last rating action was on October 27, 2008, when Moody's
revised Vanguard's rating outlook to stable from negative.
Headquartered in Nashville, Tennessee, Vanguard owns and operates
acute care hospitals and complementary outpatient facilities
principally located in urban and suburban markets. As of
September 30, 2009, Vanguard operated 15 acute care hospitals in
four states. For the twelve months ended September 30, 2009, the
company generated approximately $3.3 billion in net revenue.
VANGUARD HEALTH: S&P Assigns 'B+' Rating on $765 Mil. Loan
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' rating (one
notch above the corporate credit rating) to Vanguard Health
Systems Inc.'s proposed $765 million senior secured term loan
maturing in 2016 and $260 million revolving credit facility
maturing in 2015. The recovery rating on these debt issues is
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery in the event of payment default. In addition, S&P
assigned a 'CCC+' rating to the company's proposed $1 billion
senior unsecured notes. The recovery rating on the debt is '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
in the event of payment default. At the same time, S&P affirmed
the 'B' corporate credit rating on Vanguard. The rating outlook
is stable.
The speculative-grade ratings on Nashville, Tenn.-based Vanguard
reflect a relatively undiversified portfolio of hospitals and a
highly leveraged financial risk profile. Vanguard operates 15
acute-care hospitals in only four key markets; the largest market
is San Antonio, Texas, which is responsible for nearly 30% of the
company's total revenues. Vanguard's other key markets include
Illinois, Arizona, and Massachusetts. The ratings also reflect
the competitive nature of these markets, the company's
vulnerability to local economic circumstances, and reimbursement
risk tied to ongoing third-party payor efforts to limit health
care cost increases.
Vanguard has made significant capital investments to bolster the
services provided at its hospitals and help it maintain a
relatively steady operating margin in the 10% to 10.5% range for
the past several years despite chronic reimbursement pressure.
During this time, the company has been able to generate enough
cash to fund most of its capital needs while increasing its lease-
adjusted EBITDA by 22% to 2009 from 2005. Vanguard has not made
any significant acquisitions since December 2004.
Improving profitability contributed to the company's declining
leverage; lease-adjusted debt to EBITDA declined to 5.6x as of
September 2009 from 6.6x as of June 2006. During that time, the
company increased its cash reserves to cover all general corporate
needs and insurance reserve requirements to approximately
$330 million from $120 million in just over a two-year time frame.
Vanguard remains vulnerable to changes in reimbursement during
this extended period of economic weakness. Although any
significant health reform effort is several years away, the effect
on reimbursement will not likely be favorable for hospital
operators because a key goal is to better control health care
spending. Given the tenure of Blackstone's 2004 investment, it is
possible that a change of control with either an IPO or sale of
the company to a new owner may precede the implementation of any
significant health reform efforts.
VISTEON CORP: Disclosure Statement Hearing Adjourned to Feb. 18
---------------------------------------------------------------
The hearing for the consideration of the adequacy of the
Disclosure Statement explaining the Chapter 11 Plan filed by
Visteon Corporation and its debtor affiliates has been continued
to February 18, 2010, at 10:00 a.m. prevailing Eastern Time, to
be held before Judge Sontchi in Wilmington, Delaware.
The Court previously scheduled the Disclosure Statement Hearing
for January 28, 2010.
The hearing adjournment is for the purpose of allowing the
Debtors, the Official Committee of Unsecured Creditors and other
interested parties additional time to explore alternative plan
structures, according to Mark M. Billion, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.
Consequently, the deadline to file objections to the Disclosure
Statement is also extended through February 8, 2010. The
previous set deadline for Disclosure Statement Objections was
January 15.
The Debtors notify parties-in-interest that copies of the Plan,
the Disclosure Statement and other related plan documents can be
obtained by (i) accessing the Debtors' restructuring Web site,
http://www.kccllc.net/visteon(ii) writing the Debtors' claims
and solicitation agent, Kurtzman Carson Consultants LLC, at
Visteon Balloting Center, 2335 Alaska Avenue, El Segundo,
California, 90245, or (iii) calling the Debtors' restructuring
hotline at (866) 967-0260 within the U.S. or Canada or
(310) 751-2660 outside the U.S. or Canada.
Moreover, several affidavits of publication have been separately
filed in Court on January 12, 2010, confirming that the
Disclosure Statement Hearing Notice have been published in
The Wall Street Journal, the Automotive News, The Detroit News
and Detroit Free Press, the Philadelphia Inquirer, and
the Indianapolis Star between December 23, 2009 to January 4,
2010.
Disclosure Statement Objections
A. Senior Noteholders
The holders of $12,000,000 in principal amount of Visteon
Corporation's 7.00% Senior Notes object to the Disclosure
Statement on the grounds that it does not provide adequate
information to enable creditors to make an informed decision
about the Chapter 11 Plan proposed.
Moreover, the Noteholders are concerned that the Disclosure
Statement misrepresents key information, undervalues the estate,
and overstates the amounts of claims against the Debtors'
estates.
The Debtors' Plan and Disclosure Statement peg the Debtors' going
concern value at $1.505 billion and their liquidation value at
$1.170 billion. Representing the Noteholders, Allen R. Cooke,
Esq., in Los Angeles California, says that a more accurate
liquidation value for the Debtors is $1.941 billion, while a mid-
point going concern value, based on an array of broadly accepted
valuation methodologies, may confidently be set at
$2.925 billion.
Mr. Cooke further argues that the material devaluations in the
Plan of both the Debtors' liquidation value and the Debtors'
value as a going concern simultaneously render the Disclosure
Statement insufficient and the Plan itself unconfirmable.
B. MI Workers Comp. Agency
The state of Michigan Workers' Compensation Agency says it has no
desire to delay the proposed reorganization of the Debtors. The
Agency, however, tells the Court that it needs to ensure that the
Debtors' injured workers have a continued source of payment to
compensate them for their injuries and to protect Michigan's
self-insurance program for the benefit of all other Michigan
self-insured employers and their employees. In this light, the
Agency objects to the Debtors' Plan of Reorganization and
Disclosure Statement as they do not provide a firm commitment by
the Reorganized Debtors to assume the Debtors' workers'
compensation obligations in Michigan.
The Agency asserts that if the Debtors' Plan and Disclosure
Statement are not amended to address its concerns, the Debtors'
requested relief potentially:
(1) violates the Debtors' workers' compensation self-insurance
authority in Michigan; and
(2) leaves the Debtors' injured workers without a source of
workers' compensation benefit payments.
Thus, the Agency asks the Court to reject the Debtors' Joint Plan
of Reorganization and Disclosure Statement.
C. Visteon Employees
Glen R. Farmer, a former employee of Visteon Corporation who was
required to retire on disability, asserts that the Disclosure
Statement clearly impacts the long-term health and life insurance
benefits that were provided to him. Mr. Farmer says he was not
adequately treated by the Debtors nor does the Debtors'
disclosure reflect their best efforts to adequately treat the
Class in which he belongs. Thus, Mr. Farmer asks the Court to
disapprove the Disclosure Statement.
For his part, Richard H. Waclawek seeks that all deferred
compensation awarded by Ford Motor Company should be paid in
full. Mr. Waclawek says he has a $266,424 claim against the
Debtors on account of Deferred Compensation. Mr. Waclawek
asserts that the Disclosure Statement should be modified when
referencing "Deferred Compensation or the DCP" to read "Deferred
Compensation or the DCP awarded by the Visteon Corporation." Mr.
Waclawek was an employee of Ford during the time the compensation
in question was earned and placed into the Ford deferred
compensation plan. Subsequently, Mr. Waclawek was transferred to
the Visteon Corporation when the Company became a separate
entity.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
VISTEON CORP: Consider Plan to Pay Off Unsecured Creditors
----------------------------------------------------------
Visteon Corporation is in talks with bondholders over a proposal
to give unsecured creditors some recovery rather than nothing,
according to three people familiar with the matter, Bloomberg
News reports.
