/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100210.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 10, 2010, Vol. 14, No. 40 Headlines 800 WILSHIRE: Case Summary & 20 Largest Unsecured Creditors ABITIBIBOWATER INC: ACI Sells Saint-Raymond Assets ABITIBIBOWATER INC: Ernst & Young Named Administrators for UK Unit ABITIBIBOWATER INC: Panel Wants to Pursue Claims vs. Wells Fargo AFFILIATED COMPUTER: Fitch Raises Issuer Default Rating From 'BB' AFFILIATED COMPUTER: Moody's Raises Senior Ratings From 'Ba2' AGE REFINING: Case Summary & 20 Largest Unsecured Creditors ALLIS-CHALMERS ENERGY: Dimensional Fund Reports 4.07% Stake ALLIS-CHALMERS ENERGY: Board Increases Salary of 5 Exec. Officers AMERICAN AXLE: Swings to $48.6 Million Net Income in 4th Quarter AMR CORP: JAL Opts to Remain with Oneworld Alliance APPLETON PAPERS: Supplements Indenture to 11.25% Notes ARENA MEDIA: Files for Reorganization in Manhattan ARENA MEDIA: Voluntary Chapter 11 Case Summary ASARCO LLC: Appeals Court Hears TCEQ-Shapleigh Dispute ASARCO LLC: Pact Provides $194 Mil. for Resource Restoration ASARCO LLC: Pledges to Prevent Dust Violations in Arizona ASAT HOLDINGS: Receives Majority Consent to Amend Terms of Notes ASAT HOLDINGS: To Convene General Meeting on February 11 ASAT HOLDINGS: To Hold Shareholders Meeting on February 11 ATLANTIC MARINE: Moody's Affirms 'B2' Corporate Family Rating AVISTAR COMMUNICATIONS: Awards $250,000 Bonus to Dr. Rodde BACHRACH ACQUISITION: Gets OK to Hold an February 22 Auction BANK OF AMERICA: Andrew Cuomo Files Suit on Merrill Takeover BALLY TOTAL: Names Former UA Executive Dennis Cary as Sr. VP & CMO BEAZER HOMES: Earns $47.99 Million in Fourth Quarter 2009 BERNARD MADOFF: Penthouse Apartment to Be Sold BI-LO LLC: Eyes Emergence as Stand-Alone Entity by Mid-April BLUEGOLD CAPITAL: Downplays Rumors on Big Losses, Liquidation BOMBARDIER INC: Fitch Expects to Put 'BB+' Rating on $1 Bil. Notes BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes BOMBARDIER INC: S&P Assigns 'BB+' Rating on $1 Bil. Senior Notes BRENAN FRANCISCO: Case Summary & 20 Largest Unsecured Creditors BRIDGEVIEW AEROSOL: Gets 4th Interim Access to Cash Collateral CAL INVESTMENTS: Asks for Court's Nod to Use Cash Collateral CAPITAL GROWTH: Jim McDevitt Steps Down as Chief Fin'l Officer CAROLYN RUSSELL: Case Summary & 12 Largest Unsecured Creditors CATHAY GENERAL: Fitch Affirms Issuer Default Ratings at 'BB' CHIPMOS TECHNOLOGIES: Applies to Transfer NASDAQ Listing CHRYSLER LLC: Pledges US$550-Mil. to Build Fiat 500 in Mexico CHRYSLER LLC: Rejected Dealers Lose Fight Over Contracts CHRYSLER LLC: Has Protocol for Treating Contracts CHRYSLER LLC: Maricopa County Opposes Confirmation of Plan CHRYSLER LLC: New Chrysler Says It's LOC Beneficiary CHRYSLER LLC: New Chrysler Takes Contract With GEM & GSA CHRYSLER LLC: Wants to Enforce Stay vs. Dealers for Third Time CIRCUIT CITY: EA to Pay $5.2M to Settle Resale Dispute CITIGROUP INC: To Unload Unwanted Assets; in Talks with P/E Firms CMH INC: Voluntary Chapter 11 Case Summary CONVERA CORP: Files Certificate of Dissolution COOPER-STANDARD: Disclosure Statement Hearing on March 9 COOPER-STANDARD: Files Proposed Plan of Reorganization COOPER-STANDARD: Treatment of Claims Under Plan CORNERWORLD CORP: October 31 Balance Sheet Upside-Down by $60,000 CORUS BANKSHARES: Has Yet to File September 30 Quarterly Report CROSS CANYON: Files Prepackaged Reorg. Plan, Disclosure Statement CRYOPORT INC: Okays 1-for-10 Reverse Stock Split of Common Stock CRYOPORT INC: Inks Amended Agreement with Enable Growth DELTA AIR: JAL Opts to Remain with Oneworld Alliance DRINKS AMERICAS: Posts $1.6 Million Net Loss in October 31 Quarter EDISON FUNDING: S&P Withdraws 'BB+' Counterparty Credit Rating ESCADA AG: EUSA Wants Plan Exclusivity Until March 31 ESCADA AG: O'Melveny Charges $661,000 for Aug.-Nov. ESCADA AG: US Debtor Changes Name to EUSA Following Sale EXANET INC: Gets Undisclosed Bid for Assets from Dell FAIR FINANCE: Involuntary Chapter 7 Case Summary FAIRPOINT COMMS: GWI Dispute Under FCC Authority FAIRPOINT COMMS: Proposes March 18 Claims Bar Date FAIRPOINT COMMS: Removal Period Extended to April 26 FARR ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors FOOTHILLS TEXAS: Gets OK to Extend DIP Pact, Use Cash Collateral FOOTHILLS TEXAS: Wins Confirmation of Reorganization Plan FREESCALE SEMICONDUCTOR: Swings to $753MM Net Profit in 2009 FREESCALE SEMICONDUCTOR: Moody's Retains 'Caa1' Corporate Rating GENCORP INC: Board Approves Cash Incentive Awards to Executives GENCORP INC: Swings to $15-Mil. Net Income in Q4 GENERAL MOTORS: New GM Keeps Hands Off KLC Sublease Pact GENERAL MOTORS: Objects to Angell Putative Class' $6155MM Claim GENERAL MOTORS: Objects to L. Washington's $1.5 Bil. Claim GENERAL MOTORS: Reaches Pact With Spyker on Saab Sale GENERAL MOTORS: Lists Mediators to Work Out Unliquidated Claims GLOBAL CROSSING: Committee, Board Adopt 2010 Incentive Bonus Plan GRAHAM PACKAGING: Inks Sixth Amended Agreement Limited Partnership GREDE FOUNDRIES: Exits Chapter 11 as Merger Completed GUIDED THERAPEUTICS: Obtains New Funding From Konica Minolta HALCYON HOLDING: Pacificor Gets 'Terminator' Rights for $29.5MM ICP SOLAR: October 31 Balance Sheet Upside-Down by $10.4 Million INDUSTRY WEST: Can Hire MacConaghy & Barnier as Bankruptcy Counsel INVITEL HOLDINGS: To Delist ADSs from NYSE AMex JAPAN AIRLINES: Opts to Remain in Alliance with American JETBLUE AIRWAYS: Swings to $58-Mil. Net Income in 2009 JOAN STEWART: Case Summary & 12 Largest Unsecured Creditors KRISPY KREME: NYSE Delists Preferred Share Purchase Rights KUSHNER-LOCKE: Plan of Reorganization Wins Court Approval LAS VEGAS MONORAIL: Files Amended List of Unsecured Creditors LAS VEGAS MONORAIL: Gets Interim OK to Use Cash Collateral LAS VEGAS MONORAIL: Wants Feb. 26 Deadline for Schedules Filing LEONIDA BAUTISTA: Voluntary Chapter 11 Case Summary LERNOUT & HAUSPIE: Proposes Secret Settlement with Korean Banks LIBBEY INC: Dimensional Fund Reports 3.91% Equity Stake LIBBEY INC: Registers 4.8MM Shares for Resale by Merrill Lynch LITHIUM TECHNOLOGY: YA Global No Longer Holds Shares LRL CITI PROPERTIES: CitiApartments Units File for Bankruptcy LRL CITI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors LYONDELL CHEMICAL: Unsecured Creditors Balk at BNY Mellon Deal MAGQUIRE PROPERTIES: Agrees to End Lease at Ocean Avenue Project MALUHIA EIGHT: Voluntary Chapter 11 Case Summary MARKET STREET: Files Schedules of Assets and Liabilities MC PRECAST INC: Case Summary & 20 Largest Unsecured Creditors MCJUNKIN RED: S&P Affirms 'B' Rating on Senior Secured Notes MERCER INT'L: Harbinger Capital, et al., Report Equity Stake METRO-GOLDWYN-MAYER: Lionsgate Not Serious Contender for Assets MGM MIRAGE: Will Release Q4 and FY 2009 Results on February 18 MGM MIRAGE: Moody's Reviews 'Caa2' Corporate Family Rating MIRAMAX FILMS: Lionsgate to Submit "Aggressive" Offer MISCOR GROUP: Sells 2 Units; Provides Update on Restructuring Plan MISCOR GROUP: Must Raise at Least $1-MM by February 19 MONACO COACH: Dimensional Fund, Franklin Resources Report Stake MORRIS PUBLISHING: Files Prepackaged Joint Plan of Reorganization MOVIE GALLERY: Seeks April 5 Extension for Schedules & Statements MUELLER WATER: Moody's Affirms Corporate Family Rating at 'B2' NEW ORIENTAL: Posts $3.17-Mil. Net Loss in September 30 Quarter NEWPAGE CORP: Inks Amended Credit & Guaranty Deal With Lenders NORTEL NETWORKS: $217,700 in Claims Change Hands in 3 Weeks NORTEL NETWORKS: Employees Claims Deadline Extended to April 23 NORTEL NETWORKS: Revolver Agreements Extended to Dec. 31 NORTEL NETWORKS: Supplier Pact Extended Until March 31 NORTEL NETWORKS: Enters Into Settlement with Former Workers NORTEL NETWORKS: Enters Into Settlement with Former Workers OPUS WEST: Court Confirms Plan of Liquidation OPUS SOUTH: Lenders File Corrected Ballots for Plan Voting OPUS WEST: Sues Parent for Siphoning $150 Mil. in Earnings OPUS WEST: To Decide on Headquarters Lease at Later Date OSCIENT PHARMACEUTICALS: Wants to Sell Intellectual Property PALM BEACH: Court OK's Barry F. Mukamal as Chapter 11 Trustee PANOCHE VALLEY: Files Schedules of Assets and Liabilities PENTON MEDIA: To File Prepack Chapter 11 to Cut Debt by $270MM PROPEX INC: Trustee Sues 268 Creditors to Avoid Transfers PROPEX INC: Trustee's Report for December Quarter PROTECTIVE PRODUCTS: Proposes to Auction Certain Assets on Feb. 18 PROTECTIVE PRODUCTS: U.S. Trustee Forms 3-Member Creditors Panel PYRAMID HIGHWAY: Case Summary & 9 Largest Unsecured Creditors QUANTUM CORP: Swings to $4.64-Mil. Net Income in Dec. Quarter RAMZA PLAZA: National Commercial to Sell 298-Room READER'S DIGEST: AlixPartners Charges $6.2 Mil. for Sept-Nov Work READER'S DIGEST: Gets Nod for KPMG as Tax Consultants READER'S DIGEST: Has OK to Further Extend E&Y Work REMOTEMDX INC: Settles GPS Offender Tracking Patent Litigation RENEW ENERGY: Creditor Pushes for Ch. 7 Conversion RICK ALAN SHORT: Case Summary & 12 Largest Unsecured Creditors RIVER WEST: Can Access Joffco Square Rental Income Until March 20 RIVERBEND LEASING: Case Summary & 6 Largest Unsecured Creditors SALTON INC: Moody's Withdraws 'B2' Corporate Family Rating SENSATA TECHNOLOGIES: Files Form 10-K for Fiscal Year 2009 SEQUENOM INC: BlackRock Reports 5.99% Equity Stake SEQUENOM INC: Franklin Resources Reports 3.7% Stake SEQUENOM INC: Inks License Agreement With Optherion SKI MARKET: Court Approves Sale of Assets to Gordon Brothers STANDARD PACIFIC: Earns $82.7 Million in Fourth Quarter STANT CORP: Unsec. Claims to Get Pro Rata Share of Committee Cash STAR TRIBUNE: Employees Pay Tribute to Fallen Comrades STERLING GRACE FAITH: Case Summary & 1 Largest Unsecured Creditor SYNOVUS FINANCIAL: Ratings on Neg. Watch Due to 6th Straight Loss TANA SEYBERT: December Auction for Remaining Assets Nets $3.1-Mil. THORNBURG MORTGAGE: Hearing Today on Sale to Select Portfolio TOTES ISOTONER: Moody's Upgrades Corporate Family Rating to 'B3' TOUSA INC: Avoidance Suits Commenced vs. 1st Lien Lenders TOUSA INC: Directors & Officers Seek Dismissal of Suit TRIBUNE CO: Committee's Proposal to Prosecute 2007 LBO Claims TRIBUNE CO: Seeks Approval of Pacts With J. Faggio & New Haven TRIBUNE CO: Wants Plan Exclusivity Until June 8 TRIDENT RESOURCES: May Propose Chapter 11 Plan Until May 6 ULTIMATE ESCAPES: To Remain Listed on NYSE Amex UPSNAP INC: October 31 Balance Sheet Upside-Down by $198,500 USADOS TRUCK PARTS: Case Summary & 14 Largest Unsecured Creditors VALIDUS HOLDINGS: Moody's Assigns 'Ba1' Preferred Stock Rating VITESSE SEMICONDUCTOR: VP Michael Green Resigns from Post WORLDSPACE INC: Hearing on DIP Loan Maturity Set for February 16 WORLDSPACE INC: Wants Ch. 11 Plan Filing Extended Until April 17 WYNNEWOOD REFINING: Moody's Affirms 'B2' Corporate Family Rating ZALE CORP: Analysts Suggest Sale of Kiosk, IP Assets to Raise Cash * U.S. High-Yield Default Rate Fell to 10.7% in January, S&P Says * Upcoming Meetings, Conferences and Seminars ********* 800 WILSHIRE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 800 Wilshire Group, LLC 800 Wilshire Blvd, Suite 640 Los Angeles, CA 90017 Bankruptcy Case No.: 10-14457 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Marc Weitz, Esq. Law Office of Marc Weitz 633 W 5th St, Ste 2800 Los Angeles, CA 90071 Tel: (213) 223-2350 Fax: (213) 784-5407 Email: marcweitz@weitzlegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-14457.pdf The petition was signed by Jill Bigelow, managing member of the Company. ABITIBIBOWATER INC: ACI Sells Saint-Raymond Assets -------------------------------------------------- Abiti-Consolidated Inc. and its Canadian affiliates sought and obtained the permission of The Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior Court Commercial Division for the District of Montreal in Quebec, Montreal, Canada: (1) for Abitibi-Consolidated Company of Canada to sell the assets of the permanently closed Saint-Raymond sawmill facility to 9213-3933 Quebec Inc., as purchaser, pursuant to a Sawmill Sale Agreement for C$250,000; and (2) for Abitibi-Consolidated Inc., to sell certain of its timberlands which supply the Sawmill to Gestion Dion & Frere Inc., as purchaser, pursuant to the Saint-Raymond Timberlands Sale Agreement, which includes the same conditions, warranties and representations as the Sawmill Sale Agreement. Pursuant to the Sawmill Sale Agreement, 9213-3933 Quebec Inc. is purchasing assets consisting of land and buildings, equipment, rolling stock, machinery, tools and furniture at the Sawmill. The Sawmill, located at 175 Rue Saint-Alexis, in Saint-Raymond, Quebec, was closed in February 2008, as it was considered to be a high-cost mill and demand for lumber had declined. The high costs were attributed to (i) expensive stumpage fees and high fixed costs due to small and inaccessible annual allowable cut on "crown lands," and (ii) the lack of onsite drying capabilities. The Applicants noted that selling the Sawmill is reasonable because it would require a material investment in equipment to be competitive. ACCC also had significant excess sawmill capacity, and is operating at only 48% of capacity. The Sawmill also had significant carrying costs of C$360,000 per annum for property taxes, insurance and other costs. Moreover, the Sawmill is not part of the CCAA Applicants' strategic plan. The Timberlands, on the other hand, consisted of three small timberland parcels, totaling approximately 642 hectares owned by ACI. The Timberlands are located in areas that are difficult to access and are not strategic to ACI. In its 24th monitor report submitted to the Canadian Court, Ernst & Young, Inc., the Court-appointed monitor in the Canadian proceedings of the CCAA Applicants, related that the Sawmill and Timberlands Sale Process commenced in August 2008. "Although ACCC and ACI did not undertake a formal process to market the Sawmill and Saint-Raymond Timberlands, the Monitor is of the view that it has adequately canvassed the potential market for the Property," E&Y Vice President Alex Morrison averred. The Monitor acknowledged that the total purchase price is reasonable, taking into account the current financial conditions in the forestry sector, precedent transactions and limited interest in the Assets by prospective purchasers. The Transactions, the Monitor averred, will also eliminate the ongoing facility maintenance costs for the Assets that are no longer deemed to be core to the CCAA Applicants' business, which, on an annual basis, have totaled C$360,000. A full-text copy of E&Y's 24th Monitor Report, which reflects the details of the Saint-Raymond Transactions, is available for free at http://bankrupt.com/misc/CCAA_24thMonitorReport.pdf In its order approving the Sale Agreements, the Canadian Court noted that the Agreement for the Sale of Land and the specific Deed of Sale for the Lots will remain confidential and will be kept under seal in the Canadian Court record until the close of the Transactions. The Canadian Court declared that the Agreements will (i) transfer all right, title and interest of ACCC and ACI in the Assets; and (ii) have the effect of a sale by judicial authority in accordance with the Civil Code of Quebec and the Quebec Code of Civil Procedure. Further to the execution of the Agreements, 9213-3933 Quebec Inc. and Gestion Dion will receive good and valid title to the Assets subject to the Agreements, free and clear of any priority, charge, obligation, hypothec, security or right. The net proceeds of the Sales payable to ACI or ACCC, when not used in accordance with the Court Order, will be remitted to E&Y for safekeeping. E&Y will be charged with a hypothec in favor of US Bank, National Association, as Indenture Trustee and Collateral Trustee for the benefit of the holders of 13.75% senior notes due on April 1, 2011, the Canadian Court ruled. Monitor Presents November 2009 to January 2010 Cash Flow Results In a separate report filed with the Canadian Court, the Monitor apprised Mr. Justice Gascon of the CCAA Applicants' six-week cash flow results for the period from November 23, 2009 to January 3, 2010. The ACI Group's total receipts were approximately C$21.3 million higher than projected. Disbursements, meanwhile, were C$2.3 million lower than projected. Overall, the ending cash balance and immediately available liquidity at C$296,799 was approximately C$22.8 million higher than the ACI forecast. The actual immediately available liquidity of approximately C$296.8 million excludes certain amounts that are or will be held in escrow or in a designated account and not immediately available as liquidity to the ACI Group. As of January 3, 2010, the ACI Group had cash on hand of approximately C$251.8 million. The ACI Group also has a C$45 million ULC DIP Facility amount available upon notice, and another C$45 million available upon the Court's approval of the Facility. The ACI Group also held C$11.3 million as a result of the Recycling Sale transaction, and is expected to receive C$20.5 million as of the week ended January 17, 2010, once the Lufkin Mill transaction closes. The ACI Group projects an available liquidity of C$208.7 million at April 4, 2010, according to the Monitor. Bowater Canadian Forest Products Inc., for its part, had total receipts for the Reporting Period at approximately C$5.1 million higher than BCFPI forecast. Disbursements were C$9.4 million higher than the Forecast. Overall, the ending cash balance at C$11,420 was approximately C$6.1 million than the Forecast. BCFPI projects its liquidity at April 4, 2010, to total approximately C$10 million, not including proceeds from its Smurfit Timberland sale, the Monitor related. Other Matters According to Mr. Morrison, the CCAA Applicants currently plan to increase prices by C$50 per ton beginning March 1, 2010, which replaces the previously announced two price increases at C$25 per ton for North American newsprint customers in January and February 2010. The CCAA Applicants also intend to restart one paper machine at BCFPI's Thunder Bay Newsprint mill in February 2010. The Machine was indefinitely idled in August 2009, and is capable of producing approximately 235,000 tons of newsprint annuals. The decision to restart production at the Machine is due to the negotiation of a more favorable cost structure, Mr. Morrison reported. Confirming the Monitor's Report, The Chronicle Journal reported on February 2, 2010, that about 180 AbitibiBowater employees took part in the start-up preparations for the Machine at the Thunder Bay Plant, which is more commonly known as the No. 5 Newsprint Machine. Communications, Energy and Paperworkers Union national representative Marvin Pupeza told The Chronicle Journal that the chance of on-again, off-again work schedule at the Plant in 2009 remains a concern. "There's no guarantee that (the 2009 situation) won't be the case now. We're just going to have to wait and see," according to Mr. Pupeza. Thunder Bay Fire & Rescue Service, on the other hand, advised sledders to stay off the frozen Kam River around the mill effective immediately. "The Kam River is currently frozen, but this will change due to the (warm) water used for operating the (mill) facility being discharged back into the river," the Service bulletin noted, according to the report. A full-text copy of E&Y's 31st Monitor Report, dated January 21, 2010, is available for free at: http://bankrupt.com/misc/CCAA_31stMonitorReport.pdf About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Ernst & Young Named Administrators for UK Unit ------------------------------------------------------------------ AbitibiBowater Inc. confirmed on February 2, 2010, that its subsidiary, Bridgewater Paper Company Limited, has filed for administration in the United Kingdom. The Bridgewater Board of Directors made this decision only after all other options to keep the U.K. operations solvent were exhausted, the Company said in an official statement. AbitibiBowater is the parent company of Bridgewater Paper through its corporate subsidiaries. The facility, which has annual capacity of 220,000 tons and generated C$100 million in annual sales supplies British publishers with newsprint, The Canadian Press specified. The AbitibiBowater creditor protection proceedings, under Chapter 11 of the United States Bankruptcy Code and the Companies' Creditors Arrangement Act of Canada, are separate from Bridgewater Paper's filing for administration in the U.K., with separate and distinct legal processes. Similar to the Chapter 11 and CCAA proceedings, however, creditor protection under the administration in the U.K. "lasts for a year, but can be extended with the permission of the court," The Canadian Press noted. The possible outcomes of AbitibiBowater's creditor protection filings will not necessarily reflect on the future of Bridgewater Paper in its administration filing, and vice versa. AbitibiBowater's ongoing efforts to restructure and emerge from its creditor protection filings continue to progress in the normal course, the Company noted. The Bridgewater filing doesn't affect the British company's subsidiaries, Cheshire Recycling Ltd. and Abitibi-Consolidated Europe SA, The Canadian Press added. Joint administrators from Ernst & Young LLP have been appointed to manage the affairs, business and assets of Bridgewater Paper. The Joint Administrators are exploring various options, which will determine how the Bridgewater filing will unfold. As a result of its insolvency filing, Bridgewater Paper has "laid off a third of its workers" or 108 of 300 employees, The Canadian Press reported on February 4, 2010. In an e-mail to the newspaper, E&Y spokeswoman Vicky Conybeer said that "it is too early to say if any further changes will be implemented." "We recognize the impact the filing has on our U.K. employees and business partners; however, these actions were necessary and represent the best course of action going forward," stated David J. Paterson, AbitibiBowater President and Chief Executive Officer. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Panel Wants to Pursue Claims vs. Wells Fargo ---------------------------------------------------------------- Wells Fargo Bank, National Association, is the successor-in- interest to Goldman Sachs Credit Partners L.P., in its capacity as administrative agent and collateral agent under that certain Credit and Guaranty Agreement dated as of April 1, 2008, as amended. Lenders under the Credit Agreement provided a $400,000,000 term loan and other accommodations for the benefit of the Debtors and its affiliates as borrowers. Specifically, within two years of the Petition Date, certain affiliates of the Debtors -- consisting of (i) Abitibi- Consolidated Corp., (ii) Donohue Corp., (iii) Abitibi- Consolidated Alabama Corporation, (iv) Augusta Woodlands, LLC, (v) Alabama River Newsprint Company, (vi) 6169678 Canada Incorporated, (vii) 3834328 Canada Inc., (viii) Abitibi- Consolidated Nova Scotia Incorporated, (ix) Terra Nova Explorations Ltd., (x) The Jonquiere Pulp Company, (xi) The International Bridge and Terminal Company, (xii) Scramble Mining Ltd., (xiii) Abitibi-Consolidated Canadian Office Products Holdings Inc., (xiv) Marketing Donohue Inc., (xv) 3224112 Nova Scotia Limited, (xvi) Donohue Recycling Inc., and (xvii) Produits Forestiers Saguenay Inc. -- became New Guarantors under the Wells Fargo Credit Agreement and granted liens in favor of the Agent for the benefit of the Lenders. The Borrowers' obligations are secured by first priority continuing pledges, liens and security interest, which includes all inventory and accounts receivable, certain fixed assets, and all cash and non- cash proceeds, products, offsprings, rents, and profits. Pursuant to the Court's final order dated July 1, 2009, approving the Amended and Restated Guaranteed Receivables Purchase Agreement among (i) Abitibi-Consolidated, Inc., and Abitibi Consolidated Sales Corporation or "the Abitibi Group" as Originators, (ii) Abitibi Consolidated U.S. Funding Corp. and Donohue Group as Guarantors, (iii) Citibank, as Agent, and (iv) Barclays Capital Inc., as Syndication Agent, the Official Committee of Unsecured Creditors preserved its right to contest the scope, validity, perfection, or amount of claims of Wells Fargo, Neil B. Glassman, Esq., at Bayard, P.A., in Wilmington, Delaware, relates on behalf of the Creditors' Committee. In accordance with the Final Securitization Order, the Debtors stipulated and agreed (i) that Wells Fargo and the Lenders hold valid and perfected security interests in their collateral; (ii) to the amount of outstanding debt under the Wells Fargo Credit Agreement; and (iii) that the Debtors irrevocably waive and relinquish any claims against Wells Fargo. Following an extensive investigation, the Creditors' Committee determined that certain liens and guarantees that were granted or incurred under the Wells Fargo Credit Agreement within two years of the Petition Date "are avoidable under Section 548 of the Bankruptcy Code as fraudulent transfers." Based on the financial condition of each individual Debtor that is a New Guarantor at the time of the Transfers, the Creditors' Committee alleges that the Wells Fargo Credit Agreement Liens and Guarantees were incurred while the Debtors were insolvent or became insolvent. Moreover, based on the lack of value conferred, the Debtors were left with unreasonably small capital to carry on their businesses, Mr. Glassman says. The deadline for the Creditors' Committee to challenge the Liens, Guarantees and Claims was February 3, 2010, according to Mr. Glassman. Against this backdrop, the Creditors' Committee asks Judge Carey to allow it to commence and prosecute causes of action challenging, among other things, the extent and validity of Wells Fargo's and the Lenders' liens upon, and security interests in, the Debtors' assets. The Creditors' Committee also asks the Court to extend the Investigation Deadline until the date that a ruling on the Committee's request is entered. "If the [Creditors'] Committee is successful in avoiding or otherwise reducing the claims of the Agent and Lenders against the New Guarantors, the unencumbered assets of those Debtors? estates will be available for distribution to the general unsecured creditors of these estates," Mr. Glassman tells Judge Carey. The Committee's complaint would further seek a determination and declaratory judgment that the Agent and Lenders are not "oversecured" within the meaning of Section 506(b) of the Bankruptcy Code, Mr. Glassman notes. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AFFILIATED COMPUTER: Fitch Raises Issuer Default Rating From 'BB' ----------------------------------------------------------------- Fitch Ratings has upgraded Affiliated Computer Services Inc.'s ratings: -- Issuer Default Rating to 'BBB' from 'BB'; -- Senior notes to 'BBB' from 'BB-'. The rating actions are subsequent to Xerox Corporation's (Xerox; IDR 'BBB' with a Negative Outlook) announcement that it completed its acquisition of ACS. Fitch has also withdrawn the ratings for ACS' senior secured revolving credit facility and senior secured term loan since all outstanding borrowings under the facilities were fully repaid upon closing of the acquisition due to a change of control provision in the credit agreement. The full repayment of the secured credit facilities terminated the security previously granted to the senior notes, which are now senior unsecured obligations of ACS. The Rating Outlook for ACS is Negative and is linked to Fitch's Negative Outlook for Xerox. Although Xerox is not a guarantor of ACS' notes, Fitch's upgrade of ACS reflects the existence of a cross-default provision in Xerox's credit agreement that could trigger an event of default should ACS or any other wholly-owned subsidiary (80%+ equity stake) of Xerox fail to pay principal or interest when due on any debt with a principal amount exceeding $100 million. The ratings also reflect Fitch's belief that Xerox would lend financial support to ACS if necessary. Fitch may withdraw ACS' ratings in the future if financial disclosures prove inadequate. In conjunction with the acquisition, ACS merged with and into Boulder Acquisition Corp., a wholly-owned domestic subsidiary of Xerox, which assumed ACS' remaining outstanding debt, consisting solely of $250 million of 4.7% senior notes due June 1, 2010, and $250 million of 5.2% senior notes due June 1, 2015. AFFILIATED COMPUTER: Moody's Raises Senior Ratings From 'Ba2' ------------------------------------------------------------- Moody's Investors Service raised the senior secured notes ratings of Affiliated Computer Services to Baa3 from Ba2 following the completion of its acquisition by Xerox Corporation (Baa2 senior unsecured rating with a stable outlook) for approximately $6.4 billion. The rating outlook for ACS is stable, consistent with Xerox's outlook. This rating action completes the review initiated on September 28, 2009. On February 5, 2010, Xerox announced that it completed its acquisition of ACS, which is now a wholly owned subsidiary of Xerox Corporation. While Xerox does not guarantee ACS's debt, Moody's believes that ACS's strategic importance to Xerox's business process outsourcing capabilities provides a strong likelihood of support by Xerox. Ratings raised for Affiliated Computer Services: * Senior secured notes to Baa3 from Ba2 ACS no longer has a reporting requirement under the SEC's 1934 Act as a result of having a de minimus number of holders. As such, there is no longer any requirement to provide financial statements to the holders of the outstanding 2010 and 2015 Notes. In the absence of a guarantee from Xerox, Moody's will withdraw shortly ACS's senior secured notes ratings as a result of insufficient information to monitor ACS's credit profile through financial statement filings. Ratings withdrawn for Affiliated Computer Services include (not applicable to investment grade ratings): * Corporate Family Rating at Ba2; * Probability of Default Rating at Ba2; * Senior secured Revolving Credit Facility at Ba2, LGD3, 43% (repaid) * Senior secured Term Loan at Ba2, LGD3, 43% (repaid) * Speculative Grade Liquidity (SGL-1) Moody's last rating action with respect to ACS was on September 28, 2009, when its ratings were placed on review for possible upgrade. The last rating action for Xerox was on September 28, 2009, when Moody's affirmed the Baa2 senior unsecured rating and stable outlook of Xerox following its announced acquisition of Affiliated Computers Services. Headquartered in Dallas, Texas, ACS, with about $6.5 billion in revenues for the fiscal year ended June 2009, is a leading provider of business process outsourcing and information technology outsourcing services to commercial clients as well as to federal, state and local governments. Xerox Corporation, headquartered in Norwalk, Connecticut, with revenue of $15.2 billion, develops, manufactures and markets document processing systems and related supplies and provides consulting and outsourcing document management services. AGE REFINING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Age Refining, Inc. 110 Broadway, Suite 400 San Antonio, TX 78205 Bankruptcy Case No.: 10-50501 About the Business: AGE Refining, based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. Our clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Starting on a shoe-string budget and a bushel of determination, AGE is proud to have posted over 22% growth per year since 1991. Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Bankruptcy Judge Leif M. Clark Debtor's Counsel: Aaron Michael Kaufman, Esq. Cox Smith Matthews Inc. 1201 Elm Street, Ste. 3300 Dallas, TX 75270 Tel: (214) 698-7821 Fax: (214) 698-7899 Email: akaufman@coxsmith.com Carol E. Jendrzey, Esq. Cox Smith Matthews Incorporated 112 E Pecan St., Suite 1800 San Antonio, TX 78205 Tel: (210) 554-5558 Fax: (210) 226-8395 Email: cejendrz@coxsmith.com Mark E. Andrews, Esq. Cox Smith Matthews Incorporated 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7800 Fax: (214) 698-7899 Email: mandrews@coxsmith.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Glen Gonzalez, the company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Shell Trading (US) Trade Debt $10,765,284 Company Two Greenspoint Plaza, #600 Houston, TX 77060-6086 Plains Marketing LP Trade Debt $2,592,399 500 Dallas St., #700 Houston, TX 77002 Gulfmark Energy Inc. Trade Debt $2,005,123 PO Box 844 Houston, TX 77001-0844 Age Transportation Inc. Trade Debt $1,935,124 7811 S Presa San Antonio, TX 78223-3547 Superior Crude Gathering, Trade Debt $1,206,068 Inc. PO Box 260784 Corpus Christi, TX 78426-0784 Overland Contracting, Trade Debt $978,020 Inc. PO Box 803823 Kansas City, MO 64180-3823 St. James Energy Trade Debt $977,962 Operating 11177 Eagle View Dr., #150 Sandy, UT 84092 SemCrude, LP Trade Debt $866,267 Two Warren Pl. Tulsa, OK 74136-4216 Suemaur Exploration Trade Debt $836,024 802 N. Carancahua, #1000 Corpus Christi, TX 78470 Genesis Crude Oil, LP Trade Debt $514,675 919 Milam, #2100 Houston, TX 77002 T-C Oil Company Trade Debt $326,678 PO Box 2549 Victoria, TX 77902 Killam Oil Co. Ltd. Trade Debt $296,729 PO Box 499 Laredo, TX 78042-0499 Legend Natural Gas II, LP Trade Debt $258,118 410 W. Grand Pwky South, #400 Katy, TX 77494 City Public Service Trade Debt $237,878 American Express Trade Debt $225,253 Gaither Petroleum Trade Debt $215,652 Corporation Repcon, Inc. Trade Debt $206,291 Dresser Rand Trade Debt $187,508 O.G.O. Marketing LLC Trade Debt $183,039 Trammo Petroleum Trade Debt $181,196 ALLIS-CHALMERS ENERGY: Dimensional Fund Reports 4.07% Stake ----------------------------------------------------------- Dimensional Fund Advisors LP reported that as of December 31, 2009, it may be deemed to beneficially own 2,905,244 shares or roughly 4.07% of the common stock of Allis-Chalmers Energy Inc. Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) -- http://www.alchenergy.com/-- is a multi-faceted oilfield services company. Allis-Chalmers provides services and equipment to oil and natural gas exploration and production companies, domestically primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas, offshore in the Gulf of Mexico, and internationally, primarily in Argentina, Brazil and Mexico. Allis-Chalmers provides directional drilling services, casing and tubing services, underbalanced drilling, production and workover services with coiled tubing units, rental of drill pipe and blow-out prevention equipment, and international drilling and workover services. At September 30, 2009, the Company's consolidated balance sheets showed $1.076 billion in total assets, $582 million in total liabilities, and $494 million in total shareholders' equity. * * * As reported by the Troubled Company Reporter on July 15, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective default). The outlook is negative. At the same time, S&P raised the issue-level rating on Allis-Chalmers' unsecured notes to 'B-' (the same as the corporate credit rating) from 'D'. S&P revised the recovery rating on this debt to '4' from '3' indicating expectations of average (30%-50%) recovery of principal in the event of a payment default. The TCR said July 9, 2009, Moody's Investors Service affirmed Allis-Chalmers' B3 Corporate Family Rating, changed its Probability of Default Rating to B3 from B3/LD, and upgraded its $225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017 to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%). The rating outlook is stable. ALLIS-CHALMERS ENERGY: Board Increases Salary of 5 Exec. Officers ----------------------------------------------------------------- The Board of Directors of Allis-Chalmers Energy Inc., upon recommendation of the Compensation Committee, authorized a salary increase for the Company's named executive officers: Named Executive Officer Title Salary ----------------------- ----- ------ Munawar H. Hidayatallah Chairman and $600,000 Chief Executive Officer Victor M. Perez Chief Financial $315,000 Officer David K. Bryan President and CEO $262,500 of Allis-Chalmers Directional Drilling Services LLC Terrence P. Keane Senior Vice $315,000 President- Oilfield Services Mark Patterson Senior Vice $265,000 President-Rental Services About Allis-Chalmers Energy Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) -- http://www.alchenergy.com/-- is a multi-faceted oilfield services company. Allis-Chalmers provides services and equipment to oil and natural gas exploration and production companies, domestically primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas, offshore in the Gulf of Mexico, and internationally, primarily in Argentina, Brazil and Mexico. Allis-Chalmers provides directional drilling services, casing and tubing services, underbalanced drilling, production and workover services with coiled tubing units, rental of drill pipe and blow-out prevention equipment, and international drilling and workover services. At September 30, 2009, the Company's consolidated balance sheets showed $1.076 billion in total assets, $582 million in total liabilities, and $494 million in total shareholders' equity. * * * As reported by the Troubled Company Reporter on July 15, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective default). The outlook is negative. At the same time, S&P raised the issue-level rating on Allis-Chalmers' unsecured notes to 'B-' (the same as the corporate credit rating) from 'D'. S&P revised the recovery rating on this debt to '4' from '3' indicating expectations of average (30%-50%) recovery of principal in the event of a payment default. The TCR said July 9, 2009, Moody's Investors Service affirmed Allis-Chalmers' B3 Corporate Family Rating, changed its Probability of Default Rating to B3 from B3/LD, and upgraded its $225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017 to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%). The rating outlook is stable. AMERICAN AXLE: Swings to $48.6 Million Net Income in 4th Quarter ---------------------------------------------------------------- American Axle & Manufacturing Holdings Inc. reported $1.98 billion in total assets and $2.54 billion in total liabilities resulting to a $560 million stockholders' deficit for the fourth quarter 2009. The company has $48.5 million net income on $464.0 million in net sale for three months ended Dec. 31, 2009, compared with $112.2 million net loss on $503.0 million in net sale for the same period a year earlier. AAM's results in the fourth quarter of 2009 were net earnings of $48.6 million or $0.80 per share. This compares to a net loss of $112.1 million, or $2.17 per share, in the fourth quarter of 2008. In the fourth quarter of 2009, AAM recorded a tax gain of $48.8 million to recognize the benefit of a special U.S. tax refund claim related to newly enacted legislation providing for a special 5-year net operating loss carryback election. AAM's results in the fourth quarter of 2008 included a tax expense provision of $69.5 million, primarily relating to non-cash charges to establish and adjust valuation allowances on AAM's U.S. and U.K. deferred tax assets. AAM's results in the fourth quarter of 2009 also include a net charge for special items of $8.5 million. This includes a $7.7 million non-cash write-off of unamortized debt issuance costs related to the prepayment of the $250 million Term Loan due 2012. AAM also recorded pension and postretirement benefit curtailment gains of $4.3 million and other charges of $5.1 million, primarily relating to attrition programs and related statutory benefits. "In 2009, AAM successfully navigated through one of the most difficult periods in the history of the global automotive industry. We achieved transformational improvements in our cost structure, operating flexibility and capacity utilization. We stabilized AAM's capital structure by securing new financing arrangements and ended the year with positive momentum by returning to profitability in the third and fourth quarters of 2009. This is powerful validation of our progress in positioning AAM for continued profitability, stable free cash flow generation and further diversification of the business," said AAM Co-Founder, Chairman of the Board & Chief Executive Officer Richard E. Dauch. AAM's net loss for the full year 2009 was $253.1 million, or $4.81 per share. This compares to a net loss of $1.2 billion, or $23.73 per share, in 2008. In 2008 and 2009, AAM incurred special charges, asset impairments and other non-recurring operating costs related to the implementation of new labor agreements, hourly and salaried attrition program activity, plant closures and other actions to rationalize capacity, redeploy underutilized assets and align AAM's business to current and projected market requirements. In total, AAM's 2009 results reflect the impact of charges amounting to $169.3 million relating to these items, including pension and other postretirement benefit curtailments and special termination benefits. This compares to $985.4 million of such charges in 2008. AAM's full year 2009 results also reflect restructuring costs and other special items of $17.8 million, primarily relating to the successful closing of a settlement and commercial agreement with General Motors Company (GM), the amendment of AAM's senior secured credit facilities and the write-off of unamortized debt issuance costs related to the prepayment of the $250 million Term Loan due 2012. Net sales in the fourth quarter of 2009 were $464.0 million as compared to $503.0 million in the fourth quarter of 2008. Customer production volumes for the North American light truck and SUV programs AAM currently supports for GM and Chrysler were down approximately 7% in the fourth quarter of 2009 as compared to the fourth quarter of 2008, substantially all of which is attributable to lower customer production of mid-sized light truck programs. Net sales for the full year 2009 were $1.5 billion as compared to $2.1 billion in 2008. Customer production volumes for the North American light truck and SUV programs AAM currently supports for GM and Chrysler were down approximately 30% in 2009 as compared to the prior year. AAM's results in 2009 were adversely impacted by the extended production shutdowns of GM and Chrysler. AAM estimates the reduction in sales and operating income resulting from these shutdowns to be approximately $304 million and approximately $95 million, respectively. AAM's content-per-vehicle is measured by the dollar value of its product sales supporting GM's North American light truck and SUV programs and Chrysler's Heavy Duty Dodge Ram pickup trucks. For the full year 2009, AAM's content-per-vehicle was $1,403 as compared to $1,391 in 2008. AAM's SG&A spending for the full year 2009 was $172.7 million as compared to $185.4 million in 2008. AAM's R&D spending for the full year 2009 was $67.0 million as compared to $85.0 million in 2008. AAM defines free cash flow to be net cash provided by operating activities and proceeds from the issuance of GM warrants, less capital expenditures net of proceeds from the sales of equipment and dividends paid. Net cash provided by operating activities for the fourth quarter of 2009 was $37.0 million as compared to net cash used by operating activities of $65.8 in 2008. Capital spending, net of deposits for acquisition of property and equipment and proceeds from the sale of equipment in the fourth quarter of 2009, was $21.0 million as compared to $43.4 million in the fourth quarter of 2008. Reflecting the impact of this activity, AAM generated $16.0 million of positive free cash flow for the fourth quarter of 2009 as compared to a use of $110.2 million in 2008. Net cash provided by operating activities for the full year 2009 was $17.3 million as compared to net cash used by operating activities of $163.1 in 2008. In conjunction with the settlement and commercial agreement with GM, AAM received a $110 million cash payment from GM in 2009, $79.7 million of which was recorded in operating activities and $30.3 million of which was recognized as a financing activity. For purposes of measuring free cash flow in 2009, AAM includes the entire $110 million cash payment. Capital spending, net of deposits for acquisition of property and equipment and proceeds from the sales of equipment for the full year 2009 was $136.0 million as compared to $143.9 million in 2008. Reflecting the impact of this activity, AAM's free cash flow was a use of $88.4 million in 2009 compared to a use of $325.3 million in 2008. A full-text copy of the company's 2009 fourth quarter result is available for free at http://ResearchArchives.com/t/s?5151 About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. * * * As reported by the Troubled Company Reporter on September 24, 2009, Moody's Investors Service raised Axle's Corporate Family Rating to Caa3 from Ca, and raised the rating on Axle's secured guaranteed term loan to B3 from Caa2. Moody's affirmed the company's Probability of Default Rating at Caa3, and affirmed the ratings on the unsecured guaranteed notes and the unsecured convertible notes at Ca. The Speculative Grade Liquidity Rating is SGL-4. The outlook is changed to stable from negative. The TCR also said Standard & Poor's Ratings Services revised its outlook on Axle to developing from negative and affirmed its 'CCC+' corporate credit rating and other ratings. AMR CORP: JAL Opts to Remain with Oneworld Alliance --------------------------------------------------- Japan Airlines Corp. announced a decision to strengthen its partnership with American Airlines. The carriers, both members of the oneworld alliance, will jointly apply to the U.S Department of Transportation and the Ministry of Land Infrastructure, Transport and Tourism of Japan for the approval of antitrust immunity on transpacific routes. Upon receiving the approval from the relevant authorities, JAL and American Airlines intend to enter a joint business venture which will enhance their scope of cooperation on the routes between the United States and Japan, through adjustments to their respective networks, flight schedules, and other business activities, allowing both carriers to better complement each other to develop and offer competitive products and quality service to their customers. The JAL Group Chief Operating Officer and president, Masaru Onishi said on this occasion: "We have analyzed this issue in great detail, and we are excited at the prospects in terms of the convenience and benefits for our customers. We also firmly believe that the advantages of this development with American Airlines can strongly support JAL at a time when we are striving towards the revival of our business, which we are determined to achieve. We certainly look forward to a deeper, more mutually-beneficial relationship with our long-time partner." As JAL undergoes the process of reorganization, it will seize the opportunity presented by this partnership to strengthen its network and further improve its offerings. From hence forth, in addition to the joint business agreement with AMR, JAL will also fortify its relationships with other partners in the oneworld alliance, so as to provide customers a comprehensive range of products and services, and become once again, the airline of customer's choice. About AMR Corp. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. About 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) APPLETON PAPERS: Supplements Indenture to 11.25% Notes ------------------------------------------------------ Appleton Papers Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, entered into a first supplemental indenture to the indenture dated as of September 30, 2009 relating to the Company's 11.25% Second Lien Notes due 2015. The First Supplemental Indenture amends the Indenture to permit: * the Appleton Papers Retirement Savings and Employee Stock Ownership Plan to own less than 50% of Paperweight Development Corp. without triggering a requirement on the part of the Company to make an offer to repurchase the Notes pursuant to the Indenture; and * a capital contribution or operating lease of the black liquor assets located at the Company's facilities at Roaring Spring, Pennsylvania to a newly-formed joint venture with a third party in exchange for a minority equity interest in such joint venture. A full-text copy of the first supplemental indenture is available for free at http://ResearchArchives.com/t/s?50d2 About Appleton Papers Appleton Papers Inc. -- http://www.appletonideas.com/-- headquartered in Appleton, Wisconsin, produces carbonless, thermal, security and performance packaging products. Appleton has manufacturing operations in Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs approximately 2,200 people and is 100% employee-owned. As of October 4, 2009, Appleton had $830.1 million in total assets against total current liabilities of $151.1 million, long-term debt of $558.9 million, postretirement benefits other than pension of $45.7 million, accrued pension of $102.7 million, environmental liability of $38.1 million, other long-term liabilities of $9.8 million, redeemable common stock of $133.6 million, accumulated deficit of $114.1 million, and accumulated other comprehensive loss of $95.9 million. * * * Standard & Poor's Ratings Services assigned Appleton, Wisconsin- based Appleton Papers Inc.'s proposed $300 million first lien notes due 2015 its issue-level rating of 'B+' (one notch above S&P's 'B' corporate credit rating on the company). S&P assigned a '2' recovery rating to this debt, indicating its expectation of substantial (70% to 90%) recovery in the event of a payment default. At the same time, S&P affirmed all its ratings on the company, including the 'B' corporate credit rating. The rating outlook is stable. ARENA MEDIA: Files for Reorganization in Manhattan -------------------------------------------------- Arena Media Networks LLC filed a voluntary petition for Chapter 11 reorganization on February 8 in its Manhattan hometown (Bankr. S.D.N.Y. Case No. 10-10667). Arena Media is a provider of video networks at concessions stands at 52 sports venues. The petition says assets are less than $10 million while debt exceeds $10 million. ARENA MEDIA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Arena Media Networks, LLC 44 East 30th Street New York, NY 10016 Bankruptcy Case No.: 10-10667 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Burton R. Lifland Debtor's Counsel: Ian R. Winters, Esq. Klestadt & Winters, LLP 292 Madison Avenue, 17th Floor New York, NY 10017-6314 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: iwinters@klestadt.com Joseph Corneau, Esq. Klestadt & Winters, LLP 292 Madison Avenue, 17th Floor New York, NY 10017 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: jcorneau@klestadt.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Art Williams, chief executive officer of the Company. ASARCO LLC: Appeals Court Hears TCEQ-Shapleigh Dispute ------------------------------------------------------ The Third Court of Appeals of the state of Texas heard oral arguments on the Texas Commission on Environmental Quality's appeal on District Court Judge Scott Jenkins' order granting Sen. Eliot Shapleigh's request to release reams of documents regarding a controversial air quality permit for ASARCO LLC in El Paso. Sen. Shapleigh, D-El Paso, also sought the release of e-mails and cell-phone records from TCEQ in 2008, which he asserted would show that the agency illegally met with ASARCO lawyers while considering the renewal of ASARCO's air-quality permit, the El Paso Times reports. "Here is the case study in how polluters' money, lobbyists and backdoor dealing in Austin straps taxpayers with billions in cleanup costs back home," Sen. Shapleigh said. Brian Berwick, an assistant attorney general representing TCEQ argued that the environmental agency functions with executive authority, which means that the Court must respect the separation of powers between the legislative and executive branches of government, the San Antonio Express-News reports. "The Legislature has to keep a respectful distance," Mr. Berwick has told the Court of Appeals. "The last executive to hide dirty dealing behind executive privilege was (President Richard) Nixon at Watergate," Sen. Shapleigh is quoted by the San Antonio Express-News as saying after the hearing. "No agency created by Texans can tell Texans what they have the right to know," he added. According to reports, Sen. Shapleigh believes that disclosure of his sought documents will lead to a criminal investigation of senior staff members of the TCEQ. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Pact Provides $194 Mil. for Resource Restoration ------------------------------------------------------------ Secretary of the Interior Ken Salazar related in early December 2009, that an environmental damage settlement with ASARCO LLC would provide about $194 million for the recovery of wildlife, habitat and other natural resources managed by Interior, state and tribal governments at more than a dozen sites around the U.S. "Through this historic settlement, the American public is compensated for the damage and loss of natural resources resulting from ASARCO's past mining, smelting and refining operations," Mr. Salazar said. "Were it not for this agreement, these injured resources would either remain impaired for future generations or require taxpayer expenditures to achieve environmental restoration." "This is a milestone not only for the Federal Government but also for Interior and its Natural Resource Damage Assessment and Restoration Program," Mr. Salazar said. "It exemplifies government working effectively for the American taxpayer to recover damages from polluters and restore and protect significant national landscapes and wildlife resources that have been injured." Assistant Secretary for Fish Wildlife and Parks Tom Strickland called the settlement the type of environmental enforcement action that ensures that those responsible for polluting the nation's landscapes and waterways are made to pay for their actions. "I want to commend the extraordinary level and amount of federal, state and tribal cooperation and coordination that accomplished this settlement," Mr. Strickland said. Mr. Strickland also thanked representatives on the case teams that developed the claims, including Interior personnel from the U.S. Fish and Wildlife Service, Bureau of Land Management and the Bureau of Indian Affairs, other federal agencies and state and tribal governments for their professionalism and dedication. "The settlement demonstrates the ability of Interior's bureaus and offices to work cooperatively and productively on behalf of the public -- and especially the taxpayers -- to achieve major benefits for the environment." The case teams were supported by scientists from the U.S. Geological Survey at the Columbia Environmental Research Center and Patuxent Wildlife Research Center, the NRDAR Program Office and the Office of the Solicitor. The $194 million payment is part of the largest environmental damage bankruptcy case in U.S. history, with parent corporation Grupo Mexico providing a total of $1.79 billion to resolve the ASARCO's environmental liabilities from operations that contaminated land, water and wildlife resources on federal, state, tribal and private land. Along with federal, state and tribal co-trustees, Interior brought claims at more than a dozen sites which were settled during the ASARCO bankruptcy. On behalf of co-trustees, Interior will receive the $194 million and deposit these funds into the Department's Natural Resource Damage Assessment and Restoration Fund. By law, and in consultation and collaboration with co- trustees, the money will be used to restore, replace, and acquire the equivalent of the injured natural resources managed by Interior and jointly managed with state and tribal governments. The major regional sites in which Interior is involved and the total settled claim for damages to each are: (a) The California Gulch Site in the Upper Arkansas River Basin in central Colorado near Leadville encompasses more than 15 square miles. Natural resources injured include: surface water, groundwater, fish, migratory birds, and supporting ecosystems, including wetlands in floodplain areas. Interior received $5.9 million. The state of Colorado, the co-trustee, also received $5.9 million; (b) Bunker Hill Superfund Facility in the Coeur d'Alene Basin of Northern Idaho includes extensive public land, water and wildlife and migratory bird habitat resources administered by Interior's FWS and BLM, the Department of Agriculture's U.S. Forest Service and the Coeur d'Alene Tribe. Natural resources that have been injured by the mining activities include: surface water, groundwater, fish, wildlife, and migratory birds, in particular tundra swans, and their supporting ecosystems. Interior and the USDA-Forest Service jointly received $79.5 million. In addition, $28.9 million will be held by the Successor Coeur d'Alene Custodial and Work Trust to be used to perform work selected by EPA as part of its comprehensive remedy at the Coeur d'Alene Site and prioritized by Interior and USDA/FS as co-Natural Resource Trustees; (c) The Ray Mine/Hayden Smelter Site is located in east-central Arizona near the towns of Kelvin and Hayden. Affected areas include Mineral Creek within the Ray Mine to its confluence with the Gila River and approximately 40 miles of the Gila River from the Hayden Smelter downstream to the Ashurst-Hayden dam. Natural resources that have been injured by mining activities include: surface water, groundwater, fish, and migratory bird and supporting ecosystem functions necessary for threatened and endangered species. Interior and the State of Arizona have jointly received $3.8 million. Interior received about $266,000 to reimburse past assessment costs. In addition, the settlement provides that ASARCO will convey by quit claim deed to the Arizona Game and Fish Commission three tracts of land totaling 995 acres and any associated water rights; (d) Southeast Missouri Lead Mining District spans multiple counties from 40 to 90 miles south southwest of St. Louis, Missouri and is located in the Big River/Meramec River, Black River, and St Francois River watersheds. It is one of the largest lead producing regions of the world. Natural resources affected by mining-related contamination include surface water, groundwater, fish, migratory birds, endangered species of fresh-water mussels and their supporting ecosystems, including sediment and floodplain areas. Interior and the State of Missouri jointly received $41.2 million for natural resource damages at five sites in the District. Interior received approximately $274,000 to reimburse past assessment costs; (e) Tri-State Mining District spans 2,500 square miles, including parts of southeast Kansas, southwest Missouri and northeast Oklahoma. The District is located in the Spring River and Neosho River watersheds, both of which flow generally south, terminating in the headwaters of Grand Lake O' the Cherokee. Natural resources affected by mining-related contamination include surface water, fish, migratory birds, freshwater mussels and threatened and endangered species and their supporting habitat, like sediments. Interior, the states of Missouri, Kansas and Oklahoma and six American Indian tribes jointly received $62.4 million for natural resource damages in the District. Interior received $2.3 million to reimburse past assessment costs; and (f) Montana Custodial Trust: East Helena Site, Black Pine Site, and Iron Mountain Sites, Montana. Interior filed and settled claims for natural resource damages at these properties owned by ASARCO, which has agreed to transfer them to the Montana Custodial Trust that will be funded so that the environmental claimants may implement appropriate response, reclamation, and natural resource damage restoration actions. Interior, the State of Montana and the US EPA are the beneficiaries of the trust while USDA-Forest Service also has a coordinating role. The custodial trustee is the Montana Environmental Trust Group, LLC, which will administer the Custodial Trust and its accounts. Trust resources include migratory birds and threatened and endangered species, like the Bull Trout. The East Helena Smelter Site is in west-central Montana, south of East Helena in Lewis and Clark County. Interior has an independent claim of $706,000 to fund natural resource restoration and future oversight costs. EPA continues to plan and conduct its remedial action on site. The Black Pine/Combination Mining district is about 10 miles northwest of Phillipsburg, Montana in Granite County. Interior trust resources include migratory birds and threatened and endangered species, including the Bull Trout and Canada Lynx. Interior has an independent claim of $61,000 for natural resource restoration and future oversight costs. The state of Montana is the lead agency to clean up the site. The Iron Mountain Mining District is north of Superior, Montana in Mineral County. Interior has an independent claim of $36,000 for natural resource restoration and future oversight costs Each site covered by the settlement is at a different point in the restoration planning process, which will determine when restoration work will take place on the ground. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Pledges to Prevent Dust Violations in Arizona --------------------------------------------------------- ASARCO LLC has promised to reduce the dust blowing off from its Mission Mine into neighborhoods in Sahuarita, Arizona, the Arizona Daily Star reports. To achieve this goal, ASARCO has assured that it will modify its tailings-dam construction practices. In a separate report, the Associated Press notes that Pima County Department of Environmental Quality issued two violation notices to ASARCO after residents complained of respiratory elements after incidents of dust blowing into the neighborhood. Company officials, however, assured the residents that samples from the tailings dam, Rancho Resort and ground soil in Green Valley were low in metals. Pima Court previously denied ASARCO's request for extension to explain their moves in preventing future dust violations. According to the AP report, a lab analysis by University of Arizona environmental science professor, Raina Maier, shows the dust that blew into the residents' yards and homes is not dangerous. "We feel very much a part of this community, given that the majority of our 2,200 employees live in and around the Tucson area," ASARCO president and CEO Manuel Ramos is quoted by the Daily Star. "We are acting rapidly to address both the immediate and long-term concerns related to blowing dust from our tailings," he added. ASARCO has told county officials it would adjust its process and procedures, among other things, for more effective dust control, including adding much wetter tailings, with up to 50 percent water to prevent the dust from blowing off. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASAT HOLDINGS: Receives Majority Consent to Amend Terms of Notes ---------------------------------------------------------------- ASAT Holdings Limited has received consents from holders owning 59.05% in principal amount of the 9.25% Senior Notes due 2011 to amend the indenture governing the Existing Notes. Subsequent to receiving majority consent from holders of the Existing Notes, the Company has completed the sale to Global A&T Electronics Ltd., the nominee and the immediate parent of United Test and Assembly Center Ltd., of all the shares in ASAT Limited, the Company's wholly owned subsidiary, which is itself the indirect parent of ASAT Semiconductor (Dongguan) Limited, the only operating subsidiary of the Company. ASAT Limited is a global provider of semiconductor package design, assembly and test services. As part of the transaction, GATE also purchased a loan receivable by the Company in the amount of $226.4 million from ASAT Limited, and a loan receivable by ASAT Finance in the amount of $171.0 million, also from ASAT Limited. In addition, the single share of ASAT Finance, the issuer of the Existing Notes, was transferred to the Company, such that ASAT Finance became a direct subsidiary of the Company and was not transferred to GATE as part of the transactions set forth above. As a consequence of the above transactions, the assets of the Company consist only of the net proceeds of the sale of the shares of ASAT Limited and the Company's loan receivable as well as the shares of ASAT Finance and the shares of Newhaven Limited, a dormant British Virgin Islands company with certain dormant direct and indirect subsidiaries. The assets of ASAT Finance comprise the net proceeds of the sale of the loan receivable of ASAT Finance. The net proceeds of the sale, including US$5 million that have been placed in escrow for 60 days against warranty claims and deficiency of working capital below a specified amount, are approximately US$44.6 million. The liabilities of the Company include its obligations as a guarantor under the Existing Notes and a borrower under a certain purchase money loan, plus certain debts to professional advisors. The liabilities of ASAT Finance consist of its obligations as issuer of the Existing Notes as well as a guarantor under the PMLA subject to certain limitations. It is the intention of the Company as soon as possible to appoint a liquidator and to enter into a members' voluntary liquidation under the laws of the Cayman Islands. The liquidator is expected to distribute the proceeds of the Sale Process to the stakeholders of the Company and of ASAT Finance and then to wind up the Company and ASAT Finance. As the proceeds of the Sale Process will not be sufficient to satisfy the obligations of the Company and of ASAT Finance to the holders of the Existing Notes and the lenders under the PMLA it is expected that the shareholders of the Company will not receive anything in the distribution of the proceeds from the Sale Process. Commencement of a members' voluntary liquidation will require the approval of the shareholders of the Company as a special resolution. Notice will be sent to shareholders shortly informing them of the holding of an Extraordinary General Meeting for this purpose. GATE intends to change the name of ASAT Semiconductor (Dongguan) Limited to UTAC Dongguan Limited, and ASAT Limited to UTAC Hong Kong Limited as soon as possible. About ASAT Holdings Limited ASAT Holdings Limited (OTC Bulletin Board: ASTTY) -- http://www.asat.com/-- is a global provider of semiconductor package design, assembly and test services. With 20 years of experience, the Company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT's advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. The Company has operations in the United States, Asia and Europe. ASAT HOLDINGS: To Convene General Meeting on February 11 -------------------------------------------------------- ASAT Holdings Limited will convene an extraordinary general meeting on Feb. 11, 2010, at 11:30 a.m., at Zhen An Hi-Tech Industrial Park, Zhen An Road, Chang An Town, Dongguan City, Guangdong to commence a members' voluntary liquidation. According to a letter sent to the company's shareholders, if company is insolvent in that it cannot pay its debts as they fall due, an ordinary resolution of the company's shareholders in required in order to place thecCompany into voluntary winding up. About ASAT Holdings Limited ASAT Holdings Limited (OTC Bulletin Board: ASTTY) -- http://www.asat.com/-- is a global provider of semiconductor package design, assembly and test services. With 20 years of experience, the Company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT's advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. The Company has operations in the United States, Asia and Europe. The Company has suffered recurring losses from operations and is in breach of certain covenants of its 9.25% Senior Notes due 2011 issued through its indirect wholly owned subsidiary New ASAT (Finance) Limited and the Purchase Money Loan Agreement with certain lenders to the Company. In September 2009, the Company expanded the restructuring plan to incorporate strategic alternatives, including a possible sale of the whole Company or a partial sale or other form of financing. The Company has hired Macquarie Capital Partners to conduct the exercise, and several potential investors are currently engaged in the process of due diligence. ASAT HOLDINGS: To Hold Shareholders Meeting on February 11 ---------------------------------------------------------- ASAT Holdings Limited has scheduled an Extraordinary General Meeting of shareholders for Thursday, February 11, 2010, at 11:30 a.m. China Standard Time. The meeting will be held at the offices of ASAT Semiconductor (Dongguan) Limited at Zhen An Hi- Tech Industrial Park on Zhen An Road in Chang An Town, Dongguan City, Guangdong Province, 523850, People's Republic of China. Shareholders of record at the close of business on February 5, 2010, have been sent a copy of the definitive proxy statement. Shareholders will be requested to consider, and if thought fit, to pass the following as ordinary resolutions: THAT the Company be placed into voluntary winding up; and THAT Kris Beighton of KPMG, 2nd Floor, Century Yard, Cricket Square, Grand Cayman, Cayman Islands, and Patrick Cowley of 8th Floor, Prince's Building, 10 Chater Road, Central, Hong Kong, be appointed joint voluntary liquidators of the Company with the power to act jointly and severally for the purposes thereof. About ASAT Holdings With headquarters in Hong Kong and Dongguan, China, and Milpitas, California, ASAT Holdings Limited (Pink Sheets: ASTTY) -- http://www.asat.com/-- is a global provider of semiconductor package design, assembly and test services. With 20 years of experience, the Company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT's advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. The Company has operations in the United States, Asia and Europe. ATLANTIC MARINE: Moody's Affirms 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has affirmed all the ratings of Atlantic Marine Holding Company including the corporate family and first lien bank debt ratings of B2. The ratings outlook remains stable. The B2 corporate family rating reflects the company's small size and dependence on the volatile ship Maintenance, Repair, Overhaul, & Conversion business, juxtaposed to a moderate leverage level as of September 2009. A history of debt funded dividends also restrains the rating when compared to the company's relatively strong credit metrics for the rating level at present. The foregoing statement acknowledges that Atlantic Marine's sponsor, J.F. Lehman, funded two acquisitions in early 2009 with $22 million of equity. The rating also takes into consideration the suspension of work on the AHL tanker fabrication contract in late 2009 that has lowered backlog and increased the revenue stream's exposure to MROC volatility. The ratings outlook remains stable. Though backlog has fallen, the company possesses an adequate liquidity profile and its respectable 2009 earnings level, which was largely MROC driven, should not substantially decline in 2010. Ongoing ship maintenance needs, which are in part mandated by regulatory requirements, and an active bidding pipeline, add confidence that the earnings decline resulting from AHL work suspension should be manageable within the B2 rating band. Downward pressure on the ratings or outlook would mount if financial ratio covenant test headroom levels were to materially tighten with upcoming test step-downs, or if an expectation were to develop that leverage could rise to the mid 4.0 times level. Upward pressure on the ratings or outlook would depend on a significantly higher backlog to revenues ratio, and an expectation that leverage could be sustained below 3.0 times across the cycle. Other ratings affirmed: * Probability of default B3 * $45 million first lien revolving credit facility due 2013, B2 LGD 3, 36% * $180 million first lien term loan due 2014, B2 LGD 3, 36% Atlantic Marine Holding Company, headquartered in Jacksonville, FL, is a provider of ship maintenance, repair, overhaul, and conversion and marine fabrication services for U.S. Navy, government, commercial and offshore oil and gas industry vessels. The company operates shipyards and dry docking facilities in Jacksonville FL, Mobile AL, Mayport FL, Boston MA, Philadelphia PA, and Moss Point MS. Last twelve months ended September 2009 revenues were $349 million. AVISTAR COMMUNICATIONS: Awards $250,000 Bonus to Dr. Rodde ---------------------------------------------------------- Elias MurrayMetzger, Chief Financial Officer, Chief Administrative Officer & Corporate Secretary of Avistar Communications Corporation, reports that on February 3, 2010, Dr. Anton F. Rodde was awarded bonus compensation of $250,000 to be paid February 12, 2010, as a result of the completion of the sale of substantially all of Avistar's intellectual property portfolio. The bonus compensation amount was determined by Robert Kirk, Chief Executive Officer, on February 3, 2010. Mr. Kirk was authorized to determine the bonus amount by the Compensation Committee of the Board of Directors. Dr. Rodde joined Avistar as President of CPI in December 2003. Prior to joining CPI, Rodde was President and CEO of Western Data Systems, where he led the introduction and penetration of mission- critical enterprise software into the aerospace and defense industry. Dr. Rodde was also president and general manager of several subsidiaries of Teknekron Corporation and began his career at AT&T where he held a variety of technical and management positions. His academic credentials include a M.S. and Ph.D. in physics from Illinois Institute of Technology, and a B.S. in physics from Benedictine University. About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a portfolio of 80 patents for inventions in video and network technology and licenses IP to videoconferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Sony Computer Entertainment Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. As of December 31, 2009, the Company had $1.956 million in total assets against $15.570 million in total liabilities, resulting in stockholders' deficit of $13.614 million. Avistar's December 31 balance sheet showed strained liquidity: the Company had $1.677 million in total current assets against $15.497 million in total current liabilities. As reported by the Troubled Company Reporter on August 25, 2009, the Company said it was in discussions with the remaining holders of its 4.5% Convertible Subordinated Secured Notes to convert the Notes into shares of common stock in January 2010 or extend the term of the Notes. BACHRACH ACQUISITION: Gets OK to Hold an February 22 Auction ------------------------------------------------------------ Bachrach Acquisitions, LLC, has scheduled an auction for the sale of all of its assets. Chief U.S. Bankruptcy Judge Stuart M. Bernstein of the Southern District of New York issued an order allowing Bachrach to schedule a sale of its assets. An auction will be held at the offices of Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow in New York on Monday, February 22, 2010, starting at 10:00 a.m. Eastern Standard Time. Chief Judge Bernstein also scheduled a hearing on February 23 to review the auction results. Bachrach also filed notice with the court that it has received a bid to purchase all of its assets from B & B Bachrach LLC. This bid sets the floor price for the sale and the Debtor is seeking higher and better bids prior to and at the auction. "This action is a necessary and responsible step to obtain the best value for all of our stakeholders," said Brian Lipman, CEO of Bachrach Acquisitions, LLC. Any other interested parties are asked to submit qualifying bids to the Debtor's legal counsel no later than February 18 at 5:00 p.m. Eastern Standard Time. Qualified bidders will be allowed to participate in the auction. Any parties interested in learning more should contact the Debtor's Legal Counsel or Financial Advisor for additional information. The company's legal counsel is Henry Swergold and Clifford Katz of Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP and the company's financial adviser is Lee Diercks of Clear Thinking Group LLC. About Bachrach Acquisition Headquartered in New York City, Bachrach Acquisition, LLC -- http://www.bachrach.com/-- sells men's apparel and has stores in 13 states. The Company filed for Chapter 11 on May 6, 2009 (Bankr. S.D.N.Y. Case No. 09-12918). Clifford A. Katz, Esq., Evan J. Salan, Esq., Henry G. Swergold, Esq., and Teresa Sadutto-Carley, Esq., at Platzer, Swergold, Karlan, Levine, Goldberg & Jaslow, LLP, represent the Debtor in its restructuring effort. The formal lists of assets and liabilities show assets on the books for $20.2 million and debt totaling $24.2 million, including $8.1 million secured as of the petition date. BANK OF AMERICA: Andrew Cuomo Files Suit on Merrill Takeover ------------------------------------------------------------ Attorney General Andrew M. Cuomo, joined by Special Inspector General for the Troubled Asset Relief Program Neil Barofsky, announced February 4 a lawsuit against Bank of America, its former CEO Kenneth D. Lewis, and its former CFO Joseph L. Price for duping shareholders and the federal government in order to complete a merger with Merrill Lynch. According to the lawsuit, Bank of America's management intentionally failed to disclose massive losses at Merrill so that shareholders would vote to approve the merger. Once the deal was approved, Bank of America's management manipulated the federal government into saving the deal with billions in taxpayer funds by falsely claiming that they would back out of the deal without bailout funds. "This merger is a classic example of how the actions of our nation's largest financial institutions led to the near-collapse of our financial system," said Attorney General Cuomo. "Bank of America, through its top management, engaged in a concerted effort to deceive shareholders and American taxpayers at large. This was an arrogant scheme hatched by the bank's top executives who believed they could play by their own set of rules. In the end, they committed an enormous fraud and American taxpayers ended up paying billions for Bank of America's misdeeds." "The events surrounding the Bank of America/Merrill Lynch merger and the United States Government's investment in Bank of America through the Troubled Asset Relief Program are an important part of the history of the financial crisis," said Special Inspector General Neil Barofsky. "Attorney General Cuomo and his staff, working hand in hand with the law enforcement agents of SIGTARP, quickly identified the important shareholder and taxpayer interests at stake in the disclosures surrounding the merger and meticulously pieced together the evidence that supports the historic charges filed today. The close partnership between the New York Attorney General's Office and SIGTARP in this case stands as a tremendous example of how well the public's interests can be served through effective State and Federal coordination, and should send a powerful message that we will work tirelessly to hold accountable those who have engaged in misconduct relating to the response to this National crisis." Bank of America announced its plan to buy Merrill Lynch on September 15, 2008 and a shareholder vote to approve the transaction was scheduled for December 5, 2008. However, by the day of the shareholder vote, Merrill had incurred disastrous actual losses of more than $16 billion. Bank of America's top management, including CEO Lewis and CFO Price, knew about these massive losses and that additional losses were forthcoming. Despite the fact that this information would be important to shareholders, the bank's management chose not to disclose this information so that shareholders would approve the merger. After shareholders approved the deal, Lewis then misled federal regulators by telling them that the bank could not complete the merger without an extraordinary taxpayer bailout due to accelerated losses from Merrill. However, between the time that the shareholders had approved the deal and the time that Lewis sought a taxpayer bailout, Merrill's actual losses had only increased by another $1.4 billion. The bank also threatened federal officials that they would terminate the merger agreement based on a material adverse change in Merrill's financial condition, even though the bank knew that such an attempt would likely be futile. As a result of their efforts, Bank of America received more than $20 billion in taxpayer aid. The bank's management cannot explain why they did not disclose Merrill's massive losses to shareholders even though the merger with Merrill would have threatened the bank's very existence if there had been no taxpayer bailout. Furthermore, the lawsuit alleges the following: * Shortly before the shareholder vote, Price ignored a warning from the bank's Corporate Treasurer, Jeffrey Brown, who told Price that, "I didn't want to be talking [about Merrill's losses] through a glass wall over a telephone." * The bank's management failed to tell shareholders that it was allowing Merrill to pay $3.57 billion in bonuses. The amount, criteria, and timing of the bonus payments were omitted from the proxy. The bonuses were distributed in a manner that was completely inconsistent with Merrill's prior practice, and in the worst year in Merrill's history. * The bank's management did not tell the bank's lawyers about the full extent of Merrill's losses before the shareholder vote. For example, the bank's former General Counsel, Timothy Mayopoulos, was intentionally mislead about the size and nature of Merrill's losses. After the shareholder vote, when Mayopoulos learned of the actual losses, he attempted to confront Price but was summarily terminated. * In the course of the Attorney General's investigation, Lewis and other executives misled investigators about their conduct during and after the shareholder vote. In the process of acquiring Merrill Lynch, Bank of America's management intentionally misled its shareholders, its Board of Directors, its lawyers, and United States taxpayers. The lawsuit filed today in New York State Supreme Court seeks monetary relief and injunctions from Bank of America, Lewis, and Price. The Attorney General thanked Special Inspector General for the Troubled Asset Relief Program Neil Barofsky and his staff for their partnership and hard work throughout the investigation. The Attorney General also thanked the Securities and Exchange Commission ("SEC") and noted that today the SEC is announcing a proposed corporate settlement with Bank of America (See SEC Lit. Release #21407). Cuomo stated, "I support the SEC's proposed settlement of its pending actions against Bank of America. The corporate governance provisions of that settlement are important reforms for Bank of America and ensure that safeguards against future violation of the law will be implemented immediately and will not have to await the conclusion of the case we are filing today." The investigation was conducted by Assistant Attorneys General Vicki Andreadis, Thomas Teige Carroll, Pamela Lynam Mahon, Christopher Mulvihill, and Ethan Zlotchew, under the supervision of Special Deputy Attorney General for Investor Protection David A. Markowitz. A copy of the lawsuit can be found at: http://www.ag.ny.gov/media_center/2010/feb/BoA_Complaint.pdf * * * When Bank of America's board met to approve the acquisition of an investment bank on Sept. 15, 2008, members thought they were going to buy Lehman Brothers Holdings Inc., not Merrill Lynch, Bloomberg News cited Mr. Cuomo as saying in his complaint against BoA and its officers. About Bank of America Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk-management products and services. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. BofA sought government backing in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. * * * BofA has received US$45 billion in government bailout money since the economic collapse in 2008. As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. Bank of America reported a third-quarter 2009 net loss of $1.0 billion. After deducting preferred dividends of $1.2 billion, including $893 million related to dividends paid to the U.S. government, the diluted loss per share was $0.26. BALLY TOTAL: Names Former UA Executive Dennis Cary as Sr. VP & CMO ------------------------------------------------------------------ The Associated Press reports that Bally Total Fitness selected Dennis Cary, former executive of United Airlines, as its senior vice president and chief marketing officer. About Bally Total Fitness Bally Total Fitness operates nearly 300 fitness centers across the United States. With more than 3 million active members and over 30 years of experience, Bally is among the most popular health club brands in America. The professionals at Bally Total Fitness help motivate members to improve their physical health and reach their personal fitness goals with many affordable membership choices -- including options with no long-term commitment. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. The Bankruptcy Court confirmed the Company's Chapter 11 plan and the Company emerged from bankruptcy October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. The Plan was confirmed August 19, 2009, and the Company emerged from bankruptcy September 1, 2009. BEAZER HOMES: Earns $47.99 Million in Fourth Quarter 2009 --------------------------------------------------------- Beazer Homes USA Inc. reported $47.99 million net income on $218.78 million of total revenue for the three months ended December 31, 2009, compared with $80.27 million net loss on $218.16 million of total revenue for the same period in 2008. The Company reported $2.02 billion in total assets and $1.77 billion in total liabilities, resulting to a $250.0 million stockholders' equity, as of Dec. 31, 2009. The Company said its sources of cash liquidity include, but are not limited to, cash from operations, proceeds from Senior Notes and other bank borrowings, the issuance of equity securities and other external sources of funds. The Company's short-term and long-term liquidity depend primarily upon its level of net income, working capital management and bank borrowings. Consistent with the seasonal nature of the Company's business, the Company used $74.6 million in cash during the three months ended December 31, 2009, primarily for the payment of liabilities incurred during the fourth quarter of the prior fiscal year. The Company's liquidity position consisted of $432.7 million in cash and cash equivalents as of December 31, 2009. The Company's net cash used in operating activities for the three months ended December 31, 2009, was $59.3 million primarily due to significant reductions in trade accounts payable and other liabilities. For the three months ended December 31, 2008, net cash used in operating activities was $111.9 million. Based on the applicable year's closings, as of December 31, 2009, the Company's land bank includes a 7 year supply of owned and optioned land/lots for current and future development. The Company's ending land bank includes 29,784 owned and optioned lots and represents 3% and 19% decreases from the land bank as of September 30, 2009, and December 31, 2008, respectively. As the homebuilding market declined, the Company was successful in significantly reducing its land bank through the abandonment of lot option contracts, the sale of land assets not required in our homebuilding program and through the sale of new homes. The decrease in the number of owned lots in our land bank from December 31, 2008, related to the Company's decision to eliminate non-strategic positions to align the company's land supply with the Company's expectations for future home closings. Net cash used in investing activities was $4.1 million for the three months ended December 31, 2009 compared to $22.3 million for the three months ended December 31, 2008. For the three months ended December 31, 2009, the company strategically increased our investment in certain of its unconsolidated joint ventures whereas the 2008 use of cash was primarily to increase the amount of cash restricted under its revolving credit and letter of credit facilities. During fiscal 2009, the company reduced the size of its Secured Revolving Credit Facility to $22 million. The Company has also entered into four stand-alone, cash-secured letter of credit agreements with banks. These facilities will continue to provide for future working capital and letter of credit needs collateralized by either cash or assets of the Company at its option, based on certain conditions and covenant compliance. As of December 31, 2009, the Company has secured its letters of credit under these facilities using cash collateral which is maintained in restricted accounts of $47.2 million. In addition, the Company has elected to pledge approximately $1.0 billion of inventory assets to its revolving credit facility. Net cash used in financing activities was $11.3 million for three months ended December 31, 2009, as compared to $13.3 million for the three months ended December 31, 2008. In both periods, the cash used in financing activities related primarily to the repayment of certain secured notes payable and model home financing obligations and the payment of debt issuance costs. A full-text copy of the Company's fourth quarter report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?5152 About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." At September 30, 2009, Beazer had $2,029,410,000 in total assets, including $507,339,000 in cash and cash equivalents, against $1,832,855,000 in total liabilities, resulting in $196,555,000 in stockholders' equity. Beazer had $374,851,000 in stockholders' equity at September 30, 2008. * * * According to the Troubled Company Reporter on January 12, 2010, Standard & Poor's Ratings Services assigned its 'CC' issue rating and its '6' recovery rating to Beazer Homes USA Inc.'s proposed $50 million 7.5% mandatory convertible subordinated notes due 2013. Beazer will use proceeds from the new notes, as well as a proposed $90 million equity offering, to redeem $127 million of senior notes due 2011, which the company can call at par. BERNARD MADOFF: Penthouse Apartment to Be Sold ---------------------------------------------- Bloomberg News reports that Bernard L. Madoff's penthouse apartment on the Upper East Side of Manhattan is under contract at an undisclosed price. The apartment is being sold by the U.S. Marshals Service. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BI-LO LLC: Eyes Emergence as Stand-Alone Entity by Mid-April ------------------------------------------------------------ Bi-Lo said it aims to exit from Chapter 11 protection by mid-April as a stand-alone company. Meanwhile, Bi-Lo said it will close seven locations in South Carolina, including its Mullins store. About 400 people work at the seven stores that will be affected by the closings. The chain is closing the stores "as part of the company's regular review of store profitability and to focus its resources," according to a press release. About BI-LO Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214 supermarkets in South Carolina, North Carolina, Georgia and Tennessee, and employs approximately 15,500 people. Dallas-based Lone Star Funds bought the business in 2005 from Koninklijke Ahold NV, the Dutch supermarket operator. Lone Star also owns Bruno's Supermarkets LLC, a chain of 66 stores that filed under Chapter 11 in February in Birmingham, Alabama. BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq., Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas; and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson & Elkins L.L.P., in New York, serve as counsel. Kurtzman Carson Consultants LLC serves as notice and claims agent. BI-LO listed between $100 million and $500 million each in assets and debts. BLUEGOLD CAPITAL: Downplays Rumors on Big Losses, Liquidation ------------------------------------------------------------- BlueGold Capital Management LLP said widespread rumors of big losses and position liquidation by the firm were false. It said in an e-mail to Dow Jones that "it's business as usual" in response to speculation of possible losses and position liquidation by the firm. "There is nothing going on," the Dow Jones cited Pierre Andurand, BlueGold's chief investment officer and managing partner, as saying. BlueGold Capital Management LLP (BlueGold) is a London-based hedge fund manager focusing on commodities with a special emphasis on the energy complex and oil derivatives. BOMBARDIER INC: Fitch Expects to Put 'BB+' Rating on $1 Bil. Notes ------------------------------------------------------------------ Fitch Ratings expects to assign a rating of 'BB+' to Bombardier Inc.'s planned issuance of $1 billion of senior unsecured fixed- rate notes with maturities not to exceed 10 years. Proceeds from the new debt will be available to fund a tender offer for up to $550 million of existing debt due between 2012 and 2014 and to support BBD's liquidity. BBD has the option to increase the tender offer up to $1.25 billion. The Rating Outlook is Negative. As of Oct. 31, 2009, BBD's outstanding debt and preferred stock totaled approximately $4.6 billion. The Negative Outlook incorporates concerns about the timing of a rebound in BBD's aerospace markets and near-term pressure on free cash flow. Free cash flow before dividends through the first nine months of fiscal 2010 was negative $727 million and was expected by BBD to be negative for the full year. Free cash flow at Bombardier Aerospace will be affected during the next several years by higher capital expenditures to support ongoing new product development for key programs, especially the CSeries, CRJ1000 NextGen and Learjet 85 aircraft. Expenditures for other programs are being closely controlled while BA addresses the slump in its aerospace business. As a result of the increased capital spending as well as higher working capital requirements, Fitch anticipates that BBD's free cash flow could be pressured in early fiscal 2011 until its working capital position improves and BA's aerospace markets stabilize, although the timing is uncertain. Working capital has recently been a material use of cash at both BT and BA due to a slowing of deliveries and the timing of inventory build and customer advances on new orders, including a buildup of CRJ1000 NextGen aircraft at BA. First delivery of the CRJ1000 NextGen aircraft was delayed into the second half of fiscal 2011 due to a problem with rudder controls that prompted the suspension of flight testing. The resolution of the problem, together with progress on other work at both BA and BT, would eventually support a return to positive cash flow. BBD's new debt will provide additional liquidity as BA deals with the decline in free cash flow, which is also being affected by lower revenue related to a decline in deliveries of business jets and regional aircraft. Deliveries could be especially weak during the first half of fiscal 2011, reflecting significant net cancellations for business jets in the first half of fiscal 2010. On a positive note, net orders turned slightly positive in the third quarter. Orders for regional jets also slowed in fiscal 2010 due to lower passenger traffic and financial difficulties at the airlines, prompting BA to announce production cuts in December 2009. There are signs that the business jet market is beginning to stabilize, including a fall-off in cancellations, improving utilization rates and lower inventories of used jets industry- wide. BBD's total inventories of new and used aircraft remains high by historical standards. Used jet inventory is down but does not include used jets financed off-balance sheet under sale- leaseback facilities that are actively used. The high inventory of used jets is partly offset by a modest decline in new aircraft inventory since it peaked the first quarter of fiscal 2010. Other rating concerns include inherent risks pertaining to new aircraft launches, project risk on Transportation contracts, the effect of currency exchange rate volatility on financial results and planning, and large pension contributions. Contingent liabilities related to past aircraft financing represents another concern as highlighted by the Mesa bankruptcy filing. BBD's direct exposure to Mesa should be manageable, but its ultimate exposure through credit and residual value guarantees is uncertain. The Mesa bankruptcy could hurt valuations throughout the regional aircraft industry depending on how the bankruptcy develops. The risk is mitigated by the timing of BBD's contingent liabilities which are spread out over time. The ratings could be downgraded if demand for business jets remains depressed for a sustained period, if BBD's transportation markets are affected significantly by market conditions, or if cash deployment for capital expenditures or other uses contributes to higher leverage or a reduction in BBD's liquidity. On the other hand, the Rating Outlook could return to Stable if conditions in BBD's aerospace markets stabilize and begin to improve or if BBD is able to reduce its cost structure sufficiently to rebuild its free cash flow. BBD still has substantial liquidity, helping to offset near-term concerns about free cash flow. At Oct. 31, 2009, BBD maintained approximately $3 billion of unrestricted cash balances and availability under a $500 million bank revolver that was added during fiscal 2010. Cash balances do not include $781 million of restricted cash related to its letter of credit (LOC) facilities. Restricted cash balances are not available for liquidity purposes or for the benefit of unsecured bondholders. BBD's liquidity benefits from a debt structure in which there are few maturities until 2012, before considering debt repayment from proceeds from the new debt issue. At Oct. 31, 2009 debt/EBITDA was 2.6 times (x). Fitch estimates this measure would be slightly over 3.0x on a pro forma basis when adjusted for the new debt. The ratings are supported by BBD's business diversification, leading market positions and a large backlog that helps to reduce the near-term impact of order volatility. At Bombardier Transportation (BT), the backlog increased during fiscal 2010 as a result of substantial orders. However, budget pressures at BT's major customers could potentially dampen results until the economy recovers further, particularly in Europe where BT has its strongest presence. A need for infrastructure in international markets should support BT's long-term growth. Over the long term, BBD remains focused on building a stronger capital structure and further reducing leverage, which would help reduce its cost of funds and improve the company's financial and strategic flexibility. Economic challenges are likely to prevent much improvement in the short term, however. Fitch affirms BBD's ratings: -- Issuer Default Rating at 'BB+'; -- Senior unsecured debt at 'BB+'; -- Preferred stock at 'BB-'. In addition, Fitch assigns this rating: -- Existing senior unsecured revolving credit facility 'BB+'. BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the planned $1 billion senior unsecured notes issue of Bombardier Inc. and affirmed all other ratings of the company including its Ba2 Corporate Family and Probability of Default ratings as well as its SGL-2 speculative grade liquidity rating. The ratings outlook remains stable. Assignments: Issuer: Bombardier Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned at Ba2, LGD4 - 52% Bombardier plans to use roughly 60% of the proceeds to repurchase existing indebtedness pursuant to a tender offer which will further improve its already good debt maturity profile. The remaining amount will bolster its US$3 billion cash position. Bombardier's key credit metrics will only modestly weaken as a result of the transaction. Bombardier's Ba2 rating is constrained by the persisting weak demand for business jets and commercial aircraft. While certain fundamentals appear to be improving (including increasing business jet utilization and reducing used aircraft available for sale), new aircraft orders and deliveries are expected to remain suppressed through calendar 2010 at the same time capital investment is increasing, associated with the development of the C-Series aircraft. However, weak Aerospace results are expected to be partially offset by increasing earnings from the Transportation segment. Darren Kirk, Vice President with Moody's said, "we expect Bombardier Transportation's results to demonstrate continued improvement through the next couple of years driven by its sizeable backlog level, strong demand for transit globally and the likelihood that further margin enhancement will be achieved." On a consolidated basis, Moody's expects Bombardier's financial metrics will remain weak for its rating through much of the next year, before improvement begins to occur in fiscal 2012. Bombardier's rating could be downgraded if leverage increased and remained above 4.25x and EBIT/ Interest expense dropped below 1.75x. Upwards rating movement would require evidence that the cyclical down forces in Aerospace had abated and leverage would improve below 3.25x and EBIT/ Interest would remain above 2.75x. Moody's last rating action on Bombardier was on October 9, 2009, at which time Bombardier's Speculative Grade Liquidity rating was upgraded to SGL-2 from SGL-3 and its other ratings were affirmed. Bombardier Inc., headquartered in Montreal, Quebec, is a diversified manufacturing company involved in the aerospace and transportation markets. BOMBARDIER INC: S&P Assigns 'BB+' Rating on $1 Bil. Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' debt rating (the same as the corporate credit rating on the company) and '4' recovery rating to Montreal-based Bombardier Inc.'s proposed US$1 billion senior unsecured notes due 2020. The '4' recovery rating indicates the expectation of an average (30%-50%) recovery in the event of a payment default. At the same time, Standard & Poor's affirmed its 'BB+' long-term corporate credit and senior unsecured debt ratings on the company. The '4' recovery rating on the senior unsecured notes is unchanged. The outlook is stable. "Though Bombardier will be increasing its funded debt through the proposed note offering, S&P believes the improved liquidity offsets the company's larger debt amount in S&P's assessment of the company's financial risk profile," said Standard & Poor's credit analyst Jamie Koutsoukis. "The rating, however, also incorporates S&P's expectation that the company will maintain its substantial liquidity position. Should a prolonged aerospace demand slump, or slower-than-expected cash flow from transportation significantly weaken Bombardier's liquidity position, S&P could look to lower the ratings," Ms. Koutsoukis added. The stable outlook reflects S&P's expectation that Bombardier will maintain strong liquidity through fiscal 2011, which S&P believes should support the company's expected increased capital spend program and provide a cushion for continued weaker market conditions, particularly within the aerospace division. The outlook also incorporates additional but modest deterioration in the company's credit measures as Bombardier increases its funded debt to augment its liquidity position through its proposed US$1 billion note offering and as cash flow generation remains reduced because business conditions in the aerospace division remain challenging. A negative rating action is possible upon further deterioration of adjusted debt to EBITDA to more than 4x or if adjusted FFO to debt falls below 20% for a sustained period. The rating action, if taken, would also reflect S&P's forward- looking view on aerospace market conditions and what S&P considers Bombardier's ability to adjust its capacity accordingly. Under the current business conditions, S&P believes an upgrade or outlook revision to positive is unlikely in the near term. Nevertheless, when what S&P views as more normal and stable market conditions return, S&P could consider revising the outlook to positive or raising the rating on Bombardier if the company improves its financial measures, with adjusted debt to EBITDA falling below 2.5x or adjusted FFO to debt reaching 40%. BRENAN FRANCISCO: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Brenan Angeles Francisco dba Bgf Enterprises, Llc dba Oasis Commodities, Llc Gina Hernandez-Francisco dba Bgf Enterprises, Llc dba Oasis Commodities, Llc 8197 Dusky Shadows Street Las Vegas, Nv 89113 Bankruptcy Case No.: 10-11889 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtors' Counsel: C Andrew Wariner, Esq. 823 Las Vegas Blvd So, Suite 500 Las Vegas, Nv 89101 Tel: (702) 953-0404 Fax: (702) 989-5388 Email: Awariner@Lvbklaw.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/nvb10-11889.pdf The petition was signed by the Joint Debtors. BRIDGEVIEW AEROSOL: Gets 4th Interim Access to Cash Collateral -------------------------------------------------------------- The Hon. Pamela H. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois, in a fourth interim order, authorized Bridgeview Aerosol, LLC, Aeronuevo, LLC, and USAerosols, LLC, to use Well Fargo Bank's cash collateral. A further hearing on the Debtors' continued access to the cash collateral will be held on March 18, 2010, at 10:30 a.m. Objections, if any are due on March 15, 2010, at 4:00 p.m. The Debtors would use the cash collateral to operate their business and to facilitate the reorganization of their balance sheets and business. The Debtors entered on March 20, 2008, into a business credit and security agreement, as amended, with Wells Fargo Bank to permit loan advances, including: (a) a $13,000,000 revolving line of credit for Bridgeview Aerosol's working capital requirements, letters of credit needs and the refinance of existing senior bank indebtedness; (b) a $1,545,000 term loan to allow Bridgeview Aerosol to refinance existing indebtedness relating to equipment; (c) a $4,125,000 term loan to enable AeroNuevo to refinance existing senior bank indebtedness relating to real estate; and (d) a $500,000 loan facility to finance Bridgeview Aerosol's purchase of new equipment. The Debtors pledged all of their assets as security under the Loan Agreement. As of the Petition Date, the Debtors' balance under the Loan Agreement is in excess of $12,000,000. The Debtors and Wells Fargo entered into certain Master Agreement for Treasury Management Services and Blocked Account Control Agreement directing deposit of all of Wells Fargo's cash collateral into an account in the name of Wells Fargo, pursuant to the terms of the Lockbox Agreement. Wells Fargo consented to Debtors' use of cash collateral, subject to a permitted variance of 10% per line item. The Debtors will make provisional interest payments to Wells Fargo as adequate protection for any diminution in value of its collateral: (a) $36,251 per month for their use of the cash collateral, plus (b) $13,901 per month for the Debtors' use of the property in Bridgeview, Illinois, that AeroNuevo owns. The Debtors will also grant Wells Fargo Bank liens of the highest available priority upon any asset that the Debtors acquire postpetition and any proceeds generated from the property; and adequate protection liens, which will be subject only to prior perfected and unavoidable liens in property of the Debtors' estate as of the Petition Date. In case the adequate protection liens and provisional interest payments are inadequate, Wells Fargo will have an allowed claim against the Debtors' estates that will be superior to any claim, whether an administrative of priority claim, against the Debtors' estates. About Bridgeview Aerosol Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the custom aerosol specialty products industry. BVA provides a wide array of services relating to aerosol products including initial product formulation, testing, manufacturing, packaging and distribution. BVA primarily manufactures, packages and distributes household cleaning and automotive products. Affiliate AeroNuevo owns the real property on which BVA operates. USAerosols is the parent company of BVA and AeroNuevo. Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021). Steven B. Towbin, Esq., at Shaw Gussis et al assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CAL INVESTMENTS: Asks for Court's Nod to Use Cash Collateral ------------------------------------------------------------ Cal Investments Inc. has sought permission from the Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California to use cash collateral to pay monthly operating expenses. In exchange for using the cash collateral, the Debtors propose to pay the prepetition lenders monthly adequate protection payments. A copy of the monthly adequate protection payments is available for free at http://ResearchArchives.com/t/s?519a A hearing is set for February 12, 2010, at 1:00 p.m. to consider the Debtor's request to use cash collateral. Soquel, California-based Cal Investments, Inc., filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Calif. Case No. 09-59405). Scott J. Sagaria, Esq., and Patrick Calhoun, Esq., at the Law Offices of Scott J. Sagaria assist the Company in its restructuring efforts. The Company listed in its bankruptcy petition $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. According to the schedules, the Company has assets of at least $13,957,842, and total debts of $22,913,609. CAPITAL GROWTH: Jim McDevitt Steps Down as Chief Fin'l Officer -------------------------------------------------------------- Capital Growth Systems Inc. reported that Jim McDevitt tendered his resignation as its chief financial officer on Feb. 1, 2010. The company's president and director, George A. King, agreed to serve as its interim CFO and will start that transition immediately. Mr. King joined the Company in September 2006 upon the Company's merger with 20/20 Technologies, Inc. and its wholly owned subsidiary Magenta net-Logic, Ltd., a global information services and consulting company which focused on the telecommunications industry and was co-headquartered in the United States and the United Kingdom. Going Concern At September 30, 2009, the Company had total assets of $50,008,000 against total liabilities of $81,513,000, resulting in shareholders' deficit of $31,505,000. At December 31, 2009, the Company had shareholders' deficit of $1,797,000. The Company said its net working capital deficiency, recurring operating losses, and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. However, the successful delivery on major customer contracts entered into since mid-2008 and continued success in closing these types of contracts are expected to move the Company into profitability. In addition to those new contracts, Management believes that the inclusion of VDUL's business and cash flows will have a positive impact on future results. At the same time, expenses are managed closely and lower-cost outsource opportunities are given case-by-case consideration. Notwithstanding, the Company continues to find support among its shareholders and other investors, as evidenced by the $5.6 million and $35.8 million financing completed in 2009 and 2008. This capital was used to fund the VDUL acquisition, to strengthen its core logistics business model, and to support existing operations. About Capital Growth Capital Growth Systems, Inc., and its subsidiaries operate in one reportable segment as a single source telecom logistics provider in North America and the European Union. The Company helps customers improve efficiency, reduce cost, and simplify operations of their complex global networks -- with a particular focus on access networks. CAROLYN RUSSELL: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Carolyn P. Russell 305 North Rolling Road Baltimore, MD 21228 Bankruptcy Case No.: 10-12656 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Robert A. Gordon Debtor's Counsel: Marc Robert Kivitz, Esq. 201 N. Charles Street, Suite 1330 Baltimore, MD 21201 Tel: (410) 625-2300 Fax: (410) 576-0140 Email: mkivitz@aol.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 $1,407,153, and total debts of $1,830,744. A full-text copy of Ms. Russell's petition, including a list of her 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb10-12656.pdf The petition was signed by Ms. Russell. CATHAY GENERAL: Fitch Affirms Issuer Default Ratings at 'BB' ------------------------------------------------------------ Fitch Ratings has affirmed the long-term Issuer Default Ratings for Cathay General Bancorp and its bank subsidiary, Cathay Bank at 'BB'. The Rating Outlook is Negative. Fitch's affirmation of CATY's ratings follows a further analysis of the company's commercial real estate portfolio. Based on this analysis, Fitch believes CATY could suffer further material losses over the coming quarters considering its portfolio is highly concentrated in CRE, the majority of which is located in California. CATY's CRE portfolio represents approximately 68% of total loans and 357% of total equity. Despite the view that CATY will remain under considerable credit stress, Fitch has affirmed CATY's ratings due to the company's demonstrated ability to raise needed capital to bolster its equity base and the stabilization in negative credit trends. The company has raised approximately $220 million in common equity since October 2009 and the company also has been successful in reducing higher risk elements of its portfolio. Without the recent addition of new capital and the stabilization in negative credit trends, CATY's ratings would have likely been downgraded. The Negative Rating Outlook reflects Fitch's concern that given CATY's credit concentration, the loan portfolio could generate losses which materially weaken the company's recently augmented capital base. Although Fitch affirmed CATY's long-term IDR, the notching on the company's preferred stock has been widened to three from its long- term IDR. Given the company's current and prospective performance challenges, as well as the presence of a Memorandum of Understanding with the Federal Reserve Bank of San Francisco, which requires the company to seek regulatory approval to pay dividends, Fitch believes there is a heightened risk of deferral on CATY's preferred stock dividends. Fitch considers deferral of dividends on hybrid securities as nonperformance. CATY is an $11.5 billion bank holding company headquartered in Los Angeles, CA and focuses on the Asian banking market in its geographic footprint. CATY has expanded in the Asian-American communities across the country with a presence in New York, Chicago, Massachusetts, New Jersey, Texas, and Washington State. Fitch has taken these rating actions: Cathay General Bancorp -- Long-term Issuer Default Ratings affirmed at 'BB'; -- Short-term IDR affirmed at 'B'; -- Preferred stock rating downgraded to 'B' from 'B+'; -- Individual affirmed at 'C/D'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Cathay Bank -- Long-term IDR affirmed at 'BB'; -- Short-term IDR affirmed at 'B'; -- Long-term deposits affirmed at 'BB+'; -- Short-term deposits affirmed at 'B'; -- Individual affirmed at 'C/D'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. CHIPMOS TECHNOLOGIES: Applies to Transfer NASDAQ Listing -------------------------------------------------------- ChipMOS TECHNOLOGIES (Bermuda) LTD. has submitted an application to the NASDAQ Stock Market to transfer its listing to The NASDAQ Capital Market from The NASDAQ Global Select Market. The Company earlier disclosed information about a deficiency letter received from the NASDAQ Stock Market Listing Qualifications Department on September 17, 2009. ChipMOS continues to meet all aspects of NASDAQ's stringent regulatory, corporate governance and financial requirements, other than NASDAQ's minimum bid price requirement. If the transfer listing application for listing its securities on The NASDAQ Capital Market is approved, NASDAQ will notify the Company that it has been granted an additional 180 calendar day compliance period, commencing on March 16, 2010. If the Company is not so eligible for initial listing on The NASDAQ Capital Market, NASDAQ will provide written notice to Company informing that the Company's securities will be delisted. At that time, the Company may appeal the determination made by NASDAQ to delist its securities to a Listing Qualifications Panel or submit to NASDAQ, proposals that may be adopted regarding Company's definitive plan to address the subject of the deficiency letter. About ChipMOS TECHNOLOGIES Based in Hsinchu, Taiwan, ChipMOS Technologies (Bermuda) Ltd. provides a range of semiconductor testing and assembly services primarily for memory, mixed-signal, and liquid crystal displayand other flat-panel display driver semiconductors. The Company also provides semiconductor turnkey services by purchasing fabricated wafers, and selling tested and assembled semiconductors. CHRYSLER LLC: Pledges US$550-Mil. to Build Fiat 500 in Mexico ------------------------------------------------------------- Chrysler Group LLC will invest US$550 million to build the Fiat 500 minicar at its assembly plant near Mexico City, The Associated Press reports. The report relates Chrysler CEO Sergio Marchionne said the new work at its Toluca plant will create 400 jobs. According to the report, Mr. Marchionne said the company will begin making the model in December for US and Latin American markets. AP notes that Mexican President Felipe Calderon said Chrysler will produce between 100,000 and 130,000 vehicles at the plant, creating about 1,200 indirect jobs. The report relates that the Mexican government has provided a US$400 million incentive package for the project, the majority of it as loans. 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: Rejected Dealers Lose Fight Over Contracts -------------------------------------------------------- A bankruptcy judge has refused to reconsider an order giving Chrysler LLC castoff Old Carco LLC the green light to reject executory contracts and unexpired leases with a slew of U.S. automobile dealers. 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: Has Protocol for Treating Contracts ------------------------------------------------- Pursuant to Sections 105, 365 and 1123 of the Bankruptcy Code, Old Carco LLC and its units ask the Court to approve (a) procedures to address the treatment of certain agreements in the Debtors' Chapter 11 cases pursuant to their Joint Plan of Liquidation, including the assumption and assignment and rejection of executory contracts and unexpired leases, and (b) the proposed form and manner of notice to be given to counterparties to the agreements with the Debtors. Corinne Ball, Esq., at Jones Day, in New York, relates that the Plan calls for the establishment of certain procedures governing the treatment of Executory Contracts or Unexpired Leases. In particular, the Plan contemplates that a "Contract Procedures Order" will be entered on or prior to the Confirmation Date to address, among other things, various issues with respect to the assumption and assignment and rejection of Executory Contracts or Unexpired Leases. The Plan includes provisions regarding the assertion and treatment of claims related to the assumption and assignment or rejection of Executory Contracts or Unexpired Leases, including Cure Amount Claims arising under Section 365 of the Bankruptcy Code in respect of monetary defaults, and claims, including administrative claims, arising from the rejection of Executory Contracts or Unexpired Leases under the Plan. The Plan, however, does not specify the procedures for providing notice, and an opportunity to object, to counterparties to Executory Contracts or Unexpired Leases, Ms. Ball tells Judge Gonzalez. In this regard, she notes, the Plan contemplates that the Contract Procedures Order will be entered on or before the Confirmation Date to address these issues. Hence, the Debtors ask the Court to approve their proposed Plan Contract Procedures to address those issues. Rejection Procedures The Debtors propose that these Rejection Procedures with respect to Executory Contracts and Unexpired Leases to be rejected under the Plan: (a) The Debtors will not provide individualized notice of the rejection of each Executory Contract or Unexpired Lease. Rather, the Debtors will include general notice of the rejection in the notice of entry of the Confirmation Order; (b) Any party that wishes to object to the proposed rejection, and that did not previously raise an objection in connection with the confirmation of the Plan, must file with the Court and serve on counsel to the Debtors or the Liquidation Trust, a written objection setting forth the basis for opposing rejection of the applicable agreement. The Debtors or the Liquidation Trust may file a reply to a Rejection Objection no later than 21 days after the filing of the objection. If no Rejection Objection is properly and timely filed, the proposed rejection will be deemed approved in accordance with the Plan and the Confirmation Order, effective as of the Confirmation Date; (c) If a Rejection Objection is timely filed, the Debtors or the Liquidation Trust may set a hearing on the dispute to be heard by the Court at any omnibus hearing date in the bankruptcy cases that is at least 14 days after the Rejection Reply Deadline by filing a notice of hearing and serving that notice on the contract counterparty; and (d) The Confirmation Notice also will set forth the procedures and the bar date for asserting a Rejection Damage Claim. The bar date for filing that claim will be 30 days after the Effective Date. Assumption and Assignment Procedures The Debtors also propose that these procedures with respect to Executory Contracts or Unexpired Leases to be assumed and assigned under the Plan: (a) Subject to the Debtors' rights to amend the exhibit, a Plan Assumption Exhibit will be filed with the Court and served on parties-in-interest identified on the General Service List and the Special Service List in accordance with the Case Management Order. The Debtors will provide written individualized Assumption Notices to each party whose Executory Contract or Unexpired Lease is identified on the Plan Assumption Exhibit; (b) The Plan Assumption Exhibit will include: * information identifying the Executory Contracts or Unexpired Leases to be assumed and the parties; * the proposed Cure Amount Claims to be paid by the Debtors to cure all monetary defaults and satisfy the requirements of Section 365(b)(1) of the Bankruptcy Code; and * notice of the proposed assignment of each Executory Contract or Unexpired Lease to the Liquidation Trust; (c) The Debtors will provide written individualized notices to each party whose Executory Contract or Unexpired Lease is identified on the Plan Assumption Exhibit. The Assumption Notice will include the Executory Contract or Unexpired Lease being assumed and assigned and the Cure Amount Claim, if any; (d) No later than three business days after the deadline for filing Plan Assumption Exhibit, an individualized Assumption Notice will be served on all counterparties to Executory Contracts or Unexpired Leases; (e) A party that wishes to object to the proposed assumption of an Executory Contract or Unexpired Lease must file with the Court and serve on counsel to the Debtors or the Liquidation Trust a written objection setting forth the basis for the objection. An Assumption Objection must be filed no later than 14 days after the service of the Assumption Notice on the contract counterparty. The Debtors or the Liquidation Trust may file a reply to any Assumption Objection no later than 21 days after the filing of the Assumption Objection. If no Assumption Objection is properly and timely filed and served with respect to an Executory Contract or Unexpired Lease, the proposed assumption and assignment will be deemed approved in accordance with the Plan and the Confirmation Order, effective as of the Effective Date, and the Cure Amount Claim will be deemed approved and will be paid in accordance with the Plan and the Confirmation Order, without further action of the Court; (f) If an Assumption Objection is timely filed, the parties will confer regarding the potential resolution of the Assumption Objection prior to the Assumption Reply Deadline. If the parties are unable to resolve the Assumption Objection, then the Debtors may schedule the dispute to be heard by the Court by filing a notice of hearing with the Court and serving the notice on the objecting counterparty; (g) Notwithstanding the inclusion of an Executory Contract or Unexpired Lease on the Plan Assumption Exhibit, or the filing of an Assumption Objection with respect to any Designated Agreement, the Debtors will retain the right to redesignate a Designated Agreement for rejection at any time through the Effective Date by serving a Removal Notice on the counterparty to the Designated Agreement; and (h) If an Assumption Objection is sustained by the Court, the applicable Designated Agreement will be deemed automatically rejected by the Debtors, effective as of the Effective Date, unless the Debtors or the Liquidation Trust: * appeal the Court's order, and they prevail on appeal; * accept a higher cure amount established by the Court or by an appellate court, or agree to other terms and conditions on assumption and assignment that may be imposed by the Court or an appellate court; or * reach an agreement with the contract counterparty. Treatment of Other Agreements The Debtors are parties to various prepetition agreements that are not executory in nature. In some cases, the Debtors may have remaining rights under those Nonexecutory Agreements. Moreover, the Debtors have entered into a number of Postpetition Agreements that generally are not subject to the provisions of Section 365. As described in the Plan, the Debtors are liquidating their Estates, and subsequently dissolving, in connection with the consummation of the Plan. The Plan provides that Nonexecutory Agreements and Postpetition Agreements will vest in the Liquidation Trust following the completion of the Restructuring Transactions. Any further procedures or issues relating to Nonexecutory Agreements and Postpetition Agreements will be addressed in the Confirmation Order. 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: Maricopa County Opposes Confirmation of Plan ---------------------------------------------------------- Maricopa County, a secured tax lien creditor, relates that it filed a proof of claim against the Debtors' bankruptcy estates for $169,401, which represents 2008 and 2009 real property taxes plus interest accruing at the statutory rate of 16% per annum. Maricopa County also filed another proof of claim for $15,012 for 1989 to 1993 and 2009 personal property taxes plus interest. Maricopa County objects to the confirmation of the Debtors' Second Amended Joint of Liquidation as the Plan seems to only provide for the accrual of postpetition interest at the Federal Judgment Rate of approximately 0.52%, Barbara Lee Caldwell, Esq., at Aiken Schenk Hawkins & Ricciardi P.C., in Phoenix, Arizona, tells Judge Gonzalez. Ms. Caldwell contends that Maricopa County's secured tax claims are entitled to interest at the applicable interest rate under nonbankruptcy law, citing Section 511 of the Bankruptcy Code. She notes that interest accrues at the statutory rate of 16% per annum. Arizona law grants Maricopa County a valid lien that is "prior and superior to all other liens and encumbrances on the property" and the tax liens attach on January 1st of the applicable tax year, Ms. Caldwell further contends. Against this backdrop, Maricopa County asks the Court to deny confirmation of the Plan, unless the Debtors further amend the Plan to provide for the accrual of interest on Maricopa County's secured tax claims at the statutory rate of 16% per annum until paid in full. The Chapter 11 Plan Copies of the Second Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Chrysler_2ndAmendedPlan_012210.pdf http://bankrupt.com/misc/Chrysler_2ndAmendedDS_012210.pdf The hearing to consider confirmation of the Plan is currently set to commence March 16, 2010, at 10:00 a.m., Eastern Time. Confirmation objections are due March 2. Deadline for submitting ballots to accept or reject the Plan is also on March 2. Assuming that the requisite votes to accept the Plan are received, the applicable requirements under the Bankruptcy Code are met and the other conditions to the confirmation of the Plan are satisfied, the effective date of the Plan currently is expected to occur on or before March 31, 2010. The Joint Plan provides for the liquidation of the Debtors' remaining assets and the implementation of certain restructuring transactions and other agreements. As of the effective date of the Plan, each of the Debtors will cease to exist, and the Liquidation Trust Assets will be transferred to and vest in the Liquidation Trust free and clear of all Liens, Claims and Interests. The Debtors, according to their Plan, will not be paying the initial $4 billion loan it availed from the U.S. government through the Troubled Asset Relief Program in January 2008. Unsecured creditors will not recover anything, unless they vote to accept the Plan and the Daimler Litigation will bring in more than $25 million. The Daimler Litigation was commenced by the Official Committee of Unsecured Creditors on August 17, 2009, against certain Daimler Parties for intentional and constructive fraudulent transfer, unjust enrichment, corporate alter ego and breach of fiduciary duty. 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: New Chrysler Says It's LOC Beneficiary ---------------------------------------------------- Chrysler Group LLC, formerly known as New CarCo Acquisition LLC, seeks an order clarifying that JPMorgan Chase Bank, N.A., should recognize New Chrysler as the beneficiary of a certain Letter of Credit, as if New Chrysler were the beneficiary at the time of its issuance, and allow New Chrysler to draw on the Letter of Credit in its own name. Sberbank, formerly known as Savings Bank of the Russian Federation, issued a letter of credit on May 18, 2006, on behalf of applicant Limited Liability Company Automobile Plant GAZ to DaimlerChrysler Corporation as beneficiary. In the Letter of Credit, JPMorgan undertook that all drawings under the Letter of Credit would be duly honored upon delivery of the necessary documents by DaimlerChrysler to JPMorgan. By its terms, the Letter of Credit expires March 15, 2010. The Letter of Credit backs GAZ's obligations under a Technology License Agreement, dated as of April 12, 2006, initially between DaimlerChrysler and ECTC, Inc. GAZ became party to and bound by the License Agreement pursuant to the Assignment and Assumption Agreement, dated as of April 12, 2006, between ECTC. and GAZ, as acknowledged and agreed by DaimlerChrysler. New Chrysler became a party to and bound by the License Agreement via assumption and assignment from Old Carco LLC, which is the direct successor of DaimlerChrysler. Under the License Agreement, as assumed by GAZ and by New Chrysler, New Chrysler provides GAZ a license to certain vehicle technology, in exchange for a per- vehicle license fee and a guaranteed minimum payment of $20 million. Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, in New York, tells the Court that the GAZ Agreements, including the Letter of Credit, are "Contracts" assigned by the Debtors to New Chrysler pursuant to the terms of the purchase agreement in the Fiat Sale Transaction. After the closing of the Sale Transaction, New Chrysler assumed and continued to perform all of the Debtors' obligations under the GAZ Agreements. Under the License Agreement, GAZ is obligated to New Chrysler for a guaranteed minimum payment of $20 million backed by the Letter of Credit. The amount is due and unpaid as of January 2, 2010, and New Chrysler wishes to draw on the Letter of Credit to satisfy the obligation. Mr. Dietderich discloses that JPMorgan has expressed concerns to New Chrysler that it could be subject to conflicting claims with respect to the Letter of Credit, and indicated that it will not recognize New Chrysler's right to draw under the Letter of Credit without a clarifying order of the Court that New Chrysler should be recognized as the beneficiary of the Letter of Credit permitted to draw on the Letter of Credit in place of DaimlerChrysler Corporation. Hence, New Chrysler asks the Court to enter a clarifying order. The Court will commence a hearing on February 18, 2010, to consider the request. Objections are due February 15. 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: New Chrysler Takes Contract With GEM & GSA -------------------------------------------------------- Old Carco LLC and its units ask the Bankruptcy Court for authority to assume and assign to New Chrysler a certain contract and related documents that the Debtors previously entered into with GEM Electric Motorcars LLC and the General Services Administration. The Contract pertains to GEM's supply of certain low-speed electric vehicles for use by entities of the United States government and the provision of related services. No dollar amount or value for the contract was given. Corinne Ball, Esq., at Jones Day, in New York, relates that the Contract is an executory contract within the meaning of Section 365 of the Bankruptcy Code, eligible for assumption by the Debtors and assignment to New Chrysler. Ms. Ball tells the Court that the GSA has agreed to the Debtors' assumption and concurrent assignment of the Contract to New Chrysler, and New Chrysler has indicated to the Debtors its desire to take an assignment of the Contract. 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: Wants to Enforce Stay vs. Dealers for Third Time -------------------------------------------------------------- Old Carco LLC and Chrysler Group LLC have made a third request to the Court to enforce: (a) the protections of the automatic stay; (b) the free and clear provisions of the Sale Order; (c) the enforcement provisions of the Sale Order; and (d) the provisions of the Rejection Order, in each case to stop the pursuit of certain litigation by the Noncompliant Dealers in violation of the Court's orders, including the award of contempt damages against the Noncompliant Dealers for the costs incurred by the Debtors and New Chrysler in bringing their current request and responding to the litigation that the Noncompliant Dealers have brought in other forums. As previously reported, Judge Gonzalez approved the Debtors' first request to enforce the automatic stay and ruled that dealers should withdraw their actions by September 10, 2009, or they will be subject to a sanction of $10,000 per day and payable to the Court until full compliance. Subsequently, the Debtors and New Chrysler jointly filed a second request to enforce the Court's prior orders and the automatic stay. Specifically, the Debtors and New Chrysler sought to enjoin certain litigation commenced by two Utah rejected dealers, Painter's Sun Country Chrysler, Inc. and Cutrubus Motors, Inc. d/b/a Rocky Mountain Chrysler-Jeep and Layton Dodge, Inc. d/b/a Cutrubus Chrysler Jeep Dodge, against New Chrysler in which those dealers attempted to block the establishment of new dealers in their former market areas in violation of the Court's orders. Within 10 days of the filing of the Second Enforcement Motion, Cutrubus and Painter's Sun withdrew their protests before the Utah Motor Vehicle Franchise Advisory Board and the Debtors and New Chrysler withdrew the Second Enforcement Motion based on the Dealers' dismissal of their protests. However, despite the clear and unambiguous prior rulings of the Court on numerous occasions, Archer Automotive, Inc. and Archer Volkswagen, Inc., two former Texas dealers whose dealer agreements were rejected in the Debtors' bankruptcy cases, continue to violate the terms of the Sale Order and the Rejection Order by pursuing rights against New Chrysler based on their rejected dealer agreements, which compels the Debtors and New Chrysler to once again seek enforcement of the Court's prior Orders, Corinne Ball, Esq., at Jones Day, in New York, relates. On January 11, 2010, the two Noncompliant Dealers filed an amended application in a Texas state court seeking to restrain, or block, the Texas Department of Motor Vehicles from processing or continuing to process the license application submitted by Gillman XSM LLC for the Chrysler, Jeep and Dodge line-makes, pending resolution of certain arbitrations the Noncompliant Dealers are seeking. Ms. Jones contends that the Noncompliant Dealers are attempting to avoid the enforcement powers of the Court's prior Orders. The Noncompliant Dealers assert that they are not currently franchised licensees and are eligible to file their own administrative proceeding. However, Ms. Jones argues that in nonetheless seeking to block the licenses of New Chrysler's dealer applicants, the Noncompliant Dealers are merely trying to assert form over substance, as they clearly seek to block the establishment of Gillman as if they otherwise had the right of a rejected dealer. The Court's orders and opinions make clear that rejected dealers cannot seek to block or restrain New Chrysler from proceeding with its network activities, however, in a thinly veiled effort to circumvent the Court's orders, the Noncompliant Dealers repeatedly reference the Federal Legislation, which is a "red herring" because the Federal Legislation does not grant the Noncompliant Dealers any relief from the Court's prior Orders, Ms. Jones further argues. The Debtors and New Chrysler subsequently filed, for the record, a supplement to Archer's first amended application for temporary restraining order and temporary injunction, and alternative pleading. The Dealer Supplemental Application was filed by Archer Automotive and Archer Volkswagen in Texas state court on January 20, 2010, to supplement the Noncompliant Dealers' Application. The Court will conduct a hearing on February 18, 2010, to consider the Debtors' request. 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: EA to Pay $5.2M to Settle Resale Dispute ------------------------------------------------------ Electronic Arts Inc. has agreed to pay Circuit City Stores Inc. $5.2 million to settle a dispute over a resale agreement between the companies, 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). CITIGROUP INC: To Unload Unwanted Assets; in Talks with P/E Firms ----------------------------------------------------------------- Francesco Guerrera, Henny Sender and Aline van Duyn at The Financial Times report that people close to the situation said Citigroup Inc. had opened talks with private equity groups and hedge funds over the sale of $3 billion worth of car loans as part of its efforts to cleanse its balance sheet of billions of dollars in troubled assets. According to the FT, Citi is believed to have offered to provide the buyers of the loans with finance for a few years after the sale to make the business more attractive. According to the FT, bankers said that the initial response from potential bidders was encouraging. FT notes some of the Citi loans have already been securitized under the term asset-backed securities loan facility, a U.S. government program aimed at supporting the ailing securitization market. According to FT, some private equity groups and hedge funds that have looked at the assets, however, said that the lack of a thriving market for securitized bonds, which are backed by cash flow from loans, made the assets less attractive. They added that the absence of a fully functioning securitization market increased the uncertainty over how buyers could fund the loans once Citi's credit facility expired. Citi declined to comment, FT says. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CMH INC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: CMH, Inc. fka Medek, Inc. 3213 Kirkwood Highway Wilmington, DE 19808 Bankruptcy Case No.: 10-10412 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Leo John Ramunno, Esq. Red Clay Center at Little Falls Artisan's Bank Building 2961 Centerville Road, Suite 302 Wilmington, DE 19808 Tel: (302) 482-2490 Fax: (302) 482-2509 Email: jram51085@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by James H. Harbison. CONVERA CORP: Files Certificate of Dissolution ---------------------------------------------- Convera Corporation filed its Certificate of Dissolution with the Delaware Secretary of State on February 8, 2010, in accordance with its previously announced plan of complete dissolution and liquidation. As a result of such filing, the company has closed its stock transfer books and will discontinue recording transfers of its common stock, except by will, intestate succession or operation of law. Accordingly, and as previously announced, trading of the company's stock on the NASDAQ Stock Market will cease after the close of business on February 8, 2010. As previously announced, the Convera board of directors has declared an initial cash distribution of $0.10 per share, payable to each shareholder of record as of the close of business on the record date, February 8, 2010, for each share of Convera common stock held as of such date. Convera expects to pay the distribution on February 16, 2010. Additional information regarding the company's plan of dissolution and liquidation and the previously announced Firstlight merger is available on Form 14-A, filed with the Securities and Exchange Commission on December 31, 2009, and mailed to shareholders on January 8, 2010. Convera's plan of dissolution contemplates an orderly wind down of its business and operations. About Convera Convera Corporation (Nasdaq: CNVR) -- http://www.convera.com/-- provides intelligent search, content and site monetization solutions for the publisher market. Convera's technology solutions are employed across many diverse markets and in 40 countries by leading publishers including Advanstar, Centaur Media, CMPMedica, Lebhar-Friedman, Vance Publishing and Wiley Publications. Convera is a public company based in Vienna, Virginia, and has been an established leader in the business of search technologies since 1990. COOPER-STANDARD: Disclosure Statement Hearing on March 9 -------------------------------------------------------- Cooper-Standard Holdings Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve their disclosure statement, saying it contains adequate information necessary for their creditors to make an informed decision about their Chapter 11 plan of reorganization. The Debtors point out that the disclosure statement contains "ample information" about: (1) the terms of the Plan; (2) events preceding their Chapter 11 cases and their business operations during the course of their bankruptcy; (3) estimates of the claims asserted or to be asserted against their estates and the value of distributions to be received by holders of the claims; (4) the risk factors affecting the Plan; (5) the method and timing of distributions under the Plan; (6) financial information, valuations, and pro forma projections that would be relevant to creditors' determinations of whether to accept or reject the Plan; (7) a liquidation analysis identifying the estimated return that creditors would receive if the Debtors' bankruptcy cases were cases under Chapter 7 of the Bankruptcy Code; (8) the federal tax consequences of the Plan; and (9) appropriate disclaimers regarding the Court's approval of information only as contained in the disclosure statement. Court approval of the disclosure statement is necessary to allow the Debtors to solicit votes from creditors for confirmation of the Plan. For purposes of soliciting votes in connection with the confirmation of their Joint Chapter 11 Plan of Reorganization, Cooper-Standard Holdings Inc. and its affiliated debtors ask the Court to: (1) approve the proposed solicitation procedures for the acceptance or rejection of the Plan; (2) set March 9, 2010, as the record date for purposes of determining creditors entitled to receive solicitation materials and creditors entitled to vote to accept or reject the Plan. (3) set April 9, 2010, as the deadline by which ballots of accepting or rejecting the Plan must be received by the voting agent, Kurtzman Carson Consultants LLC, in order to be counted; (4) set April 20, 2010, as the hearing date to consider confirmation of the Plan, and April 9, 2010, as the deadline for filing objections to the confirmation. The Court will hold a hearing on March 9, 2010, to consider approval of the proposed procedures. Deadline for filing objections is March 2, 2010. COOPER-STANDARD: Files Proposed Plan of Reorganization ------------------------------------------------------ Cooper-Standard Holdings Inc. and its subsidiary debtors filed with the U.S. Bankruptcy Court for the District of Delaware their joint Chapter 11 Plan of Reorganization and accompanying Disclosure Statement on February 1, 2010. Under the Plan, the Debtors' debt will be reduced to $430 million when it emerges from bankruptcy, which represents a drop of more than 60% or $700 million. The Debtors had total liabilities of more than $1 billion when they filed for bankruptcy protection on August 3, 2009. The Plan proposes to pay in full in cash the Debtors' prepetition credit facility and debtor-in- possession financing. General unsecured claims against Cooper-Standard Automotive Inc. and all of its subsidiary debtors will also receive payment in full in cash. Under the Plan, holders of claims that stemmed from the 7% Senior Notes due 2012 will be issued about 18.75% or 4,083,333 shares of the new common stock. Eligible holders of senior note claims will acquire their share of rights to purchase about 45% or 9,800,000 of the new common stock. The new common stock consist of 21,777,778 shares of common stock; common stock that are to be distributed to non-eligible noteholders; and shares of common stock issued and could be issued in connection with the equity incentive compensation plan that would be adopted by a reorganized CSHI, among others. Meanwhile, holders of claims which stemmed from the 8 3/8% Senior Subordinated Notes due 2014 will be issued about 6.25% or 1,361,111 shares of the new common stock, and warrants to acquire an additional 5% of the stock or, at the election of those holders, a cash payment in lieu of warrants. Eligible holders of senior subordinated notes claims will acquire their share of rights to acquire 15% or 3,266,667 shares of the new common stock. Rights Offering The distribution of rights to purchase shares of new common stock is part of a deal the Debtors hammered out with certain noteholders, under which the latter agreed to backstop a $245 million equity rights offering. The deal is formalized in a 65-page agreement known as Equity Commitment Agreement, a copy of which is available for free at: http://bankrupt.com/misc/CSHI_EquityCommitmentAgreement.pdf Under the Equity Commitment Agreement, certain noteholders agreed to purchase 15% of the new common stock in the reorganized Debtors being issued pursuant to the Plan, and committed to provide a backstop for any unsubscribed portion of the rights offering in the total sum of $245 million. The Debtors will use the cash raised in the rights offering to pay holders of prepetition credit facility claims. As consideration for entry into the Equity Commitment Agreement, the noteholders are entitled to a fee in the sum of $8,575,000, which is equal to 3.5% of the total consideration that will be received by the reorganized Debtors in the rights offering. They will also be indemnified for any liability arising out of or with respect to the rights offering whether or not it is consummated. "Obtaining a $245 million equity investment and filing our Plan are significant achievements that pave the way for our expeditious and efficient emergence from bankruptcy," James McElya, chairman and chief executive officer of CSHI, said in a statement. "The Equity Commitment Agreement is a strong statement of support by a significant group of the company's current creditors and the fact that the Official Committee of Unsecured Creditors fully supports the Plan and the rights offering strongly indicates that the transaction is in the best interests of all of our unsecured creditors," he said. "The Plan and Equity Commitment Agreement will allow the company to emerge from bankruptcy with a stronger balance sheet and maintain its leadership position in the industry," Mr. McElya added. Approval of the Equity Commitment Agreement and rights offering is one of the conditions of confirmation and consummation of the Plan. The Debtors have already filed a motion in the Bankruptcy Court seeking approval of the Equity Commitment Agreement and a process for the consummation of the rights offering, and a motion to file under seal schedules to the agreement. A copy of the document detailing the proposed process is available for free at: http://bankrupt.com/misc/CSHI_RightsOfferingProcess.pdf A hearing will be held on February 25, 2010, if any objections to the motions are received by the Bankruptcy Court on or before February 18, 2010. The Plan, the Rights Offering, and all related transactions have the full support of the Official Committee of Unsecured Creditors, the company statement pointed out. The Court will hold a hearing on March 9, 2010, to consider approval of the Disclosure Statement. Deadline for filing objections is March 2, 2010. Exit Financing Aside from the approval of the Equity Commitment Agreement and rights offering, another condition precedent to confirmation of the Plan is obtaining and consummating exit financing. Under the Plan, the Debtors are required to obtain a new working capital facility of up to $150 million, and a new secured term debt facility of up to $400 million. The Debtors have been in talks with some lenders, including Bank of America N.A. and Bank of America Securities LLC, to obtain exit financing. An agreement governing the provision of the new secured term debt facility will be filed with the Bankruptcy Court as part of a Plan supplement. Directors of the Reorganized Debtors The new Board of Directors of Reorganized Holdings on and after the Effective Date will consist of (i) the chief executive officer of Reorganized Holdings, (ii) two members proposed by Oak Hill Advisors L.P., (iii) two independent members from the current Board of Directors of Holdings selected by the Debtors, with the consent of the Required Backstop Parties and the Creditors' Committee, not to be unreasonably withheld or delayed, and (iv) two independent members selected by the Backstop Parties other than Oak Hill Advisors, L.P., with the assistance of an independent search firm as agreed upon by the parties and the Debtors and the Creditors Committee. Pension Plans Upon confirmation of the Plan, the Reorganized Debtors will assume and maintain their Pension Plans, and contribute to the Pension Plans the amount necessary to satisfy the minimum funding standards. Valuation of the Debtors The Debtors' financial advisor, Lazard, has concluded that the Distributable Value of the Reorganized Debtors ranges from $875 million to $975 million, with a mid-point estimate of approximately $925 million as of an assumed Plan effective date of April 1, 2010. Lazard's estimate assumes that the Debtors have no "excess" cash at emergence. Liquidation Analysis Allen Campbell, vice-president and chief executive officer of CSHI, said that if CSHI and its affiliated debtors were liquidated under Chapter 7 of the Bankruptcy Code, the holders of claims in all classes "would receive distributions of a value significantly less than the value of the distributions provided to the Creditors in such classes under the Plan . " "The Debtors have considered the effects that a liquidation under chapter 7 of the Bankruptcy Code would have on the ultimate proceeds available for distribution to creditors in a case under chapter 11," Mr. Campbell said, citing the increased costs and expenses of liquidation and the erosion in value of assets in the context of the expeditious liquidation required under chapter 7. A copy of the Debtors' liquidation analysis is available for free at http://bankrupt.com/misc/CSHI_LiquidationAnalysis.pdf Cooper-Standard Automotive Canada Ltd., CSHI's Canadian subsidiary that has sought relief under the Companies' Creditors Arrangement Act in Canada, intends to file a plan of arrangement or compromise in the Ontario Superior Court of Justice in the near term. Full-text copies of the Debtors' Plan and disclosure statement are available for free at: http://bankrupt.com/misc/CSHI_Chapter11plan.pdf http://bankrupt.com/misc/CSHI_DisclosureStatement.pdf The Plan is the result of extensive negotiations among the Debtors, the Creditors' Committee, certain holders of the Debtors' senior notes and senior subordinated notes, and the backstop parties. The debtors believe that the Plan provides the best possible result for all holders of claims and interests in the Chapter 11 cases and that acceptance of the Plan is in the best interests of tile debtors' creditors. Accordingly, the Debtors and the Creditors' Committee strongly urge all holders of claims in impaired classes receiving ballots to vote to accept tile plan. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COOPER-STANDARD: Treatment of Claims Under Plan ----------------------------------------------- Claims against and interests in Cooper-Standard Holdings Inc. and its subsidiary debtors are divided into 10 classes. Priority tax claims and administrative expenses have not been classified and are excluded from these classes: Type of Class Claim/Interest Proposed Treatment ----- -------------- ------------------ Not applicable Administrative The Debtors or the Expenses reorganized Debtors will pay each allowed administrative expense in full in cash. Not applicable Priority Tax Claim Each claimant will be (about $3 million entitled to receive cash estimated) payments or other treatment agreed to by the claimant and the Debtors or the reorganized Debtors. Class 1 Priority Claims Unimpaired. Claimant will (approximately entitled to receive cash $250,000 estimated) in an amount sufficient to render the claim unimpaired, provided that allowed priority claims representing obligations incurred in the ordinary course will be paid in full or performed by the Debtors or reorganized Debtors consistent with past practice. Class 2 Miscellaneous Unimpaired. The legal, Secured Claims equitable or contractual (approximately $0 rights of the claimant estimated) will remain unaltered. The claimant will retain any liens and security interests securing the claim or the Debtors will provide other treatment that will render the claim unimpaired. Class 3 Intercompany Claim Unimpaired. Intercompany (approximately claims against any Debtor $1.087 billion will not receive a Estimated) distribution. Instead, at the option of the Debtors or the reorganized Debtors, the legal, equitable and contractual rights of the claimants will remain unaltered in full or in part, and treated in the ordinary course of business, or the intercompany claim will be cancelled and discharged in full or in part in which case, the discharged and satisfied portion will be eliminated and the claimants will not be entitled to and will not receive or retain any property or interest in property on account of such portion under the Plan, provided that intercompany claims against any Debtor held by a non-Debtor subsidiary will remain unaltered. Class 4 Prepetition Credit Unimpaired. Claimant will Facility Claims receive payment in full in ($655.6 million, cash. including accrued and unpaid interest at the non-default contract rate through March 31, 2010) Class 5 Senior Note Claims Impaired. Each claimant ($208.9 million) will be entitled to receive pro rata share of, in the aggregate, 4,083,333 shares or approximately 18.75%, of the new common stock. Eligible noteholders of allowed senior note claims will be entitled to receive their pro rata share of rights to purchase, in the aggregate, 9,800,000 shares, or approximately 45% of the new common stock pursuant to the rights offering. Non- eligible noteholders will receive the "non-eligible noteholder shares." Class 6 Senior Subordinated Impaired. Each claimant Note Claims will be entitled to receive ($330 million) its pro rata share of, in the aggregate, 1,361,111 shares or approximately 6.25% of the new common stock; and warrants to purchase up to 5% of the new common stock, provided that the claimant may elect to receive cash payment in lieu of receiving the warrants. Eligible noteholders of allowed senior subordinated note claims will be entitled to receive their pro rata share of rights to purchase, in the aggregate, 3,266,667 shares or approximately 15% of the new common stock pursuant to the rights offering. Non-eligible noteholders will receive the "non-eligible noteholder shares. Class 7 Subsidiary Debtor Unimpaired. Each claimant General Unsecured will be entitled to receive Claims (approximately cash in an amount sufficient $22.2 million to render its claim estimated) unimpaired. Class 8 Subsidiary Debtor Unimpaired. The legal, Equity Interests equitable and contractual rights of the holder will remain unaltered. Class 9 Holdings General Impaired. All claims will Unsecured Claims be extinguished and no (approximately distributions will be made $69.113 million to the claimants. estimated) Class 10 Old Holdings Equity Impaired. All interests Interests will be cancelled and extinguished and no distributions will be made to holders of such interests. The Plan constitutes a separate sub-plan for CSHI and each of its Subsidiary Debtors. Except for the priority tax claims and administrative expenses, all claims and interests against a particular Debtor are placed in classes for each of the Debtors. The Subsidiary Debtors are not holders of any intercompany claims against CSHI, therefore, CSHI does not have Class 3. CS Automotive LLC did not issue or guarantee the senior notes or senior subordinated notes and, therefore, does not have Classes 5 and 6. Class 8 consists of the Subsidiary Debtor Interests held by the Debtors. Class 10 consists of Old Holdings Equity Interests, which relate only to the sub-plan for CSHI. In that regard, the classification and treatment of claims and equity interests under the Plan are: Debtors Class Claim Status ------- ----- --------------- ---------------- CSHI 1A Priority Claims Unimpaired 2A Miscellaneous Secured Unimpaired Claims 4A Prepetition Credit Unimpaired Facility Claims 5A Senior Note Claims Impaired 6A Senior Subordinated Impaired Note Claims 9 Holdings General Impaired Unsecured Claims 10 Old Holdings Equity Impaired Interests Cooper-Standard 1B Priority Claims Unimpaired Automotive Inc. 2B Miscellaneous Secured Unimpaired Claims 3B Intercompany Claims Unimpaired 4B Prepetition Credit Unimpaired Facility Claims 5B Senior Note Claims Impaired 6B Senior Subordinated Impaired Note Claims 7B Subsidiary Debtor Unimpaired General Unsecured Claims 8B Subsidiary Debtor Unimpaired Equity Interests Cooper-Standard 1C Priority Claims Unimpaired Automotive FHS 2C Miscellaneous Secured Unimpaired Inc. Claims 3C Intercompany Claims Unimpaired 4C Prepetition Credit Unimpaired Facility Claims 5C Senior Note Claims Impaired 6C Senior Subordinated Impaired Note Claims 7C Subsidiary Debtor Unimpaired General Unsecured Claims 8C Subsidiary Debtor Unimpaired Equity Interests Cooper-Standard lD Priority Claims Unimpaired Fluid Systems 2D Miscellaneous Secured Unimpaired Mexico Holding Claims LLC 3D Intercompany Claims Unimpaired 4D Prepetition Credit Unimpaired Facility Claims 5D Senior Note Claims Impaired 6D Senior Subordinated Impaired Note Claims 7D Subsidiary Debtor Unimpaired General Unsecured Claims 8D Subsidiary Debtor Unimpaired Equity Interests Cooper-Standard 1E Priority Claims Unimpaired Automotive OH LLC 2E Miscellaneous Secured Unimpaired Claims 3E Intercompany Claims Unimpaired 4E Prepetition Credit Unimpaired Facility Claims 5E Senior Note Claims Impaired 6E Senior Subordinated Impaired Note Claims 7E Subsidiary Debtor Unimpaired General Unsecured Claims 8E Subsidiary Debtor Equity Unimpaired Interests Stantech Inc. 1F Priority Claims Unimpaired 2F Miscellaneous Secured Unimpaired Claims 3F Intercompany Claims Unimpaired 4F Prepetition Credit Unimpaired Facility Claims 5F Senior Note Claims Impaired 6F Senior Subordinated Impaired Note Claims 7F Subsidiary Debtor Unimpaired General Unsecured Claims 8F Subsidiary Debtor Unimpaired Equity Interests Westborn Services 1G Priority Claims Unimpaired Center Inc. 2G Miscellaneous Secured Unimpaired Claims 3G Intercompany Claims Unimpaired 4G Prepetition Credit Unimpaired Facility Claims 5G Senior Note Claims Impaired 6G Senior Subordinated Impaired Note Claims 7G Subsidiary Debtor Unimpaired General Unsecured Claims 8G Subsidiary Debtor Unimpaired Equity Interests North American 1H Priority Claims Unimpaired Rubber Company 2H Miscellaneous Secured Unimpaired Inc. Claims 3H Intercompany Claims Unimpaired 4H Prepetition Credit Unimpaired Facility Claims 5H Senior Note Claims Impaired 6H Senior Subordinated Impaired Note Claims 7H Subsidiary Debtor Unimpaired General Unsecured Claims 8H Subsidiary Debtor Unimpaired Equity Interests Sterling 1I Priority Claims Unimpaired Investments 2I Miscellaneous Secured Unimpaired Company Claims 3I Intercompany Claims Unimpaired 4I Prepetition Credit Unimpaired Facility Claims 5I Senior Note Claims Impaired 6I Senior Subordinated Impaired Note Claims 7I Subsidiary Debtor Unimpaired General Unsecured Claims 8I Subsidiary Debtor Unimpaired Equity Interests Cooper-Standard 1J Priority Claims Unimpaired Automotive NC LLC 2J Miscellaneous Secured Unimpaired Claims 3J Intercompany Claims Unimpaired 4J Prepetition Credit Unimpaired Facility Claims 5J Senior Note Claims Impaired 6J Senior Subordinated Impaired Note Claims 7J Subsidiary Debtor Unimpaired General Unsecured Claims 8J Subsidiary Debtor Unimpaired Equity Interests CSA Services Inc. 1K Priority Claims Unimpaired 2K Miscellaneous Secured Unimpaired Claims 3K Intercompany Claims Unimpaired 4K Prepetition Credit Unimpaired Facility Claims 5K Senior Note Claims Impaired 6K Senior Subordinated Impaired Note Claims 7K Subsidiary Debtor Unimpaired General Unsecured Claims 8K Subsidiary Debtor Unimpaired Equity Interests NISCO Holding 1L Priority Claims Unimpaired Company 2L Miscellaneous Secured Unimpaired Claims 3L Intercompany Claims Unimpaired 4L Prepetition Credit Unimpaired Facility Claims 5L Senior Note Claims Impaired 6L Senior Subordinated Impaired Note Claims 7L Subsidiary Debtor Unimpaired General Unsecured Claims 8L Subsidiary Debtor Unimpaired Equity Interests CS Automotive LLC 1M Priority Claims Unimpaired 2M Miscellaneous Secured Unimpaired Claims 3M Intercompany Claims Unimpaired 4M Prepetition Credit Unimpaired Facility Claims 7M Subsidiary Debtor Unimpaired General Unsecured Claims 8M Subsidiary Debtor Unimpaired Equity Interests In sum, the Plan is divided into 13 Sub-Plans, one for each Debtor, and designates 10 separate classes of Claims and Equity Interest. Holders of Class 5 and Class 6 Claims are impaired under the Plan and will be entitled to vote to accept or reject the Plan. Holders of Class 9 and class 10 Claims will not receive any distribution under the Plan and are, therefore, deemed to reject the Plan and votes of Classes 9 and 10 will, therefore, not be solicited. The Holders of Class 1, Class 2, Class 3, Class 7 and Class 8 Claims are unimpaired and are conclusively presumed to accept the Plan. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- CORNERWORLD CORP: October 31 Balance Sheet Upside-Down by $60,000 ----------------------------------------------------------------- CornerWorld Corporation's consolidated balance sheets at October 31, 2009, showed $16,318,280 in total assets and $16,378,037 in total liabilities, resulting in a $59,797 shareholders' deficit. At October 31, 2009, the Company's consolidated balance sheets also showed strained liquidity with $2,727,560 in total current assets available to pay $5,942,272 in total current liabilities. The Company reported net income of $108,475 on net sales of $3,010,724 for the three months ended October 31, 2009, compared to a net loss of $270,599 on net sales of $613,850 for the corresponding period a year earlier. For the six months ended October 31, 2009, the Company had a net loss of $226,080 on net sales of $5,873,288, compared to a net loss of $378,170 for the corresponding period ended October 31, 2008. A full-text copy of the Company's quarterly report on Form 10-Q is available for free at http://researcharchives.com/t/s?5194 Liquidity and Capital Resources As of October 31, 2009, the Company had a working capital deficit of $3,214,712, cash of $618,446 and an accumulated deficit of $7,793,742. The working capital deficit is primarily related to the short-term nature of selected tranches of the debt the Company issued to finance its acquisitions and has improved from the April 30, 2009 year end deficit which totaled $4,090,287. Though the Company expects that it will refinance a substantial portion of these short-term obligations, there can be no guarantee that it will do so. The Company believes the cash flows from its existing operations will be adequate to manage its debt commitments should it be unsuccessful in refinancing its short-term obligations. Investing activity for the three months ended October 31, 2009, consisted primarily of $45,584 of capital expenditures. The Company presently has a $500,000 line of credit with Internet University, Inc. At October 31, 2009, the Company had approximately $295,000 outstanding under this credit line, but it no longer has access to the unused portion of this line. The Company hasbeen making payments as prescribed pursuant to the line of credit agreement. The Company has no other bank financing or other external sources of liquidity. Due to the Company's brief operating history as a start-up company, its operations have not historically been a source of liquidity. This was the second consecutive quarter that the Company's operations generated positive operating cash flow and the Company expects that trend to continue. The Company will need to obtain additional capital in order to expand its operations. The Company is currently investigating other financial alternatives, including additional equity and/or debt financing. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. However, there can be no assurance that any additional financing will become available to the Company, and if available, that such financing will be on terms acceptable to it. About CornerWorld Corporation Headquartered in Dallas, CornerWorld Corporation (OTC BB: CWRL) -- http://www.cornerworld.com/-- is a marketing and technology services company creating opportunities from the increased accessibility of content across mobile, television and internet platforms. A key asset is the patented 611 Roaming ServiceTM from RANGER Wireless Solutions(R), which generates revenue by processing calls from roaming wireless customers and seamlessly transferring them to their service provider. CornerWorld has offices in Dallas, Texas, Holland, Michigan and New York, New York. CORUS BANKSHARES: Has Yet to File September 30 Quarterly Report --------------------------------------------------------------- Corus Bankshares, Inc., has yet to file its Quarterly Report on Form 10-Q for the quarter ending September 30, 2009. In November, Corus warned that it won't be able to timely file the quarterly report on Form 10-Q. On September 11, 2009, Corus Bank, N.A., the wholly owned subsidiary of Corus Bankshares, Inc., was closed by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation was appointed as receiver of Corus Bank. Since that time, the Company has been working diligently with its financial and professional advisers in considering its future options. Corus said in November the efforts during the last several months have prevented the Company from finalizing its financial statements on time to file the Form 10-Q within the prescribed time period without unreasonable effort and expense. The Company also noted its independent registered public accounting firm had resigned on August 31, 2009, and the Company was still in the process of identifying a successor firm. Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois- based Corus Bankshares, Inc. (NASDAQ: CORS). Corus Bank was closed September 11, 2009, by regulators and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with MB Financial Bank, National Association, Chicago, Illinois, to assume all of the deposits of Corus Bank. As of June 30, 2009, Corus Bank had total assets of $7 billion and total deposits of approximately $7 billion. MB Financial Bank will pay the FDIC a premium of 0.2 percent to assume all of the deposits of Corus Bank. In addition to assuming all of the deposits of the failed bank, MB Financial Bank agreed to purchase approximately $3 billion of the assets, comprised mainly of cash and marketable securities. The FDIC will retain the remaining assets for later disposition. CROSS CANYON: Files Prepackaged Reorg. Plan, Disclosure Statement ----------------------------------------------------------------- Cross Canyon Energy Corp. has filed with the U.S. Bankruptcy Court for the Southern District of Texas a prepackaged plan of reorganization and disclosure statement. Under the Plan, holders of Class 1 - Administrative Claims, Class 2 - Priority Tax Claims, Class 3 - Other Priority Claims, Class 5 - Royalty Claims, Class 6 - Other Secured Claims, Class 7 - General Unsecured Claims, and Class 8 - Subordinated Unsecured Claims will be paid in full, in cash, and are not entitled to vote on the Plan. Class 4(a) - CIT First Lien Lender Claims and 2.6 Class 4(b) - CIT Second Lien Lender Claims are entitled to vote on the Plan. Class 4(a) Claims will receive the (a) obligation to be evidenced by the New Senior Secured Credit Facility (in the principal amount of $10 million), and (b) shares of New Senior Preferred Stock in an amount sufficient to liquidate the balance of the claims (based on the liquidation preference of the entire New Senior Preferred Stock issue of $23.5 million), in full satisfaction of the CIT First Lien Lender Claims. Class 4(b) Claims will receive (a) shares of New Senior Preferred Stock, with a liquidation preference equal to $23.5 million, less the share of the New Senior Preferred Stock allocated to Class 4(a), and (b) 95% of the New Common Stock in full satisfaction of the CIT Second Lien Lender Claims. If the Court determines that the Debtor is or was required to solicit Class 11 with respect to acceptances and rejections of the Plan, on account of their Interests, the CIT Second Lien Lender Claims will receive 100% of the New Common Stock, plus the New Senior Preferred Stock. Holders of Class 9 - Intercompany Claims and Class 12 - Common Stock Option Interests won't receive any distribution on account of the claims and are not entitled to vote to accept or reject the Plan. Holders of Class 10 - Class C Preferred Stock Interests will receive the New Junior Preferred Stock in full satisfaction of the Class C Preferred Stock Interests. Holders of this claim are entitled to vote to accept or reject the Plan. Holders of Class 11 - Common Stock Interests will receive their Pro Rata share of 5% of the New Common Stock. The Debtor has elected not to solicit Class 11, and, as a result, the Debtor has deemed Class 11 to have rejected the Plan. Should the Bankruptcy Court determine that the Debtor is or was required to solicit Class 11 Common Stock Interest Holders with respect to acceptances and rejections of the Plan, on account of their Interests, then Class 11 will receive no distribution under the Plan and 100% of the New Common Stock will be distributed to the Holders of Class 4(b) Claims. The Court has set a hearing for March 11, 2010, at 9:30 a.m. for the confirmation of the Plan. About Cross Canyon Spring, Texas-based Cross Canyon Energy Corp., fdba ABC Funding, Inc., filed for Chapter 11 bankruptcy protection on January 29, 2010 (Bankr. S.D. Texas Case No. 10-30747). Rhett G. Campbell, Esq., at Thompson & Knight, 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. CRYOPORT INC: Okays 1-for-10 Reverse Stock Split of Common Stock ---------------------------------------------------------------- CryoPort Inc. approved the reverse stock split of its outstanding common stock will take effect at the start of trading on the OTC Bulletin Board on a 1-for-10 split-adjusted basis. CryoPort's shares will continue to trade on a split-adjusted basis under the temporary ticker symbol "CYRXD" for a period of 20 trading days to indicate the reverse stock split has occurred. CryoPort's symbol will revert back to its original symbol "CYRX" on March 8, 2010. In connection with the reverse slit CryoPort's common stock has been assigned a new CUSIP number 229050 208. The primary objective of the reverse stock split is to gain compliance with NASDAQ's minimum listing requirement in connection with the Company's planned stock offering in February and application to list its common stock on the NASDAQ Capital Market. Under the terms of the reverse split, stockholders holding 10 shares or more of CryoPort common stock at the close of business on Feb. 4, 2010 will receive one new CryoPort share for every 10 shares held. Stockholders who would otherwise have a fractional share as a result of the reverse stock split will receive cash consideration in lieu of such fractional share. The reverse split will reduce the number of shares of outstanding common stock from approximately 50.5 million, based on the number of shares outstanding as of Jan. 27, 2010, to approximately 5.05 million. It also affects shares of common stock underlying stock options, warrants and convertible debt that are outstanding immediately prior to the effective date of the reverse stock split. CryoPort has appointed Continental Stock Transfer & Trust Company to serve as its transfer agent. Stockholders will be sent instructions for exchanging their existing stock certificates for new stock certificates, and for receiving cash compensation in lieu of fractional shares. About CryoPort Lake Forest, California-based CryoPort, Inc., provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature, of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below zero degrees centigrade. CryoPort, Inc., reported a net loss of $7,536,045 for the six months ended September 30, 2009, from a net loss of $9,791,774 for the year ago period. At September 30, 2009, the Company had $2,438,068 in total assets against $25,816,394 in total liabilities, resulting in stockholders' deficit of $23,378,326. CRYOPORT INC: Inks Amended Agreement with Enable Growth ------------------------------------------------------- CryoPort, Inc., entered into an Amendment Agreement with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, and BridgePointe Master Fund Ltd., who are the Holders of the Registrant's outstanding Original Issue Discount 8% Senior Secured Convertible Debentures dated September 27, 2007 and Original Issue Discount 8% Secured Convertible Debentures dated May 30, 2008 and associated warrants to purchase common stock, as such Debentures and Warrants have been amended to date. The Amendment Agreement amends certain terms of that certain to Debentures and Warrants, Agreement and Waiver dated January 12, 2010 between the parties. Pursuant to the Amendment, the 2010 Amendment has been modified to provided that Enable and BridgePointe will each convert $1,357,215 in principal amount of the outstanding principal balance of such Holder's Debenture in exchange for a number of shares of the Registrant's common stock determined by dividing such principal amount by that portion of the unit offering price for the Public Offering being allocated to the share of common stock contained in the unit, or of the unit offering price. In consideration of the Holders' agreement to modify the foregoing conversion price, the Registrant has agreed to issue and deliver to each of BridgePointe and Enable a warrant to purchase a number of shares of common stock equal to the difference between the number of Reference Shares and the number of Conversion Shares. The exercise price of the Offering Make-up Warrant shall be equal to the Common Stock Offering Price, provided that the exercise price of the Offering Make-Up Warrants shall not exceed and shall be capped at $1.00 per share, and the term of exercise of the Offering Make-Up Warrant shall be five years from the date of closing of the Public Offering. The other terms of the Offering Make-Up Warrants shall be identical to the terms of the other warrants previously issued to the Holders, as amended. For purposes hereof, the Reference Shares shall mean the number of shares determined by dividing the Required Conversion Amount by $0.45 per share. Lake Forest, California-based CryoPort, Inc., provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature, of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below zero degrees centigrade. These dry vapor shippers are the first significant alternative to using dry ice and achieve 10+ day holding times compared to 1-2 day holding times with dry ice. The Company provides safe transportation and an environmentally friendly, long lasting shipper. These value-added services include an Internet-based web portal that enables the customer to initiate shipping service and allows the customer to track the progress and status of a shipment and in-transit temperature monitoring services of the shipper. CryoPort also provides to its customer at their pick up location, the fully ready charged shipper containing all freight bills, customs documents and regulatory paperwork for the entire journey of the shipper. DELTA AIR: JAL Opts to Remain with Oneworld Alliance ---------------------------------------------------- Japan Airlines Corp. announced a decision to strengthen its partnership with American Airlines. The carriers, both members of the oneworld alliance, will jointly apply to the U.S Department of Transportation and the Ministry of Land Infrastructure, Transport and Tourism of Japan for the approval of antitrust immunity on transpacific routes. Upon receiving the approval from the relevant authorities, JAL and American Airlines intend to enter a joint business venture which will enhance their scope of cooperation on the routes between the United States and Japan, through adjustments to their respective networks, flight schedules, and other business activities, allowing both carriers to better complement each other to develop and offer competitive products and quality service to their customers. The JAL Group Chief Operating Officer and president, Masaru Onishi said on this occasion: "We have analyzed this issue in great detail, and we are excited at the prospects in terms of the convenience and benefits for our customers. We also firmly believe that the advantages of this development with American Airlines can strongly support JAL at a time when we are striving towards the revival of our business, which we are determined to achieve. We certainly look forward to a deeper, more mutually-beneficial relationship with our long-time partner." As JAL undergoes the process of reorganization, it will seize the opportunity presented by this partnership to strengthen its network and further improve its offerings. From hence forth, in addition to the joint business agreement with AMR, JAL will also fortify its relationships with other partners in the oneworld alliance, so as to provide customers a comprehensive range of products and services, and become once again, the airline of customer's choice. About AMR Corp. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. About 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) DRINKS AMERICAS: Posts $1.6 Million Net Loss in October 31 Quarter ------------------------------------------------------------------ Drinks Americas Holdings, Ltd. and affiliates reported a net loss of $1,640,169 on net sales of $15,305 for the three months ended October 31, 2009, compared to a net loss of $1,183,419 on net sales of $580,980 for the corresponding period a year earlier. For the six months ended October 31, 2009, the Company had net sales of $449,278 and a net loss of $3,516,495, as compared to net sales of $1,649,557 and a net loss of $2,484,204 for the same period in 2008. Gross profit was $127,569 (28% of net sales) for the six months ended October 31, 2009, compared to gross profit of $379,523 (23.0% of net sales) for the six months ended October 31, 2008. Gross loss was ($496) (-3.2% of net sales) for the three months ended October 31, 2009, compared to gross profit of $41,890 (7.2% of net sales) for the three months ended October 31, 2008. Selling, general and administrative expenses totaled $3,210,057 for the six months ended October 31, 2009, compared to $2,706,583 for the six months ended October 31, 2008, an increase of 19%. Selling, general and administrative expenses totaled $1,586,440 for the three months ended October 31, 2009, compared to $1,089,462 for the three months ended October 31, 2008, an increase of 46%. Interest expense totaled $517,485 for the six months ended October 31, 2009, compared to expense of $157,144 for the six months ended October 31, 2008. Interest expense totaled $79,780 for the three months ended October 31, 2009, compared to expense of $135,847 for the three months ended October 31, 2008. The increase in interest expense for the six months ended October 31, 2009 resulted from the increased debt outstanding in 2009 as compared to 2008. Balance Sheet At October 31, 2009, the Company had total assets of $4,170,367, total liabilities of $8,052,411, stockholders' deficiency of $4,013,655, and noncontrolling interests of $131,611. The Company's consolidated balance sheets at October 31, 2009, also showed strained liquidity with $1,473,153 in total current assets available to pay $7,452,411 in total current liabilities. 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?5198 Going Concern Doubt As of October 31, 2009, the Company has a shareholders' deficiency of $4,013,655 and has incurred significant operating losses and negative cash flows since inception. For the six months ended October 31, 2009, the Company sustained a net loss of $3,516,495, and used $151,372 in operating activities. In the event the Company is not able to increase its working capital, it will not be able to implement or may be required to delay all or part of its business plan, and its ability to attain profitable operations, generate positive cash flows from operating and investing activities and materially expand the business will be materially adversely affected. About Drinks Americas Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. -- http://www.drinksamericas.com/-- through its majority-owned subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T. Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and markets unique premium wine and spirits and alcoholic beverages associated with icon entertainers, celebrities and destinations, to beverage wholesalers throughout the United States. EDISON FUNDING: S&P Withdraws 'BB+' Counterparty Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its ratings on Edison Funding Co., including its 'BB+' long-term counterparty credit rating. The ratings were withdrawn at the company's request. ESCADA AG: EUSA Wants Plan Exclusivity Until March 31 ----------------------------------------------------- Debtor EUSA Liquidation Inc., formerly known as Escada (USA), Inc., asks Judge Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District of New York to extend the period within which it (i) may file a Chapter 11 plan through March 31, 2010, and (ii) solicit acceptances of that plan through May 30, 2010. Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York, relates that since the Petition Date, the Debtor has focused on stabilizing its business operations and preparing for, negotiating and documenting the sale of substantially all of its assets and business to Escada US Subco LLC. Moreover, given the recent consummation on January 15, 2010, of the Asset Sale, the Debtor avers that has not had sufficient time to formulate a viable and confirmable Chapter 11 plan. EUSA Liquidation nevertheless maintains that it has sufficient liquidity and has been paying its bills as those payables come due. Furthermore, it has sold substantially all of its assets and business to Escada US Subco and is no longer incurring the typical costs and expenses associated with running an ongoing business. Mr. Bender adds that the Debtor's Chapter 11 case has been part of and dependent on a much larger global restructuring of Escada AG and its other subsidiaries. The Debtor reminds the Court that it is in the process of assessing the nature of various claims against its estate, and is presently working with the Official Committee of Unsecured Creditors to formulate a plan of liquidation. "Currently, the Debtor is in the process of developing a plan of liquidation and related disclosure statement and, subject to the Creditors' Committee's review and comments, the Debtor intends to file the plan within the next few weeks," according to Mr. Bender. The Debtor's request for an extension of its Exclusive Periods is not a negotiation tactic, but rather a mere reflection of the fact that the Debtor requires additional time to formulate a viable and confirmable plan, Mr. Bender assures the Court. The Court previously extended the Debtor's Exclusive Periods, allowing it to file a plan no later than February 12, 2010, and solicit acceptances for that plan no later than April 12. Mr. Bender points out that the Debtor's Current Exclusive Plan Filing will expire before the date of the next omnibus hearing scheduled for February 23, 2010. In this regard, the Debtor asks Judge Bernstein to enter a bridge order extending the Exclusive Plan Filing Period until he has had an opportunity to decide on the merits of the Extension Motion after requisite notice to all parties-in-interest. The extension of several days that will result from the Bridge Order will not prejudice the Debtor's creditors, Mr. Bender asserts. Instead, it will preserve the rights of the estate until a hearing may be held on the merits, and will be administratively convenient to the Court and parties-in-interest, he avers. * * * In a written order dated February 3, 2010, Judge Bernstein declined the Debtor's request for a bridge order. "The [D]ebtor filed its motion to extend exclusivity prior to the expiration of the current exclusive period. The [M]otion is therefore timely, and if granted, will extend the current [E]xclusive [P]eriod. Accordingly, the [D]ebtor has failed to explain why this [B]ridge [O]rder is necessary," the Court held. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: O'Melveny Charges $661,000 for Aug.-Nov. --------------------------------------------------- In separate fee applications filed with the Court, two professionals retained in Escada (USA) Inc.'s cases seek the Court's allowance of their fees and reimbursement of expenses they incurred on account of services they rendered in the Debtor's case for the period from August 14 to November 30, 2009. The Professionals are: Professional Fees Expenses ------------ -------- -------- O'Melveny & Myers LLP as Debtor's counsel $661,036 $28,471 Follick & Bessich, PC as Debtor's Special Customs Counsel 16,593 388 About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: US Debtor Changes Name to EUSA Following Sale -------------------------------------------------------- Escada (USA), Inc., sold substantially all of its assets to Escada US Subco LLC, a Delaware limited liability company formed by HSBC Trustee Limited to acquire Escada USA's assets, pursuant to an Asset Purchase and Sale Agreement among the parties dated December 21, 2010. The Escada USA Asset Sale was approved by Judge Arthur J. Gonzales of the United States Bankruptcy Court for the Southern District of New York on January 7, 2010. Under the Asset Sale Agreement, Escada USA is contemplated to (i) receive US$6 million, (ii) have certain of its liabilities assumed by the Purchaser; and (iii) receive reimbursement for new inventory it purchased from and after the execution of the Agreement. Notably, pursuant to the Sale, Escada USA agreed to change its name and to revise the caption of its Chapter 11 proceeding to reflect its new name upon and in connection with the closing of the sale transaction, Shannon Lowry Nagle, Esq., at O'Melveny & Myers LLP, in New York, relates. The Sale Closing occurred on January 15, 2010. Accordingly, on January 26, 2010, the Debtor changed its name from Escada (USA) Inc., to EUSA Liquidation Inc. Accordingly, the caption of the Debtor's Chapter 11 case is also modified to: UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------x In re: : : Chapter 11 EUSA LIQUIDATION INC., : Case No. 09-15008 (SMB) (F/K/A ESCADA (USA) INC.) : : Debtor. : ----------------------------------- Assumed Contracts List EUSA Liquidation subsequently filed with the Court on January 25, 2010, the final list executory contracts that are assumed under the Sale, a 6-page schedule of which is available for free at: http://bankrupt.com/misc/SubcoSaleAssumedPacts.pdf About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) EXANET INC: Gets Undisclosed Bid for Assets from Dell ----------------------------------------------------- Lucas Mearian at Computerworld reports that Dell made an offer to purchase the assets of Exanet Inc. for an undisclosed amount, primarily patents and other intellectual property with court approval through a Chapter 7 liquidation in Israel. The transaction has not yet been approved by the Israel court, so [Dell] won't speculate on its completion or timing, according to Dell spokeman. Exanet Inc. is a clustered storage vendor. The Company filed for Chapter 11 protection in December 2009. FAIR FINANCE: Involuntary Chapter 7 Case Summary ------------------------------------------------ Debtor: Fair Finance Company dba Fair Financial Services dba Fair Holding, Inc. dba DC Investments 815 E. Market Street Akron, OH 44305 Bankruptcy Case No.: 10-50494 Involuntary Chapter 7 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Northern District of Ohio Judge: Marilyn Shea-Stonum Petitioners' Counsel: David Mucklow, Esq. 1606 E. Turkeyfoot Lake Rd. Akron, OH 44312 Tel: (330) 896-8190 Fax: (330) 896-8201 Email: davidmucklow@yahoo.com Michael Moran, Esq. 234 Portage Trail Cuyahoga Falls, OH 44222 Tel: (330) 929-0507 Email: moranecf@yahoo.com Parties that signed the petitions: Entity Nature of Claim Claim Amount ------ --------------- ------------ Nick Spada Certificate holder 4520 Cottage Grove, Uniontown, OH 44685 Jacques Dunaway Certificate holder 3635 Avanti Lane, Uniontown, OH 4468 Robert Ripley Certificate holder PO Box 94, Tallmadge, OH 44278 FAIRPOINT COMMS: GWI Dispute Under FCC Authority ------------------------------------------------ In a wholesale billing dispute case between FairPoint and Great Works Internet (GWI), the Maine Public Utilities Commission ruled that the issue of access to "dark fiber" (unused fiber optic cable) must be decided by the Federal Communication Commission (FCC). "We cannot take sides in this case. The issue of who has access to dark fiber and at what cost is firmly in the hands of the FCC," stated Commission Chair Sharon Reishus. "We have pursued this issue through the courts; they have made it clear. We strongly encourage all parties in this case to file comments with the FCC. Although we decline this petition from GWI because it is beyond our jurisdiction, we will not hesitate to intervene in the future to enforce FairPoint's interconnection obligations which do fall within our jurisdiction." The Commission directed GWI and FairPoint to negotiate in good faith in order to prevent any service disruptions. GWI is to warn its commercial customers that, if the issues between the two parties are not resolved, there may be disconnections of commercial phone service starting February 12th. In the case deliberated, the Commission unanimously denied a petition from GWI to open an investigation into the wholesale billing practices of FairPoint. GWI also requested a temporary emergency moratorium on any disconnections of wholesale service until the outcome of such an investigation; this was also denied by the Commission. The Commission regulates the phone network system now owned by FairPoint, and has jurisdiction over the interconnection agreements between FairPoint and FairPoint's wholesale customers such as GWI. The FCC regulates internet service. The GWI Petition is part of an ongoing dispute between GWI and FairPoint about to what degree and at what financial terms, GWI -- and wholesalers like them -- may access to the so-called "dark fiber loops." "Dark fiber" is fiber-optic cable that is currently dormant. Wholesale customers of FairPoint often seek access to this dark fiber in order to expand their own service to end-user customers. FairPoint (and Verizon before them) owns these dark fiber loops and operates them as part of the overall telecommunications network. The Commission has pursued questions regarding access to dark fiber loops since 2005 in the courts and in its own Commission proceedings. As recently as November 2009, the Commission filed a Petition at the FCC asking for ruling on the issue of access to "dark fiber." The FCC public comment period on this Petition is open until March 1, 2010. 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: Proposes March 18 Claims Bar Date -------------------------------------------------- Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure provides that any creditor who asserts a claim against the Debtors that (i) arose prior to the Petition Date, and whose claim is not scheduled in Fairpoint Communications Inc. and its units' schedules of assets and liabilities or (ii) is listed on the Schedules as disputed, contingent or unliquidated, must file a Proof of Claim. Fixing a Claims Bar Date will enable the Debtors to receive, process and begin to analyze creditors' claims in a timely and efficient manner, James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in New York, asserts. A Bar Date will also give creditors ample opportunity to prepare and file Proofs of Claim. Accordingly, by this motion, the Debtors ask the Court to establish: (a) March 18, 2010, at 5:00 p.m. Eastern Time, as the deadline for each person or entity to file proofs of claim based on prepetition claims; (b) April 19, 2010, at 5:00 p.m. Eastern Time, as the last date and time by which guarantors, sureties, endorsers, and other co-debtors may file claims against the Debtors under Section 501(b) of the Bankruptcy Code; (c) April 24, 2010, at 5:00 p.m. Eastern Time, as the last date and time by which governmental units may file Proofs of Claim in the Debtors' bankruptcy cases. The Debtors also propose these uniform procedures for filing claims: * All timely claims or reclamation demands arising under Sections 503(b)(9) or 546(c) of the Bankruptcy Code, as applicable, will be deemed to satisfy the requirements for filing a timely proof of claim in the Debtors' Chapter 11 cases, but only with respect to the claims asserted pursuant to the 503(b)(9) and Reclamation Claims Procedures Order; provided, however, that any person or entity who failed to deliver a claim or reclamation demand in accordance with the 503(b)(9) and Reclamation Claims Procedures Order will not be entitled to file a claim or reclamation demand under Sections 503(b)(9) or 546(c), as applicable. Any person or entity who intends to assert a claim in addition to a claim or reclamation demand previously asserted in accordance with the 503(b)(9) and Reclamation Claims Procedures Order will be required to file a proof of claim by the Bar Date for that additional claim. * Any person or entity that holds a claim that arises from the rejection of an executory contract or unexpired lease must file a Proof of Claim based on that rejection by the later of either (i) the Bar Date; or (ii) the first business day that is at least 30 days after the effective date of the contract or lease rejection, unless the order authorizing that rejection provides otherwise. * A claimant who asserts a claim against more than one Debtor entity must file a separate Proof of Claim against each debtor, and all holders of claims must identify on their Proof of Claim the particular debtor against which their claim is asserted and the case number of the particular Debtor's Chapter 11 case. * Any holder of a claim who is required, but fails, to file a proof of claim on or before the Bar Date will be forever barred, estopped and enjoined from asserting a claim against the Debtors, and the Debtors and their property will be forever discharged from all indebtedness or liability with respect to the claim. Moreover, the holder will not be permitted to vote to accept or reject any plan of reorganization, or participate in any distribution in the Debtors' chapter 11 cases on account of that claim, or receive further notices regarding that claim. The Debtors further proposed that these parties need not be required to file proofs of claim on or before the Bar Date: * Any holder of a claim who has already properly filed a Proof of Claim against the Debtors with the Clerk of the Court or BMC Group, the Debtors' claims agent, utilizing a claim form which substantially conforms to the Proof of Claim Form or Official Form. * Any person or entity whose claim is listed on the Debtors' Schedules and (i) whose claim is not described as disputed, contingent, or unliquidated; (ii) who does not dispute the amount or nature of the claim as set forth in the Schedules; and (iii) who does not dispute that the claim is an obligation of the specific debtor against which the claim is listed on the Schedules. * Any person or entity that holds a claim that has been allowed by an order of the Court entered on or before the Bar Date. * Any holder of a claim that has already been paid in full by the Debtors. * Any holder of a claim for which a separate deadline has previously been fixed by the Court. * Any debtor in these cases having a claim against another debtor. * Any person or entity having a claim under Sections 503(b), 507(a)(2), 330(a), 331 or 364 of the Bankruptcy Code as an administrative expense of the Debtors' Chapter 11 cases. * Any director of FairPoint who held that position on or after June 1, 2009, or any current officer or employee of the Debtors, to the extent that the person's claim is for indemnification, contribution, subrogation or reimbursement. At least 28 days prior to the Bar Date, the Debtors intend to publish a Bar Date Notice, with any modification necessary for ease of publication, in The Wall Street Journal. 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: Removal Period Extended to April 26 ---------------------------------------------------- Pursuant to Rule 9027 of the Federal Rules of Bankruptcy Procedure, FairPoint Communications Inc. and its units asked Judge Burton Lifland to extend the time by which they must file notices of removal of related proceedings until April 26, 2010. Bankruptcy Rule 9027(a)(2) provides that if the claim or cause of action in a civil action is pending when a case under the Bankruptcy Code is commenced, a notice of removal may be filed only within the longest of (i) 90 days after the order for relief in the case under the Bankruptcy Code; (ii) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under Section 362 of the Bankruptcy Code; or (c) 30 days after a trustee qualifies in a Chapter 11 reorganization case but not later than 180 days after the order for relief. Accordingly, pursuant to Bankruptcy Rule 9027(a)(2), the Debtors must file removal notices with respect to any pending civil actions or proceedings that have not been stayed by January 24, 2010. James T. Grogan, Esq., Paul Hastings Janofsky & Walker, LLP, in New York, informed the Court that no objections or other responsive pleadings with respect to the Debtors' Removal Period Extension Motion have been asserted after the January 27, 2010 objection deadline for the request lapsed. In this regard, the Debtors ask Judge Lifland to grant their Extension Motion in accordance with the Court's January 27 case management order. 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) FARR ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Farr Enterprises, Inc. Mountain Harbour Marina 9066 NC Hwy 126 Nebo, NC 28761 Bankruptcy Case No.: 10-40075 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Western District of North Carolina (Shelby) Judge: George R. Hodges Debtor's Counsel: Daniel C. Bruton, Esq. Bell, Davis & Pitt, P.A. 100 N. Cherry Street, Suite 600 Post Office Box 21029 Winston-Salem, NC 27120-1029 Tel: (336) 714-4110 Fax: (336) 748-5890 Email: dbruton@belldavispitt.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,856,530, and total debts of $1,669,566. A full-text copy of the Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ncwb10-40075.pdf The petition was signed by Laura M. Aulgur, president of the Company. FOOTHILLS TEXAS: Gets OK to Extend DIP Pact, Use Cash Collateral ---------------------------------------------------------------- Foothills Texas, Inc., et al., obtained approval from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to extend their existing DIP Credit Agreement with Regiment Capital Special Situations Fund III, L.P., and to use cash collateral. As reported by the TCR on January 15, 2010, the Debtors sought to enter into the extended DIP Facility which, among other things, extends the maturity date from January 31, 2010, until March 31, 2010. The terms and conditions of the extended DIP Facility will be substantially identical to the existing DIP Facility. The Debtors asked for the Court's permission to grant priming liens and superpriority claims to the DIP Lender on the same priority and security as set forth in the DIP Order, and to grant superpriority claims and security interests as provided in the DIP Order, with respect to any diminution in the value of their interests in the pre-petition collateral. The Debtors can continue using cash collateral to provide additional liquidity, pursuant to the budget. A copy of the budget is available for free at: http://bankrupt.com/misc/FOOTHILLS_TEXAS_budget.pdf Foothills Texas, Inc. -- http://www.foothills-resources.com/-- and its affiliates are independent energy companies engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties. Foothills Texas sought protection under Chapter 11 (Bankr. D. Del. Case No. 09-10452) on February 11, 2009. Charles R. Gibbs, Esq., David F. Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Del., represent the Debtor. In its Chapter 11 petition, the Debtor disclosed $89.5 million in assets and $78.8 million in liabilities, of which $71.2 million is owed to secured lenders. Regiment Capital Special Situations Fund III LP provided $2.5 million of postpetition financing. FOOTHILLS TEXAS: Wins Confirmation of Reorganization Plan --------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware confirmed Foothills Texas, Inc., et al.'s first amended joint plan of reorganization. According to the Disclosure Statement, the Plan provides for one of the prepetition lenders, Regiment Capital Special Situations Fund III LP, to acquire the Debtors by accepting stock in Reorganized Foothills Resources in lieu of cash or collateral on account of a portion of its secured prepetition loans to the Debtors, and for all the prepetition common and preferred stock interest in Foothills Resources, to be canceled, but will remain outstanding, all of which interests will continue to be owned directly by Reorganized Foothills Resources. The other claims will be paid in cash derived from the exit facility to be executed in accordance with the plan, with notes or with beneficial interests issued in connection with the Trust. A copy of the Company's First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/FoothillsTexas_amendedDS.pdf A copy of the Company's First Amended Plan of Reorganization is available for free at: http://bankrupt.com/misc/FoothillsTexas_AmendedPlan.pdf Foothills Texas, Inc. -- http://www.foothills-resources.com/-- sought protection under Chapter 11 (Bankr. D. Del. Case No. 09- 10452) on February 11, 2009. Charles R. Gibbs, Esq., David F. Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Del., represent the Debtor. In its Chapter 11 petition, the Debtor disclosed $89.5 million in assets and $78.8 million in liabilities, of which $71.2 million is owed to secured lenders. Regiment Capital Special Situations Fund III LP provided $2.5 million of postpetition financing. FREESCALE SEMICONDUCTOR: Swings to $753MM Net Profit in 2009 ------------------------------------------------------------ Freescale Semiconductor Inc. reported net earnings of $753 million on net sales of $3.5 billion for the year ended Dec. 31, 2009, compared with a net loss of $7.9 billion on net sales of $5.2 billion in 2008. The Company reported $5.11 billion in total assets and $8.98 billion in total liabilities resulting to a $3.87 billion stockholders' deficit as of Dec. 31, 2009. The Company generated cash flow from operations of $76 million and $410 million during the years ended December 31, 2009 and 2008, respectively. The decrease in cash flow provided by operations from the prior year period is primarily attributable to our significant decline in revenues during 2009, as well as 2008 benefitting from the receipt of funds in connection with an updated arrangement with Motorola. The Company said its days sales outstanding decreased to 36 days at December 31, 2009 from 38 days at December 31, 2008. Its days of inventory on hand -- excluding the impact of purchase accounting on inventory and cost of sales -- decreased to 87 days at December 31, 2009 from 93 days at December 31, 2008 as a result of declining inventory levels. The Company related that days purchases outstanding increased to 45 days at December 31, 2009, from 36 days at December 31, 2008, primarily due to fluctuations in the timing of payments. A full-text copy of the company's annual report is available for free at http://ResearchArchives.com/t/s?5196 About Freescale Semiconductor Freescale Semiconductor -- http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. Freescale's corporate credit ratings from Standard & Poor's, Moody's and Fitch are 'B-', 'Caa1' and 'CCC', respectively. FREESCALE SEMICONDUCTOR: Moody's Retains 'Caa1' Corporate Rating ---------------------------------------------------------------- Freescale Semiconductor, Inc., disclosed that senior lender plaintiffs filed a motion on February 5th petitioning the New York State appellate court to vacate suspension of trial court proceedings in a lawsuit related to Freescale's 2009 debt exchange, and to temporarily block the company's proposed amendment to its credit agreement that would allow it to extend and refinance a portion of its debt. To the extent that plaintiffs successfully delay or impede the transaction, Moody's said this would not affect Freescale's Caa1 corporate family rating or stable outlook. The last rating action was on February 4, 2010, when Moody's affirmed Freescale's Caa1 CFR and stable outlook. Headquartered in Austin, TX, Freescale Semiconductor, Inc., designs and manufactures embedded semiconductors for the transportation, networking and wireless markets. The company was separated from Motorola via IPO in July 2004 and taken private in a leveraged buyout in December 2006. Revenues for the twelve months ended December 31, 2009, were $3.5 billion. GENCORP INC: Board Approves Cash Incentive Awards to Executives --------------------------------------------------------------- The Board of Directors of GenCorp Inc., upon the recommendation of the Organization & Compensation Committee, approved cash incentive awards to its named executive officers and other key employees of the Company for fiscal year 2009. The awards were based on an assessment of actual performance against pre-established Company and business segment performance objectives specified in the Company's 2009 Annual Cash Incentive Plan. The performance objectives as outlined in the Plan included contract profit, cash flow, pre-tax earnings, awards and personal factors, as defined therein, each of which were weighted differently. These table lists the total award amounts for each of the named executive officers of the Company during fiscal year 2009: Executive Officer Title Award ----------------- ----- ----- J. Scott Neish Former Interim $536,000 President and Chief Executive Officer and Vice President; and Former President, Aerojet-General Corporation Kathleen E. Redd Vice President, Chief $230,000 Financial Officer and Secretary Chris W. Conley Vice President $148,000 Environmental, Health and Safety Robert E. Shenton Vice President and $169,000 Chief Operating Officer of Aerojet- General Corporation Further, Kathleen E. Redd was awarded an additional discretionary bonus of $70,000 for her performance during fiscal year 2009. About GenCorp GenCorp Inc. manufactures aerospace and defense systems, with a separate real estate segment. GenCorp's Aerospace and Defense segment includes the operations of Aerojet-General Corporation, which develops and manufactures propulsion systems for defense and space applications, armament systems for precision tactical weapon systems and munitions applications. GenCorp's Real Estate segment includes activities related to the entitlement, sale, and leasing of excess real estate assets. GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California, east of Sacramento. GenCorp also owns 580 acres in Chino Hills, California. * * * According to the Troubled Company Reporter on Jan. 26, 2010, Standard & Poor's Ratings Services said it raised its ratings on GenCorp Inc. by one notch and removed all ratings from CreditWatch, where S&P had placed them with positive implications on Dec. 15, 2009. The corporate credit rating is now 'B-' and the outlook is stable. The recovery ratings were not on CreditWatch and remain unchanged. The rating actions follow the company's repayment of $125 million of debt that was tendered to it, with proceeds from the $200 million in convertible subordinated debentures it issued in late December 2009. GENCORP INC: Swings to $15-Mil. Net Income in Q4 ------------------------------------------------ GenCorp Inc. reported $15.0 million net income for the fourth quarter of 2009 compared to a net loss of $5.7 million for the fourth quarter of 2008. The increase in net income was primarily due to a charge of $14.6 million related to the freeze of the Company's defined benefit pension plan in 2008 and a decrease of $5.8 million in non-cash retirement benefit expense. The increase in weighted average shares outstanding was primarily due to the assumed conversion of the Company's 4% contingent convertible subordinated notes. Sales for 2009 totaled $795.4 million compared to $742.3 million for 2008. The Company reports its fiscal year sales under a 52/53 week accounting convention. Fiscal 2008 was a 53 week year with the extra week of sales totaling $19.1 million reported in the first quarter of that fiscal year. Net income for 2009 was $59.3 million, or $0.97 diluted earnings per share on 66.6 million weighted average shares outstanding, compared to net income of $1.5 million, or $0.03 diluted earnings per share on 57.2 million weighted average shares outstanding, for 2008. The increase in net income was primarily due to the following: * a decrease of $19.9 million in non-cash retirement benefit expense; * an income tax benefit of $17.6 million in 2009 primarily as a result of new guidance clarifying which costs qualify for ten-year carryback of tax net operating losses for refund of prior years' taxes; and * a $16.8 million charge related to the second amended and restated shareholder agreement with respect to the election of Directors at the 2008 Annual Meeting and other related matters in 2008. The increase in the weighted average shares outstanding was primarily due to the assumed conversion of the Company's 4% Notes. In December 2009, the Company issued $200.0 million in aggregate principal amount of 4.0625% convertible subordinated debentures in a private placement to qualified institutional buyers under the Securities Act of 1933. Issuance of the 4 1/16% Debentures generated net proceeds of approximately $195.0 million, a portion of which were used to repurchase $124.7 million of the 4% Notes in January 2010. The remaining proceeds will be used to redeem a portion of the 9 1/2% senior subordinated notes; pay accrued interest on the 4% Notes and 9�% Notes; and pay other debt issuance costs. After the close of the fourth quarter of 2009, the Company announced that effective January 6, 2010, Scott J. Seymour was named chief executive officer and president of GenCorp and president of Aerojet, succeeding Scott Neish who resigned from his roles with the Company. Mr. Seymour was also appointed to the Company's Board of Directors. He has more than 35 years of aerospace and defense experience, most recently serving in senior roles at Northrop Grumman, including corporate vice president and president of the Integrated Systems Sector. "I am both extremely pleased and privileged to be joining the Company. Having spent my career in the aerospace industry, I am very familiar with Aerojet's proud history and significant contribution to the aerospace and defense capabilities of our nation," said Seymour. "I look forward to working with the GenCorp, Aerojet and Easton Real Estate teams to focus on improved operational and financial performance across all of our product lines, and growing the business by seeking opportunities to create value for our customers, shareholders and teammates." A full-text copy of the company's fourth quarter results is available for free at http://ResearchArchives.com/t/s?50d4 About GenCorp GenCorp Inc. manufactures aerospace and defense systems, with a separate real estate segment. GenCorp's Aerospace and Defense segment includes the operations of Aerojet-General Corporation, which develops and manufactures propulsion systems for defense and space applications, armament systems for precision tactical weapon systems and munitions applications. GenCorp's Real Estate segment includes activities related to the entitlement, sale, and leasing of excess real estate assets. GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California, east of Sacramento. GenCorp also owns 580 acres in Chino Hills, California. * * * GenCorp carries Standard & Poor's Ratings Services' 'B-' corporate credit rating and Moody's Investors Service's 'B3' Corporate Family Rating and 'Caa1' Probability of Default Rating. GENERAL MOTORS: New GM Keeps Hands Off KLC Sublease Pact -------------------------------------------------------- General Motors LLC or "New GM" asks the Bankruptcy Court to clarify that Motors Liquidation Co., as the "Debtors," did not assume and assign to General Motors LLC, a certain Amended and Restated Sublease Agreement between the Debtors and KLC. Representing GM, Joseph R. Sgroi, Esq., at Honigman Miller Schwartz and Cohn LLP, in Detroit, Michigan, relates that prior to the Petition Date, the Debtors and KLC were parties to a fleet purchase agreement known as the "2010 Model Year Competitive Assistance Program Agreement." Subject to certain conditions, the CAP Agreement provides that KLC will receive discounts on GM-brand vehicles during the 2010 model year. Also prior to the Petition Date, KLC subleased property from the Debtors under an Amended and Restated Sublease Agreement - known as the "Sublease." Mr. Sgroi avers that in connection with the sale to General Motors LLC of substantially all of the assets of Motors Liquidation Company formerly known as General Motors Corporation, GM designated the CAP Agreement between the Debtors and KLC for assumption and assignment. The Debtors assumed and assigned the CAP Agreement to GM on July 10, 2009. GM subsequently designated the Sublease between the Debtors and KLC as rejectable by the Debtors, and the Debtors moved to reject the Sublease, Mr. Sgroi relates. As earlier reported, KLC filed an objection to the Debtors' request to reject the sublease, claiming that the Debtors assumed and assigned the Sublease to GM instead of the CAP Agreement. The Debtors clarify that they did not assume and assign the Sublease to GM. By this motion, GM asks the Court to determine that only the CAP Agreement was assumed by the Debtors and assigned to GM. Alternatively, if the Court determines that the sublease was assumed and assigned to GM, GM requests relief from that assignment under Rule 60 of the Federal Rule of Civil Procedure. In conjunction with these requests, GM further asks the Court to rescind the related cure settlement agreement between GM and KLC on the basis of mutual mistake of fact. The Court will convene a hearing to consider GM's request on March 2, 2010. Objections will be due by February 25. Relational Withdraws Objection Relational, LLC, formerly known as Relational Funding Corporation and doing business as Relational Technology Solutions, a creditor and party-in-interest has withdrawn its objection to the Debtors' notice to assume its unexpired lease of personal property. RTC's withdrawal of its objection is pursuant to a written agreement with the Debtors. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Objects to Angell Putative Class' $6155MM Claim --------------------------------------------------------------- Motors Liquidation Co. and its units ask the Bankruptcy Court to disallow in its entirety, a $615,000,000 claim filed by Susan Angell and Prudence Reid, individually and on behalf of two- putative nationwide subclasses, and a purported class action complaint which alleges causes of action for breach of contract; violations of Massachusetts General Law regarding the alleged breach of implied warranty of merchantability; breach of express warranty; breach of express warranty to repair; unfair and deceptive trade practices; and unjust enrichment. In the alternative, the Debtors ask the Court not to allow the Angell Putative Class Claim to proceed as a class claim. These Claims, according to Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP in New York, arose from the Debtors' marketing, maintenance, and sale of certain Saab vehicles which, the Angell Plaintiffs allege, had engines that were defective with respect to their design and workmanship, materials and manufacture, predisposing them to "oil sludge" deposits. The Angell Plaintiffs seek, through the Second Amended Complaint, among others: (1) to certify the putative sub-classes; (2) monetary damages; (3) injunctive relief compelling the Debtors to inspect, replace, and clean various engine and vehicle parts; (4) restitution for all engine repairs resulting from the allegedly defectively designed engines and allegedly incorrect engine oil recommendations; (5) restitution for all increased relevant past, present, and future maintenance costs; (6) disgorgement of the Debtors' revenue from their alleged unlawful conduct; (7) establishment of a constructive trust "funded by the benefits conferred upon" the Debtors; and (8) a permanent injunction enjoining the Debtors "from denying Angell's, Reid's and class members' class vehicle oil sludge damage claims for an eight year period commencing from the initial date of sale or lease regardless whether complete maintenance records are available." The Angell Putative Class Claim should be disallowed in its entirety because it does not satisfy Rule 23 of the Federal Rules of Civil Procedure because of the numerous issues of fact that would predominate over any common questions. Rule 23 requires a common question of law or fact common to the class. Mr. Smolinsky points out. In addition, the need for injunctive relief has been mooted and would provide no deterrent effect, as the Debtors no longer operate a business and are liquidating. Furthermore, the Angell Plaintiffs' request for a constructive trust is improper in the context of the Debtors' bankruptcy proceeding, and their claims for breaches of express warranties are barred by the plain terms of the Purchase Agreement, as these liabilities are no longer the Debtors' obligations, Mr. Smolinsky explains. Despite notice by publication of the Bar Date to the putative class members encompassed by the Angell Putative Class Claim -- other than the claims filed by the Angell Plaintiffs and by one other individual represented by putative class counsel for the Angell Plaintiffs -- there have been no claims filed in the Court seeking damages or requesting relief in connection with the alleged defect of Debtors' Products, Mr. Smolinsky clarifies. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Objects to L. Washington's $1.5 Bil. Claim ---------------------------------------------------------- Motors Liquidation Co. and its units object to and ask the Court to disallow and expunge Claim Nos. 02109 and 14938 filed by Lafonza Earl Washington, contending that the claims contain no supportable legal or factual basis. Furthermore, the Debtors reserved their right to later object to any surviving claims on any other basis. Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP in New York, tells the Court that the Debtors object to Mr. Washington's claims as these are "incomprehensible and unsupported by facts." Moreover, Mr. Washington is a serial filer, having fondness for litigation, and his claims against the Debtors are part of a pattern of disallowed filings which is not limited to this bankruptcy. Mr. Washington, having a long history as a serial filer, has been repeatedly ordered not to file papers absent leave of court, Mr. Smolinsky relates. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Reaches Pact With Spyker on Saab Sale ----------------------------------------------------- General Motors Co. and Spyker Cars NV confirmed on January 26, 2010, that they have reached a binding agreement on the purchase of GM's Swedish unit, Saab Automobile AB. "Today's announcement is great news for Saab employees, dealers and suppliers, great news for millions of Saab customers and fans worldwide, and great news for GM," said John Smith, GM vice president for Corporate Planning and Alliances. "Throughout the negotiations, GM has always had the hope to find a solution for Saab that would avoid a wind down of the brand," Nick Reilly, president for GM Europe said in an official statement. "We've worked with many parties over the past year, including governments and investors, and I'm very pleased that we could come to such a good conclusion, one that preserves jobs in Sweden and elsewhere. GM will continue to support Saab and Spyker on their way forward." The Swedish government is at present reviewing the transaction and the related request for guarantees of the Saab Automobile loan that has been requested from the EIB. Assuming quick action, the transaction is expected to close in mid-February, and previously announced wind down activities at Saab will be immediately suspended, pending the close of the transaction, GM said. GM added that the sale will be subject to customary closing conditions, including receipt of applicable regulatory, governmental and court approvals. Other terms and conditions specific to the sale will be disclosed in due time. Mr. Smith noted on a conference call that GM will receive some "additional consideration" from the Saab deal, which he declined to elaborate, according to Bloomberg News. Spyker Provides Further Details on Saab Acquisition In advance of the General Meeting of Spyker shareholders, to be held on February 12, 2010, and which was convened on January 28, Spyker provided further strategic and financial details regarding its acquisition of Saab in an official statement dated February 1. Acquisition Rationale and Saab Business Plan Spyker believes that through the purchase of Saab it has a rare opportunity to acquire and rebuild a global car brand which will be repositioned towards an independent performance-oriented niche car company with an industry-leading environmental strategy. Saab's brand DNA is unique and rooted in its aeronautical heritage, innovative and independent thinking and its Swedish origins. Spyker fully supports Saab's Business Plan which will be implemented by Saab management. The Business Plan, drawn up by Saab management over the past ten months, was analysed by Spyker in assistance with Booz & Co. and KPMG Transaction Services, advisors to Spyker. The Business Plan has also been analysed and supported by several advisors to the Swedish Government and the EIB. At the General Meeting, Spyker Cars N.V. intends to adopt a resolution to change its name to Saab Spyker Automobiles NV. This entity will operate Spyker and Saab as two separate operating companies, each focused on its distinct target markets with their respective vehicle lines. As previously stated, Saab Spyker is committed to execute the Saab Business Plan. It is the intention to enhance it in several areas. The highlights of Saab's strategy will be: * Saab will be a stand-alone niche manufacturer with three to four model lines: 9-3 (sedan, hatchback, sports estate, X and convertible) and 9-5 (sedan, sports estate and X) and the 9-4X for both the US and European markets. In addition, Saab will investigate the potential of adding a fourth smaller car line ("9-1") in due course provided that the positive development of the smaller car segment continues. However, this model is currently not envisaged in the Business Plan so if the outcome of the investigation is positive, additional financing to develop this model could be required. * Saab's product portfolio will be renewed completely, beginning with the launch of the new 9-5 early this summer, the new 9-4X in early 2011 and the new all Saab 9-3 in 2012. * Saab will continue to be repositioned against other brands including Audi (A4/A6) and BMW (3/5 series) as a premium brand, leveraging its strong and unique brand heritage. * Saab's Technical Development Center in Trollhattan has full capability in developing complete vehicles and will continue to do so. In areas such as safety, environment, driving characteristics, practicality, turbo technologies and several other innovations, the Saab brand is among the best in the industry. * With Trollhattan as one of the most efficient mid-size car plants in Europe, production and sales volumes are aimed to be rebuilt to recent pre-crisis levels of about 100,000 to 125,000 vehicles including the 9-4X built in Mexico. * The current dealer network will be re-energized with a new sales and distribution approach in certain markets, which will be implemented during 2010. * The economies of scale of the on-going collaboration with GM after Closing the acquisition (February 2010) will continue to be leveraged in sourcing via ancillary agreements, with independent sourcing gradually increasing to reduce GM dependency and obtain improved access to other suppliers and the co-development of unique innovations. Saab Spyker believes that its two brands, both deeply rooted in aeronautical and automotive history, will benefit from sharing certain assets and technology services. Examples include but are not limited to: * Saab's extensive global network of 1,100 dealers. * The extensive engineering know how and innovative technologies available at Saab. * Sharing of activities in marketing & sales, consisting of merchandising, promotion & sponsorship activities, among others. In the future, the two brands will be able to share certain parts and components and expect to obtain access to supplier and partner resources not available to Spyker or Saab individually today. Funding of Saab The Saab Business Plan requires approximately $1 billion in peak funding for Saab in advance of the return to profitability, forecast to occur by 2012. The funding is provided in part by GM, through US$326 million Redeemable Preference Shares, and in part through other contributions, which concern various substantial contributions to the funding of Saab's Business Plan on favorable terms for supplies by GM to Saab and deferred payments from Saab to GM. The remaining amount, apart from cash at bank, is to be provided by a EUR400 million loan from the European Investment Bank for certain R&D projects at Saab. Securing this EIB loan is a condition precedent to closing of the Saab acquisition. With this financing in place, the business plan does not envisage any future funding being required, neither from Spyker or elsewhere, for Saab to return to profitability. The business plan targets car production and sales at or below historical levels of 100,000 to 125,000. Explanation on the two sources of funding: (1) Redeemable Preference shares At Closing, GM will convert US$326 million of pre-closing receivables on Saab into RPSs in Saab. The issue of the RPSs will therefore NOT cause any dilution for the shareholders in Spyker. The voting rights attaching to these RPSs constitute 0.0005% of the total voting rights in Saab. The other 99.99% of the voting rights (100% of the ordinary shares) will be held by Spyker. Since the RPSs are capital and not a loan, no interest is due at any time by Saab. The RPSs carry no dividend from Closing until December 31, 2011. A dividend entitlement of 6% starts from January 1, 2012, through June 30, 2014, and increases over time to 12% as from July 1, 2014, until the scheduled redemption date of December 31, 2016. The dividend over 2012 will be added to principal, but as from fiscal year 2013 the dividend is payable in cash. Should Saab have insufficient distributable reserves to pay the cash dividend it will be added to principal increased with a penalty factor of up to 4%, but such that the total dividend entitlement will never exceed 12%. In the period 2010-2016, the average dividend payable is about 4%, which is considerably below the average interest on a comparable subordinated loan. The RPSs qualify as equity and therefore, if Saab cannot pay dividends or redeem the RPSs, Saab will not be in default but the RPSs will simply continue to accrue. Also, the RPSs cannot be redeemed as long as the EIB loan is not yet fully repaid. The Saab Business Plan envisages redemption of the RPSs starting in 2016 out of retained profit, without additional funding from Spyker or anyone else being required. (2) EIB loan The Share Purchase Agreement is subject to the execution of a EUR400 million loan agreement between Saab and the European Investment Bank, for which a guarantee was obtained from the Swedish Government on January 26, 2010. This loan will be issued to Saab. All amounts payable by the EIB are specifically earmarked to the Euro for designated Saab projects and capital expenditures and represent 50% of these projects or capital expenditures. The projects mainly relate to increasing fuel efficiency and clean car technology. The remaining 50% is funded by Saab itself pursuant to its Business Plan. Spyker will not have any access to the EIB funds which are completely ring-fenced nor will it pay any part of the Purchase Price with proceeds from the EIB loan. The guarantee is subject to approval by the European Commission. Saab and the Swedish Government have provided all required information to the EC prior to the issue of the guarantee so the decision by the EC is expected very soon. Funding of Spyker Spyker's existing bank loans in the aggregate amount of EUR57 million are refinanced by Tenaci Capital B.V. The terms and conditions of this loan will mirror those of the existing loans it repays, including the right to convert EUR9.5 million into ordinary shares at EUR4 per share. The term of the loan is 12 months and the interest 10 percent above Euribor. After payment of the last installment of the Purchase Price, Tenaci has the right to collateralize the loan on terms and conditions identical to those on which the existing loans were collateralized. The Purchase Price of Saab amounts to US$74 million or EUR53.23 million at the current exchange rate of 1:1.39. The first installment of US$50 million, to be paid on Closing, will be paid as follows: US$25 million is borrowed from Tenaci at the same interest rate as the other funding extended by Tenaci, without the right to convert into shares. This amount is currently already in escrow with General Motors. The other US$25 million is financed through a share issue, largely through a commitment from GEM Global Yield Fund Ltd under an equity facility concluded between Spyker and GEM. Spyker currently does not intend to draw in excess of US$25 million under this facility. The second installment, US$24 million, will be payable on July 15, 2010. Spyker has been approached by various investors to fund this installment. Spyker intends to finance this amount primarily through senior debt -- senior to the debt owed to Tenaci -- but does not rule out other alternatives. Spyker has committed to pledge its assets to GM as security for this final tranche. Funding of Tenaci Tenaci's equity is wholly owned by Investeringsmaatschappij Helvetia B.V., the personal holding company of Mr. Victor Muller. Tenaci obtains its debt funding from sources that wish to remain anonymous and with which Tenaci has entered into non-disclosure agreements. The terms and conditions of Tenaci's own financing do not impact Spyker or Saab in any way. Tenaci has successfully bought Mr. V. Antonov's current shareholding in Spyker consisting of 4.6 million ordinary shares, subject to closing of the Saab acquisition. Currently, Tenaci has no plans to make a public offer on all of the issued shares in Spyker. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Lists Mediators to Work Out Unliquidated Claims --------------------------------------------------------------- Old General Motors Corp., now formally named Motors Liquidation Co., is in Bankruptcy Court today seeking approval of approval of mediation procedures to resolve some of the 68,000 claims that were filed for $217 billion. The Debtors filed with the Court a schedule of mediators to serve at each of the locations where mediation and arbitration proceedings under the alternative dispute resolution procedures will be conducted, specifically in (i) New York, New York; (ii) Detroit, Michigan; (iii) Dallas, Texas; and (iv) San Francisco, California. The Debtors have noted that the proposed alternative dispute resolution procedures provide a structure that will (i) promote direct settlement discussions and exchange of information between the parties; and (ii) absent a settlement as a result of direct discussions between the parties, promote resolution of certain proofs of claims through mediation or arbitration with the assistance of a neutral outside party. * Dallas, Texas Name Experience ---- ---------- Burdin, Mary Personal injury, products liability Damuth, Brenda J. Personal injury, products liability Grissom, Jerry Class actions, personal injury, products liability Hale, Earl F. Complex business disputes Lopez, Hon. Carlos G. Personal injury, products liability Martin, Hon. Harlan Complex business disputes, personal injury, products liability Parker, Walter E. "Rip" Personal injury, products liability, complex disputes Rubenstein, Kenneth J. Personal injury, products liability; complex disputes Young, James Class actions, complex business disputes, insurance disputes, personal injury * Detroit, Michigan Name Experience ---- ---------- Connor, Laurence D. Complex business disputes Driker, Eugene Complex business disputes, class actions Harrison, Michael G. Personal injury Kaufman, Richard C. Personal injury Muth, Jon R. Complex business disputes, class actions Pappas, Edward H. Complex business disputes, products liability von Ende, Carl H. Complex business disputes * New York, New York Name Experience ---- ---------- Carling, Francis Products liability, personal injury Cyganowski, Melanie Complex business disputes Farber, Eugene I. Products liability Feerick, Kevin Complex business disputes, products liability Holtzman, Eric H. Products liability Hyman, Ms. Chris Stern Insurance disputes Leber, Bernice K. Complex business disputes Levin, Jack P. Class actions, breach of warranty claims, products liability * San Fancisco, California Name Experience ---- ---------- Cowett, Hon. Patricia Ann Yim Personal injury Donnet, Toni-Diane Consumer litigation, personal injury Glavis, Greta Personal injury, complex business disputes Komar, Hon. Jack Products liability class actions, mass torts McPharlin, Linda Complex business disputes Spieczny, Nancy J. Personal injury Tucker, William J. Personal injury, complex business disputes Wied, Colin W. Complex business disputes, personal injury, products liability About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GLOBAL CROSSING: Committee, Board Adopt 2010 Incentive Bonus Plan ----------------------------------------------------------------- The Compensation Committee and the Board adopted the Global Crossing Ltd. 2010 Discretionary Incentive Bonus Program, the Company's annual bonus program for 2010. The program is intended to retain employees and to motivate them to help the Company achieve its financial and business goals. Each participant is provided a target award under the 2010 Bonus Program expressed as a percentage of his or her base salary. The applicable percentages for the Named Executive Officers Participants Target Bonus Opportunity ------------ ------------------------ John J. Legere 100% David R. Carey 65% Daniel J. Enright 65% John A. Kriztmacher 65% John B. McShane 65% Actual awards under the 2010 Bonus Program will be based on the extent to which the Company achieves specified performance goals for 2010 relating to earnings and cash flow. The Compensation Committee may in its sole discretion adjust the payout amounts to any or all participants based upon such factors, objective or subjective, it deems prudent, necessary or appropriate. In addition, the Compensation Committee and the Board also approved the 2010 long-term incentive program comprising the grant of restricted stock units and performance shares to key employees of the Company, including the Named Executive Officers, under the 2003 Global Crossing Limited Stock Incentive Plan. Each RSU entitles the participant to receive an unrestricted share of the Company's common stock on Feb. 1, 2013, subject to the participant's continued employment through that date and subject to earlier pro-rata vesting in the event of death or long-term disability; provided that all of the chief executive officer's unvested RSUs vest upon actual or constructive termination without cause (as determined in accordance with his employment agreement) or due to death or long-term disability. Each RSU will also vest in full upon a Change in Control. The aggregate number of RSUs granted to the Named Executive Officers was 215,400. The number of RSUs and the target number of performance shares granted to the Named Executive Officers under the 2010 long-term incentive program are as follows: Participants RSUs Target Performance Shares ------------ ---- ------------------------- John J. Legere 118,650 118,650 David R. Carey 21,750 21,750 Daniel J. Enright 21,750 21,750 John A. Kriztmacher 31,500 31,500 John B. McShane 21,750 21,750 About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) and its subsidiaries are a global communications service provider, serving many of the world's largest corporations, government entities and many other telecommunications carriers, providing a full range of Internet Protocol and managed data and voice products and services. The Company's network delivers services to nearly 700 cities in more than 60 countries and six continents around the world. The Company operates as an integrated global services provider with operations in North America, Europe, Latin America and a portion of the Asia/Pacific region, providing services that support a migration path to a fully converged IP environment. Global Crossing reported a net loss of US$73 million for the three months ended September 30, 2009, from a net loss of US$72 million for the year ago period. Global Crossing reported a net loss of US$104 million for the nine months ended September 30, 2009, from a net loss of US$232 million for the year ago period. At September 30, 2009, Global Crossing had US$2,463,000,000 in total assets against US$2,796,000,000 in total liabilities, resulting in US$333,000,000 in stockholders' deficit. GRAHAM PACKAGING: Inks Sixth Amended Agreement Limited Partnership ------------------------------------------------------------------ GPC Holdings L.P., Graham Packaging Corporation, BCP/Graham Holdings L.L.C., and Graham Packaging Company Inc. entered into the Sixth Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company. The partners of Holdings adopted the Partnership Agreement in connection with the initial public offering of the Company. Pursuant to the Partnership Agreement * the partnership interests in Holdings were denominated as limited partnership units and general partnership units such that the Company owns 40,975,314 limited partnership units, representing an 80.9% limited partnership interest, and its wholly-owned subsidiary, BCP, owns 2,023,472 general partnership units, representing a 4.0% general partnership interest in Holdings; * the general partnership interests of the Graham Family were converted into a limited partnership interest such that the Graham Family owns an aggregate of 7,588,021 limited partnership units, representing a 15.0% limited partnership interest in Holdings; and * current and former employees and directors own an aggregate of 35,167 limited partnership units and options to acquire an aggregate of 4,746,940 limited partnership units. Pursuant to the Partnership Agreement, BCP has the right to determine when distributions will be made to the partners of Holdings and the amount of any such distributions. If BCP authorizes a distribution, such distribution will be made to the partners of Holdings * in the case of a tax distribution, to the holders of limited partnership units in proportion to the amount of taxable income of Holdings allocated to holder; and * in the case of other distributions, pro rata in accordance with the percentages of their respective partnership interests. The holders of limited partnership units in Holdings will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Holdings. Net profits and net losses of Holdings will generally be allocated to its partners pro rata in accordance with the percentages of their respective partnership interests. The Partnership Agreement provides for cash distributions to the holders of limited partnership units of Holdings if BCP determines that the taxable income of Holdings will give rise to taxable income for its partners. The Partnership Agreement provides that for so long as the Graham Family retains at least one third of their partnership interests held as of February 2, 1998, they are entitled to an advisory fee of $1,000,000 per annum, payable in four equal quarterly installments. The Partnership Agreement provides that BCP, as the general partner, will be entitled in its sole discretion and without the approval of the other partners to perform or cause to be performed all management and operational functions relating to Holdings and shall have the sole power to bind Holdings. The limited partners will not participate in the management or control of the business. The Partnership Agreement provides that, subject to certain exceptions, the General Partner will not withdraw from Holdings, resign as a general partner, or transfer its general partnership interests, and limited partners will not transfer their limited partnership interests without the consent of the General Partner. The Partnership Agreement provides that if the Graham Family proposes to transfer any partnership interests to any person pursuant to a bona fide offer to purchase such partnership interests, then the Graham Family shall first give a written notice to Holdings, the Company and BCP setting forth the terms and conditions of such offer. Holdings has a right of first refusal regarding such partnership units. The Partnership Agreement provides that Holdings will be dissolved upon the earliest of * the sale, exchange or other disposition of all or substantially all of its assets * the withdrawal, resignation, filing of a certificate of dissolution or revocation of the charter or bankruptcy of the general partner, or the occurrence of any other event which causes a general partner to cease to be a general partner unless, a majority-in-interest of the limited partners elect to continue the partnership; or * date as the partners shall unanimously elect. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. Graham Packaging's consolidated balance sheets at September 30, 2009, showed $2.067 billion in total assets and $2.937 billion in total liabilities, resulting in a $869.6 million partners' deficit. GREDE FOUNDRIES: Exits Chapter 11 as Merger Completed ----------------------------------------------------- Corinna Petry at AMM.com says Grede Foundries Inc. has exited Chapter 11 bankruptcy protection with the completion of a merger with Citation Corp. According to Citation's chief executive officer Doug Grimm, the merger involved three transactions. The first involved two groups -- Wayzata Investment Partners LLC, Grede's outside investors; and GSC Group, Citation's outside investors -- becoming majority shareholders; at the same time, the bankruptcy court conducted the sale of a vast majority of Grede's assets; and finally, the two companies combined. About Grede Foundries Based in Reedsburg, Wisconsin, Grede Foundries, Inc. -- http://www.grede.com/-- produces ductile iron, grey iron and specialty metal parts. The Company serves the automotive, heavy truck, off-highway, diesel engine and industrial markets and is one of the largest cast-iron foundry companies in the United States. The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D. Wisc. Case No. 09-14337). Daryl L. Diesing, Esq., Jerard J. Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck Dudek S.C., represent the Debtor in its restructuring efforts. The Debtor selected Conway Del Genio Gries & Co. as restructuring advisor; Leverson & Metz S.C. as special counsel; and Kurtzman Carson Consultants LLC as claims agent. The Debtor listed total assets of $143,983,000 and total debts of $148,243,000. GUIDED THERAPEUTICS: Obtains New Funding From Konica Minolta ------------------------------------------------------------ Guided Therapeutics, Inc. has received confirmation of additional funding from Konica Minolta Opto, Inc. of Tokyo to co-develop new, non-invasive cancer detection products. The new funding, expected to be approximately $1.59 million over 12 months, is in addition to option to license payments GT currently receives from KMOT. Work on the project is expected to begin immediately. As part of the agreement, KMOT is expected to purchase prototype devices and rely on GT for establishing the technical approach and regulatory strategy for potential entry of the new products into the U.S. and international markets. The agreement follows more than two years of collaborative preparations and the recent completion of a directional marketing study, commissioned by GT and KMOT, that confirmed the market opportunity for extension of GT's LightTouchT technology into new product areas. "Now that we are moving into the production and international marketing phase of LightTouch for cervical cancer detection, we can utilize our experienced R&D team to expand our product portfolio," said Mark L. Faupel, Ph.D., President and CEO of GT. "We are pleased to be working with Konica Minolta to extend the LightTouch platform into these new and exciting product areas." "KMOT is encouraged by the recent marketing studies, the work done to date by GT and looks forward to working with the company to co- develop and market non-invasive cancer detection products," said Akira Suzuki, General Manager, LC Business Department for KMOT. "We believe that these products will be cost effective tools to help detect and treat cancer earlier, which is a key component of improving healthcare worldwide." The new products, for the detection of esophageal and lung cancer, are based on GT's LightTouch non-invasive cervical cancer detection technology, which is undergoing the U.S. Food and Drug Administration's premarket approval process. Lung cancer is the most prevalent cancer in the world and esophageal cancer ranks just below cervical cancer in newly diagnosed cases, according to the World Health Organization (WHO). According to the WHO, 1.2 million new cases of lung cancer are diagnosed every year across the world. In the U.S., lung cancer is the leading cause of cancer death, with 215,000 new cases and more than 161,000 deaths, according the American Cancer Society. Worldwide, new cases of esophageal cancer are estimated at 410,000, with more than 16,000 new cases and more than 14,000 deaths in the U.S. In Japan, home to KMOT, lung cancer kills more than 63,000 and esophageal cancer is responsible for more than 11,300 deaths, annually. A precursor to esophageal cancer is Barrett's esophagus, which is caused by excessive acid reflux. About Guided Therapeutics Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets: GTHP) is a medical technology company focused on developing innovative medical devices that have the potential to improve health care. The Company is currently focused on completing the development of cervical cancer detection device. * * * At September 30, 2009, the Company had $1,385,000 in total assets against $12,694,000 in total liabilities, resulting in $11,309,000 in capital deficit. HALCYON HOLDING: Pacificor Gets 'Terminator' Rights for $29.5MM --------------------------------------------------------------- Nikki Finke at Deadline.com reports that Halcyon Holding Corp. accepted the $29.5 million bid from Santa Barbara-based hedge fund Pacificor LLC for the Terminator movie, TV program, and other spin-off rights. Ms. Finke says Pacificor, who holds Halcyon debts, beat Sony Pictures and Lionsgate, which were separately bidding for the franchise, and then teamed up after the first round was completed. Lionsgate had served as stalking horse bidder with a ground floor offer of $15 million. The deal will be presented for approval before the Bankruptcy on Thursday. Ms. Finke relates the auction held Monday stretched from 3 p.m. until 8 p.m. Ms. Finke notes a furious Sony Pictures Entertainment's president of worldwide affairs Peter Schlessel "storm[ed] out" of the downtown LA offices of FTI Capital Advisors, were the auction was conducted. Sony had distributed Terminator 4: Salvation internationally. According to Ms. Finke, an insider said Sony and Lionsgate dropped out at just under $29.5 million when it became clear that Pacificor "was willing to pay almost any amount of money for Terminator." Ms. Finke relates Halcyon will receive $5 million for every Terminator movie made from now on, as well as retains the revenue streams from the movies Terminator 3 and 4. "Sources behind Halcyon claim to me that the arrangement made now wipes out the debt Halcyon owed to Pacificor and all the other creditors," Ms. Finke says. The Troubled Company Reporter, citing Bloomberg News, said Halcyon filed for bankruptcy August 17, 2009, the same day it launched a court battle with Pacificor, which provided funding for its film. Halcyon sued the hedge fund Pacificor and one of its former employees. According to the Los Angeles Times, Derek Anderson and Victor Kubiceck, Halcyon's owners, failed to make a payment demanded by Pacificor. In their suit against Pacificor, filed in state court in Los Angeles, Messrs. Anderson and Kubiceck claimed they couldn't make the payment because of a lien Pacificor placed on Dominion Holdings, one of the companies that filed for protection. Halcyon borrowed a total of $39 million from Pacificor and has paid back $15 million, the LA Times said, citing people close to the company. "Terminator Salvation" took in about $370 million at the box office, according to the Times. Ms. Finke says Halcyon accused Pacificor in a lawsuit of extortion, bribery, and fraud and demanded $30 million in damages. Halcyon Holding Group LLC is the company that produced "Terminator Salvation," a film that generated $369 million in box office receipts. Halcyon Holding Group LLC and two affiliated companies filed Chapter 11 petitions on Aug. 17 in Los Angeles, California (Bankr. C.D. Calif. Case No. 09-31854). Halcyon said it has between $50 million and $100 million in both assets and debts. ICP SOLAR: October 31 Balance Sheet Upside-Down by $10.4 Million ---------------------------------------------------------------- ICP Solar Technologies, Inc.'s condensed balance sheets at October 31, 2009, showed $1,250,817 in total assets and $11,645,912 in total liabilities, resulting in a $10,395,095 shareholders' deficit. At October 31, 2009, the Company's consolidated balance sheets also showed strained liquidity with $1,097,364 in total current assets available to pay $3,310,912 in total current liabilities. The Company reported net earnings of of $4,514,606 for the three month period ended October 31, 2009, compared to a net loss of $2,410,521 for the corresponding period a year earlier. Results for the third quarter of fiscal 2010 included $5,167,000 of income on put warrants, versus a charge of $466,000 for the same period of fiscal 2009. During the third quarter ended October 31, 2009, ICP's consolidated net sales posted a decrease of 66.9% or $770,595 to $380,902, down from $1,151,497 for the three month period ended October 31, 2008. The Company reported a net loss for the nine month period ended October 31, 2009, of $8,527,381 compared to a net loss of $6,962,695 for the corresponding period a year earlier. During the nine months ended October 31, 2009, ICP's consolidated net sales posted a decrease of 36% or $1,796,281 to $3,193,813, down from $4,990,094 for the nine month period ended October 31, 2008. 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?5150 Going Concern Uncertainty The Company has reported a net loss of $8,527,381 and negative cash flows from operating activities of $8,354 for the nine months ended October 31, 2009, as well as net losses of $9,285,467, $4,222,738, $2,626,565 and $1,396,672 and negative cash flows from operating activities of $1,991,115, $1,380,799, $3,828,787, and $978,067 for the fiscal years ended January 31, 2009, 2008, 2007 and 2006 respectively. As of October 31, 2009, the Company had an accumulated deficit of $27,457,309, negative working capital of $2,213,548 and cash of $12,313. Until and unless the Company's operations generate significant revenues and cash flow, the Company will attempt to continue to fund operations from cash on hand and through private placements of the Company's equity or debt securities or bridge loans to the Company from third-party lenders. The Company can give no assurances that any additional capital that it is able to obtain will be sufficient to meet its needs, or on terms favourable to it. If the Company is unsuccessful at obtaining additional financing as needed, it may be required to significantly curtail or cease operations. The Company will need additional financing thereafter until it achieves profitability. Should the Company be unable to continue as a going concern it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. The Company's financial statements do not include any adjustments that may result from the outcome of this uncertainty. About ICP Solar Headquartered in Montreal, Canada, ICP Solar Technologies, Inc. (OTC BB:ICPR) -- http://www.icpsolar.com/-- is a developer and marketer of solar panels, solar monitoring and power management solutions. ICP Solar markets its products under its sunsei brand and, in the solar charger category, is the global licensee of the Energizer brand. INDUSTRY WEST: Can Hire MacConaghy & Barnier as Bankruptcy Counsel ------------------------------------------------------------------ The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the Northern District of California authorized Industry West Commerce Center, LLC, to employ MacConaghy & Barnier, PLC, as counsel under a general retainer. The firm is expected to, among other things: -- advise the Debtor regarding matters of the Bankruptcy Law; -- represent the Debtor in proceedings or hearings in the Bankruptcy Court; and -- assist the Debtor in the preparation and litigation of appropriate applications, motions, and adversary proceedings, answers, orders, reports and other legal papers. John H. MacConaghy, Esq., a principal at MacConaghy & Barnier, tells the Court that prepetition, the firm received a $50,000 retainer. The hourly rates of the firm's personnel are: Mr. MacConaghy $400 Jean Barnier $300 Mr. MacConaghy assures the Court that the firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. MacConaghy can be reached at: MacConaghy and Barnier 645 1st St. W #D Sonoma, CA 95476 Tel: (707) 935-3205 Santa Rosa, California-based Industry West Commerce Center, LLC, a California limited liability company, filed for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr. N.D. Calif. Case No. 10-10088). John H. MacConaghy, Esq., at MacConaghy and Barnier, 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. INVITEL HOLDINGS: To Delist ADSs from NYSE AMex ----------------------------------------------- Invitel Holdings has filed a Form 25 "Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934" with the U.S. Securities and Exchange Commission and NYSE Amex February 8 to delist its American Depositary Shares ("ADSs", which represent ordinary shares of Invitel Holdings A/S) from the NYSE Amex stock exchange. Invitel Holdings expects the filing to be effective on or about February 18, 2010, at which point Invitel Holdings expects the ADSs to be removed from the NYSE Amex. Following the delisting of its ADSs from the NYSE Amex, Invitel Holdings will take the necessary steps to deregister from the SEC and to cease reporting under the Securities Exchange Act of 1934, as amended. On or about February 18, 2010, Invitel Holdings intends to file a Form 15 "Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934" with the SEC in order to deregister from the SEC. Upon the filing of the Form 15, the obligation of Invitel Holdings to file periodic reports with the SEC under the Exchange Act will be suspended immediately. The deregistration will be effective 90 days after the filing, unless the Form 15 is earlier withdrawn by Invitel Holdings or denied by the SEC. Invitel Holdings reserves the right to delay or withdraw the filings of the Forms 25 and 15 for any reason prior to their effectiveness. About Invitel Holdings A/S Invitel Holdings A/S is the number one alternative and the second- largest fixed line telecommunications and broadband Internet Services Provider in the Republic of Hungary. In addition to delivering voice, data and Internet services in Hungary, it is also a leading player in the Central and Eastern European wholesale telecommunications market. * * * As reported by the Troubled Company Reporter-Europe on December 28, 2009, Standard & Poor's Ratings Services said it raised to 'B' from 'CCC+' its long-term corporate credit ratings on Hungary-based fixed-line telecommunications operator Invitel Holdings A/S and related entities Magyar Telecom B.V. and HTCC Holdco I B.V., following the completion of a EUR345 million senior secured notes offering to refinance existing debt. The issue rating on the new EUR345 million 9.5% senior secured notes, due 2016 and issued by Magyar Telecom B.V., was also raised to 'B' from 'CCC+'. In addition, S&P raised the issue rating on Magyar Telecom B.V.'s EUR126 million floating-rate notes due 2013 and the issue rating on HTCC Holdco I B.V.'s EUR17 million junior subordinated payment- in-kind notes due 2013, to 'CCC+' from 'CCC-'. All corporate credit and issue ratings were removed from CreditWatch where they had been placed with positive implications on Dec. 7, 2009. The outlook on the corporate credit ratings is stable. JAPAN AIRLINES: Opts to Remain in Alliance with American -------------------------------------------------------- Japan Airlines Corp. announced a decision to strengthen its partnership with American Airlines. The carriers, both members of the oneworld alliance, will jointly apply to the U.S Department of Transportation and the Ministry of Land Infrastructure, Transport and Tourism of Japan for the approval of antitrust immunity on transpacific routes. Upon receiving the approval from the relevant authorities, JAL and American Airlines intend to enter a joint business venture which will enhance their scope of cooperation on the routes between the United States and Japan, through adjustments to their respective networks, flight schedules, and other business activities, allowing both carriers to better complement each other to develop and offer competitive products and quality service to their customers. The JAL Group Chief Operating Officer and president, Masaru Onishi said on this occasion: "We have analyzed this issue in great detail, and we are excited at the prospects in terms of the convenience and benefits for our customers. We also firmly believe that the advantages of this development with American Airlines can strongly support JAL at a time when we are striving towards the revival of our business, which we are determined to achieve. We certainly look forward to a deeper, more mutually-beneficial relationship with our long-time partner." As JAL undergoes the process of reorganization, it will seize the opportunity presented by this partnership to strengthen its network and further improve its offerings. From hence forth, in addition to the joint business agreement with AMR, JAL will also fortify its relationships with other partners in the oneworld alliance, so as to provide customers a comprehensive range of products and services, and become once again, the airline of customer's choice. About AMR Corp. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. About 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) JETBLUE AIRWAYS: Swings to $58-Mil. Net Income in 2009 ------------------------------------------------------ JetBlue Airways Corp. reported $58 million of net income on $3.28 billion of operating revenues for the year ended Dec. 31, 2009, compared with an $85 million net loss on $3.38 billion of total operating revenues for the year ended Dec. 31, 2008. The Company reported $6.55 billion in total assets, $1.16 billion in total current liabilities, $2.92 billion long-term debt and capital lease obligations, $529 million construction obligation, $397 million deferred taxes and others resulting to a $1.53 billion stockholders' equity, as of Dec. 31, 2009. A full-text copy of the Company's financial report on Form 10-K is available for free at http://ResearchArchives.com/t/s?5197 JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. * * * According to the Troubled Company Reporter on Jan. 28, 2010, Moody's Investors Service raised its ratings of JetBlue Airways, Corp.; corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also raised by one notch, its debt ratings on the 3.75% Senior Unsecured Convertible Notes due 2035 to Caa3 from Ca, the respective Class G tranches of the Enhanced Equipment Trust Certificates Series 2004-2 to B1 from B2, and the Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare Parts EETC to B2 from B3 and the senior unsecured industrial revenue bonds to Caa3 from Ca. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and changed the outlook to positive from stable. JOAN STEWART: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Joan P. Stewart 26 Hansen Avenue Third Floor Bridgeport, CT 06605 Bankruptcy Case No.: 10-50282 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Alfred J. Cali, Esq. Cali & Pol, Attorneys at Law 1187 Broad Street, Second Floor Bridgeport, CT 06604 Tel: (203) 339-0050 Fax: (203) 339-0040 Email: acali@calipol.