The report notes that the proposal could lead to an amended
reorganization plan that would value the company at more than
$1.8 billion. Two of the people familiar with the situation, who
declined to be named, told Bloomberg News that the new proposal
was made by the Official Committee of Unsecured Creditors,
including bondholders and retirees trying to save their pensions.
According to Bloomberg, the new plan would replace Visteon's
existing proposal and avoid a court battle about the value of the
company and a proposal to shift pensions for thousands of Visteon
retirees to Pension Benefit Guaranty Corp.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
VISTEON CORP: Non-Union Employees Want Pension Committee
--------------------------------------------------------
The Interim Ad Hoc Committee of Non-union Defined Benefit Plan
Participants of Visteon Entities asks the Court to appoint an
official committee of participants in the Visteon Systems C&B,
Caribbean Plan and Visteon Pension Benefit Plans.
The Interim Ad Hoc Committee is comprised of both retired and
presently employed individuals who are participants of the
Visteon Pension Plans. The VPP, itself, has approximately 17,000
plan participants and beneficiaries holding claims in the
hundreds of millions of dollars. According to the Debtors'
Disclosure Statement, the VPP is underfunded by $346 million,
including a $723,000 postpetition catch-up contribution due
September 15, 2009, that was intentionally not paid by the
Debtors. The Visteon Systems C&B plan and the Caribbean Plan
are also described as being underfunded by $111 million and
$3 million, respectively, including postpetition catch-up
contributions due September 15, 2009, of $730,000 and $200,000
that were not paid by the Debtors. The Visteon C&B Plan and the
Caribbean Plan provide benefits to over 5,500 retired employees.
Under the Debtors' proposed Plan of Reorganization, the VPP, the
Visteon C&B and the Caribbean Plan are proposed to be terminated
and control surrendered to the Pension Benefit Guaranty
Corporation.
"If, as proposed by the Debtors, the VPPs are terminated, the
plan participants in each of the VPPs will suffer irreparable
harm in the form of the loss of hundreds of millions of dollars
of earned pension benefits," says Christopher A. Ward, Esq., at
Polsinelli Shughart PC, in Wilmington, Delaware, co-counsel to
Interim Ad Hoc Committee of VPP Participants.
Under the Disclosure Statement, the Debtors have stated that they
believe the cost of maintaining the VPPs by the Reorganized
Debtors would be $260 million through the year 2015. They have
also asserted that the termination of the VPPs is necessary to
preserve Visteon's post-confirmation liquidity and potentially
the feasibility and ultimate confirmation of the Plan.
Mr. Ward contends that the Debtors have provided no detailed
analysis to support their conclusions that the termination of the
VPPs is the only course of action that can be taken to secure
their post-confirmation success and in fact, have openly
expressed that they are "receptive to alternatives other than
Pension Plan termination." In the event the VPPs are terminated
and turned over to the PBGC, the PBGC will be in charge of
administering those pension plans. The resulting turnover, Mr.
Ward points out, would then still represent a material loss to
the VPP Participants.
Despite constituting one of the primary stakeholders under the
Debtors' Plan, the group of present and former Visteon employees
has never had the proverbial "seat at the table" in these
bankruptcy proceedings, Mr. Ward laments. He emphasizes that
Visteon employees, as a whole, are unable to adequately represent
their own interests as:
(1) they do not have individual knowledge of the workings of
the bankruptcy system or their rights under the bankruptcy
code;
(2) they do not have the financial resources available to
retain competent legal counsel or other professionals to
represent their interests in these Chapter 11 proceedings;
and
(3) due to geographic limitations and the fact that they have
limited access or ability to communicate with each other,
it is difficult for them to organize as a large, cohesive
unit.
"While the claims of the VPP participants are technically
unsecured claims, these claims are not adequately represented by
the Official Committee of Unsecured Creditors," Mr. Ward tells
the Court. "None of the participants in the VPPs are a member of
the Creditors' Committee; therefore, there is no voice on the
Creditors' Committee to speak up for their claims."
As noted by the Acting Director of the PBGC, in the event the
VPPs are terminated by the Debtor and accepted by the PBGC for
takeover, "workers and retirees in the three Visteon
plans would lose almost $100 million in benefits". If the VPPs
are taken over by the PBGC, the participants' benefits under the
Pension Plans will be subject to the maximum guaranteed benefits
limitations imposed under Section 4022 of the Employment
Retirement Income Security Act and to other reductions and
limitations imposed on the amount and type of benefits that will
be payable to the participants by the PBGC.
Mr. Ward maintains that the claims of the VPP participants are
wholly unique and separate from the claims of other general
unsecured creditors, and realistically in conflict with the
claims of the pool of general unsecured creditors. He adds that
the present Creditors' Committee is not in the position to
adequately represent the interests of the VPP participants when
the interests of the Creditors' Committee's constituents are
divergent from and in conflict with those of the VPP
participants.
"Due to the inherent conflict that exists between the interests
of the Creditors' Committee constituents and those of the VPP
participants, the Creditors' Committee cannot wear two hats," Mr.
Ward adds.
Status Conference Set
The Court will convene a status conference on whether it should
require appointment of an official committee of participants in
the Visteon Systems C&B Plan, the Caribbean Plan, and the VPP on
January 21, 2010, at 11:00 a.m.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
VISTEON CORP: Retirees Oppose Transfer Of Pension Debts to PBGC
---------------------------------------------------------------
Fifty-eight retirees, for the period from January 4 to 14, 2010,
sent letters to Judge Sontchi, seeking denial of Visteon Corp.'s
request to move their current pension liabilities to the Pension
Benefit Guaranty Corporation.
As previously reported, the Debtors' plan of reorganization
contemplates, among other things, the termination of the Visteon
Pension Plans. The Plans will be transferred under PBGC's
control. As a result, the PBGC will receive the remaining
portion of the New Visteon Common Stock after the Term Loan
Lenders' Claims are satisfied. The Plan provides for the
termination of the Visteon Plans to ensure the liquidity of the
Reorganized Debtors and potentially the feasibility and ultimate
confirmation of the Plan.
The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
WASHINGTON MUTUAL: Court OKs Grant Thornton Additional Work
-----------------------------------------------------------
Washington Mutual Inc. and its units obtained the Court's
authority to employ Grant Thornton LLP as their tax advisors nunc
pro tunc to November 2, 2009, for the additional purpose of
assisting them in recovering certain federal tax refunds.
To accommodate the informal objection raised by the Office of the
U.S. Trustee, the Proposed Order, which the Court subsequently
entered, has been revised to delete a provision authorizing Grant
Thornton to provide additional tax consulting services without
further Court order, Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, related in a declaration
filed with the Court.
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: Plan Exclusivity Hearing on Feb. 22
------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp., ask Judge Mary
F. Walrath of the United States Bankruptcy Court for the District
of Delaware to further extend their exclusive right to:
(a) file a plan of reorganization through March 26, 2010; and
(b) solicit acceptance of that plan through May 26, 2010.
The Debtors' current Plan Filing Period expires on January 19,
2010, while their Exclusive Solicitation Period ends on March 22.
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that since the Petition
Date, the Debtors have made significant progress in administering
their Chapter 11 cases and have taken steps necessary, to the
extent possible, for confirmation of a plan of reorganization,
including:
(a) hiring several former Washington Mutual Bank employees;
(b) gaining access to important business records;
(c) filing required schedules and monthly financial reports;
(d) entering into an agreement with JPMorgan Chase Bank, N.A.,
concerning the payment of certain vendors;
(e) transferring WaMu's 401 (k) plan to JPMorgan;
(f) reviewing and rejecting unnecessary and burdensome
contracts and leases;
(g) reconciling claims and the filing of 19 omnibus claims
objections;
(h) facilitating the sale of certain of the Debtors'
investments;
(i) liquidating the estates' assets, including those held in
certain Rabbi Trusts;
(j) securing assets that rightfully belong to the Debtors,
including the proceeds of the American Savings Bank
litigation; and
(k) undertaking a complex tax analysis, filing tax returns and
reconciling related claims.
Notwithstanding these accomplishments, Mr. Collins relates, there
is still substantial uncertainty regarding the ownership of the
Debtors' most significant assets, as demonstrated by their
pending litigation with JPMorgan and the Federal Deposit
Insurance Corporation. The complexities at issue in these
Chapter 11 cases, the "unresolved contingencies," relating to the
ownership of assets, and the unique challenges arising from the
reconciliation of claims warrant an extension of the Debtors'
Exclusive Periods, Mr. Collins avers.
As described in prior requests to extend the Exclusive Periods,
the Debtors' cases are both large and complex, Mr. Collins
states. The complexity of the Debtors' cases is due, in large
part, to the placement of WMB into receivership and the
subsequent sale of substantially all of WMB's assets to JPMorgan,
he points out. JPMorgan has claimed that it has legal title to
and beneficial interests in a variety of assets claimed by the
Debtors, including, without limitation, the Deposit Funds, trust
securities, tax refunds, goodwill judgments, trust assets,
stocks, intellectual property, contractual rights, and the
pension plan.
The Debtors insist that resolution of at least certain of the
legal and economic issues that are the subject of the litigation
with JPMorgan is essential for the formulation of a Chapter 11
plan in their bankruptcy proceedings. It is extremely difficult,
if not impossible, for the Debtors to propose a feasible plan
unless they know the amount of assets available for distribution
to creditors as well as the magnitude of claims against the
Chapter 11 estates, Mr. Collins explains.
The Court's authorization for "a short and final extension of the
Exclusive Periods" will allow the Debtors to continue making
progress on their efforts to formulate a Chapter 11 Plan, Mr.
Collins notes.
Judge Walrath will convene a hearing on February 22, 2010, to
consider approval of the Debtors' request. Objections, if any,
must be filed by January 29.
By operation of Rule 9006-2 of the Local Rules for the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
Exclusive Periods are automatically extended until the Court
has had an opportunity to consider and act on the Debtors'
extension request.
Lawsuit Among Parties
Washington Mutual filed a suit in March 2009 against the FDIC
before the U.S. District Court in Washington after its claim in
the bank receivership was denied. The Debtor seeks to recover
$6.5 billion in capital contributions, $4 billion in preferred
securities and $3 billion in tax refunds. The lawsuit contends
the FDIC sold the bank for substantially less than the assets were
worth. The holding company believes the bank's assets were worth
more than the bank's debt.
In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.
In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.
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: Regulators Oppose Rule 2004 Probe
----------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure and Local Rule 2004-1 of the United States Bankruptcy
Court for the District of Delaware, Washington Mutual, Inc., and
WMI Investment Corp. are asking the Court to compel the production
of documents and examination of witnesses from regulatory
entities, rating agencies, former WaMu suitors, banks, and
professionals in connection with the Debtors' investigation of
certain prepetition conduct that may unearth estate claims.
Specifically, the Debtors seek to conduct Rule 2004 Exams on
these parties:
(1) The Federal Deposit Insurance Corporation
(2) The Office of Thrift Supervision
(3) The Office of the Comptroller of the Currency
(4) the Board of Governors of the Federal Reserve System
(5) The U.S. Department of the Treasury
(6) The U.S. Securities and Exchange Commission
(7) Former U.S. Treasury Secretary Henry M. Paulson, Jr.
(8) Moody's Investors Service
(9) Standard and Poor's Corporation
(10) Banco Santander, S.A.
(11) Toronto-Dominion Bank
(12) TD Bank, N.A.
(13) Wells Fargo, N.A.
(14) Federal Home Loan Bank-San Francisco
(15) Federal Home Loan Bank-Seattle
(16) The Goldman Sachs Group, Inc.
(17) PricewaterhouseCoopers
(18) Equale & Associates
(19) Richard F. Holt
(20) David Horne, LLC
The "Knowledgeable Parties" are likely to have information
currently unobtainable by the Debtors relevant to potential
estate claims sounding in business tort and tortious interference
against JPMorgan, Rafael X. Zahralddin-Aravena, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, asserts, on behalf of the
Debtors.
The Debtors specifically seek from the Knowledgeable Parties
documents and information relating to WaMu's acts, conduct, or
property, or their liabilities and financial condition, and any
other matter which may affect the administration of their Chapter
11 estates, Mr. Zahralddin-Aravena says.
Parties React
Citing the Debtors' failure to establish cause for their request
for the production of documents and examination of witnesses
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure and Local Rule 2004-1 of the United States Bankruptcy
Court for the District of Delaware, ten regulatory entities,
rating agencies, former Washington Mutual Inc. suitors, banks,
and professionals entities contend that the Rule 2004 Motion
should be denied.
The Debtors have previously stated that "Knowledgeable Parties"
are likely to have information they currently are unable to
obtain, with respect to the business tort and tortious
interference against JPMorgan Chase Bank, National Association,
in connection with the Debtors' investigation of certain
prepetition conduct that may unearth estate claims.
The Debtors seek from the Knowledgeable Parties documents and
information relating to, among others, property, liabilities and
financial condition of WaMu Inc., and any other matter which may
affect the administration of their Chapter 11 estates.
The Federal Deposit Insurance Corporation, in its capacity as
receiver for Washington Mutual Bank, argues that the Rule 2004
Motion "represents a misuse of the discovery power under Rule
2004 . . . that would impose unnecessary burden and expense on
numerous third parties . . . in order [for the Debtors] to
investigate potential claims against JPMorgan."
Representing the FDIC-Receiver, M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, contends
that contrary to the Debtors' contention, their purported
Discovery is unrelated to the two adversary proceedings they
initiated against JPMorgan, but is related to a pending action
litigated in the U.S. District Court for the District of Delaware
against the FDIC-Receiver. Mr. Cleary elaborates that the FDIC-
Receiver "is and always has been a party to that Action and
therefore, the Debtors cannot seek discovery against the FDIC-
Receiver that relates to that pending action." Moreover, at the
Debtors' request, the FDIC-Receiver Action has been stayed by the
District Court.
"Rule 2004 was not designed to permit the Debtors to avail of the
jurisdiction of a federal district court, ask the Bankruptcy
Court to stay their own case, and then seek discovery relating to
that Stayed Action in the guise of a purported investigation of
potential claims," Mr. Cleary points out, on behalf of the FDIC-
Receiver.
In addition, the Debtors failed to comply with the Court's Local
Bankruptcy Rule 2004-1 because they "broke off their discussions
with the FDIC without responding to a proposal to resolve the
Debtors' requests, choosing instead to file their [Rule 2004
M]otion and inviting further discussion only after the [M]otion
was filed," Mr. Cleary tells the Court.
The Rule 2004 examination request unnecessarily and
inappropriately burdens the Court, interferes with the existing
administrative processes of federal banking regulatory agencies,
and interferes with FDIC-Corporate's ongoing document production
in response to a broad subpoena, says Ashley Doherty, Esq., in
Arlington Virginia, on behalf of FDIC, acting in its corporate
capacity.
Meanwhile, the Office of Thrift Supervision maintains that the
Debtors' attempt to justify their Rule 2004 exam request consists
almost entirely of a repetition of allegations, and not
established facts, relating to the JPMorgan dispute. Hence, the
Debtors have failed to show "good cause" for the Rule 2004
Examination, OTS Acting Chief Counsel Deborah Dakin, Esq., says,
citing In re Wilcher, 56 B.R. 428,434 (Bankr. N.D. Ill. 1985).
Through their examination of JPMorgan, the Debtors should have
uncovered more than enough evidence to determine whether they
have viable business tort claims to assert, Ms. Dakin points out.
"However, the Debtors are seeking to burden OTS with an overbroad
Rule 2004 Examination in an attempt to make it a pawn for their
litigation tactics against JPMorgan. The Rule 2004 Motion should
therefore be denied."