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 $1,030,364, and total debts of $1,254,214. A full-text copy of Ms. Stewart's petition, including a list of her 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ctb10-50282.pdf The petition was signed by Ms. Stewart. KRISPY KREME: NYSE Delists Preferred Share Purchase Rights ---------------------------------------------------------- The New York Stock Exchange removed the entire class of Preferred Share Purchase Rights of Krispy Kreme Doughnuts Inc. from listing and registration on the Exchange at the opening of business on January 29, 2010. NYSE noted that all rights pertaining to the entire class of this security were extinguished on January 18, 2010. Pursuant to the terms of the Rights of Krispy Kreme Doughnuts, Inc., the Rights expired and became null and void on January 18, 2010. The security was suspended from trading on January 19, 2010. On January 14, 2010, the Board of Directors of Krispy Kreme declared a dividend payable on January 19 of one right for each outstanding share of common stock, no par value, of the Company held of record at the close of business on January 18, or issued thereafter and prior to the Separation Time -- as defined in the Rights Agreement -- and thereafter pursuant to options and convertible securities outstanding at the Separation Time. The Rights were issued pursuant to a Shareholder Protection Rights Agreement, dated as of January 14, 2010, between the Company and American Stock Transfer & Trust Company, LLC, a New York corporation, as Rights Agent. As reported by the Troubled Company Reporter on January 21, 2010, Jim Morgan, Chairman of the Board of Directors and Chief Executive Officer of the Company, said the new Rights Plan was adopted to deter abusive takeover tactics, but it was not adopted in response to any specific effort to acquire control of the Company. "Krispy Kreme believes the new Rights Plan, like the existing Rights Plan, will provide the Board of Directors with negotiating leverage if a third party offers to acquire the Company at a price that would not provide shareholders with the full value of their investment. The issuance of the rights has no dilutive effect, will not affect reported earnings per share and is not taxable to Krispy Kreme or its shareholders," Mr. Morgan said. About Krispy Kreme Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer and wholesaler of doughnuts. The company's principal business, which began in 1937, is owning and franchising Krispy Kreme doughnut stores where over 20 varieties of doughnuts are made, sold and distributed and where a broad array of coffees and other beverages are offered. Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply with certain financial covenants related to its indebtedness, a portion of which matured, by its terms, in January 2009. Kremeworks has requested that the lender waive the loan defaults resulting from the covenant violations and refinance the maturing indebtedness. In the event the lender is unwilling to do so and declares the entire indebtedness immediately due and payable, the Company could be required to perform under its guarantee. Krispy Kreme Doughnuts said Kremeworks could have insufficient cash flows from its business to service the indebtedness even if it is refinanced, which might require capital contributions to Kremeworks by the Company and the majority owner of Kremeworks -- which has guarantees of the Kremeworks indebtedness roughly proportionate to those of the Company -- for Kremeworks to comply with the terms of the any new loan agreement. * * * As reported by the Troubled Company Reporter on September 30, 2009, Standard & Poor's Ratings Services revised its ratings outlook on Krispy Kreme Doughnuts to stable from negative. The outlook revision incorporates S&P's expectation that the company will have adequate liquidity in the near term based on S&P's expectation of its performance in the near term, its current cash position, and covenant cushion. S&P affirmed the 'B-' corporate credit rating. While the sales pressure will continue, S&P expects the declines to decelerate and profitability to somewhat stabilize or, at the very least, allow the company to remain covenant compliant in the current and next fiscal year. KUSHNER-LOCKE: Plan of Reorganization Wins Court Approval --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California confirmed The Kushner-Locke Company's Plan of Reorganization as of August 24, 2009. Under the Plan, holders of Allowed Class 4 Claims in the amount of $10,000 or less, will receive payment of 25% of the full amount of their allowed general unsecured claims, without interest, on or within 30 days from the effective date. Holders of allowed general unsecured claims in excess of $10,000 who are willing to accept a payment of $2,500 in full and final satisfaction of their allowed general unsecured claims, will receive payment in the amount, without interest, on or within 30 days from the effective date, in full satisfaction of their allowed general unsecured claims. The Plan also provides for holders of allowed unsecured claims to receive on the fifth business day after the effective date its pro rata share of the Class B units of the Reorganized Debtor. The distribution will be in full and complete satisfaction of each of allowed Class 5 claim. Thereafter, the holders of the Class 5 claims will receive distributions and allocations on account of the Class B units of the Reorganized Debtor. All payments required to be made under the Plan will be made from the Reorganized Debtor's cash on hand as of the effective date, well as cash generated from the Reorganized Debtor's operations and liquidation of assets after the effective date, including, without limitation, the liquidation of the reserved recovery rights. A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/KushnerLocke_Ch11Plan.pdf Headquartered in Los Angeles, California, The Kushner-Locke Company is a low-budget movie production studio. The company, along with its debtor-affiliates filed for chapter 11 protection on November 21, 2001 (Bankr. C.D. Calif. Lead Case No. 01-44828). Carol Chow, Esq., and Charles Axelrod, Esq., at Stutman, Treister & Glatt; Mara Mornet-Ritt, Esq., at Brandon & Morner-Ritt; and Martin Fineman, Esq., at Davis Wright Tremaine LLP, represent the Debtors in their restructuring efforts. Jeremy V. Richards, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors as counsel. LAS VEGAS MONORAIL: Files Amended List of Unsecured Creditors ------------------------------------------------------------- Las Vegas Monorail Company filed with the U.S. Bankruptcy Court for the District of Nevada an amended list of its largest unsecured creditors. A full-text copy of the list of unsecured creditors is available for free at: http://bankrupt.com/misc/LasVegasMonorail_AmendedLIstofUcreditors. pdf Las Vegas, Nevada-based 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. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. LAS VEGAS MONORAIL: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- Las Vegas Monorail Company has obtained permission from the Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada to use cash collateral on an interim basis. As reported by the TCR on January 29, 2010, the Debtor sought authorization from the Court to use cash collateral, saying that it needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor proposed a replacement lien in the Postpetition Revenues, which are otherwise unsecured. Judge Markell has allowed the Debtor to use Cash Collateral in accordance with the initial budget, a copy of which is available for free at: http://bankrupt.com/misc/LAS-VEGAS_MONORAIL_budget.pdf Judge Markell ruled that all rights and remedies respecting, and objections, positions and arguments concerning, Debtor's use of cash collateral, including the extent, validity and priority of liens of Debtor, Ambac Assurance Corporation, the Indenture Trustee Wells Fargo Bank, N.A. ("WFB") and Indenture Trustee U.S. Bank National Association ("U.S. Bank," and together with WFB, the "Trustees"), are fully reserved. Project Revenues generated on and after the date of filing of Debtor's Chapter 11 petition (the "Postpetition Revenues") will be placed in the WFB Collection Fund and swept to the Revenue Fund (jointly, the "Funds") pending the Final Hearing. To the extent the Funds at WFB hold insufficient money to satisfy the expenses of the Debtor pursuant to the initial budget, some or all of the money in Debtor's account maintained at Bank of America (the "BofA Account") may be transferred to the WFB Collection Fund by Debtor and swept to the Revenue Fund, and the transfer won't affect the parties' rights with respect to such money. No money in the BofA Account may be transferred by Debtor except to the WFB Collection Fund unless otherwise approved by court order. Debtor will submit to WFB (with copy to Ambac and U.S. Bank) (i) a written statement of necessary expenditures to be paid (a "Requisition"), using the same procedure used prepetition by Debtor and WFB, together with invoices and other information supporting the Requisition, and deliver to the Trustees and to Ambac additional invoices, business records, documents and information as those persons or their attorneys or advisors may reasonably request in connection with their review of a Requisition not already provided in support thereof. The Trustees will notify Debtor of any objections to a Requisition by the close of the second business day following delivery of (a) the Requisition, and (b) all requested invoices, business records, documents and information relating thereto not previously provided and requested. The Trustees are granted first-priority replacement liens to the extent of any postpetition diminution in value of their collateral in all Project Revenues generated postpetition and all property acquired postpetition of the type in which the Trustees held a security interest prepetition. The replacement liens are valid, enforceable, and fully perfected, and no filing or recordation or any other act in accordance with any applicable local, state, or federal law is necessary to create or perfect such liens. To the extent the replacement liens are insufficient to adequately protect the Trustees for the Cash Collateral used by Debtor postpetition, the Trustees will have administrative claims, with the super priority status to the extent of any deficiency in full payment of the administrative claim. Judge Markell has set a final hearing for February 17, 2010, at 1:30 p.m. PST on the Debtor's request to use cash collateral. Wells Fargo Bank is represented by Lewis And Roca, LLP. AMBAC Assurance Co. is represented by McDermott Will & Emery LLP About Las Vegas Monorail Las Vegas, Nevada-based 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. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. LAS VEGAS MONORAIL: Wants Feb. 26 Deadline for Schedules Filing --------------------------------------------------------------- Las Vegas Monorail Company has asked the U.S. Bankruptcy Court for the District of Nevada to extend until February 26, 2010, the deadline for the filing of schedules of assets and liabilities and statement of financial affairs. The deadline for the Debtor to submit the Schedules to the Court is currently scheduled for January 27, 2010. The Debtor says that the analysis and compilation of the information for the schedules will take some time given the urgency of other demands upon Debtor created by the filing of the petition, the need to maintain continuity in the Debtor's business, and the very limited number of qualified staff to perform and oversee. Specifically, the financial documents closing out the 2009 fiscal year which are necessary to complete the Statement of Financial Affairs was set to be completed by January 27, 2010, the Debtor states. Las Vegas, Nevada-based 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. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. LEONIDA BAUTISTA: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Leonida Bautista aka Crystal Sunrise, Inc. aka Light Star Adult Residential Facility 3141 Euclid Avenue 445 West 38th Street, Lynwood San Pedro, CA 90262 Bankruptcy Case No.: 10-14435 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Mariano A. Alvarez, Esq. 3660 Wilshire Blvd, Ste 1140 Los Angeles, CA 90010 Tel: (213) 388-1818 Fax: (213) 388-2131 Email: attyalvarez@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,645,000, and total debts of $3,843,775. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Ms. Bautista. LERNOUT & HAUSPIE: Proposes Secret Settlement with Korean Banks --------------------------------------------------------------- Scott L. Baena, in his role as the Litigation Trustee of the Lernout & Hauspie Speech Products N.V. Litigation Trust, is asking the Honorable Peter J. Walsh to approve a secret compromise and settlement with Woori Bank and Shinhan Bank. On September 28, 2007, Mr. Baena filed his Fourth Amended Complaint (S.D.N.Y. Case No. 05-cv-07018) against Woori, Shinhan and Chohung Bank (which was dismissed as a defendant in Jan. 2008). Mr. Baena alleges in his Complaint that the Korean Banks aided and abetted a fraud, orchestrated by John Seo, the then current President of L&H Korea, to overstate the earnings of L&H Korea, so that Mr. Seo would receive performance based payments from L&H NV based on the overstated income and L&H NV would continue to make additional capital contributions into L&H Korea. The Korean Banks have denied the allegations in the Fourth Amended Complaint and the parties have started to take significant discovery. In an effort to avoid the cost and risk associated with the Korean Bank Action, the Litigation Trustee has agreed to a settlement with the Korean Banks that will result in the dismissal of the Fourth Amended Complaint. Pursuant to Section 7.4.15 of the Plan and Section 3.4(b) of the Litigation Trust Agreement, the Litigation Trustee is required to seek bankruptcy court approval of the settlement of any Assigned Causes of Action with an asserted amount in excess of $200,000 pursuant to Federal Rule of Bankruptcy Procedure 9019. Both Woori and Shinhan have demanded that the settlement amount and other particulars of the Korean Bank Settlement remain confidential and undisclosed pursuant to the terms set forth in the Korean Bank Settlement. Accordingly, Mr. Baena has filed the Settlement Agreement under seal and asked Judge Walsh to hold an in camera hearing to consider approving the settlement. Mr. Baena tells the Court that the Korean Bank Action will be extremely costly and time-consuming to prosecute through trial, including expert fees and translation service costs that would materially reduce any recovery ultimately received by the estate. Although the Litigation Trust's counsel is prosecuting the Korean Bank Action on a contingency basis, the Litigation Trust remains ultimately responsible for the costs of litigation. Moreover, if the Litigation Trust were to pursue the Korean Bank Action, the administration of L&H NV's bankruptcy estate and the recovery to its creditors will be delayed even if the Litigation Trust is successful in the litigation. The Korean Bank Action is not scheduled for trial at this time and it is unlikely to be scheduled before late 2010 at the earliest. Thus, recovery by creditors if the Litigation Trustee is successful will not occur until at least 2011, assuming there are no appeals. "Particularly in view of the favorable terms of the Korean Bank Settlement, the hope for a better result by litigation does not justify the attendant delay or uncertainty," Mr. Baena says, adding that "[t]he Korean Bank Settlement will avoid the delay associated with litigating the Korean Bank Action and will provide resolution of the last remaining claims in these cases paving the way for these cases to be fully administered and closed." Lernout & Hauspie Speech Products and its debtor-affiliates filed for Chapter 11 protection (Bankr. Del. Case No. 00-04398) on November 29, 2000. Judge Wizmur confirmed the Creditors' Committee's Plan of Liquidation for Lernout & Hauspie Speech Products, N.V., on May 29, 2003. Robert J. Dehney, Esq., Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell and Luc A. Despins, Esq., Matthew S. Barr, Esq., and James C. Tecce, Esq., at Milbank, Tweed, Hadley & McCloy LLP represented the Debtors. Ira S. Dizengoff, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP, and Francis A. Monaco, Esq., and Joseph J. Bodnar, Esq., at Monzack and Monaco, represented the software company's Creditors' Committee. Scott Baena, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP, serves as the Litigation Trustee of the Lernout & Hauspie Speech Products N.V. Litigation Trust established under the Debtors' Chapter 11 plan. LIBBEY INC: Dimensional Fund Reports 3.91% Equity Stake ------------------------------------------------------- Dimensional Fund Advisors LP disclosed that as of December 31, 2009, it may be deemed to beneficially own 629,633 shares or roughly 3.91% of the common stock of Libbey Inc. Dimensional Fund Advisors in a regulatory filing said it furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. Dimensional Fund disclaims beneficial ownership of all such securities. Based in Toledo, Ohio, since 1888, Libbey operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Libbey supplies tabletop products to foodservice, retail, industrial and business-to-business customers in over 100 countries. In 2008, Libbey Inc.'s net sales totaled $810.2 million. * * * According to the Troubled Company Reporter on Feb. 1, 2010, Standard & Poor's Ratings Services said that it affirmed its "B" corporate credit rating on Libbey Inc. The outlook is stable. In November 2009, the TCR reported that Standard & Poor's lowered its corporate credit rating on Libbey Inc. to 'SD' (selective default) from 'B'. The issue-level ratings remained on CreditWatch, where S&P had placed them on June 11, 2009, following S&P's concerns about the difficult operating environment facing Libbey, increased leverage, and its ability to improve credit metrics. In January 2010, Libbey's wholly owned subsidiary Libbey Glass Inc. commenced a cash tender offer to purchase its outstanding $306.0 million aggregate principal amount of Floating Rate Senior Secured Notes due 2011. The Tender Offer is scheduled to expire February 22, 2010. Holders who validly tender (and do not validly withdraw) Notes and deliver their Consents at or prior to the Consent Date will receive total consideration of $1,027.50 per $1,000 principal amount of Notes, which includes $30 cash premium per $1,000 if tendered early. LIBBEY INC: Registers 4.8MM Shares for Resale by Merrill Lynch -------------------------------------------------------------- Libbey Inc. filed with the Securities and Exchange Commission Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 to register 4,885,310 shares of Common Stock, par value $0.01 per share, which may be offered for sale from time to time by Merrill Lynch PCG, Inc., as selling stockholder, or by its pledgees, donees, transferees, assignees or other successors-in-interest. Merrill Lynch PCG may sell the shares of common stock in a number of different ways and at varying prices. The proposed maximum offering price per share is $9.50. The proposed maximum aggregate offering price is $46,410,445. Libbey will not receive any of the proceeds from the sale of the shares of common stock sold by Merrill Lynch PCG. Libbey will bear all expenses of the offering of common stock, except that Merrill Lynch PCG will pay any applicable underwriting fees, discounts or commissions and transfer taxes. Libbey's common stock is listed for trading on the NYSE Amex under the symbol "LBY." On February 1, 2010, the closing price of the common stock on the NYSE Amex was $10.03 per share. A full-text copy of the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?519b Based in Toledo, Ohio, since 1888, Libbey operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Libbey supplies tabletop products to foodservice, retail, industrial and business-to-business customers in over 100 countries. In 2008, Libbey Inc.'s net sales totaled $810.2 million. * * * According to the Troubled Company Reporter on Feb. 1, 2010, Standard & Poor's Ratings Services said that it affirmed its "B" corporate credit rating on Libbey Inc. The outlook is stable. In November, the TCR reported that Standard & Poor's lowered its corporate credit rating on Libbey Inc. to 'SD' (selective default) from 'B'. The issue-level ratings remained on CreditWatch, where S&P had placed them on June 11, 2009, following S&P's concerns about the difficult operating environment facing Libbey, increased leverage, and its ability to improve credit metrics. In January 2010, Libbey's wholly owned subsidiary Libbey Glass Inc. commenced a cash tender offer to purchase its outstanding $306.0 million aggregate principal amount of Floating Rate Senior Secured Notes due 2011. The Tender Offer is scheduled to expire February 22, 2010. Holders who validly tender (and do not validly withdraw) Notes and deliver their Consents at or prior to the Consent Date will receive total consideration of $1,027.50 per $1,000 principal amount of Notes, which includes $30 cash premium per $1,000 if tendered early. LITHIUM TECHNOLOGY: YA Global No Longer Holds Shares ---------------------------------------------------- YA Global Investments, L.P., f/k/a/ Cornell Capital Partners, L.P., said it no longer holds shares of Lithium Technology Corporation common stock as of February 8, 2010. YA Global's regulatory filing with the Securities and Exchange Commission did not provide any other details. Based in Plymouth Meeting, Pennsylvania, Lithium Technology Corporation is engaged in continuing contract development and limited volume production, in both the United States and Germany, of large format lithium-ion rechargeable batteries used as power sources in advanced applications in the national security, transportation and stationary power markets. The Company has moved from a development and pilot-line production company to a small production business with its lithium-ion rechargeable batteries. At September 30, 2009, the Company had $10,547,000 in total assets against total current liabilities of $12,691,000, and long term debt of $12,231,000, resulting in stockholders' deficit of $14,375,000. Since inception, the Company has incurred substantial operating losses and expect to incur additional operating losses over the next several years. As of September 30, 2009, the Company had an accumulated deficit of $144,603,000. The Company has financed operations since inception primarily through equity financings, loans from shareholders and other related parties, loans from silent partners and bank borrowings secured by assets. The Company said that its need to raise additional capital to meet working capital needs raises substantial doubt about its ability to continue as a going concern. LRL CITI PROPERTIES: CitiApartments Units File for Bankruptcy ------------------------------------------------------------- Four companies affiliated with CitiApartments, a major San Francisco landlord, and its owners, the Lembi family, filed for chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Calif. Case No. 10-30414): -- LRL Citi Properties I DE, LLC -- Trophy Properties I DE, LLC Affiliate -- Sutter Associates DE, LLC Affiliate -- Hermann Street DE, LLC LRL Citi Properties' principal assets consist of apartment buildings located in San Francisco, California, are: -- 980 Bush Street, San Francisco, CA 94109; -- 665 Eddy Street, San Francisco, CA 94109; -- 725 Ellis Street, San Francisco, CA 94109; -- 701 Fell Street, San Francisco, CA 94102; -- 520 Geary Street, San Francisco, CA 94102; -- 525 Leavenworth Street, San Francisco, CA 94109; -- 535 Leavenworth Street, San Francisco, CA 94109; -- 666 O'Farrell Street, San Francisco, CA 94109; -- 675 O'Farrell Street, San Francisco, CA 94109; -- 930 Post Street, San Francisco, CA 94109; and -- 2656 Van Ness Avenue, San Francisco, CA 94109 Trophy Properties owns these properties: -- 1408 California Street, San Francisco, CA; -- 2 Guerrero Street, San Francisco, CA; -- 400 Page Street, San Francisco, CA Hermann Street owns the property at 15 Hermann Street, San Francisco, CA. Sutter Associates owns the property at 861 Sutter Street, San Francisco, CA. LRL Citi Properties listed $50,000,001 to $100,000,000 in total assets and the same range of total liabilities. M. Elaine Hammond, Esq., at Friedman Dumas & Springwater LLP, in San Francisco, California, represents the Debtors. LRL CITI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: LRL Citi Properties I DE, LLC 2099 Market Street San Francisco, CA 94114 Bankruptcy Case No.: 10-30414 Debtor-affiliate filing separate Chapter 11 petitions: Entity Case No. ------ -------- Trophy Properties I DE, LLC 10-30415 Sutter Associates DE, LLC 10-30416 Hermann Street DE, LLC 10-30413 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtors' Counsel: M. Elaine Hammond, Esq. Friedman, Dumas and Springwater 150 Spear St. #1600 San Francisco, CA 94105 Tel: (415) 834-3800 Email: ehammond@friedumspring.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 LRL Citi Properties I DE, LLC's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb10-30414.pdf A. LRL Citi Properties I DE, LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Luba Schulz Loan $160,000 Labbe Family Trust Loan $100,000 Golden Gate Disposal Utilities $63,177 AICCO Insurance $35,569 PG&E Utilities $26,449 S.F. Water Department Trade $22,601 GMG Janitorial Trade $8,040 Sol Environmental Trade $5,925 Bleyle Elevator Trade $5,629 Corporation Econoquality Janitorial Trade $5,108 Maintenance City & County of San Trade $3,485 Francisco Rancho Grande Appliance Trade $3,353 Mabuhay Builders Loan $2,799 Escape Artists Trade $2,438 Sunset Scavenger Trade $2,341 On-site Contracting Trade $1,880 Clear Skies Pest Trade $1,801 Elimination A-Total Fire Protection Trade $1,730 Co. Metro Locksmiths, Inc. Trade $1,532 Ali Ibrahim Dib Deposit $1,510 TOTAL: --------- $455,365 Hermann Street DE, LLC's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb10-30413.pdf B. Hermann Street DE, LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AICCO Insurance $6,631 Bleyle Elevator Trade $4,520 PG&E Utilities $3,588 Sunset Scavenger Utilities $3,041 S.F. Water Department Utilities $1,501 Superior Plumbing Trade $1,495 Gabriel Gucho Plumbing Trade $1,360 C.R. Reichel Engineering Trade $891 Rancho Grande Appliance Trade $601 RL&F Service Trade $420 Dewey Pest Control Trade $400 One Source Plumbing Trade $229 Econoquality Janitorial Trade $126 Service Maintenance Discount Builders Supply Trade $104 Martin Zaragoza Trade $80 BullsEye Telecom Trade $36 AT&T Trade $36 Cosco Fire Protection Inc. Trade $33 Special Delivery Trade $30 Factual Data Trade $21 TOTAL: ------ $25,143 The petition was signed by Edward Singer, the company's assistant vice-president. LYONDELL CHEMICAL: Unsecured Creditors Balk at BNY Mellon Deal -------------------------------------------------------------- Law360 reports that the unsecured creditors of Lyondell Chemical Co. are objecting to a deal the company reached with the Bank of New York Mellon Corp., saying the settlement improperly binds the company to the proposed reorganization plan. LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGQUIRE PROPERTIES: Agrees to End Lease at Ocean Avenue Project ---------------------------------------------------------------- Maguire Properties L.P. agreed to a termination of its lease of 17,207 square feet of rentable area on the fourth floor at the 1733 Ocean Avenue project in Santa Monica, California owned by Robert F. Maguire III, a former executive officer and director of the Company. The lease was pursuant to an Office Lease dated as of November 15, 2005, and would have otherwise expired in July 2016. Under the lease, the Company paid annual rent totaling approximately $0.7 million, $0.8 million and $1.0 million during the years ended December 31, 2007, 2008 and 2009, respectively, after accounting for priority cash flow participation. The priority cash flow participation is a monthly amount owed by Mr. Maguire to the Company pursuant to a Letter Agreement dated as of November 15, 2005 that effectively decreased the Company's net rent to a level comparable to rates in downtown Los Angeles that went into effect upon lease commencement. Pursuant to a separation agreement effective as of May 17, 2008, Mr. Maguire resigned as the Company's Chief Executive Officer and Chairman of the Board. In June 2008, the Company relocated its corporate offices from 1733 Ocean to downtown Los Angeles, California, and vacated the space at 1733 Ocean. Pursuant to his separation agreement, Mr. Maguire agreed to use his best efforts for a period of 180 days to obtain the necessary consents to terminate the lease and, if such consents were not obtained, to take certain actions to facilitate the Company 's efforts to sublet the space. Mr. Maguire did not obtain the necessary consents within the 180-day period. Prior to the lease termination, the Company's future contractual lease obligations totaled approximately $8.5 million. The Office Lease did not permit an offset against the Company's contractual rent payments in the event that all or part of the priority cash flow participation was not paid by Mr. Maguire to the Company. After pursuing various alternatives with respect to the 1733 Ocean fourth floor space, the Company has agreed with Mr. Maguire to a lease termination effective February 1, 2010. Pursuant to the lease termination, the Company agreed to total consideration of $2,500,000. Those amounts consist of: * An initial termination fee installment of $275,000 to be paid by the Company on or before February 1, 2010; * Additional termination fee monthly installments of $75,000 to be paid by the Company beginning February 1, 2010, and continuing through and including November 1, 2011, with a final payment of $45,000 on December 1, 2011, totaling $1,695,000; and * Amounts owed by Mr. Maguire to the Company pursuant to the participation side letter and for Mr. Maguire 's use of the services of certain Company employees during calendar years 2008 and 2009 totaling $530,000 are deemed satisfied. The Company expects to record a charge of approximately $1.4 million during the three months ending March 31, 2010, in connection with the termination of this lease. No further lease payments are required and the lease termination includes a standard release of claims in favor of the Company as tenant under the lease documents. About Maguire Properties, Inc. Maguire Properties, Inc. (NYSE: MPG) -- http://www.maguireproperties.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. Maguire Properties, Inc. is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. Maguire posted a net loss of $48.58 million on total revenue of $126.32 million for the quarter ended September 30, 2009, from a net loss of $67.75 million on total revenue of $123.86 million for the same period a year ago. The Company posted a net loss of $533.80 million on total revenue of $378.06 million for the nine months ended September 30, 2009, from a net loss of $231.79 million on total revenue of $379.24 million the prior year. At September 30, 2009, Maguire had $4.17 billion in total assets against $4.69 billion in total liabilities. MALUHIA EIGHT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Maluhia Eight, LLC c/o PRM Realty Group, LLC 150 N. Wacker Dr., #1120 Chicago, IL 60606 Bankruptcy Case No.: 10-30986 Chapter 11 Petition Date: February 8, 2010 Debtor-affiliate that filed separate Chapter 11 petition April 1, 2009: Entity Case No. ------ -------- Rangeline Properties, LLC 09-31921 Debtor-affiliates filing separate Chapter 11 petition March 5, 2009: Entity Case No. ------ -------- Morris Radio Enterprises, LLC 09-31416 Debtor-affiliates filing separate Chapter 11 petition March 6, 2009: Entity Case No. ------ -------- PRS II, LLC 09-31436 Debtor-affiliates filing separate Chapter 11 petition November 3, 2009: Entity Case No. ------ -------- Bon Secour Partners, LLC 09-37580 PM Transportation LLC 09-37581 Debtor-affiliates filing separate Chapter 11 petition January 6, 2010: Entity Case No. ------ -------- PRM Realty Group, LLC 10-30241 Debtor-affiliates filing separate Chapter 11 petition January 7, 2010: Entity Case No. ------ -------- PMP II, LLC 10-30252 Debtor-affiliates filing separate Chapter 11 petition January 21, 2010: Entity Case No. ------ -------- Maluhia Development Group, LLC 10-30475 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Gerrit M. Pronske, Esq. Pronske & Patel, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 Email: gpronske@pronskepatel.com Estimated Assets: $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 Peter R. Morris. MARKET STREET: Files Schedules of Assets and Liabilities -------------------------------------------------------- Market Street Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $48,400,000 B. Personal Property $4,004,026 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $22,250,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $4,598,596 ----------- ----------- TOTAL $52,404,026 $26,848,596 Oceanside, New York-based Market Street Properties, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D. La. Case No. 09-14172). Christopher T. Caplinger, Esq., who has an office in New Orleans, Louisiana, 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. MC PRECAST INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: MC Precast, Inc. 75 Newnan South Industrial Drive Newnan, GA 30263 Bankruptcy Case No.: 10-10466 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Newnan) 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: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mahlon C. Rhaney Jr., the company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ABC-Asphalt Block Concrete $51,945 American Express Company $55,000 C.W. Matthews Contracting $139,634 Co., Inc. Coreslab Structures $169,850 (Atlanta), Inc. Crain-Headley Inc. $47,462 Florida Precast $75,962 Industries, Inc. Friedman Dever & $55,711 Merlin LLC General Steel $120,960 Hanson Pipe & $81,934 Precast, Inc. Helser Industries $69,255 HLB Gross Collins, P.C. $89,944 HSNO $61,316 Lafarge Building $163,138 Materials Inc. Martin Marietta $49,501 Materials Skyline Steel, LLC $100,435 Southern Trucking & $128,423 Services The Reinforced Earth $525,310 Company The Spancrete Group, $116,768 Inc. Vulcan Materials Co. $52,332 Westfield Insurance $45,780 Company MCJUNKIN RED: S&P Affirms 'B' Rating on Senior Secured Notes ------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its issue-level rating on McJunkin Red Man Corp.'s senior secured notes, following the announcement that the company increased the size of the issue to $1.05 billion, from $1 billion, through a $50 million add-on offering. The notes are rated 'B' (one notch lower than the corporate credit rating) with a recovery rating of '5', indicating the expectation of modest (10%-30%) recovery in the event of a payment default. The company will use proceeds from the proposed notes to repay amounts outstanding under its $900 million asset-based revolving credit facility due 2013. S&P expects McJunkin to have had about $1.6 billion of debt, adjusted for operating leases and postretirement obligations outstanding, on Dec. 31, 2009. The 'B+' corporate credit rating on McJunkin Red Man Corp. (B+/Negative/--) reflects the highly fragmented and competitive industry in which the company operates, its cyclical end markets, the risk that volatile steel prices could hurt profitability, and relatively slow inventory turnover. The company's geographic and customer diversity, highly variable cost structure, and sufficient liquidity partially offset these weaknesses. MERCER INT'L: Harbinger Capital, et al., Report Equity Stake ------------------------------------------------------------ Harbinger Capital Partners Master Fund I, Ltd.; Harbinger Capital Partners LLC; Credit Distressed Blue Line Master Fund, Ltd.; Harbinger Capital Partners II LP; Harbinger Capital Partners II GP LLC; Harbinger Holdings, LLC; and Philip Falcone disclosed that they may be deemed to beneficially own shares of common stock of Mercer International Inc. as of February 4, 2010: -- Harbinger LLC and Harbinger Holdings may be deemed to be the beneficial owners of 2,228,194 Shares held for the account of the Master Fund. -- HCP II and HCP II GP may be deemed to be the beneficial owners of 1,973,333 Shares held for the account of the Blue Line Fund. This amount consists of Shares that the Harbinger entities may be deemed to own upon the conversion of convertible bonds. -- Mr. Falcone may be deemed to be the beneficial owner of 4,201,527 Shares. This amount consists of: (A) 2,228,194 Shares held for the account of the Master Fund; and (B) 1,973,333 Shares held for the account of the Blue Line Fund which consists of Shares that the Harbinger entities may be deemed to own upon the conversion of convertible bonds. The number of Shares of which each of Harbinger LLC and Harbinger Holdings may be deemed to be the beneficial owner constitutes approximately 6.11% of the total number of Shares outstanding of the Company. The number of Shares of which each of HCP II and HCP II GP may be deemed to be the beneficial owner constitutes approximately 5.14% of the total number of Shares outstanding. The number of Shares of which Mr. Falcone may be deemed to be the beneficial owner constitutes approximately 10.94% of the total number of Shares outstanding. Harbinger LLC serves as the investment manager and investment advisor to the Master Fund. HCP II serves as the investment manager to the Blue Line Fund. HCP II GP serves as the general partner of HCP II. Harbinger Holdings serves as the manager of Harbinger LLC. Mr. Falcone serves as the managing member of HCP II GP and Harbinger Holdings and the portfolio manager of the Master Fund and the Blue Line Fund. In such capacity, Harbinger Holdings and Mr. Falcone may be deemed to have voting and dispositive power over the Shares held for the Master Fund. Mr. Falcone may also be deemed to have voting and dispositive power over the Shares held for the Blue Line Fund. About Mercer International Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) -- http://www.mercerint.com/-- is a global pulp manufacturing company. At September 30, 2009, Mercer had EUR1,085,649,000 in total assets against EUR1,005,232,000 in total liabilities. As of September 30, 2009, the Mercer consolidated group had EUR1,085,649,000 in total assets against EUR1,005,232,000 in total liabilities, resulting in EUR80,417,000 in shareholders' equity. Mercer's unrestricted subsidiaries as of September 30, 2009, had EUR603,065,000 in total assets against EUR721,858,000 in total liabilities, resulting in EUR118,793,000 in shareholders' deficit. * * * As reported by the Troubled Company Reporter on February 2, 2010, Standard & Poor's Ratings Services revised its outlook on Mercer International to positive from negative. S&P affirmed its ratings on the company, including the 'CCC+' corporate credit rating. "The outlook revision reflects S&P's view that Mercer's liquidity has improved as a result of the completion of its recent exchange offer for about $15 million of its remaining $17 million convertible subordinated notes due October 2010 for a like amount of new notes due January 2012," said Standard & Poor's credit analyst Andy Sookram. S&P thinks that the recent debt exchange will provide the company with greater financial flexibility through extended debt maturities and increased liquidity in the near term. Although Mercer's liquidity has improved, S&P is concerned about the sustainability of the recently improved pulp market conditions. Several pulp producers have announced plans to restart production at certain facilities in the near future. If this leads to a supply/demand imbalance, S&P believes there could be some reversal of the price increases S&P has seen in the last several months. Still, S&P currently does not expect selling prices to decline to the levels S&P saw in the first half of 2009, when prices averaged around $660 per ton compared with $840 per ton in 2008, because S&P thinks it is likely that demand for paper and packaging products will be modestly higher in 2010. In addition, S&P believes that the weak U.S. dollar against the euro and the Canadian dollar will continue to partly offset some of the benefits of price increases in the near term. METRO-GOLDWYN-MAYER: Lionsgate Not Serious Contender for Assets --------------------------------------------------------------- New York Post's Peter Lauria reports that Lions Gate Entertainment Corp. intends to submit an "aggressive" offer for The Walt Disney Company's Miramax outfit even as it advances to the second round of bidding for Metro-Goldwyn-Mayer, according to sources inside or close to Lionsgate. According to NY Post, while Lionsgate isn't considered a serious contender for MGM because it lacks the financial wherewithal of richer suitors like Time Warner, it can not only afford Miramax -- even at the rumored $700 million price tag -- but could also have the field to itself as rivals pursue the bigger fish. Sources suggested to NY Post that Lionsgate could initially bid as high as $500 million to $600 million, five times Miramax's roughly $100 million in annual cash flow and about twice its $300 million in revenue, to keep other bidders from snatching the asset out from under it. According to NY Post, based on 2010 estimates, Lionsgate could afford a bid in that range. NY Post relates Cowen & Co. projects annual revenue of $1.5 billion, operating income of $23.4 million, and adjusted EBITDA of $114 million. The company has about $143 million in cash and cash equivalents, a market capitalization of $604 million and total debt of around $520 million. NY Post also notes investor Carl Icahn on Friday increased his stake in Lionsgate to 18%, closely watching its every move. NY Post says a Lionsgate representative did not return calls for comment. Citing The New York Times and The Wall Street Journal, the Troubled Company Reporter on February 2, 2010, reported that Walt Disney has been seeking buyers for its Miramax film unit. Brooks Barnes of The New York Times, citing a mergers and acquisitions expert with knowledge of the process, said Disney has attracted seven to 10 interested bidders. According to New York Times' source, the initial discussions indicate a price of more than $700 million for the Miramax name and its 700-film library. The Wall Street Journal's Ethan Smith said Disney has been gradually dismantling Miramax's filmmaking capacity for some time, laying off staff and executives. In January, Disney closed Miramax's offices and dismissed the majority of its remaining personnel. NY Times said one potential buyer is Summit Entertainment, the privately owned studio that released the two "Twilight" movies. NY Times said Summit does not have a large library and, despite its success, could use the steady if diminishing DVD and television-resale income that comes from one. According to NY Times, analysts estimate that the Miramax library generates more than $300 million in annual DVD and television revenue, but they warn that Disney has never broken out a number. NY Times said a Summit spokesman declined to comment. NY Times also noted Deadline.com, the Hollywood blog, reported last week that Summit was looking at Miramax. NY Times also said Harvey Weinstein and Bob Weinstein, who founded Miramax in 1979, are not among the bidders -- so far. 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. In January 2010, Metro-Goldwyn-Mayer was reported to be considering a prepackaged bankruptcy along with a sale. The Wall Street Journal reported MGM has tapped the restructuring practice at law firm Skadden, Arps, Slate, Meagher & Flom to prepare a possible prepackaged bankruptcy. Lenders have extended a moratorium on interest payments to March 31, allowing more time for negotiations. About Miramax Miramax Films -- http://www.miramax.com/-- is the art- house/independent film division of The Walt Disney Company, and acts as both producer and distributor for its own films or foreign films. Disney acquired Miramax in 1993 from the Weinstein brothers, who continued to oversee the outfit until 2005, when they left to found the Weinstein Company. MGM MIRAGE: Will Release Q4 and FY 2009 Results on February 18 -------------------------------------------------------------- MGM MIRAGE will release its financial results for the fourth quarter and full year 2009 before the market opens on February 18, 2010. The company will host a conference call at 11:00 a.m. Eastern Standard Time which will include a brief discussion of these results followed by a question and answer period. The call will be accessible via the Internet through http://www.mgmmirage.com/and http://www.companyboardroom.com/or by calling 1-800-526-8531 for Domestic callers and 1-706-758-3659 for International callers. The conference call ID # is 55603540. A replay of the call will be available through February 25, 2010. The replay may be accessed by dialing 1-800-642-1687 or 1-706-645- 9291. The replay access code is 55603540. The call will also be archived at http://www.mgmmirage.com/and at http://www.companyboardroom.com/ Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on September 22, 2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of Default Rating. Moody's also assigned a Caa2 rating to the company's new $475 million 11.375% senior unsecured notes due 2018. Moody's also affirmed MGM's SGL-4 Speculative Grade Liquidity rating. The rating outlook is negative. As reported by the TCR on September 24, 2009, Fitch Ratings has assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375% unsecured notes due 2018. The notes were priced at a 97.396% discount to yield 11.875%. The net proceeds will be used to reduce credit facility borrowings, and also for general corporate purposes. The offering attempts to chip away at the company's most significant credit hurdle: the maturity of its $5.8 billion credit facility in 2011, which had $4.1 billion outstanding as of June 30, 2009. MGM MIRAGE: Moody's Reviews 'Caa2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service placed MGM MIRAGE's ratings on review for possible upgrade, including its Caa2 Corporate Family Rating and Caa3 Probability of Default Rating. MGM has an SGL-4 Speculative Grade Liquidity rating. The review for possible upgrade reflects MGM's announcement that the company is seeking amendments to its aggregate $5.55 billion of senior credit facilities which would extend the maturity of a substantial portion of those credit facilities from October 3, 2011, to February 21, 2014. "The successful closing of the amendment as proposed would be a positive step forward for MGM with respect to near-term financial flexibility as well as its longer-term ability to remain viable as a going concern," stated Peggy Holloway, Moody's Vice President. In addition to extending the maturities of a majority of MGM's senior credit facilities, the proposed amendment would also would permit the company to issue additional secured indebtedness. Future issuance of additional secured debt, if used to refinance near term maturities, could further relax MGM's debt maturity profile. However, it would not impact the company's leverage. As a result, the degree of any upgrade would likely be modest given the company's high leverage, challenging operating environment, ramp up and potential guaranty funding for CityCenter, and its ability to close condominium sales at CityCenter. Moody's review will focus on key factors that will impact the company's near-term and longer-term financial profile. These include the specific terms of the amendment, the challenging operating environment in Las Vegas, the potential sale of the company's interest in the Borgata, and possible Macau IPO. Ratings placed on review for possible upgrade (assessments subject to change): MGM MIRAGE * Corporate Family Rating at Caa2 * Probability of Default Rating at Caa3 * Senior unsecured notes at Caa2 (LGD 3, 40%) * Senior subordinated at Ca (LGD 5, 85%) * Senior secured notes at B1 (LGD 1, 2%) Mandalay Resort Group * Senior unsecured notes at Caa2 (LGD 3, 40%) * Senior subordinated at Ca (LGD 5, 85%) The last rating action for MGM occurred on September 18, 2009, when Moody's affirmed the company's ratings and assigned a B1 rating to its new $475 million senior unsecured notes. MGM MIRAGE owns and operates casino and hotel properties throughout the US. The company also has a 50% interest in CityCenter Holdings, Inc., a mixed-use project on the Las Vegas Strip and a 50% interest in MGM Grand Macau, a hotel-casino resort in Macau S.A.R. MGM generates approximately $6.2 billion of net revenue annually. MIRAMAX FILMS: Lionsgate to Submit "Aggressive" Offer ----------------------------------------------------- New York Post's Peter Lauria reports that Lions Gate Entertainment Corp. intends to submit an "aggressive" offer for The Walt Disney Company's Miramax outfit even as it advances to the second round of bidding for Metro-Goldwyn-Mayer, according to sources inside or close to Lionsgate. According to NY Post, while Lionsgate isn't considered a serious contender for MGM because it lacks the financial wherewithal of richer suitors like Time Warner, it can not only afford Miramax -- even at the rumored $700 million price tag -- but could also have the field to itself as rivals pursue the bigger fish. Sources suggested to NY Post that Lionsgate could initially bid as high as $500 million to $600 million, five times Miramax's roughly $100 million in annual cash flow and about twice its $300 million in revenue, to keep other bidders from snatching the asset out from under it. According to NY Post, based on 2010 estimates, Lionsgate could afford a bid in that range. NY Post relates Cowen & Co. projects annual revenue of $1.5 billion, operating income of $23.4 million, and adjusted EBITDA of $114 million. The company has about $143 million in cash and cash equivalents, a market capitalization of $604 million and total debt of around $520 million. NY Post also notes investor Carl Icahn on Friday increased his stake in Lionsgate to 18%, closely watching its every move. NY Post says a Lionsgate representative did not return calls for comment. Citing The New York Times and The Wall Street Journal, the Troubled Company Reporter on February 2, 2010, reported that Walt Disney has been seeking buyers for its Miramax film unit. Brooks Barnes of The New York Times, citing a mergers and acquisitions expert with knowledge of the process, said Disney has attracted seven to 10 interested bidders. According to New York Times' source, the initial discussions indicate a price of more than $700 million for the Miramax name and its 700-film library. The Wall Street Journal's Ethan Smith said Disney has been gradually dismantling Miramax's filmmaking capacity for some time, laying off staff and executives. In January, Disney closed Miramax's offices and dismissed the majority of its remaining personnel. NY Times said one potential buyer is Summit Entertainment, the privately owned studio that released the two "Twilight" movies. NY Times said Summit does not have a large library and, despite its success, could use the steady if diminishing DVD and television-resale income that comes from one. According to NY Times, analysts estimate that the Miramax library generates more than $300 million in annual DVD and television revenue, but they warn that Disney has never broken out a number. NY Times said a Summit spokesman declined to comment. NY Times also noted Deadline.com, the Hollywood blog, reported last week that Summit was looking at Miramax. NY Times also said Harvey Weinstein and Bob Weinstein, who founded Miramax in 1979, are not among the bidders -- so far. 