The Federal Home Loan Bank of San Francisco objects to the
Debtors' request to the extent it purports to impose burden or
obligation in excess of the requirements of the discovery
provisions of the Bankruptcy Rules; and to the extent it "is
unduly burdensome, annoying, harassing, oppressive, overly broad,
seeks information neither relevant to the subject matter of the
action nor reasonably calculated to lead to the discovery of
admissible evidence and exceeds the bounds of the legitimate
purposes of discovery," Michael P. Morton, Esq., in Wilmington,
Delaware, emphasizes.
On behalf of the SF Federal Home Loan Bank, Mr. Morton notes that
the Rule 2004 exam request seeks information which is
confidential or proprietary in nature, or which constitutes its
protected commercial information, while exceeding the scope of
examination set forth under Rule 2004. Mr. Morton adds that the
request seeks to circumvent the procedural safeguards provided
under Rule 2004.
Kevin Dean Solonsky, Esq., senior counsel at the Securities and
Exchange Commission, notes that the Debtors only mentioned the
involvement of the SEC in reference to an emergency order it
issued September 2008, which barred the short selling of
securities in 798 publicly traded banks, insurance companies, and
securities firms, including WaMu, in order to decrease the
likelihood of sudden and excessive price fluctuations in the
securities of publicly traded financial institutions. However,
he points out, the Debtors failed to explain the relevance of the
2008 SEC Order to establish that the SEC possesses any records
that are relevant to Debtors' potential claims against JPMorgan.
PricewaterhouseCoopers LLC takes note that the Debtors' Proposed
Subpoena attaches a list of document requests that implicate
several documents, spanning a three-year period during which PwC
provided outside auditing and other services to JPMorgan which
have nothing to do with the Debtors. In this light, PwC contends
that the requested Rule 2004 Exam would impair prematurely its
rights under Rule 45 of the Federal Rules of Civil Procedure.
Donna L. Culver, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, on behalf of PwC, argues that the Court
need not and should not rule at this time addressing the scope,
timing or other particulars of the proposed subpoena relating to
the Rule 2004 Exam. If, however, the Court elects to grant the
Debtors' request, it need only to authorize the Examination,
saving for another day, if necessary, any ruling concerning the
scope of the subpoena that would be issued, Ms. Culver insists.
Wells Fargo, N.A., says it does not object to the Debtors' Rule
2004 Motion. Wells Fargo, however, seeks to confirm that the
Rule 2004 Exam will not prematurely impair its right to respond
and object in due course to whatever subpoena the Debtors may
ultimately issue.
According to Richard W. Riley, Esq., at Duane Morris, LLP, in
Wilmington, Delaware, the Debtors' request is unwarranted as it
relates to Toronto-Dominion Bank and TD Bank, N.A., because it
seeks production of (i) the Banks' proprietary, privileged, and
confidential information, as well as attorney-client
communications and attorney work-product, (ii) documents not
within the control of the Banks, and (iii) information that far
exceeds the appropriate scope of a Rule 2004 Examination. In the
alternative, the Banks ask the Court to limit the Document
Requests contained in the Subpoena to particularly relate to,
among other things, documents concerning transactions with
JPMorgan. The Banks further ask Judge Walrath to compel the
Debtors to award costs and fees that were incurred in responding
to the Rule 2004 Motion and in producing documents pursuant to
the Subpoenas.
Standard & Poor's Corporation does not oppose the Debtors'
request, but reserves all rights with respect to any and all
discovery matters, including the assertion of any applicable
privileges, objections to any requests on any basis, and all
other rights respecting the discovery being sought by the
Debtors. S&P, which was in constructive discussions with the
Debtors to narrow the scope of the Debtors' discovery request and
resolve discovery issues, expects that the parties will continue
to cooperate with respect to discovery issues as the Chapter 11
cases progress.
Debtors Effect "Partial Withdrawal"
of Rule 2004 Exam Request
In view of separate "voluntary agreements," the Debtors partially
withdrew their request for a Rule 2004 Examination as it pertains
to these parties:
(1) The Board of Governors of the Federal Reserve System
(2) U.S. Department of Treasury
(3) Henry M. Paulson, Jr.
(4) Moody's Investors Service
In a separate filing, the Debtors submitted to the Court a
revised list of requested documents for production by S&P. The
Revised Rule 2004 Documents Requests excludes information
relating to adversary proceedings to which the Debtors are
parties.
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).
WEST AVIATION: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: West Aviation Investment, Inc.
Post Office Box 94704
Las Vegas, NV 89193
Bankruptcy Case No.: 10-10829
Chapter 11 Petition Date: January 20, 2010
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Linda B. Riegle
Debtor's Counsel: Christopher G. Gellner, Esq.
528 So Casino Cnt Blvd, 3rd Flr
Las Vegas, NV 89101
Tel: (702) 386-9393
Email: cggellner@lvcoxmail.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 $1,004,000,
and total debts of $1,531,160.
A full-text copy of the Debtor's petition, including a list of its
10 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb10-10829.pdf
The petition was signed by Sergei Sushenko, president of the
Company.
WHITE ENERGY: Court Clears Way for Ch. 11 Plan
----------------------------------------------
Law360 reports that a bankruptcy court has approved the disclosure
statement for White Energy Inc.'s reorganization plan, moving the
ethanol producer a step closer to realizing a $150 million debt
restructuring that leaves new equity in lenders' hands.
Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- owns three ethanol plants. White
Energy's plants have a combined capacity of producing 240 million
gallons of ethanol a year, making it one of the 10 largest ethanol
producers in the U.S. and the second-largest gluten maker. Two
plants are in Texas with the third in Kansas. White spent
$323 million building the plants in Texas.
The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601). Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts. The Debtors tapped The Garden City
Group Inc. as claims agent. On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.
WILD EDIBLES: Settles With Former Workers for $340,000
------------------------------------------------------
Lisa Fickenscher at crain's new york business says Wild Edibles
has reached a tentative agreement to pay $340,000 to two dozen
former and current workers who brought a labor campaign against
the company. Most of the employees no longer work for the
company.
Long Island City, New York-based Wild Edibles, Inc.--
http://www.wildedibles.com/-- sells seafood. On July 17, 2008,
Wild Edibles filed for Chapter 11 bankruptcy protected with the
United States Bankruptcy Court for the Southern District of New
York (Bankr. S.D. N.Y. Case No. 08-12746). Marc A. Pergament,
Esq., at Weinberg Gross & Pergament, LLP, represented the Debtor
in its restructuring efforts. When it filed for protection, the
Debtor listed $2,211,500 in total assets and $2,090,915 in total
debts.
W.R. GRACE: Canadian Government Says Plan is Unconfirmable
----------------------------------------------------------
Her Majesty the Queen in Right of Canada contends that the
W.R. Grace & Co. Inc.'s Chapter 11 Plan of Reorganization is not
confirmable.
According to Jacqueline Dais-Visca, Esq., senior counsel at the
Ontario Regional Office in Canada, the Debtors and the
representative counsel for the Companies' Creditors Arrangement
Act executed the 2009 Restated Settlement, to which the Crown is
not a party, as of November 16, 2009.
While the 2009 Restated Settlement purports to release Grace from
all liability for claims asserted by parties asserting claims
relating to Zonolite Attic Insulation manufactured by W.R. Grace &
Co. in Canada, it also allows the CDN ZAI Personal Injury
claimants to pursue the Crown "not just for any alleged several
liability of the Crown but also for all joint liability alleged to
be shared with Grace and channels the Crown's claim over for
contribution or indemnity to the Asbestos PI Trust Fund," Ms.
Dais-Visca relates.
"The compromise and settlement memorialized in the 2009 Restated
ZAI Settlement is the product of collusion . . . to shift
liability for Grace's joint liability onto the Crown and to
deprive the Crown of the meaningful opportunity to actively
participate in the US bankruptcy proceedings so as to limit the
Crown's exposure to ZAI and other asbestos related claims arising
from Grace's activities in Canada," Ms. Dais-Visca emphasizes.
The 2009 Restated ZAI Settlement is an undisguised attempt to
transform the Crown, a tort action co-defendant, into a guarantor
or insurer for the liability of Grace in respect of ZAI, she adds.
Ms. Dais-Visca further points out that the Plan fails to comply
with:
* Section 524(g) of the Bankruptcy Code because it subjects
the Crown's claims for contribution and indemnification
under the Section 524(g) Trust;
* Section 1122(a) of the Bankruptcy Code for classifying the
the Crown's claims for contribution and indemnification
alongside personal injury and other claims that are not
"substantially similar" to the Crown's claims;
* the absolute priority rule and prohibition on unfair
discrimination by seeking to cram down the Plan on the
impaired Class 6 Asbestos PI Claims while, at the same time,
leaving classes that are equal or junior in priority
unimpaired; and
* Sections 1123(a)(4) and 524(g)(2)(B)(ii)(V) of the
Bankruptcy Code because the Trust Distribution Procedures
implemented by the Plan will result in disparate treatment
among claims within the same class.
The Trust Distribution Procedures and the Plan also are unfair and
inequitable because it fails to clarify the procedures pursuant to
which Class 6 Asbestos PI Claims will be paid, or the percentage
that claimholders in that class will receive on their claims, Ms.
Dais-Visca notes.
Against this backdrop, the Crown asks the Court to deny
confirmation of the Plan, or in the alternative, sustain the
Crown's Objection and refuse to approve the 2009 Restated ZAI
Settlement, or classify the Crown claims over as Class 9 Claims to
be paid in full.
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Proposes Exit Financing Agreements
----------------------------------------------
Over the last two years, W.R. Grace & Co., Inc., and its units and
their financial advisor, Blackstone Advisory Partners L.P., have
maintained dialogue with prospective lenders concerning the terms
and structuring of a potential exit financing package. Based on
their analysis of the requirements of the Debtors' Plan of
Reorganization and their post-emergence working capital and
liquidity needs, the Debtors and Blackstone have concluded that
the appropriate exit financing package is likely to include (i)
one or more senior secured term loan facilities, (ii) a senior
secured revolving credit facility, and (iii) debt securities in
the form of notes issued pursuant to a registered public offering.
In May 2009, the Debtors and Blackstone launched a formal
competitive process to solicit exit financing proposals from
leading financial institutions. Despite the progress in obtaining
exit financing commitments, the Debtors, in consultation with
Blackstone, decided not to enter into a commitment. Instead, in
October 2009, the Debtors decided to consider engaging certain of
the second-round prospective lenders to act as lead bookrunners,
arrangers, or underwriters, and lead initial purchasers or lead
placement agents for the eventual exit financing on a "best
efforts" basis, Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, relates.
By this motion, the Debtors seek the Court's authority to enter
into two engagement letters providing for a "best efforts"
engagement to provide exit financing with certain exit lenders.
Specifically, the Engagement Letters consist of:
(1) the Loan Engagement Letter with Deutsche Bank Securities
Inc., and Goldman Sachs Lending Partners LLC, as
arrangers; and
(2) the Bond Engagement Letter, which relates to any
underwritten offering or private placement of debt
securities issued in connection with the transaction, or
Permanent Securities, and to any bar loan or similar debt
financing other than the Facilities and the Permanent
Securities, or the Permanent Loans with Goldman, Sachs &
Co., and DBSI, as investment banks.
"The decision to forgo a full commitment and instead engage
certain lenders in connection with a "best efforts" financing was
based on (a) the relatively high costs associated with banks
having to commit capital for an uncertain period of time; and (b)
the Debtors' determination that it would be in the best interests
of the estates to have greater flexibility on a 'best efforts'
basis than the Debtors would otherwise have in a committed
facility," Ms. Jones explains.
Terms of the Engagement Letters
The Loan Engagement Letter provides that the Arrangers are
"exclusively authorized by the Debtors to act as joint lead
arrangers and joint bookrunners in connection with the
Facilities." The Bond Engagement Letter, on the other hand,
provides that the Debtors will not offer or sell any Permanent
Securities to, or incur any Permanent Loans or borrow any similar
debt from, any third party during the term of the engagement
without the prior consent of GS&Co. and DBSI, other than:
* the Facilities, the Permanent Debt and any intercompany
Indebtedness;
* the extension or replacement of the Debtors' debtor-in-
possession credit facility, in consultation and coordination
with the Investment Banks; and
* any extension or replacement of any line of credit or other
credit facility of any foreign subsidiary, as set forth in
the Bond Engagement Letter.
The Engagement Letters "contain no commitment," Ms. Jones says.
She explains that neither the Loan Engagement Letter nor the Bond
Engagement Letter is an expressed or implied commitment by the
Arrangers or the Investment Banks to provide or arrange any
financing or to provide or purchase or place any securities or
loans or act in any roles in connection with the Exit Facilities,
or to enter into any foreign exchange or commodities transaction,
currency or interest rate swap, or other hedging or derivative
transaction.
The Commitment, if any, will only be set forth in a separate
commitment letter or other definitive documentation entered into
in connection with the Transactions, according to Ms. Jones.
The Loan and Bond Engagement Letters will terminate upon the
earliest of:
-- at any time by any Arranger with or without cause effective
upon receipt by the Debtors of notice to that effect from
that Arranger;
-- at any time by the Debtors effective upon receipt by the
Arrangers of notice to that effect from the Debtor;
-- one year after the execution of the Engagement Letters;
or
-- upon the Debtors' emergence from the Chapter 11 cases,
unless the closing of the Facilities has been consummated
on or before the emergence date.
Each of the Engagement Letters requires the Debtors to provide
indemnification to the Exit Lenders against any and all claims,
damages, losses, liabilities and expenses to any such person in
connection with or as a result of either the Indemnified Parties'
engagements or any other matter referred to in the Engagement
Letter. No indemnification will apply to the extent that an
Indemnified Party is found in a final judgment by a court of
competent jurisdiction to have liability resulting from such
Indemnified Party's gross negligence, bad faith or willful
misconduct in performing the services under the Engagement
Letters.
Pursuant to the Engagement Letters, the Debtors will pay:
(a) each Arranger an arrangement fee equal to a percentage of
the maximum face amount of the Facilities which will be
payable on the date of first funding under the Facilities.
Each Arranger will also be entitled to a fee from the
Debtors in a specified amount, or the Bar Alternate
Transaction Fee, in the event that, at any time prior to
one year after the execution of the Loan Engagement
Letter, the Debtors:
-- complete any Exit Financing that is a bar financing,
loan, credit facility or similar financing in which
Arranger or any of its affiliates does not act as a
joint lead arranger and joint lead booker; or
-- complete any Exit Financing that is a bar financing,
loan, credit facility or similar financing in which the
Arranger or any of its affiliates has less than 30% of
the total economics.
The Bank Alternate Transaction Fee, however, will not be
payable as to any Arranger in the event that the Arranger
does not elect to provide at least a certain portion of
commitments with respect to the Revolving Facility, and
does not consummate or declines to consummate the
Commitments following a customary syndication period.
The Bank Alternate Transaction Fees plus the Permanent
Debt Alternate Transaction Fees will not exceed a
specified aggregate amount, which the Debtors and the Exit
Lenders intend to file under seal.
(b) The Bond Engagement Letter as compensation for
underwriting, purchasing or privately placing any debt
securities, which will be equal to a specified percentage
of the aggregate principal amount of the debt securities,
to be paid as a discount from the purchase price of such
debt securities.
If prior to the one-year anniversary of the execution of
the Bond Engagement Letter, the Debtors (i) complete any
offering or placement of Permanent Securities in which the
Investment Bars did not act as joint lead underwriters,
joint lead initial purchasers or joint lead placement
agents, or any Permanent Loans are arranged with respect
to which the Investment Bars did not act as joint lead
arrangers or joint bookrunners, or (ii) completes any
offering or placement of Permanent Securities or any
arrangement of Permanent Loans with each Investment Bar
being allocated less than 30% of the total economics of
any such Permanent Securities or Permanent Loans, the
Investment Ban will be entitled to a payment from the
Debtors in a specified amount, or the "Permanent Debt
Alternate Transaction Fee.
(c) obligations of the Debtors arising under the Engagement
Letters, which be entitled to priority as administrative
claims under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code, whether or not the Loan Documents are
executed or any of the Exit Facilities are funded.
The Debtors will also reimburse expenses under the Exit Financing
Agreements including (i) Loan-Related Expense Reimbursement, which
is payable whether or not the Facilities are consummated, (ii) GS
Lending Partners' out-of-pocket costs under the Bond Engagement
Letter, (iii) Bond-Related Expense Reimbursement, and (iv)
GS&Co.'s reimbursement of expenses under the Bond Engagement
Letter.
In the event that the Debtors enter into an underwriting or
purchase agreement for the sale of Permanent Securities in an
underwritten offering, the Investment Banks will bear the fees and
disbursements of their counsel, other than the customary Blue Sky
and Financial Industry Regulatory Association, Inc., fees and
expenses, and expenses related to the preparation and production
of underwriting or similar transaction documents, which fees and
expenses will be borne by the Debtors, Ms. Jones says.
In a declaration filed with the Court, John James O'Connell III, a
managing director of Blackstone contends that the Exit Financing
Facilities will supply the reorganized Debtors with the necessary
capital to make payments under the Plan and to fund their day-to-
day operations and working capital needs after the effective date
of the Plan.
Mr. O'Connell avers that the depth and breadth of market
knowledge, experience and contacts that the Exit Lenders can
provide will be critical to dealing with evolving, unpredictable
credit markets and successfully presenting the Debtors'
creditworthiness to those markets. Given the volatility of the
credit markets and the uncertainty regarding when the Plan might
go effective, engaging the Exit Lenders, in anticipation of
confirmation of the Plan, is in the best interests of the Debtors,
he says.
According to Mr. O'Connell, the percentage of the total Exit
Facilities represented by the undisclosed Break-up Fees "is well
below the range of acceptable percentages for break-up fees in
committed financings." The Debtors and the Arrangers and the
Investment Banks have conducted extensive arm's-length
negotiations in good faith regarding the terms of the original
engagement proposals that resulted in modifications favorable to
the Debtors, Mr. O'Connell assures the Court.
Debtors Seek to File Engagement Letters Under Seal
The Debtors also ask the Court to allow them to file the
Engagement Letters under seal due to confidentiality concerns.
The Exit Lenders have noted that the Engagement Letters contain
sensitive commercial information, specifically with respect to the
Bank Alternate Transaction Fee and the Permanent Debt Alternate
Transaction Fee.
The Exit Lenders, however, have agreed to disclose the total
aggregate fees, without any breakdown in calculation of the fees
attributable to the Exit Lenders potentially due and owing to the
Exit Lenders or their affiliates in connection with the Engagement
Letters. The Debtors estimate that the total aggregate fees for a
financing of up to $1.2 billion is up to approximately $30
million, which includes the amount of the Break-up Fees, if
applicable.
The Exit Lenders have consented to the Engagement Letters being
shared on a confidential basis with the office of the U.S.
Trustee, any ad-hoc or statutorily appointed committees of
creditors or equity holders, the Future Claimants' Representatives
for the asbestos personal injury claimants and the asbestos
property damage claimants on a confidential basis, Ms. Jones tells
Judge Fitzgerald.
The Court will convene a hearing on February 16, 2010, to consider
the Debtors' request. Objections, if any, must be filed by
February 5.
W.R. GRACE: Proposes New $100MM Credit Facility & Hedge Agreement
-----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek the authority of
Judge Judith K. Fitzgerald of the United States Bankruptcy Court
for the District of Delaware to enter into these transactions:
(1) The new letter of credit facility, as documented by the
Postpetition Letter of Credit Facility Agreement among
certain financial institutions as Issuers; Bank of
America, N.A., or BANA, as Agent; and W.R. Grace & Co.-
Conn., as Account Party, with a commitment of
$100,000,000.
(2) A new International Swap and Derivatives Association or
ISDA 2002 Master Agreement and Schedule to the 2002
Master Agreement between Grace and BANA, governing Grace's
current and future hedging arrangements in the ordinary
course of its risk management activities, which will be
secured through the LOC Agreement by two dedicated cash
collateral accounts separate from the cash collateral
account securing the L/C Facility transactions.
(3) Certain cash collateral control agreements with BANA,
which will provide for the handling and disposition of
funds in three separate cash collateral accounts.
According to David Bernick, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, the Transactions will permit the Debtors to
terminate their existing debtor-in-possession financing facility,
which -- as documented by the Postpetition Loan and Security
Agreement dated April 1, 2001, as amended and modified --
currently provides for a financing commitment of up to
$165 million, including a letter of credit sub-commitment of
$150 million. As of December 31, 2009, the DIP Facility had (i)
no outstanding draws or other loans, and (ii) Existing Letters of
Credit in the aggregate face amount of $71 million.
The Debtors currently have a substantial positive cash position of
approximately $894 million as of December 31, 2009, and expect to
maintain a substantial cash position until emergence. However,
the Debtors will continue to need the Existing Letters of Credit
as well as additional letter of credit availability in the
ordinary course of their business. Accordingly, the Debtors
propose to:
-- satisfy their needs until then with the LOC Agreement;
-- maintain as part of their ordinary course business
operations their ongoing risk management activities, along
with the concomitant Hedging Transactions; and
-- secure their obligations under the LOC Agreement and
the 2010 ISDA Master Agreement for Hedging Transactions.
Closing arguments relating to the confirmation of the Debtors'
Plan of Reorganization are expected to conclude on January 25,
2010. In view of the complicated nature of the Chapter 11 cases,
the Debtors will not be able to consummate the Plan prior to the
DIP Facility's expiration on April 1, 2010.
Terms of New Finance Agreements
The proposed New L/C Facility under the LOC Agreement is one-year
cash collateralized with $100 million of committed availability,
which will be secured by a cash collateral account. Included
within the Commitment will be currently existing letters of credit
issued by Bank of America under the DIP Facility, which as of
December 31, 2009, were approximately $71 million, as well as
additional letter of credit availability.
Meanwhile, the 2010 ISDA Master Agreement will replace an existing
ISDA Master Agreement dated May 12, 2003, which relates to the
Debtors' engagement in risk management activities, including entry
into (i) foreign currency exchange rate forward and option
contracts to mitigate the effects of exchange rate fluctuations,
and (ii) commodity derivatives with financial institutions to
mitigate the risk of volatility of natural gas prices and other
commodities. The credit support for these Transactions is
provided through the DIP Facility, and will need to be replaced
upon the DIP Facility's expiry to the extent that Hedging
Transactions remain outstanding under the 2003 ISDA Master
Agreement at that time, Mr. Bernick explains.
The Debtors intend to replace the current collateral arrangements
documented in the DIP Facility with three separate Cash Collateral
Accounts as set forth in the LOC Agreement, the balances of which
will secure the Obligations arising from the L/C Facility and the
Hedging Transactions. Specifically, the L/C Cash Collateral
Account will secure L/C Facility obligations, while the F/X Hedge
Cash Collateral Account will secure the Debtors' F/X transactions
and the Commodity Hedge Cash Collateral Account will secure the
commodities transactions. In addition, the LOC Agreement permits
funds in each of the three Cash Collateral Accounts to be made
available to secure all Obligations, provided that the Obligations
secured by a particular Cash Collateral Account have been first
satisfied from that Account.
Pursuant to the terms of the New L/C Facility, and as provided for
by Section 364(c) of the Bankruptcy Code, there will be liens on
the three Cash Collateral Accounts and the assets contained. Once
the DIP Facility's liens have been released, which will occur when
that facility is terminated and the L/C Facility closes, there
will not be any liens on the assets that will fund the Cash
Collateral. Hence, the Debtors will not be seeking to prime any
existing liens pursuant to Section 364(d), Mr. Bernick clarifies.
BANA, for its part, "is not willing to provide the proposed L/C
Facility without the security arrangements for L/C Facility
Obligations set forth in the LOC Agreement." In this regard, the
security interests arising in the LOC Agreement have been tailored
to provide BANA with sufficient security for Obligations arising
in connection therewith, without encumbering the rest of the
Debtors' estates, as is the case with the current DIP Facility,
which provides for liens on substantially all of the Debtors'
property, Mr. Bernick explains.
A summary of the terms of the New Finance Agreements is available
for free at http://bankrupt.com/misc/Grace_NewBANAPactsTerms.pdf
Mr. Bernick informs the Court that the Debtors will not be able to
obtain an equivalent Facility on an unsecured basis from another
lender that would be relatively short-term pending the Debtors'
exit from Chapter 11. Moreover, the L/C Facility will terminate
upon emergence, and will be replaced by longer term financing. In
this light, it would be overly time-consuming and not cost-
effective to attempt to replace BANA with alternative hedging
credit support and letter of credit facility arrangements.
"Even if the Debtors were to secure such alternative financing
arrangements on equivalent terms with marginally lower fees and
expenses, any potential savings would likely be subsumed by the
additional costs associated with negotiating and implementing
agreements with another financial institution," Mr. Bernick notes.
Hence, in the analysis of their financing and business needs and
available sources of credit, the Debtors have determined that the
New Finance Agreements "will be more cost-effective and less of an
administrative burden than the current secured financing
arrangements existing under the DIP Facility."
Mr. Bernick assures Judge Fitzgerald that the Debtors have
negotiated the New Finance Agreements with BANA at arm's length
and in "good faith," as that term is defined in Section 364(e) of
the Bankruptcy Code. Hence, approval of the New Finance
Agreements will eliminate potential disruption of the Debtors'
businesses and operations that would otherwise result from
termination of the DIP Facility.
The Court will convene a hearing on February 16, 2010, to consider
the Debtors' request. Objections, if any, must be filed by
February 5.
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Resolves NuStar, et al., Plan Confirmation Objections
-----------------------------------------------------------------
Pursuant to separate stipulations reached with the Plan Proponents
consisting of the Debtors, the Official Committee of Asbestos
Personal Injury Claimants and the Official Committee of Equity
Security Holders, these parties withdrew their objections to the
Plan of Reorganization:
* NuStar Pipeline Operating Partnership L.P., NuStar Terminal
Services, Inc., on behalf of Kaneb Pipe Line Operating
Partnership, L.P. and Support Terminal, Services, Inc.; and
* certain insurers consisting of CNA Companies, Seaton
Insurance, Fireman's Fund Insurance Company and Zurich
Insurance Company.
The Plan Proponents' stipulation with Nustar provides that under
the Plan "neither the Successor Claims Injunction nor the Asbestos
Insurance Entity Injunction nor any other provision in the Joint
Plan bars Kaneb . . . from pursuing claims pursuant to the
premises/operations coverage of the Asbestos Insurance Policies
issued by Settled Asbestos Insurance Companies . . . [under] the
Joint Plan . . . to the extent that Kaneb owns property rights in
such Asbestos Insurance Policies."
The Stipulation further provides that the Plan will not permit
Kaneb to pursue Asbestos Personal Injury Claims or Asbestos
Property Damage claims. The environmental claims implicated at
the Otis Pipeline site relating to alleged jet fuel releases from
the pipeline which previously served Otis Air Force Base on the
Massachusetts Military Reservation in Sandwich, Massachusetts
are recognized not to be enjoined by either the Asbestos PI
Channeling Injunction or the Asbestos PD Channeling Injunction.
The Plan Proponents' Stipulation with the Insurers provide for
Plan modifications that eliminate the Insurers' objections with
respect to neutrality, and specifically reflect that "nothing in
the Plan . . . [will] in any way operate to, or have the effect
of, impairing any Asbestos Insurance Entity's legal, equitable or
contractual rights, if any, in any respect; and . . . the rights
of each Asbestos Insurance Entity [will] be determined under the
applicable Asbestos Insurance Policies, Asbestos In-Place
Insurance Coverages, Asbestos Insurance Reimbursement Agreements,
or Asbestos Insurance Settlement Agreements."
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
* Fulbright & Jaworski Names Seven New Partners
-----------------------------------------------
Fulbright & Jaworski L.L.P. has elevated six senior associates and
a senior counsel from core practice areas to join the firm's
global partnership spanning 16 cities worldwide.
The new Fulbright & Jaworski L.L.P. partners are: Efren Acosta,
Houston; Scott Paul Drake, Dallas; Patrick Joseph Gallagher,
Minneapolis; Michelle Pardo, Washington, D.C.; Carlos Rainer,
Houston and Peter Stokes, Austin. Also Mohammed Al-Ghamdi was
admitted as a partner in Fulbright & Jaworski International LLP in
the firm's Riyadh office.
"We are delighted to welcome this outstanding group of new
partners, who come from diverse backgrounds and practice areas
ranging from white collar defense, intellectual property and
securities litigation to those providing guidance on transactions
in Latin America and the Middle East," said Steven B. Pfeiffer,
the Chair of Fulbright's Executive Committee. "Each understands
and embodies our firm's commitment to putting the needs of our
clients at the forefront and offering top-notch service. They
represent the future of our firm."
Litigation and Dispute Resolution
Scott Paul Drake is a commercial litigator who represents national
and international companies in a broad range of business
litigation matters. He primarily focuses on prosecuting and
defending claims in complex business disputes in a variety of
industries, including the healthcare and securities industries.
Having appeared in state, federal and bankruptcy courts across the
country, Mr. Drake represents a geographically diverse set of
clients. He received his J.D. with honors from The University of
Texas School of Law in 2000 and his B.B.A. in Management from
Texas A&M University in 1997. Mr. Drake was admitted to practice
law in Texas in 2000.
Michelle Pardo focuses on complex civil, administrative and white
collar litigation at both the trial and appellate levels. She has
handled cases including employment discrimination, general
commercial and tort litigation, white collar defense and
government investigations. Ms. Pardo also has experience in jury
and bench trials, managing discovery, class actions, settlement
negotiations, mediation and arbitration. She has served as a
legal spokesperson in both print and broadcast national media
while defending a client in high profile litigation. Ms. Pardo
received her J.D. magna cum laude in 1997 from Catholic University
of America, Columbus School of Law and her B.A. cum laude in 1992
from Loyola College. She is admitted to practice in Maryland and
the District of Columbia.
Carlos Rainer concentrates on complex commercial, business and
corporate litigation matters. He often advises senior management
and officers and directors of Fortune 500 companies on matters
pertaining to antitrust and competition law, securities
litigation, corporate governance and compliance, and internal
investigations in response to government enforcement actions,
subpoenas, and requests for information. Mr. Carlos has extensive
litigation experience in state and federal court, and represents
clients in matters before the Securities and Exchange Commission,
Department of Justice, Department of Commerce and various Texas
state enforcement agencies. Mr. Carlos received his J.D. in 2000
from The University of Texas School of Law and his B.A. summa cum
laude in 1996 for History and English from Sam Houston State
University. He was admitted to practice in Texas in 2000.
Peter Stokes represents clients in securities lawsuits and other
complex commercial litigation, arbitration, and appellate matters.
He has significant experience defending clients against
shareholder class and derivative lawsuits, including financial
restatements, mergers and acquisitions, tender offers, auction
rate securities and cases involving allegations of GAAP
violations, insider trading, antitrust violations, options
backdating and breaches of fiduciary duty. Mr. Stokes has co-
authored the annual State Bar of Texas Fifth Circuit Securities
Update for seven consecutive years, and has clients that range
from brokerage and energy companies to individual officers and
directors. Mr. Stokes received his J.D. in 2000 from Harvard Law
School and his B.A. in 1997 from Rice University. He is admitted
to practice law in Texas.
Corporate
Efren Acosta handles corporate matters focusing on mergers and
acquisitions for private and public companies with a concentration
in the manufacturing and oilfield services industries. Mr. Acosta
works closely with companies and private equity firms domestically
and internationally in connection with acquisitions, dispositions,
joint ventures, venture capital investments and private placements
and is a member of the firm's Latin America Practice Group. He
regularly advises clients concerning general corporate matters.
Mr. Acosta received his J.D. in 2000 from The University of
Houston Law Center and his B.A. from the University of Houston.
He is admitted to practice law in Texas.
Mohammed Al-Ghamdi, is a new partner in Fulbright & Jaworski
International LLP in Riyadh, where he focuses on commercial
transactions, joint ventures, licensing and distribution
agreements, employment law, regulatory compliance and other
aspects of doing business in the Kingdom of Saudi Arabia. He has
significant experience handling commercial litigation in the Saudi
courts and with local and international arbitration. Mr. Al-
Ghamdi previously worked in Washington, D.C., as an international
legal consultant, and received a letter of appreciation and prize
from Prince Bandar bin Sultan bin Abdul Aziz, the Saudi Arabian
Ambassador to the United States of America, for achievement of
high academic standing in legal studies. Mr. Al-Ghamdi received
an LL.M in International Business Law in 1997 and an LL.M in
International Legal Studies in 1996, both from American
University. He received his LL.B. in 1990 from Cairo University.
Intellectual Property
Patrick Joseph Gallagher concentrates on trademark and copyright
issues, as well as other intellectual property matters. He has
extensive experience in trademark clearance, investigation,
prosecution, client counseling and management of domestic and
international trademark portfolios. Mr. Gallagher also handles
trademark and unfair competition litigation, enforcement, and
opposition and cancellation proceedings, Internet domain name
disputes and proceedings and trademark licensing. He received his
J.D. cum laude from William Mitchell College of Law in 1999, where
he served as Editor-in-Chief of the William Mitchell Law Review,
and his B.A. in 1991 in English and Political Science from Hamline
University. Mr. Gallagher is admitted to practice law in
Minnesota.
Fulbright & Jaworski L.L.P.
Founded in 1919, Fulbright & Jaworski L.L.P. is a leading full-
service international law firm, with nearly 1,000 lawyers in 16
locations in Austin, Beijing, Dallas, Denver, Dubai, Hong Kong,
Houston, London, Los Angeles, Minneapolis, Munich, New York,
Riyadh, San Antonio, St. Louis and Washington, D.C. Fulbright
provides a full range of legal services to clients worldwide.
The 2009 BTI survey of FORTUNE 1000 general counsel chose
Fulbright as "The BTI Client Service 30" and Corporate Board
Member magazine named Fulbright among the top 20 corporate law
firms in the U.S. in its survey of board members of public
companies.
* Offit Kurman Attorneys Named as 2010 Maryland Super Lawyers
-------------------------------------------------------------
Offit Kurman disclosed that nine attorneys were named as 2010
Maryland Super Lawyers and Rising Stars, published in the January
2010 issue of the Maryland Super Lawyers. They each exemplify the
expertise and level of commitment to exceeding clients'
expectations that have become hallmarks of Offit Kurman. For more
than twenty years, dynamic businesses and the people who own and
operate them have counted on us as their most trusted legal
advisers. In return, we deliver results and a level of
personalized attention that has helped make us one of the fastest
growing legal service providers in the mid-Atlantic region.
Our lawyers selected as 2010 Maryland Super Lawyers are:
Joseph Bellinger, Jr - Bankruptcy & Creditor /Debtor Rights
Michael Donnelly - Estate Planning & Probate
Howard Kurman - Employment & Labor
Ronald Ogens - Family Law
Max Stadfeld - Construction/Surety
Harold Walter - Business Litigation
Our lawyers selected as 2010 Maryland Rising Stars are:
Erik Arena - Family Law
Alex Allman - Business Litigation
Rajiv Goel - Elder Law
About Offit Kurman
Offit Kurman is a growing, dynamic, full-service law firm serving
clients in the mid-Atlantic region. With offices serving
Washington DC, Baltimore and Philadelphia, Offit Kurman is a
trusted legal advisor for commercial litigation, business law,
insurance recovery, real estate, intellectual property, labor and
employment, construction law, entertainment law, estate planning,
asset protection, elder law, health care law, landlord
representation and family law.
* BOOK REVIEW: Instincts of the Herd in Peace and War
-----------------------------------------------------
Author: Wilfred Trotter
Publisher: Beard Books
Softcover: 264 pages
List Price: $34.95
by Henry Berry
Instincts of the Herd in Peace and War examines how individuals
become involved in social groups and how this affects their
involvement in a nation, the ultimate social group. According to
Trotter, human beings are, by nature, "gregarious," and their
gregariousness is instinctive. Consequently, individuals are
compelled to attach themselves to a primary social group and
assume a role within it. Individuals may form attachments to
other groups and take different or modified roles within them, but
it is their attachment to, identification with, and role within a
primary group that lends them their personal identity, sense of
purpose, and sense of self-worth and fulfillment.
Although a nation is the ultimate group, it becomes the primary
social group only in the case of war. To Trotter, war and peace
are not mutually exclusive social states. They form a continuum
of historical social states that comprise the entirety of all
possible social states. There can be no utopias, nor can there be
eternal wars. The flow of events brings periods of peace and war.
The events in Europe preceding World War I -- the period during
which Trotter wrote the first edition of his book -- were a test
case for the author's observations and conclusions. The people of
England, France, Germany, and other European nations became
focused on defending their nations against external enemies.
Societies (i. e., nations) underwent upheaval as their people
turned from limited involvement with smaller social groups to
large-scale involvement in national defense.
Trotter's book is recognized as a classic in the field of
sociology, a relatively new science in the latter 1800s and early
1900s. Trotter and others sought to understand the group dynamics
of democratic societies, which were replacing the class structure
of aristocratic, hierarchal societies. Trotter also sought to
counter the misleading effects of psychology, especially the
influence of Freudian psychology, which saw individuals as
influenced mostly by inner, largely subconscious feelings and
experiences.
Trotter argues that psychology is not an independent field. Says
the author, "The two fields -- the social and the individual --
are absolutely continuous; all human psychology, it is contended,
must be the psychology of associated man, since man as a solitary
animal is unknown to us . . . ." Even a hermit is born in
society; and society has an interest in hermits for what they may
reflect about conditions of society.
This reprint is the second edition of Trotter's classic work. The
second edition includes the author's 45-page "Postscript of 1919,"
assaying the conditions of peace after World War I had ended.
"With the cessation of war this great stream of moral power [in
defending the nation] began rapidly to dry up at its source,"
observes Trotter. He proffers that the aim of statecraft is
keeping this "great stream of moral power" in times of peace. He
believes that the progressive evolution of society can be
accomplished by a "scientific statecraft [applying] the intellect
as an active factor in the direction of society."
While basically a work of sociology, Trotter's book can be a
picture of individual and group behavior for leaders in any
organization where motivation, unity, and progress are important.
This includes business leaders, especially leaders of larger
companies with multiple business sites and different employee
segments. Business leaders will immediately grasp the truth and
relevance of the author's view of society and glean from it
essential lessons and leadership principles, practices, and goals.
Wilfred Trotter (1872-1939) was an English surgeon as well as an
influential sociologist.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.
Copyright 2010. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 240/629-3300.
*** End of Transmission ***