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. In January 2010, Metro-Goldwyn-Mayer was reported to be considering a prepackaged bankruptcy along with a sale. The Wall Street Journal reported MGM has tapped the restructuring practice at law firm Skadden, Arps, Slate, Meagher & Flom to prepare a possible prepackaged bankruptcy. Lenders have extended a moratorium on interest payments to March 31, allowing more time for negotiations. About Miramax Miramax Films -- http://www.miramax.com/-- is the art- house/independent film division of The Walt Disney Company, and acts as both producer and distributor for its own films or foreign films. Disney acquired Miramax in 1993 from the Weinstein brothers, who continued to oversee the outfit until 2005, when they left to found the Weinstein Company. MISCOR GROUP: Sells 2 Units; Provides Update on Restructuring Plan ------------------------------------------------------------------ MISCOR Group, Ltd., on Tuesday announced the sale of its Martell Electric, LLC and Ideal Consolidated, Inc. business units. MISCOR also provided an update regarding its previously announced restructuring plan. Upon completion of the plan, MISCOR's remaining subsidiaries will be aligned with the Company's refocused business strategy, which includes an emphasis on maintenance, repair, remanufacturing and manufacturing of mechanical and electrical equipment for customers in the industrial and utility industries. The two business units, part of the Company's Construction Services segment, were sold for $3.5 million to John Martell, President and CEO of MISCOR and his wife Bonnie Martell. The consideration for the transaction comprised $750,000 in cash and a reduction by $2,750,000 of a $3 million note that was owed to Mr. Martell by MISCOR. The financial terms of the transaction, which closed on February 3, were supported by an independent fairness opinion provided to the Company's Board of Directors by Western Reserve Partners, LLC of Cleveland. Going forward, Mr. Martell will remain in his role of President of the two divested companies, and in the interim, will also remain with MISCOR to assist the Company in completing its transition to a new CEO. MISCOR is beginning the search process for a new CEO, and once the process is complete, Mr. Martell will step down as CEO but maintain an active role in the Company as non-executive Chairman of the Board. To further support the Company's focus on the industrial services segment, MISCOR also announced the planned relocation of its headquarters from South Bend, Indiana, to Massillon, Ohio, the main location of Magnetech Industrial Services, Inc. MISCOR continues to work with Western Reserve and interested parties to develop a solution for the divestiture of the rail segment of its business. MISCOR has reached an agreement with its lender, Wells Fargo Bank, regarding an amendment to its current credit facility. Wells Fargo continues to be supportive of the Company's restructuring plan and other potential strategic initiatives intended to reduce MISCOR's indebtedness through asset sales, divestitures and other alternatives. As reported by the Troubled Company Reporter, the Company on December 21, completed the sale of its AMP-Montreal business unit, one of its businesses in the Rail Service Segment. AMP was sold to Novatech, Inc. of Montreal for $1.5 million, including $1.1 million in cash and a note for $400,000 to be paid over three years. "The initiatives [] are a testament to the continued progress we've made to ensure that MISCOR remains positioned and appropriately structured to achieve sustainable long-term growth and profitability," said John A. Martell, President and CEO of MISCOR Group. "Given the ongoing challenges in the macroeconomic environment, we must remain focused on the effective execution of our restructuring plan, which is designed to reduce our operating costs, better align our management team and focus our efforts on MISCOR's core industrial and utility services business." About MISCOR South Bend, Indiana-based MISCOR Group, Ltd. (OTC BB: MIGL) currently provides electrical and mechanical solutions to industrial, commercial and institutional customers through two segments: Industrial Services, consisting of the Company's maintenance and repair services to several industries, including electric motor and wind power, and repairing, manufacturing, and remanufacturing industrial lifting magnets for the steel and scrap industries; and Rail services, consisting of the Company's manufacturing and rebuilding of power assemblies, engine parts, and other components related to large diesel engines and its locomotive maintenance, remanufacturing, and repair services for the rail industry. MISCOR GROUP: Must Raise at Least $1-MM by February 19 ------------------------------------------------------ MISCOR Group, Ltd., has reached an agreement with its lender, Wells Fargo Bank, regarding an amendment to its current credit facility. MISCOR Group, Ltd. -- along with affiliates Ideal Consolidated, Inc., Martell Electric, LLC, Magnetech Industrial Services, Inc., HK Engine Components, LLC, Magnetech Power Services, LLC, 3-D Service, Ltd., and American Motive Power, Inc. -- and Wells Fargo Business Credit, a division of Wells Fargo Bank, National Association, are parties to a Credit and Security Agreement dated January 14, 2008, as amended. The Company previously notified Wells Fargo of its intent to complete the sale of its Construction and Engineering Services business, consisting of Ideal and Martell Electric, to the Company's President and CEO, John A. Martell, and his wife, Bonnie. On January 14, 2010, the Borrowers and Wells Fargo executed a Sixth Amendment to the Credit Agreement under which Wells Fargo consented to the CES Sale and the parties made certain changes to the Credit Agreement. Because the terms of the CES Sale had changed since the date of Wells Fargo's consent, Wells Fargo and the Borrowers executed a letter agreement dated February 3, 2010, under which Wells Fargo revised the terms of its consent to the CES Sale set forth in the Sixth Amendment. Also in the Letter Agreement, Wells Fargo extended the date by which the Company must raise at least $1,000,000 of additional capital, whether in the form of additional subordinated debt, proceeds of further asset sales approved by the Wells Fargo or cash equity contributions, to February 19, 2010. In connection with the CES Sale and as partial consideration for the purchase price payable in the CES Sale, the Lender agrees that not more than $2,750,000 of currently outstanding subordinated debt of the Borrowers owing to Mr. Martell may be forgiven and a new note will be issued to Mr. Martell for the remaining subordinated debt, which Note may also include any other indebtedness due Mr. Martell by the Borrowers, and which Note may be secured by a blanket security interest. Going Concern Doubt MISCOR disclosed in a regulatory filing in November that it was required by Wells Fargo to raise $2,000,000 in additional capital through subordinated debt, asset sales, or additional cash equity. As reported by the Troubled Company Reporter, the Company on December 21, completed the sale of its AMP-Montreal business unit, one of its businesses in the Rail Service Segment. AMP was sold to Novatech, Inc. of Montreal for $1.5 million, including $1.1 million in cash and a note for $400,000 to be paid over three years. MISCOR said if Wells Fargo demands immediate repayment of the Company's outstanding borrowings under the bank credit facilities, the Company does not currently have means to repay or refinance the amounts that would be due. If Wells Fargo were to exercise its remedies and foreclose on the Company's assets, there would be substantial doubt about the Company's ability to continue as a going concern. About MISCOR South Bend, Indiana-based MISCOR Group, Ltd. (OTC BB: MIGL) currently provides electrical and mechanical solutions to industrial, commercial and institutional customers through two segments: Industrial Services, consisting of the Company's maintenance and repair services to several industries, including electric motor and wind power, and repairing, manufacturing, and remanufacturing industrial lifting magnets for the steel and scrap industries; and Rail services, consisting of the Company's manufacturing and rebuilding of power assemblies, engine parts, and other components related to large diesel engines and its locomotive maintenance, remanufacturing, and repair services for the rail industry. At October 4, 2009, the Company's consolidated balance sheets showed total assets of $60.8 million, total liabilities of $28.9 million, and stockholders' equity of $31.9 million. MONACO COACH: Dimensional Fund, Franklin Resources Report Stake --------------------------------------------------------------- Dimensional Fund Advisors LP disclosed that as of December 31, 2009, it may be deemed to beneficially own 5,500 shares or roughly 0.02% of the common stock of Monaco Coach Corp., now known as MNC Corporation. Dimensional Fund Advisors in a regulatory filing said it furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. Dimensional Fund disclaims beneficial ownership of all such securities. Franklin Resources, Inc.; Charles B. Johnson; and Rupert H. Johnson, Jr., disclosed that as of December 31, 2009, they no longer hold shares of MNC Corp. Charles B. Johnson and Rupert H. Johnson, Jr., each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. As reported by the Troubled Company Reporter on July 7, 2009, the U.S. Bankruptcy Court for the District of Delaware converted Monaco's Chapter 11 bankruptcy cases to proceedings under Chapter 7 of the Bankruptcy Code. The Debtor lost access to cash collateral securing its obligations to its lenders. The Debtor said it no longer has the ability to satisfy administrative expenses that will be incurred in continuing Chapter 11 cases. Monaco Coach, now known as MCC, closed sales of its luxury motorhome resort and core manufacturing assets on June 4, 2009. As reported by the TCR on June 15, 2009, Navistar International Corporation, through its wholly owned subsidiary Workhorse International Holding Company, completed the acquisition of certain assets of Monaco Coach for $45 million. Navistar funded the purchase price with cash on hand. Under the terms of the asset purchase agreement, Navistar acquired five manufacturing facilities, intellectual property and trademarks and certain inventory. About Monaco Coach Monaco Coach Corporation, a national manufacturer of motorized and towable recreational vehicles, is ranked as the number one producer of diesel-powered motorhomes. Headquartered in Coburg, Oregon, with manufacturing facilities in Oregon and Indiana, the Company offers a variety of RVs, from entry-level priced towables to custom-made luxury models under the Monaco, Holiday Rambler, Safari, Beaver, McKenzie, and R-Vision brand names. The Company operates motorhome-only resorts in California, Florida, Nevada and Michigan. Monaco Coach is listed on the Pink Sheets under the symbol "MCOAQ". As of September 27, 2008, the Company had $442.1 million in total assets and $208.8 million in total liabilities. Monaco Coach Corporation and its affiliates filed for Chapter 11 on March 5 (Bankr. D. Del., Lead Case No. 09-10750). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' counsel. Dennis A. Meloro, Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq., at Greenberg Traurig, LLP, represent the official committee of unsecured creditors. Omni Management Group LLC serves as the Debtors' claims, balloting, noticing and administrative agent. MORRIS PUBLISHING: Files Prepackaged Joint Plan of Reorganization ----------------------------------------------------------------- Morris Publishing Group, LLC, et al., have filed with the U.S. Bankruptcy Court for the Southern District of Georgia a prepackaged joint plan of reorganization and disclosure statement. Morris Publishing, which had earlier contemplated on an out-of- court debt-exchange, says the prepackaged plan, if successful, will reduce the amount of our outstanding debt. Specifically, upon the completion of the restructuring, the principal amount of our indebtedness will be reduced from approximately $415.8 million as of November 30, 2009 to approximately $126.6 million immediately after the closing of the Restructuring, consisting of $26.6 million in principal amount of term loans and $100 million of new notes. Each holder of the Administrative Claim will be paid in full in cash the unpaid portion of the allowed claim in full and final satisfaction of the claim. In full and final satisfaction, settlement, release, and discharge of and in exchange for each Priority Tax Claim, each holder of the claim will be paid in full in cash the unpaid portion of the allowed claim in accordance with applicable non-bankruptcy law or otherwise in the ordinary course of business. Holders of Class 1 - Other Priority Claims and Class 7 - General Unsecured Claims will be paid in full in cash. Class 2 - Tranche A Term Loan Claims, Class 3 - Tranche B Term Loan Claims, and Class 5 - Other Secured Claims will be reinstated and rendered unimpaired. Class 4 - Tranche C Term Loan Claims will be allowed and deemed to be allowed claims in the cumulative amount of $110,000,000.00 plus interest and fees due and owing under the Credit Agreement, which Allowed Claims will not be subject to any avoidance, reductions, setoff, recharacterization, subordination, offset, counterclaims, cross-claims, defenses, disallowance, impairment, objection or any other challenges under applicable law by any Entity. Each holder of the Tranche C Term Loan Claim will receive on the Effective Date, pursuant to the terms of the Escrow Agreement, which is expressly incorporated herein and made a part of this Plan, as applicable, (a) cancellation of Intercompany Debt, (b) a promissory note from MPG Newspapers or (c) an increase in the equity of MPG Newspapers in Morris Publishing Group through the capital contribution contemplated by the Escrow Agreement. Class 6 - Senior Notes Claims will be deemed to be Allowed Claims in the aggregate amount of (i) $278,478,000.00 plus (ii) all accrued and unpaid interest at the nondefault contract rate and fees due and owing under the Senior Notes and Senior Notes Indenture as of the Effective Date, plus (iii) all other Obligations, which Allowed Claims won't be subject to any avoidance, reductions, setoff, recharacterization, subordination, offset, counterclaims, cross-claims, defenses, disallowance, impairment, objection or any other challenges under applicable law by any entity. Each Holder of the Senior Notes Claim will receive on or as soon as reasonably practicable after the Effective Date its Pro Rata share of 100% of the New Notes. The payment of the Ad Hoc Committee Advisors Claims will be in addition to, and will not reduce amounts distributable. Class 8 - Intercompany Claims will be (a) reinstated and rendered unimpaired at an aggregate cap of $500,000 and/or (b) satisfied in accordance with the terms of the Restructuring Support Agreement and Escrow Agreement. Class 9 - Interests in the Debtors won't receive any distribution, Interests in the Debtors and will not be cancelled. Holders of Class 1 - Other Priority Claims, Class 7 - General Unsecured Claims, Class 2 - Tranche A Term Loan Claims, Class 3 - Tranche B Term Loan Claims, Class 4 - Tranche C Term Loan Claims, Class 5 - Other Secured Claims, Class 7 - General Unsecured Claims, Class 8 - Intercompany Claims, and Class 9 - Interests in the Debtors are not entitled to vote on the Plan. Holders of Class 6 - Senior Notes Claims are entitled to vote on the Plan. The hearing to consider the adequacy of the Disclosure Statement, any objections to the Disclosure Statement, confirmation of the Plan, any objections thereto, and any other matter that may properly come before the Court will be held on February 17, 2010, at 9:00 a.m. (prevailing Eastern Time). Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/MORRIS_PUBLISHING_ch11plan.pdf http://bankrupt.com/misc/MORRIS_PUBLISHING_ds.pdf About Morris Publishing Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a privately held media company based in Augusta, Georgia. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. The petition says assets and debts are $100 million to $500 million. The Company filed for Chapter 11 bankruptcy protection on January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134). James T. Wilson, Jr., Esq., who has an office in Augusta, GA, is the Debtor's co-counsel. Lazard Ltd. is the Debtor's financial advisor, while Kurtzman Carson Consultants is its claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Athens Newspapers, LLC, et al. -- filed separate Chapter 11 petitions. MOVIE GALLERY: Seeks April 5 Extension for Schedules & Statements ----------------------------------------------------------------- Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure, Movie Gallery Inc. and its units are required to file their (i) schedules of assets and liabilities, and (iii) statements of financial affairs within 15 days after the Petition Date. Pursuant to Rule 1007(a)(3) of the Federal rules of Bankruptcy Procedure, the Debtors are required to file the Schedules and Statements within 14 days after the Petition Date. In view of these, the Debtors sought and obtained the Court's approval to extend for another 45 days, the time within which they are required to file their Schedules and Statements, to April 5, 2010. Additionally, the Debtors sought and obtained the court's authority to allow the United States Trustee to schedule the meeting with creditors under Section 341 of the Bankruptcy Code more than 40 days after the Petition Date. Rule 2003 of the Federal Rules of Bankruptcy Procedure provides that in a chapter 11 case the United States Trustee must call a meeting of creditors to be held no fewer than 21 and no more than 40 days after the Petition Date. According to Michael A. Condyles, Esq., at Kutak Rock LLP, in Richmond, Virginia, an extension of time to file the Statements and Schedules is necessary because of the size and complexity of the Debtors' operations and more time will be required to compile the information to complete the Statements and Schedules. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MUELLER WATER: Moody's Affirms Corporate Family Rating at 'B2' -------------------------------------------------------------- Moody's Investors Service affirmed several ratings of Mueller Water Products, Inc., including its corporate family rating of B2, its probability of default rating of B2, and its speculative grade liquidity rating of SGL-3. At the same time, Moody's raised the rating on its senior secured credit facility to Ba3 from B1, and the rating on its senior subordinated notes to B3 from Caa1. The outlook remains stable. The rating changes to Mueller's senior secured credit facility and senior subordinated notes were made in accordance with Moody's loss-given-default framework. Since December 31, 2008, the company has reduced the size of its revolver to $200 million from $300 million, and paid down approximately $392 million of secured debt with free cash flow and a fourth quarter equity issuance. The reduced amount of secured debt and the revised mix of secured and unsecured debt led to more favorable notching for both Mueller's senior secured credit facility and senior subordinated notes, under LGD guidelines. The B2 corporate family rating reflects Moody's expectation that Mueller's credit metrics will remain weak in 2010 due to continued weakness in each of the company's key end markets: residential construction, non-residential construction, and municipal water infrastructure. More specifically, while Moody's expects a modest increase in municipal water infrasturucture spending to benefit the company, its revenues from residential contruction will likely lag any recovery in housing starts. In addition, Moody's anticipate that non-residential contruction spending may decrease by greater than 15% in 2010. Finally, while covenant amendments and significant debt reductions in 2009 have given Mueller a comfortable amount of headroom under its financial covenants, if sales and margins do not begin to expand in the latter half of 2010 and into 2011, covenant compliance may be challenging. At the same time, the ratings acknowledge Mueller's strong, defensible market position, with barriers to entry afforded by a substantial installed base of diverse products and strong relationships with key suppliers. The ratings are also supported by the favorable long-term outlook for municipal water infrastructure spending. In addition, while conditions remain weak in residential construction, Moody's expects to see double digit increases in housing starts in 2010 and 2011, which should benefit Mueller. Lastly, Mueller's large cash position, positive free cash flow generation, and $200 million unused revolver support the company's B2 corporate family rating. Mueller's stable outlook reflects Moody's expectation that the company will continue to generate positive free cash flow to preserve its current liquidity position and maintain capital structure discipline. These rating actions were taken: * Corporate Family Rating, affirmed at B2; * Probability of Default Rating, affirmed at B2; * Senior Secured Bank Credit Facility due 2012, raised to Ba3 (LGD2, 23%) from B1; * Senior Secured Term Loan due 2012, raised to Ba3 (LGD2, 23%) from B1; * Senior Secured Term Loan due 2014, raised to Ba3 (LGD2, 23%) from B1; * Senior Subordinated Notes due 2017, raised to B3 (LGD5, 76%); * Speculative grade liquidity rating, affirmed at SGL-3; * Outlook remains stable. Moody's last rating action for Mueller occurred on February 26, 2009, when the company's corporate family rating was lowered to B2 from B1. Headquartered in Atlanta, Georgia, Mueller Water Products, Inc., is a North American manufacturer and supplier of water infrastructure and flow control products for use in water distribution networks, water and wastewater treatment facilities, and gas distribution and piping systems. NEW ORIENTAL: Posts $3.17-Mil. Net Loss in September 30 Quarter --------------------------------------------------------------- New Oriental Energy & Chemical Corp. and subsidiaries reported a net loss of $3,173,415 for the three months ended September 30, 2009, an increase of $2,582,969, or 437.46%, as compared to a net loss of $590,446 for the three months ended September 30, 2008. Revenues for the three months ended September 30, 2009, were $7,553,115, which represented a decrease of 47.04% from the same period in the prior year. The Company reported a net loss of $6,324,929 for the six months ended September 30, 2009, compared to net income of $246,123 for the six months ended September 30, 2008. Revenues for the six months ended September 30, 2009, were $15,937,433, which represented a decrease of 47.07% from the same period in the prior year. Balance Sheet At September 30, 2009, the Company's consolidated balance sheets showed total assets of $61,286,830, total liabilities of $53,585,749, and total stockholders' equity of $7,701,081. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $11,889,784 in total current assets available to pay $49,405,854 in total current liabilities. 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?5149 Going Concern The Company had a net loss of $6,324,929 for the six months ended September 30, 2009, and has a working capital deficit of $37,516,070 at September 30, 2009. The Company will need to obtain additional financing to continue operations beyond 2009. Its primary source of capital is cash generated from operations as well as through loans. If the Company is unable to obtain additional financing, it will not be able to sustain its operations and would likely be required to cease its operations. "These matters raise substantial doubt about the Company's ability to continue as a going concern." Management recognizes that the Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to allow the Company to continue the development of its business plans and satisfy its current and long-term obligations on a timely basis. The Company believes that it will be able to complete the necessary steps in order to meet its cash requirements for the next twelve months. The major shareholder has committed to provide financial assistance of RMB50 to RMB80 million (approximately $7.3 million to $11.7 million) over the next few years, if necessary. On October 23, 2009, the Company obtained a short-term bank loan for RMB3.9 million (approximately $570,000 with an interest rate of 10.62% per annum from Rural Credit Cooperatives, which is due on October 15, 2010. The Company's construction in progress is pledged as collateral for the short-term bank loan. About New Oriental New Oriental Energy & Chemical Corp. (NASDAQ: NOEC - News) -- http://www.neworientalenergy.com/-- is an emerging coal-based alternative fuels and specialty chemical manufacturer based in Henan Province, in The Peoples's Republic of China. The Company's core products are urea and other coal-based chemicals primarily utilized as fertilizers. All of the Company's sales are made through a network of distribution partners in the PRC. NEWPAGE CORP: Inks Amended Credit & Guaranty Deal With Lenders -------------------------------------------------------------- NewPage Corporation and NewPage Holding Corporation entered into an amendment to their existing amended Revolving Credit and Guaranty Agreement, by and among the Company, NewPage Holding, certain subsidiaries of the Company, Goldman Sachs Credit Partners L.P., as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, and the other parties thereto. The Revolver was amended to permit the incurrence of additional first-lien debt, to allow for the sale of certain non-core assets in addition to the existing basket, to permit the repurchase of Parity Lien Debt subject to a Consolidated Liquidity threshold, and to include certain transaction costs in the definition of Consolidated Adjusted EBITDA, as more fully set forth in the Revolver Amendment. A full-text copy of the second amended to revolving credit and guaranty agreement is available for free at: http://ResearchArchives.com/t/s?50d1 About NewPage Corporation Headquartered in Miamisburg, Ohio, NewPage Corporation -- http://www.NewPageCorp.com/-- is the largest coated paper manufacturer in North America, based on production capacity, with $4.4 billion in net sales for the year ended December 31, 2008. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of approximately 4.4 million tons of paper, including approximately 3.2 million tons of coated paper, approximately 1.0 million tons of uncoated paper and approximately 200,000 tons of specialty paper. As of June 30, 2009, NewPage Holding had $4.141 billion in total assets; and total current liabilities of $475 million, long-term debt of $3.145 billion, and other long-term obligations of $618 million; resulting in $97 million total deficit. As of June 30, 2009, NewPage Corp. had $4.140 billion in total assets; and total current liabilities of $475 million, long-term debt of $2.953 billion, and other long-term obligations of $618 million; resulting in $94 million total deficit. As reported by the Troubled Company Reporter on October 7, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on NewPage Corp. to 'CCC+' from 'SD' (selective default). The outlook is negative. S&P raised the issue-level rating on the company's second-lien floating- and fixed-rate notes due 2012 to 'CCC-' (two notches below the corporate credit rating) from 'D'. The recovery rating on these notes remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. S&P also raised the issue-level rating on the company's subordinated notes to 'CCC-' from 'CC'. The recovery rating is unchanged at '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. NORTEL NETWORKS: $217,700 in Claims Change Hands in 3 Weeks ----------------------------------------------------------- The Office of the Clerk of the Bankruptcy Court recorded seven notices of transfers of claims, aggregating $217,787, in Nortel Networks' Chapter 11 cases for the period from January 7 to 28, 2010. They are: Claim Claim Transferee Transferor Number Amount ---------- ---------- ------ ---------- Corre Opportunities Mindwave Research Inc. 724 $42,760 Fund L.P. Corre Opportunities Sasken Communication 2793 $25,800 Fund L.P. Corre Opportunities PGT Photonics North -- $110,403 Fund L.P. Corre Opportunities America Inc. Fund L.P. ASM Capital L.P. Telogy Inc. 904 $2,805 ASM Capital L.P. KeyTech USA 1821 $8,015 ASM Capital L.P. Accessible Systems Inc. 213 $20,803 ASM Capital L.P. EuroData -- $138,373 Argo Partners Atlanta Symphony Orchestra -- $7,200 About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Employees Claims Deadline Extended to April 23 --------------------------------------------------------------- The Ontario Superior Court of Justice gave former Nortel employees until April 23, 2010, to file their applications for payment of claims against Nortel Networks Corporation and its four Canadian affiliates. Former Nortel employees who are in financial constraints due to illness and ineligibility for pension or employment insurance benefits are entitled to apply for immediate payments of their claims. The payments are considered advances against future distributions under a plan of compromise or arrangement based on the claims of the Former Employees. A mechanism for immediate payments of those claims was approved by the Canadian Court on July 30, 2009. Ernst & Young Inc., the firm appointed to monitor the assets of NNC and its affiliates, disclosed in its 35th monitor report that there remains $669,182 of the $750,000 that was made available for payment of claims pursuant to the July 30 order. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Revolver Agreements Extended to Dec. 31 -------------------------------------------------------- Nortel networks Corporation and its four Canadian affiliates sought and obtained an order from the Ontario Superior Court of Justice, extending the terms of their revolving loan agreement through December 31, 2010. The Revolving Loan Agreement was reached among Nortel Networks Ltd., Nortel Networks Technology Corp. and U.S.-based Nortel Networks Inc. The Agreement, which provided for a post-filing revolving loan facility, authorizes NNI to loan up to $200 million to NNL. As of December 31, 2009, about $75 million is outstanding under the Loan Facility. NORTEL NETWORKS: Supplier Pact Extended Until March 31 ------------------------------------------------------ Nortel Networks Corporation and its four Canadian affiliates sought and obtained an order from the Ontario Superior Court of Justice for the extension of the terms of their Group Supplier Protocol Agreement through March 31, 2010. The GSPA dated January 14, 2009, was signed by NNC and the administrator of its units in Europe, Middle East and Africa so that the parties could continue their intercompany trade while they work on hammering out a long-term group supplier protocol agreement. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Enters Into Settlement with Former Workers ----------------------------------------------------------- Nortel Networks Corporation disclosed that it, Nortel Networks Limited and their Canadian subsidiaries that have filed for creditor protection under CCAA (collectively, Nortel), have reached an agreement on certain employment related matters regarding former Canadian Nortel employees, including Nortel's Canadian registered pension plans and benefits for Canadian pensioners and Nortel employees on long term disability (LTD). Nortel entered into a Settlement Agreement with court-appointed representatives of its Canadian former employees, pensioners and LTD beneficiaries, the court-appointed representative counsel to such parties, Koskie Minsky LLP, the CAW Canada and Nortel's court-appointed Monitor. The Settlement Agreement is subject to, among other things, the approval of the Ontario Superior Court of Justice. The Settlement Agreement provides that Nortel will continue to administer the Nortel Networks Negotiated Pension Plan and the Nortel Networks Limited Managerial and Non-Negotiated Pension Plan until September 30, 2010, at which point these pension plans will be transitioned, in accordance with the Ontario Pension Benefits Act, to a new administrator appointed by the Superintendent of Financial Services. Nortel and the Monitor will take all reasonable steps to complete the transfer of the administration of the pension plans to the new administrator. Nortel will continue to fund these pension plans consistent with the current service and special payments it has been making during the course of the CCAA proceedings through March 31, 2010, and thereafter will make current service payments until September 30, 2010. For the remainder of 2010, Nortel will continue to pay medical and dental benefits to Nortel pensioners and survivors and Nortel LTD beneficiaries in accordance with the current benefit plan terms and conditions. Life insurance benefits will continue unchanged until December 31, 2010 and will continue to be funded consistent with 2009 funding. Further, Nortel will pay income benefits to the LTD beneficiaries and to those receiving survivor income benefits and survivor transition benefits through December 31, 2010, which payments will be made directly by Nortel. The employment of the LTD beneficiaries will terminate on December 31, 2010. The parties have agreed to work toward a court-approved distribution, in 2010, of the assets of Nortel's Health and Welfare Trust, the vehicle through which Nortel generally has historically funded these benefits, with the exception noted above. The Settlement Agreement also provides that Nortel will establish a fund of CDN$4.2 million for termination payments of up to CDN$3,000 per employee to be made to eligible terminated employees as an advance against their claims under CCAA. "We are pleased to have come to a resolution on these important matters," said David Richardson, Chairman, Nortel. "We understand the need to provide clarity to former employees as well as several months of certainty that will allow beneficiaries to make alternate plans. The Board of Directors and Nortel's management team have been working diligently with its advisors and stakeholders to reach an agreement that is as fair as possible in the circumstances, and that will result in almost two years of medical, dental and LTD coverage, an unusually lengthy period of time for companies under CCAA. It is expected that in aggregate, for the period from filing for creditor protection until the respective end dates announced today, Nortel will pay approximately CDN$100 million to the pension plans and towards benefits". Under the Settlement Agreement, any claim made by any party in relation to the matters settled under the agreement will rank as ordinary unsecured claims under the CCAA proceedings. A charge in the maximum amount of CDN$57 million on Nortel's assets will be established to secure the payments to be made by Nortel under the Settlement Agreement, which amount shall be reduced by the amount of payments made. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Enters Into Settlement with Former Workers ----------------------------------------------------------- Nortel Networks Corporation disclosed that it, Nortel Networks Limited and their Canadian subsidiaries that have filed for creditor protection under CCAA (collectively, Nortel), have reached an agreement on certain employment related matters regarding former Canadian Nortel employees, including Nortel's Canadian registered pension plans and benefits for Canadian pensioners and Nortel employees on long term disability (LTD). Nortel entered into a Settlement Agreement with court-appointed representatives of its Canadian former employees, pensioners and LTD beneficiaries, the court-appointed representative counsel to such parties, Koskie Minsky LLP, the CAW Canada and Nortel's court-appointed Monitor. The Settlement Agreement is subject to, among other things, the approval of the Ontario Superior Court of Justice. The Settlement Agreement provides that Nortel will continue to administer the Nortel Networks Negotiated Pension Plan and the Nortel Networks Limited Managerial and Non-Negotiated Pension Plan until September 30, 2010, at which point these pension plans will be transitioned, in accordance with the Ontario Pension Benefits Act, to a new administrator appointed by the Superintendent of Financial Services. Nortel and the Monitor will take all reasonable steps to complete the transfer of the administration of the pension plans to the new administrator. Nortel will continue to fund these pension plans consistent with the current service and special payments it has been making during the course of the CCAA proceedings through March 31, 2010, and thereafter will make current service payments until September 30, 2010. For the remainder of 2010, Nortel will continue to pay medical and dental benefits to Nortel pensioners and survivors and Nortel LTD beneficiaries in accordance with the current benefit plan terms and conditions. Life insurance benefits will continue unchanged until December 31, 2010 and will continue to be funded consistent with 2009 funding. Further, Nortel will pay income benefits to the LTD beneficiaries and to those receiving survivor income benefits and survivor transition benefits through December 31, 2010, which payments will be made directly by Nortel. The employment of the LTD beneficiaries will terminate on December 31, 2010. The parties have agreed to work toward a court-approved distribution, in 2010, of the assets of Nortel's Health and Welfare Trust, the vehicle through which Nortel generally has historically funded these benefits, with the exception noted above. The Settlement Agreement also provides that Nortel will establish a fund of CDN$4.2 million for termination payments of up to CDN$3,000 per employee to be made to eligible terminated employees as an advance against their claims under CCAA. "We are pleased to have come to a resolution on these important matters," said David Richardson, Chairman, Nortel. "We understand the need to provide clarity to former employees as well as several months of certainty that will allow beneficiaries to make alternate plans. The Board of Directors and Nortel's management team have been working diligently with its advisors and stakeholders to reach an agreement that is as fair as possible in the circumstances, and that will result in almost two years of medical, dental and LTD coverage, an unusually lengthy period of time for companies under CCAA. It is expected that in aggregate, for the period from filing for creditor protection until the respective end dates announced today, Nortel will pay approximately CDN$100 million to the pension plans and towards benefits". Under the Settlement Agreement, any claim made by any party in relation to the matters settled under the agreement will rank as ordinary unsecured claims under the CCAA proceedings. A charge in the maximum amount of CDN$57 million on Nortel's assets will be established to secure the payments to be made by Nortel under the Settlement Agreement, which amount shall be reduced by the amount of payments made. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: Court Confirms Plan of Liquidation --------------------------------------------- Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas signed an order on January 28, 2010, confirming the Plan of Liquidation proposed by Opus West Corporation, Opus West Construction Corporation and Opus West LP as having satisfied the confirmation requirements under the Bankruptcy Code. The Court stepped through the statutory requirements under Section 1129 of the Bankruptcy Code necessary to confirm a Chapter 11 Plan: A. The Plan complies with Section 1129(a)(1) because it: -- properly classifies claims and interests into five classes against each of the Debtors and the claims or interests placed in each Class are substantially similar to other Claims or Interests in the Class; -- specifies that secured claims and secured tax claims against each of the Debtors are not impaired under the Plan and are deemed to have accepted the Plan; -- designates each of (i) Class 1 Priority Non-Tax Claims, (ii) Class 4 General Unsecured Claims, (iii) Class 5 Interests as impaired claims and specifies the treatment of Claims and Interests in those Classes; -- provides for the same treatment for each Claim or Interest in a particular Class unless the holder of a particular Claim or Interest in the Class has agreed to a less favorable treatment of its Claim or Interest; -- provides adequate and proper means for implementation; -- provides for the liquidation of the Debtors, therefore Section 1123(a)(6) of the Bankruptcy Code is inapplicable and is deemed satisfied; -- provides that upon the Effective Date, any and all remaining directors and officers of the Debtors will be deemed to have resigned and the Surviving Officer will have the authority to liquidate the Debtors' remaining assets and wind up each of the Debtors; -- is dated and identifies the entities submitting it; and -- is consistent with all other applicable provisions of the Bankruptcy Code. B. The Debtors have complied with Section 1129(a)(2) because they: -- are proper debtors pursuant to Section 109 of the Bankruptcy Code and proper proponents of the Plan pursuant to Section 1121(c) of the Bankruptcy Code; -- have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Court; -- have complied with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Court's Order approving the Disclosure Statement in transmitting the solicitation materials and in soliciting and tabulating votes on the Plan. C. The Debtors have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying Section 1129(a)(3). Judge Hale acknowledged that the Debtors' bankruptcy cases were filed and the Plan was proposed with the legitimate and honest purposes of liquidating the Debtors and expeditiously making distributions to the Debtors' creditors and interest holders. In addition, the Court held that the Plan reflects the results of the negotiations and is reflective of the interests of all of the Estates' constituencies. D. Except as otherwise provided or permitted by the Plan, any payment made or to be made by the Debtors for services or for costs and expenses in or in connection with their bankruptcy cases, or in connection with the Plan and incident to the Debtors' bankruptcy cases, has been approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying Section 1129(a)(4). E. The Debtors have complied with Section 1129(a)(5) because the Surviving Officer will have all rights and authority to wind up the Debtors, and the Surviving Officer is not an insider of the Debtors. Designation of the Surviving Officer and notice of the names of the members of the Oversight Committee were disclosed prior to the Confirmation Hearing and the appointment of the Surviving Officer and the Oversight Committee is consistent with the interests of Creditors, Interest holders, and with public policy. F. The Plan does not propose any rate changes that are subject to governmental regulation. Thus, Section 1129(a)(6) is not applicable and is deemed satisfied. G. The Plan satisfies Section 1129(a)(7) as each holder of a Claim or Interest in an impaired Class either has accepted the Plan or will receive or retain under the Plan, on account of the Claim or Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that it would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code. H. Class 1 and Class 4 Claims of Opus West Corporation and Opus West Construction Corporation and Class 4 Claims of Opus West LP, which are impaired and eligible to vote under the Plan, have voted to accept the Plan, thereby satisfying Section 1129(a)(8). I. The Plan's treatment of Allowed Administrative Expense Claims and Administrative Operating Expense Claims satisfies the requirements of Section 1129(a)(9), because the Plan provides for the payment in full, in cash, of Allowed Administrative Expense Claims and Allowed Administrative Operating Expense Claims as soon as reasonably practicable after the later of (i) the Plan Effective Date, or (ii) the date on which the Administrative Expense Claim or Administrative Operating Expense Claim becomes Allowed. J. The Plan satisfies Section 1129(a)(10) because at least one of the Impaired Classes of Claims or Interests voting under the Plan has voted to accept the Plan and has accepted the Plan in requisite numbers and amounts without the need to include any acceptance of the Plan by any insider. K. The Plan satisfies Section 1129(a)(11) as confirmation of the Plan is not likely to be followed by further liquidation or the need for further financial reorganization. The Court found that the Plan presents a workable framework of liquidation and there is a reasonable probability that the provisions of the Plan will be performed. L. All fees payable on or before the Effective Date either have been paid or will be paid on the Effective Date pursuant to the Plan. Accordingly, the Plan complies wit Section 1129(a)(12). M. The Debtors will have no employees as of the Effective Date and therefore, have no obligations with respect to retiree benefits. Thus, Section 1129(a)(13) is inapplicable and is deemed satisfied under the Plan. N. 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. None of the Debtors is an "individual," and accordingly, Section 1129(a)(15) is inapplicable to the Plan. P. The Debtors are each a moneyed, business, or commercial corporation, and thus, Section 1129(a)(16) is inapplicable in the Chapter 11 cases. As of the Plan Effective Date, all entities will be precluded from asserting against the Debtors, their successors, or property, any other or further claims, debts, rights, causes of action, liabilities, or equity interests based on any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date. All property of a Debtor will remain with that Debtor, and from February 28, 2010, the Debtors will continue in existence, to the extent necessary for facilitating the Surviving Officer's performance of his function. John Bittner is appointed as the Surviving Officer pursuant to the Plan. The Surviving Officer is vested with full irrevocable power and authority on behalf of the Debtors to take any and all actions deemed necessary or appropriate to carry out the duties contemplated under the Plan and all other provisions of the Plan. The Court further ruled that: -- The Texas Comptroller of Public Accounts will be allowed a priority tax claim for $135,202; -- Maricopa County will be allowed a $9,580 claim, to be paid in full within 30 days of the Plan Effective Date. The claim of Maricopa County will begin to accrue interest on February 1, 2010, and will continue to accrue interest until the date of payment, at a rate of 16% per annum; and -- The Fort Worth Independent School District will be allowed a claim for $6,892 for unpaid 2009 ad valorem taxes. Fort Worth's claim will begin to accrue interest on February 1, 2010, and will continue to accrue interest until the date of payment, at a rate of 12% per annum. A full-text copy of the Opus West Confirmation Order is available for free at http://bankrupt.com/misc/OWConfORD.pdf The Chapter 11 Plan Opus West Corporation and its debtor affiliates presented to the U.S. Bankruptcy Court for the Northern District of Texas a joint Chapter 11 plan of liquidation and an accompanying disclosure statement on November 25, 2009. The Opus West Plan contemplates the liquidation of the Debtors and the resolution of certain claims through a series of mechanisms, in order to provide a distribution to holders of general unsecured claims. Upon the occurrence of the Plan Effective Date, the Plan and all remaining property of each Debtor's Estate will be managed under the direction of a Surviving Officer, in consultation with an Oversight Committee. Holders of secured claims will recover 100 cents on the dollar. Holders of priority non-tax claims are expected to recover 90% of their claims. General unsecured claimants, owed a total of $885,996,580, will recover a pro rata share of remaining assets. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS SOUTH: Lenders File Corrected Ballots for Plan Voting ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware previously approved the Opus South Lenders' Disclosure Statement for the Chapter 11 Plan of Liquidation they proposed for Debtor Waters Edge One LLC, and solicitation and tabulation procedures. The Solicitation Packages were sent out to voting creditors via United States First Class Mail on January 7, 2010, however, the Ballot Forms contained typographical errors regarding the voting deadline and Plan releases. Accordingly, the Opus South Lenders filed on January 22, 2010, the corrected Ballots, copies of which will be served on affected creditors and reflect the correct Voting Deadline of February 10, 2010, at 5:00 p.m. Eastern Standard Time and conform to the release language set under the Plan. Copies of the Corrected Ballots are available for free at: http://bankrupt.com/misc/OpSCorBallts.pdf Waters Edge Plan Bankruptcy Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware previously approved on January 6, 2010, the Amended Disclosure Statement filed by plan proponents Wachovia Bank, National Association, as agent and on its own behalf; Regions Bank; PNC Bank, National Association; and Bank of America in relation to the Chapter 11 Plan they filed for debtor Waters Edge One LLC. In a separate order, Judge Walrath authorized the inclusion of he liquidation analysis of Waters Edge in the Plan solicitation package to be distributed to creditors. The Liquidation Analysis indicates that available net proceeds for distribution for Waters Edge under the Plan of Liquidation aggregate $22,914,309, while available net proceeds for distribution for Waters Edge under a Chapter 7 proceeding total $14,400,348. A full-text copy of the Waters Edge Liquidation Analysis is available for free at http://bankrupt.com/misc/OSLiqAnal.pdf About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: Sues Parent for Siphoning $150 Mil. in Earnings ---------------------------------------------------------- Debtor Opus West Corporation filed a complaint against its parent company, Opus Corporation, and certain "trust parties" composed of the Opus Foundation, the Gerald Rauenhorst 1982 Irrevocable Trust F/B/O Grandchildren, the Gerald Rauenhorst 1982 Irrevocable Trust F/B/O Children, and Keith P. Bednarowski, Luz Campa, and Adler Trust Company, as trustees. Under its Complaint, Opus West seeks equitable relief and damages arising from "a parent company's systematic manipulation and abuse of the debtor" in order to evade legitimate contractual obligations and debts. According to Vickie L. Driver, Esq., at Pronske & Patel P.C., in Dallas, Texas, during the three years leading up to the filing of Opus West's bankruptcy case, Opus Corp. siphoned almost $150,000,000 of Opus West's earnings, which left Opus West undercapitalized, inadequately financed, and unable to meet its ordinary obligations as a separate business unit. "Opus Corp. kept Opus West in a perpetual and precarious state of financial dependency, and systematically manipulated Opus West's operations and transactions to benefit Opus Parent and its owners without regard to the interests of Opus West and its creditors," she says. "As a result, innocent stakeholders that should and otherwise would have been paid in the ordinary course of Opus West's business will receive virtually nothing," Ms. Driver says. In contrast, she points out, Opus Corp. and its owners and affiliates will continue to reap the illicit benefits of hundreds of millions of dollars in cash stripped from Opus West prior to the Debtor's bankruptcy filing. Ms. Driver informs the Court that in 2005, for the purpose of allowing unfettered monitoring and access to its subsidiaries' performance, Opus Corp. implemented an enterprise resource planning software solution produced by J.D. Edwards/Peoplesoft, which includes several modules that monitored and integrated Opus West's real estate, construction and accounting activities, and ultimately allowed Opus Corp. to maintain full awareness of Opus West's financial position at any given time. Another way by which Opus Corp. asserted control over Opus West was through the issuance of financial directives, Ms. Driver contends. She explains that as a wholly owned subsidiary of Opus Corp., Opus West was at the mercy of the Parent Company and fully subject to the Parent's directives -- one of which is the requirement of Opus West to contribute 1% of its pre-tax net income directly to charity, and to send 9% of its pre-tax net income directly to Opus Corp. Parent purportedly for the Parent to contribute to charity. Opus Corp. mandated the contributions, according to Ms. Driver, even when Opus West clearly could not afford to make them. Furthermore, Ms. Driver relates that another Opus Corp. directive, in effect until late 2005, required Opus West to distribute 75% of its pre-tax net income to the Parent Company. Opus Corp. modified this policy in 2005, she notes, and required Opus West to distribute 35% of its pre-tax net income plus pro- forma taxes computed with respect to that pre-tax net income to the Parent. "However, essentially, the Distribution Policy still required Opus West to distribute approximately 75% of pre-tax net income remaining after the initial 10% 'charitable' contribution, while allowing Opus West to take advantage of a lower capital gains tax rate," she maintains. Opus Corp. Distribution Policy left Opus West with only 22.5% of its pre-tax net income to service debt, and purchase, develop, market and sell commercial real estate and cover its operating expenses in future non-profitable years, Ms. Driver tells the Court. Moreover, to enforce the Distribution Policy, Ms. Driver reveals that Opus Corp. require Opus West to declare "dividends." She notes that based upon pro-forma financials, in December of each year, Opus West paid 80% of the estimated dividend immediately to Opus Corp. and paid the remaining 20% after audits were performed. In early 2008, as the economy began sinking further into a recession and the commercial real estate market began to crumble, Opus Corp. continued to direct Opus West's compliance with the Distribution Policy despite the effect of the market decline on Opus West's cash flow, Ms. Driver continues. Opus West said it believed Opus Corp. maintained access to capital for a "rainy day fund" that would be available in the event of an economic downturn. Ms. Driver emphasizes that Opus Corp.'s promised "backing" of its subsidiaries is evidenced by its contribution of roughly $60 million to Opus South Corporation to bolster its real estate holdings and debt obligations, and its issuance of a letter to Opus South Corporation's lenders, stating their future financial support for debts owed by Opus South. Opus West, however, is in the information that Opus Corp. ceased to follow through with this promise to "make good" on Opus South's debt. By June 2008, Ms. Driver adds, Opus Corp. took advantage of its substantial control over Opus West by using the "considerable imbalance of bargaining power" between itself and Opus West to deprive Opus West of the value of the Debtor's assets in the Chino Hills Development. The Chino Hills Development refers to a project known as The Shoppes at Chino Hills, in Chino Hills, California, acquired by one of Opus West's special purpose entities, Shoppes at Chino Hills, Inc., in 2002. Shortly after Chino Hills' opening, Opus West sold the Chino Hills Development stock to Opus Sales Corporation, a holding corporation owned wholly by Opus Corp. The sale was instituted to assist Opus West in complying with debt covenants in certain loan documents. "Opus West would never have approved of a sale to a third party purchaser with the purchase price payment structured in that manner. A very low 10% down payment, coupled with the generous seller financed note and remaining liable on the guarantee would only have been acceptable from an investment grade purchaser," Ms. Driver says. "The reason Opus West would have been unwilling to make this deal with a third party purchaser is simple: risk of repayment." However, Opus Corp. stood behind the Buyer, according to Ms. Driver. Opus West stated it knew the amount of the large Dividend Distributions it paid to Opus Corp. With the distributions other subsidiaries would also be paying, Opus West felt the aggregate payments would be more than sufficient to satisfy the payments due to the secured lender as well as under the Additional Note, Ms. Driver avers. Ms. Driver relates that when the 80% principal payment of the Additional Note came due in December 2008, Opus Corp. decided it was unable to fund the payment and asked Opus West to accept the stock of Shoppes at Chino Hills, Inc. in exchange for cancellation of the Additional Note. By then, Ms. Driver notes, the stock was practically worthless because of the drastic decrease in commercial real estate values between the time of the Chino Hills Sale and the Chino Hills Buyback. A routine audit of Opus West's 2008 financial records, Ms. Driver reports, revealed that since 2005, (i) as a result of cumulative audit adjustments, Opus West had over-contributed approximately $2,200,000 to charity, and (ii) Opus West had over-distributed approximately $15,000,000 as dividends to Opus Parent. Opus West contributed all the amounts in compliance with the Distribution Policy; however, the audit company reviewed the Chino Hills Sale and other 2008 transactions and determined that they could not be characterized as sales, resulting in the reduction of available net income from which to pay Opus Corp. a dividend, she elaborates. In addition, according to Ms. Driver, the audit company reviewed other transactions dating back to 2005, and such review determined that certain other transactions previously characterized as sales should be re-characterized as non-sale transactions, requiring restatements of revenue, which ultimately would have reduced the dividends owed by Opus West to Opus Corp. from 2005 through 2008. Opus West complains that even after a review of the 2008 Audit, Opus Corp. conveniently refused to acknowledge its improper receipt of approximately $17,200,000 and even after it became aware of the payment of the Excess Dividends. "Opus Corp.'s abusive manipulation of Opus West's business dealings is also exemplified by the Parent's seizure of Opus West's property management business," Ms. Driver further contends. She argues that Opus Corp. created its own wholly owned subsidiary, Opus Property Services LLC, in October 2008 for the sole purpose of usurping the Management Contracts and all the value of each of the Subsidiary Management Companies. A substantial portion of the Management Contracts acquired by Opus Parent belonged to Opus West. Though Opus West was later paid a nominal amount for certain fixed assets taken by OPS, Opus West Management Corp. was forced to pay OPS for employee "paid time off" balances that had accrued prior to the transfer, Ms. Driver discloses. OPS also did not assume responsibility for certain bonuses that were due to employees, they remained the obligations of Opus West Management Corp., she adds. Opus Corp. then sold OPS, along with the Management Contracts, to Northmarq for a substantial profit -- yet again benefitting at the expense of Opus West and depriving Opus West of the value of its asset, Ms. Driver asserts. Opus West is of the information that the "Trust Parties" are the sole stockholders of Opus Corp. Opus West believes that at the order of the Trust Parties, Opus Corp. made regular distributions of assets to the Trust Parties and the Opus Foundation and after receiving the Distributions, Opus Corp. transferred the Distributions, or the value of the Distributions, directly to the Trust Parties and the Opus Foundation. In this light, the Trust Parties and the Opus Foundation, along with Opus Corp., directly benefited from Opus Corp.'s acts to unfairly deprive Opus West of the value of its assets, Ms. Driver maintains. Against this backdrop, Opus West asks the Court that it be awarded these judgment: (a) Avoidance of each of the Distributions as fraudulent transfers; (b) Recovery of the Distributions from Opus Corp or the Trust Parties pursuant to Section 550 of the Bankruptcy Code; (c) Avoidance of the Chino Hills Buy-back as a fraudulent transfer; (d) Recovery from Opus Corp. or the Trust Parties; (e) Avoidance of the transfer of the Management Contracts to Opus Management Corporation; (f) Avoidance of the transfer of the Management Contracts to OPS; (g) Recovery of the Management Contracts from OPS; (h) Imposition of a constructive trust and equitable lien on the $17,200,000 over-contributed amount to Opus Corp.; (i) Actual damages; (j) Exemplary damages; and (k) Any costs and fees, including attorney's fees, incurred in bringing the Complaint and other relief as the Court may deem proper. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: To Decide on Headquarters Lease at Later Date -------------------------------------------------------- Opus West Corp. and its units sought and obtained an extension of the time within which they may decide on whether to assume or reject a certain office lease for their current headquarters, through and including the effective date of their confirmed Chapter 11 Plan of Liquidation. The Court previously set February 1, 2010, as the deadline for the Opus West Debtors to decide whether to assume or reject non- residential real property leases. Debtor Opus West Corporation , previously entered into a certain sublease with CB Richard Ellis Real Estate Services, Inc., formerly known as Insignia/ESG, Inc., with respect to a certain office space located at 2555 E. Camelback Road, Suite 500, in Phoenix, Arizona. By its own terms, the Headquarters Lease is due to expire on April 30, 2012. In other developments, the Opus West Debtors sought and obtained Court authority to reject a certain lease regarding their former office space in Phoenix, Arizona, that they continued to use and occupy after the Petition Date. After the rejection, the Opus West Debtors moved all of their remaining business operations to the office space leased under the Phoenix Headquarters Lease. Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in Dallas, Texas, contended that the Opus West Debtors need their Headquarters from which to work with in assisting and fulfilling certain duties for the John Bittner, the designated surviving officer pursuant to the Opus West Plan of Liquidation. The Court heard the Opus West Debtors' request on an expedited basis on January 27, 2010. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OSCIENT PHARMACEUTICALS: Wants to Sell Intellectual Property ------------------------------------------------------------ Oscient Pharmaceuticals Corporation and Guardian II Acquisition Corporation have asked the permission of the Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the District of Massachusetts to sell certain intellectual property free and clear of any and all liens, claims, encumbrances, and other interests to Azee, Inc. Oscient proposes to sell the Oscient Patents to Azee for a total purchase price of $25,000. In connection with the Proposed Sale, Oscient also proposes to enter into a Release Agreement with Azee, wherein (i) Oscient and Azee agree to terminate the License and Sale Agreement and Asset Purchase Agreement, and (ii) Azee releases the Debtors and their respective current and former officers, directors, employees, agents, attorneys, and representatives of and from any and all claims and liabilities relating to the License and Sale Agreement, Asset Purchase Agreement, Assignment and Assumption Agreement, and the Oscient Patents. A copy of the Release Agreement is available for free at: http://bankrupt.com/misc/OSCIENT_PHARMA_releasepact.pdf The official committee of unsecured creditors of Oscient has consented to Oscient's entry into the Release Agreement. A hearing will be held on February 25, 2010, at 2:00 p.m. to consider the Debtors' request to sell certain intellectual property. Objection to the Debtors' motion must be filed by February 22, 2010, at 4:30 p.m. Oscient Pharmaceuticals Corporation together with an affiliate filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576). Judge Henry J. Boroff presides over the case. Charles A. Dale III, Esq., at K&L Gates LLP, represents the Debtors. The Debtors also hired Ropes & Gray LLP as special litigation counsel, and Broadpoint Capital Inc. as financial advisor. PALM BEACH: Court OK's Barry F. Mukamal as Chapter 11 Trustee ------------------------------------------------------------- The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida approved the appointment of Barry F. Mukamal as Chapter 11 trustee in the reorganization cases of Palm Beach Finance II, L.P. and Palm Beach Finance Partners, L.P. Mr. Mukamal will have the authority to operate the Debtors' business. The Court directed that the trustee will report to the Court on March 8, 2010, at 1:30 p.m., at 1515 North Flagler Drive, Room 801, Courtroom A, West Palm Beach, Florida, the status of the case, the financial condition of the Debtor, and his findings and recommendations, including whether the case must be dismissed or converted to a case under Chapter 7. Palm Beach Gardens, Florida-based Palm Beach Finance II, L.P., filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. S.D. Fla. Case No. 09-36396). The Debtor's affiliate, Palm Beach Finance Partners, L.P., also filed for bankruptcy. Paul A. Avron, Esq., and Paul Steven Singerman, Esq., who have offices in Miami, Florida, assist the Debtors in their restructuring efforts. Palm Beach Finance II listed $500,000,001 to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. PANOCHE VALLEY: Files Schedules of Assets and Liabilities --------------------------------------------------------- Panoche Valley, LLC, filed with the U.S. Bankruptcy Court for the Southern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,606,000 B. Personal Property $17,311,765 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $720,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $23,300 ----------- ----------- TOTAL $18,917,765 $743,300 San Diego, California-based Panoche Valley, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. S.D. Calif. Case No. 09-19670). Thomas C. Nelson, Esq., who has an office in San Diego, California, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. PENTON MEDIA: To File Prepack Chapter 11 to Cut Debt by $270MM --------------------------------------------------------------- Penton Media Inc. said Tuesday it has reached an agreement with its lenders on the terms of a restructuring that will reduce the Company's debt and strengthen its balance sheet. Once finalized, the restructuring will result in the elimination of $270 million of the Company's debt. Penton also said certain of its existing shareholders have agreed to make a significant new investment in the Company, which will provide additional working capital to fund operations and improve Penton's overall liquidity. The restructuring agreement also provides for an extension of the maturity on the Company's senior secured credit facility through 2014. The parties intend to implement the capital restructuring through a "pre-packaged" Chapter 11 plan of reorganization, which has already been approved by lenders and is expected to be filed with the Court in the next few days. The Company expects that it will finalize the capital restructuring and emerge from Chapter 11 within 30 to 45 days. "This capital restructuring is a positive, strategic step for Penton that is in the best interests of the Company and our employees, customers, and suppliers," said Sharon Rowlands, Chief Executive Officer of Penton. "This restructuring will allow us to achieve a debt level that is more sustainable in the current economic environment. With a strengthened capital structure, we will be better positioned to fully leverage our operations, which have been and continue to be profitable. We have many opportunities to grow our business and increase our profitability which we are excited to execute on." "We are pleased to have reached agreement with our lenders and thank them for their support," said Anup Bagaria and Tyler Zachem, Co-Chairmen of Penton. "Penton will emerge as a stronger company as a result of this transaction, and we believe that the Company is well-positioned for future success due to its market leading franchises and outstanding management team." Penton intends to operate with business as usual throughout the restructuring and has solid cash flow and sufficient liquidity to meet its obligations. Further, there will be no management changes or change in control of the Company. "Operationally, nothing will change during this debt restructuring," Ms. Rowlands said. "We remain committed to serving our customers and readers by providing them with the same high quality products and services we always have. In addition, we have taken steps to make sure our employees and independent contractors are unaffected by the Chapter 11 process. Employees will continue to be paid and receive their benefits without interruption." "We are taking this action voluntarily because we are committed to achieving our long-term vision for the Company," said Ms. Rowlands. The Company's suppliers will be paid in the ordinary course for all post-petition goods and services provided to Penton. Further, the Plan provides for full payment of all pre-petition trade claims, so there should be no impact on Penton's suppliers. "I am extremely proud of the way our entire organization has responded to the challenging circumstances in the economy and in our industry, and this further contributes to my confidence that Penton has a very bright future," Ms. Rowlands added. "I would like to thank our employees for their hard work and dedication, which is critical to our success. I would also like to thank our customers and suppliers for their continued loyalty and support. The entire senior management team, our owners -- MidOcean Partners and Wasserstein & Co., LP -- and our Board of Directors are committed to continuing to build on Penton's strong foundation and valued brands to drive long-term growth and success." Rothschild Inc. is acting as financial advisor for the Company, and Jones Day is the Company's legal counsel in connection with the capital restructuring. Kurtzman Carson Consultants will serve as claims and noticing agent. About Penton Media Penton Media Inc. -- http://www.penton.com/-- is an independent, business-to-business media company, serving the information needs of more than six million business professionals every month in industries ranging from Agriculture and Aviation to Electronics, Natural Products, and Information Technology. Headquartered in New York City, the privately held company is owned by MidOcean Partners and U.S. Equity Partners II, an investment fund sponsored by Wasserstein & Co., LP, and its co-investors. Penton was founded by John Penton in 1892 and employs about 1,300 people across the United States. PROPEX INC: Trustee Sues 268 Creditors to Avoid Transfers --------------------------------------------------------- Eugene I. Davis, Trustee of the Fabrics Estate Inc. Liquidating Trust, initiated adversary complaints against 268 creditors from January 4 to 5, 2010, to avoid certain transfers made to the creditors pursuant to Sections 547, 547 and 502 of the Bankruptcy Code. Mr. Davis seeks to avoid and recover from the Creditors all preferential transfers of property made for, on account of, an antecedent debt, and to or for the benefit of, Defendants by Propex Inc., Propex Holdings Inc., Propex Concrete Systems Corporation, Propex Fabrics International Holdings I Inc., or Propex Fabrics International Holdings II Inc., now known respectively as Fabrics Estate Inc., Fabrics Estate Holdings Inc., Concrete Estate Systems Corp., Fabrics Estate International Holdings I Inc. and Fabrics Estate International Holdings II Inc., during the 90 period prior to Petition Date. Subject to proof, the Complaints also seek to recover pursuant to Section 549 of the Bankruptcy Code, any transfers on account of prepetition debt that cleared postpetition, and pursuant to Section 548 of the Bankruptcy Code, any transfers that may have been a fraudulent conveyance. Among the Creditor Defendants and the amounts the Liquidating Trustee seek to recover are: Creditor Amount -------- ------ SAP America, Inc. $618,035 PriceWaterhouseCoopers LLP 343,219 King & Spalding LLP 257,766 The Johnson Group 213,435 KPMG LLP 152,816 Wal-Mart Stores, Inc. 104,750 Ernst & Young Real Estate Services 65,413 National Union Fire Insurance Company of Pittsburgh 52,829 Moody's Corporation 26,000 GMAC 14,858 Mr. Davis asks the Court to enter a judgment against the Defendants: (a) that all Transfers avoidable under Section 547, 548 and 549 of the Bankruptcy Code be avoided; (b) that All Avoided Transfers, to the extent that they are avoided be recovered; (c) disallowing, in accordance with Section 502(d) of the Bankruptcy Code, any Claims held by Defendants and their assignee until Defendants satisfy the judgment; (d) disallowing any Claims held by Defendants or their assignee until Defendants satisfy the judgment; (e) awarding pre-judgment interest at the maximum legal rate running from the date of each Transfer to the date of judgment; (f) awarding post judgment interest at the maximum legal rate running from the date of judgment until the date the judgment is paid in full, plus costs; and (g) requiring Defendants to pay the judgment amount awarded. In a separate filing on January 26, 2010, Mr. Davis notified the Court of the dismissal of the adversary action against Kenneth C. Still. Accordingly, the adversary proceeding was closed. About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. In Europe, the company has manufacturing facilities in Germany, Hungary and the United Kingdom. The Company and its debtor-affiliates filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex changed its name to Fabrics Estate following the sale of substantially all of its assets to Xerxes Operating Company, LLC, and Xerxes Foreign Holding Corp. Bankruptcy Creditors' Service, Inc., publishes Propex Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Propex Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PROPEX INC: Trustee's Report for December Quarter ------------------------------------------------- Fabrics Estate Liquidating Trust, successor to Fabrics Estate Inc, Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation, Fabrics Estate International Holdings I Inc., and Fabrics Estate International Holdings II Inc., submitted with the Court its Quarterly Operating Report for the period from October 1, 2009, through December 31, 2009. For the reporting period, Fabrics Estate relates that it disbursed a total of $919,864. Fabrics Estate's total ending book balance is $2,523,443. A full-text copy of the Quarterly Report is available for free at: http://bankrupt.com/misc/Fabrics_QuarterDec.pdf About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. In Europe, the company has manufacturing facilities in Germany, Hungary and the United Kingdom. The Company and its debtor-affiliates filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex changed its name to Fabrics Estate following the sale of substantially all of its assets to Xerxes Operating Company, LLC, and Xerxes Foreign Holding Corp. Bankruptcy Creditors' Service, Inc., publishes Propex Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Propex Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PROTECTIVE PRODUCTS: Proposes to Auction Certain Assets on Feb. 18 ------------------------------------------------------------------ Protective Products of America, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of certain of their assets to Protective Products Enterprises, Inc., subject to bigger and better offers, pursuant to Section 363 of the Bankruptcy Code. The material terms of the agreement with the stalking horse bidder include: a. a purchase price of $8,000,000 in cash for the acquired assets, and for the proposed purchaser to assume certain liabilities, including the cure costs of the assumed contracts in cash at closing; b. the acquired assets include the all tax refunds, rights to tax refunds, tax attributes or the benefit thereof, tax rebates, tax credits and similar items relating to any tax period, including without limitation any tax refund resulting from a carryback of net operating losses or tax credit to any tax period, except to the extent to which any tax attributes or other rights described in this subsection do not relate to income taxes; and c. notwithstanding its acquisition of the seller tax refunds, to the extent that the aggregate amount of all cash tax refunds of sellers actually received by proposed purchaser pursuant to the amended agreement exceeds $2,000,000, proposed purchaser will pay to, or ensure that, Debtors or their successors or assigns receive, an amount equal to 42.858% of the seller cash tax refunds in excess of $2,000,000. For the avoidance of doubt, and by way of example, (i) if the seller cash tax refunds are equal to $2,000,000 then proposed purchaser would receive all seller cash tax refunds and (ii) if the seller cash tax refunds are equal to $4,000,000 then proposed purchaser would receive $3,142,840 of seller cash tax refunds and the seller cash tax refund payee would receive $857,160 of the seller cash tax refunds. Seller cash tax refunds mean the gross amount of all cash tax refunds of sellers, without deduction for any costs or expenses incurred by Debtors, any seller cash tax refund payee or proposed purchaser relating to the seller cash tax refunds. The Debtors also ask the Court to approved these key dates: February 15, 2010 Bid Deadline February 18, 2010 Auction February 19, 2010 Sale Hearing The Debtors request that the Court consider this motion on or before February 10, 2010. About Protective Products Sunrise, Florida-based 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 filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711). The Company's affiliates -- PC Holding Corporation of America; Ceramic Protection Corporation of America; Protective Products International Corp.; and Protective Products of North Carolina, LLC -- also filed separate Chapter 11 petitions. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PROTECTIVE PRODUCTS: U.S. Trustee Forms 3-Member Creditors Panel ---------------------------------------------------------------- Donald F. Walton, the U.S. Trustee for Region 21, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Protective Products of America, Inc., and its debtor-affiliates. The Creditors Committee members are: 1. Todd Lair, president Leading Technology Composites, Inc. 2626 W. May Wichita, KS 67213 Tel: (316) 944-0011 Fax: (316) 944-0927 2. Scott L. Spitzer, senior VP General Counsel/ Steven Sass/ Kelli Bohuslav-Kail Bowne & Co., Inc. c/o Receivable Management Services 307 International Circle, Suite No. 270 Hunt Valley, MD 21030 Tel: (410) 773-4040 Fax: (410) 7736-4057 3. Tim Fiess, credit manager TVP, Inc. dba Top Value Fabrics P.O. Box 2050 Carmel, IN 46282 Tel: (317) 844-7496 ext. 120 Fax: (317) 814-1151 Mr. Lair is the temporary chairperson of the committee. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Protective Products Sunrise, Florida-based 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 filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711). The Company's affiliates -- PC Holding Corporation of America; Ceramic Protection Corporation of America; Protective Products International Corp.; and Protective Products of North Carolina, LLC -- also filed separate Chapter 11 petitions. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PYRAMID HIGHWAY: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pyramid Highway Storage Park, LLC 3715 Lakeside Drive, Ste. A Reno, NV 89509 Bankruptcy Case No.: 10-50356 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge St Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.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 $4,513,183, and total debts of $5,572,561. A full-text copy of the Debtor's petition, including a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-50356.pdf The petition was signed by John J. Gezelin, managing member of the Company. QUANTUM CORP: Swings to $4.64-Mil. Net Income in Dec. Quarter ------------------------------------------------------------- Quantum Corp. reported net income of $4.64 million on total revenue of $181.7 million for its third quarter ended Dec. 31, 2009, compared with a net loss of $328.8 million on net revenue of $203,668 during the same period in 2008. The Company reported $513.6 million in total assets against $603.5 million in total liabilities as of Dec. 31, 2009. The Company has recorded an accumulated deficit of $465.76 million. The Company said that revenue for its fiscal third quarter ended Dec. 31, 2009, was $182 million. This represented an 11% decline from the same period last year, primarily due to expected reductions in OEM revenue, including DXi software, tape, and devices and media sales. Despite the year-over-year decline, revenue increased 4 percent from the prior quarter -- the second consecutive quarter of sequential growth -- and branded revenue was up from both FQ2'10 and the same period last year. As it did in the prior quarter, the company reported a GAAP gross margin rate above 40 percent, although the 41.1 percent rate in the December quarter was down from 42.1 percent in FQ3'09, largely due to the decline in OEM DXi software revenue. Quantum also delivered its third consecutive quarter of GAAP profit, with $5 million in net income, or diluted earnings per share of two cents. This compared to a GAAP net loss of $329 million in FQ3'09. The $5 million profit included $9 million in amortization of intangibles and $2 million in stock-based compensation charges, which together reduced diluted earnings per share by five cents. Quantum generated $17 million in cash from operations for FQ3'10 and ended the quarter with over $100 million in cash and cash equivalents. "The December quarter further demonstrated the strength of our business model, with results in several areas being among the best we've achieved over the past 10 years," said Rick Belluzzo, chairman and CEO of Quantum. "With a strong contribution from our branded business and gross margin above 40 percent, we again delivered solid GAAP profits and sequential revenue growth. Our record level of branded disk systems and software revenue also speaks to the opportunity we have in key growth segments of the storage market, particularly given the recent additions we've made to our product portfolio with the DXi6500 family of NAS-based deduplication appliances and the latest release of our StorNext data management software." Quantum's product revenue, which includes sales of the company's hardware and software products, totaled $125 million in FQ3'10. This represented a decrease of $19 million from FQ3'09, primarily reflecting the expected declines in OEM revenue. Disk systems and software revenue, inclusive of related software maintenance and service revenue, was $25 million in the December quarter. This was down approximately $6 million from the same quarter last year, primarily due to reduced OEM DXi software revenue. However, on a branded basis, Quantum generated its highest level of disk systems and software revenue to date. A sampling of major DXi7500 account wins during the quarter included new business with one of the world's largest technology consulting companies, a leading global supplier of industrial gasses and a national lottery operator in Asia. In addition, Quantum had several repeat DXi7500 orders, including those from two top U.S. and Asian insurance companies, one of the world's biggest telecommunications providers and a major university medical center in the U.S. Also contributing to the record disk systems and software revenue in FQ3'10 were significant StorNext wins, most notably a deal for more than a million dollars in which StorNext will play a central role in a multi-site, private cloud implementation for a Fortune Global 10 company. Other key wins included new business with a major television studio in Asia and follow-on orders from a multinational technology company and a large weather services provider in North America. A full-text copy of the Company's third quarter report is available for free at http://ResearchArchives.com/t/s?5195 About Quantum Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. As of September 30, 2009, the Company had $501.6 million in total assets against $247.2 million in total current liabilities and $352.9 million in total long-term liabilities, resulting in $98.5 million in stockholders' deficit. * * * As reported by the Troubled Company Reporter on July 10, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Quantum Corp. to 'B-' from 'CC'. S&P also raised the company's subordinated rating to 'CCC' from 'C'. S&P has removed all ratings from CreditWatch, where they were placed on April 3, 2009. The outlook is negative. The TCR said July 8, 2009, Moody's Investors Service upgraded Quantum's corporate family rating and probability of default rating each to B3, from Caa1 and Ca, respectively, following the announcement that the Company has repurchased more than $135 million of its 4.375% Convertible Subordinated Notes due 2010. The rating outlook is positive. RAMZA PLAZA: National Commercial to Sell 298-Room ------------------------------------------------- National Commercial Auctioneers, LLC (NCA) will sell to the highest bidder a lender-owned 298-room Ramada Plaza located at 108 First Street in Macon, Ga., on Tuesday, March 9, 2010, at 1pm. "This property has significant upside potential for any experienced hotel operator," commented Stephen Karbelk, CAI, AARE, President of National Commercial Auctioneers. "The property had a strong income history but has experienced a drop in revenue recently. With certain capital improvements and an expansive marketing strategy, this property will return to being one of the premier full-service hotels in southern Georgia." The Ramada Plaza is the largest hotel in Macon with 298 rooms and 20,000 square feet of banquet and meeting space. "One of its greatest features is its location," said Fernando Palacios, RVP of National Commercial Auctioneers and an expert in hospitality auctions. "The property is off of Interstate 16 in downtown Macon and within walking distance of the Georgia Music Hall of Fame, Georgia Sports Hall of Fame, and the Macon Centreplex." Also close by are Wesleyan College, Mercer University and the Medical Center of Central Georgia. Originally built in 1969, the Ramada Plaza has been a key part of the Macon hospitality marketplace. This full-service hotel has a history of generating over $6,000,000 annually in revenue just a few years ago. With such a large meeting facility and full banquet services, the property has a significant competitive advantage in the regional market. But recently the property has had a drop in revenue to below $2 million. "When you know the property can produce such a significant income, a buyer can get the property turned around and potentially realize a very sizeable appreciation in value," opined Renee Jones, the licensed Georgia auctioneer that will be conducting the sale. "The upside is all profit." The auction will be held on-site. Several pre-auction inspections have been scheduled as well. To get more information about how to participate in the auction and to obtain the Property Information Package, please contact National Commercial Auctioneers at 877- 895-7077 or visit their website at http://www.natcomauctions.com. READER'S DIGEST: AlixPartners Charges $6.2 Mil. for Sept-Nov Work ----------------------------------------------------------------- Professionals retained in connection with the bankruptcy cases of The Reader's Digest Association, Inc., and its debtor affiliates filed applications for payment of fees and reimbursement of expenses for certain specified period: Professional Applicable Period Fees Expenses ------------ ----------------- ---- -------- AlixPartners LLP 08/24/09 - 11/30/09 $6,175,555 260,175 Ernst & Young LLP 08/24/09 - 11/30/09 1,000,086 15,193 Curtis, Mallet- 08/24/09 - 11/30/09 135,045 5,843 Prevost, Colt & Mosle LLP Miller Buckfire 08/24/09 - 11/30/09 800,000 48,984 & Co., LLC Trenwith 09/01/09 - 11/30/09 261,055 6,803 Securities LLP Otterbourg, 08/31/09 - 11/30/09 1,137,429 21,038 Steindler, Houston & Rosen, P.C. BDO Seidman LLP 09/01/09 - 11/30/09 1,075,963 1,478 Duff & Phelps LLC 10/01/09 - 11/30/09 143,058 2,106 Kirkland & Ellis 08/24/09 - 11/30/09 3,701,240 153,396 The Court will hold a hearing on February 24, 2010, to consider the professionals' first interim fee applications for the period from August 24, 2009, through November 30, 2009. In another notice, the Debtors say that the February 24 hearing will now be held at Bankruptcy Court at 300 Quarropas Street, in White Plains, New York. The hearing was previously set to commence at Room 621 of the Bankruptcy Court at One Bowling Green, in New York. 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 US$2.2 billion against total debts of US$3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Gets Nod for KPMG as Tax Consultants ----------------------------------------------------- The Reader's Digest Association Inc. and its units obtained the Court's authority to employ KPMG LLP as their accounting and financial reporting advisors and tax consultants, in accordance with the terms and conditions set forth in an engagement letter, nunc pro tunc to October 19, 2009. In connection with their emergence from Chapter 11, the Debtors tell Judge Drain that they require the services of KPMG to provide them with advice with respect to "fresh start" accounting and other accounting and tax reporting requirements. As advisors, KPMG has agreed to: (a) provide accounting and financial reporting advisory services, which include: * project management and financial guidance with respect to the Debtors' restructuring efforts; * assistance in preparation of financial documents for submission to the Court and upon emergence; * data gathering with respect to the Debtors' finances; * development of best practices with respect to accounting policies and recordkeeping; * financial advisory with respect to potential asset sales under Section 363 of the Bankruptcy Code; * guidance, general accounting advice, and documentation support of management conclusions reached with respect to accounting considerations under the American Institute of Certified Public Accountants' Statement of Position 90-7 "Financial Reporting by Entities in Reorganization"; * assist in assessment of changes to systems and procedures to support a change in fiscal year; and * assist in development of an approach to repopulate detailed accounting records; and (b) tax services, which include: * identification of differences between book and tax balances and determination of deferred tax assets and liabilities; * calculation and scheduling of deferred tax assets/liabilities; * analysis of issues arising under Interpretation No. 48 by the Financial Accounting Standards Board; and * assistance with financial statement disclosures. KPMG will also provide other consulting, advice, research, planning and analysis regarding accounting and financial reporting advisory services as may be necessary, desirable or requested from time to time. Internal KPMG procedures require that it enter into additional engagement letters for additional work under certain circumstances. To the extent the Debtors request additional services not covered by the Engagement Letter, KPMG and the Debtors may enter into additional engagement letters, as is necessary, and will file and serve a notice of presentment of an order to the Court for approval of any additional engagement letters. The Debtors inform the Court that majority of fees to be charged in KPMG's engagement reflect a reduction of approximately 19% to 48% from KPMG's normal and customary rates, depending on the types of services to be rendered. In the normal course of KPMG's business, the hourly rates are subject to periodic increase. To the extent the hourly rates are increased, the Debtors ask that, with respect to the work to be performed after the increase, the rates be amended to reflect the increase pursuant to the notice requirement included in the Debtors' proposed order. KPMG's hourly rates are: Position/Profession Discounted Rate ------------------- --------------- Partners $650 Managing Directors $650 Directors $550 Managers $350 Staff $260 Paraprofessionals $100 KPMG will also be reimbursed for reasonable and necessary expenses incurred in connection with its retention. Brian Heckler, a partner at KPMG, assures the Court that the firm does not hold or represent any interest adverse to the Debtors or their bankruptcy estates, and that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. * * * Prior to the order approving the application, Brian Heckler, a partner at KPMG LP, submitted to the Court a supplemental declaration in connection with the Debtors' application to employ KPMG LLP as their accounting and financial reporting advisors and tax consultants. He told the Court that KPMG will apply for compensation and reimbursement in accordance with the procedures set forth in Sections 330 and 331 of the Bankruptcy Code and other applicable laws. To the extent that the Debtors request additional services not covered under the parties' Engagement Letter, Mr. Heckler said that parties may enter into additional engagement letters, as necessary, and will file and serve a notice of presentment of an order to the Court for approval of any additional engagement letters and services. If at any time KPMG increases the rates for its services, Mr. Heckler assured the Court that the firm will cause a notice to be filed with the Court setting forth the increase in rates and serve notice upon the Debtors, the Office of the United States Trustee and the Official Committee of Unsecured Creditors. He also clarified that KPMG is not involved in any volume rebate or incentive programs with respect to expenses for which KPMG will seek reimbursement from the Debtors. Mr. Heckler further revealed that KPMG has not received a retainer in connection with its retention and employment by the Debtors, and that in the 90 days preceding the Petition Date, KPMG did not receive any transfer of an interest in property of the Debtors. KPMG, hence, waives any and all prepetition claims against the Debtors. With respect to the scope of the services under the Engagement Letter, KPMG has not been engaged as a tax return provider under Section 301.7701-15 of the Treasury Regulation, and will not be providing an opinion with respect to the preparation of tax returns in connection with its retention and employment, Mr. Heckler asserted. 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 US$2.2 billion against total debts of US$3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Has OK to Further Extend E&Y Work -------------------------------------------------- Reader's Digest Association Inc. and its units obtained approval of their second amended supplemental application to expand the scope of the employment of Ernst & Young LLP, as auditor, to include certain additional services, nunc pro tunc to October 15, 2009. Pursuant to the Additional Engagement Letter, Ernst & Young will provide these services: (a) audit and report on the consolidated financial statements of The Reader's Digest Association, Inc., at and for the period from July 1, 2009, to January 30, 2010; (b) consultation and research services related to the accounting and financial reporting guidance in FASB Accounting Standards Codification 852, Reorganizations, including "Fresh Start" accounting and the related review of the Company's "Fresh Start" valuation and disclosure; and (c) accounting services related to the potential financing of Reader's Digest upon emergence from Chapter 11 reorganization, including the review of unaudited interim financial information, the review of financing documents and information included in the documents, preparation of required "comfort letters" and other services directly related to the financing. For the January 30, 2010 Financial Statement Audit Services, Ernst & Young will be paid a flat fee of $2,162,400, plus reimbursement of expenses, for up to 12,400 hours of professional hours. If Ernst & Young's professional hours incurred in providing Audit Services exceed 12,400 hours, the firm will be paid at a flat hourly rate of $200 per hour for any hours in excess of 12,400 hours. For the Fresh Start and Financial Accounting Services, Ernst & Young will be paid based on its hourly rates for those services: Level Rates ----- ----- Partner $547 Senior Manager $487 Manager $426 Senior $304 Staff $213 Thomas A. Williams, Reader's Digest's chief financial officer and senior vice president, assures Judge Drain that Ernst & Young's services will not duplicate or overlap with the services being performed by the Debtors' other retained consultants and advisors. 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 US$2.2 billion against total debts of US$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) REMOTEMDX INC: Settles GPS Offender Tracking Patent Litigation -------------------------------------------------------------- RemoteMDx Inc. together with its subsidiary SecureAlert, Inc. and Satellite Tracking of People LLC of Houston, Texas have settled lawsuits pending in Texas and California and entered into a settlement agreement, which encompasses the cross-licensing of certain patents and related technology, inclusive of but not limited to the patents that were the subject of the litigation. Under the settlement agreement, STOP and RemoteMDx have stipulated to the termination of all litigation between them, acknowledged infringement and validity of the patents-in-suit, and agreed to license a portfolio of certain of each other's patents and related technology. In consideration of the net value of the licenses and rights granted between the parties, RemoteMDx will pay STOP a settlement fee, as well as royalty payments based on future RemoteMDx one-piece GPS tracking device and related monitoring service revenues, subject to certain revenue thresholds, minimums and conditional adjustments. The licensing agreement will provide RemoteMDx with access to STOP's RE39,909 one-piece patent and certain other STOP patents, while RemoteMDx grants rights in its U.S. Patent No. 7,330,122 and certain other RemoteMDx patents to STOP. John Hastings, President and Chief Operating Officer of RemoteMDx, stated, "We are pleased to add depth to our patent portfolio with this settlement agreement. It adds significant value to our company, products and services, while permitting us to continue to develop important intellectual property strength throughout critical areas, as we provide our services to corrections and law enforcement agencies throughout the world." Mr. Hastings added, "The licensing of STOP and RemoteMDx intellectual properties will better serve the needs of a continuously expanding offender tracking marketplace and the agencies and customers served by both companies, which will allow us to better meet the needs of our respective customer bases. We can concentrate our resources and energies to focus on our future growth, which is in the best interests of our stakeholders." Steve Logan, Chief Executive Officer of STOP, commented, "STOP has made significant investments in our acquisition and development of the patents around our GPS device. Our patents include the original one-piece tracking technology from the 1990's, an approach counter-intuitive to the offender GPS technology at that time that has since become the preferred standard for offender tracking. While STOP's focus is providing one-piece GPS devices and services directly to governmental agencies, we also pride ourselves in being in the position to supply technology and intellectual property to this growing industry." Mr. Logan added, "We are very pleased to have reached an agreement with RemoteMDx and SecureAlert, and believe this positions each company to better serve the offender tracking marketplace through enhanced and ever-evolving technologies." Going Concern Doubt According to the Troubled Company Reporter on Jan. 18, 2010, Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed substantial doubt about RemoteMDx, Inc., and subsidiaries' ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. The independent public accounting firm reported that the Company has incurred losses and has an accumulated deficit. The Company reported a net loss of $23,081,500 on total revenues of $12,625,908 for the year ended September 30, 2009, compared to a net loss of $49,587,050 on total revenues of $12,403,677 for the same period ended September 30, 2008. The decrease in net loss of $26,505,550 is due primarily to reductions in communication and device costs, bringing software enhancements and product design in-house as opposed to using high priced third-party vendors, and the reduced use of consulting services by bringing these services in-house. About RemoteMDx Inc. Headquartered in Sancy, Utah, RemoteMDx Inc. (OTCBB: RMDX), http://www.remotemdx.com/-- markets and deploys offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. RENEW ENERGY: Creditor Pushes for Ch. 7 Conversion -------------------------------------------------- Law360 reports that the receiver for Renew Energy LLC's chief unsecured creditor is pressing to convert the case to a Chapter 7 liquidation, saying the pursuit of a costly and quixotic Chapter 11 plan is unjustifiable, especially as the debtor has closed the $72 million sale of its main ethanol plant. Headquartered in Jefferson, Wisconsin, Renew Energy LLC -- http://www.renewenergyllc.com/-- operates an ethanol plant facility. The Company filed for Chapter 11 on January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491). Christopher Combest, Esq., at Quarles & Brady LLP, represents the Debtor in its restructuring efforts. William T. Neary, the United States Trustee for Region 11, appointed five creditors to serve on an Official Committee of Unsecured Creditors. The Debtor disclosed $188,953,970 in total assets and $194,410,573 in total debts. RICK ALAN SHORT: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Rick Alan Short Jo Ann Short 316 Moonwater Ct Hermitage, TN 37076 Bankruptcy Case No.: 10-01218 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Marian F. Harrison Debtors' Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church St Ste 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.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 $3,826,420 and total debts of $3,579,491. A full-text copy of the Debtors' petition, including a list of their 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnmb10-01218.pdf The petition was signed by the Joint Debtors. RIVER WEST: Can Access Joffco Square Rental Income Until March 20 ----------------------------------------------------------------- The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois, in a fourth interim order, authorized River West Plaza-Chicago, LLC, dba Joffco Square to: -- use cash collateral of Bank of America, N.A., including but not limited to the rental income of Joffco Square until March 20, 2010; and -- grant adequate protection to BofA. A continued hearing on the Debtor's use of cash collateral will be held on March 17, 2010, at 10:00 a.m. The Debtor would use the cash collateral to pay operating and overhead expenses of Joffco Square. As adequate protection, the Debtor will continue operating Joffco Square. In addition, the Debtor will continue to make interest payments to the lender. River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois limited liability company, with its principal office located at 5 Revere Drive, Suite 200, Northbrook, Illinois 60062. The Company filed for Chapter 11 bankruptcy protection on December 7, 2009 (Bankr. N.D. Ill. Case No. 09-46258). Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RIVERBEND LEASING: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Riverbend Leasing LLC aka River Bend Leasing LLC PO Box 45880 Coralville, IA 52241 Bankruptcy Case No.: 10-00428 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Southern District of Iowa - Database (Davenport) Judge: Anita L. Shodeen Debtor's Counsel: Jeffrey D. Goetz, Esq. 801 Grand Ave, Ste 3700 Des Moines, IA 50309-8004 Tel: (515) 246-5817 Fax: (515) 246-5808 Email: bankruptcyefile@bradshawlaw.com 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 $9,302,964, and total debts of $12,439,210. A full-text copy of the Debtor's petition, including a list of its 6 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/iasb10-00428.pdf The petition was signed by John R. Pratt, manager of the Company. SALTON INC: Moody's Withdraws 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service has withdrawn all ratings for Salton Inc. as Salton decided it no longer needed to pursue the $180 million proposed term loan. Because of the aforementioned and because Salton has no other rated debt, Moody's Investors Service is required to withdraw all ratings on Salton in accordance with Moody's Withdrawal Policy. These ratings were withdrawn: * Corporate Family Rating at B2; * Probability of Default Rating at B2; and * $180 million senior secured term loan rating at B3 The last rating action was on October 15, 2009, where Moody's assigned an initial B2 corporate family rating to Salton and a B3 rating on its proposed secured credit facility. Salton Inc. located in Miramar, Florida, markets and distributes a wide range of small kitchen and home appliances through mass merchandisers, specialty retailers and appliance distributors. Salton's brand portfolio includes Black & Decker(R), George Foreman(R), Russell Hobbs(R), Toastmaster(R), LitterMaid(R), and Farberware(R). The company distributes internationally with fifty percent of its sales outside the U.S. Net sales for the year ended June 30, 2009, were approximately $800 million. SENSATA TECHNOLOGIES: Files Form 10-K for Fiscal Year 2009 ---------------------------------------------------------- Sensata Technologies B.V. filed with the Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended December 31, 2009. As of December 31, 2009, the Company had total assets of $3,163,127,000 against total liabilities of $2,776,380,000, resulting in shareholder's equity of $386,747,000. "Our liquidity requirements are significant due to the highly- leveraged nature of our company. As of December 31, 2009, we had $2,300.8 million in outstanding indebtedness, including our outstanding capital lease and other financing obligations," the Company said in its Form 10-K report. As reported by the Troubled Company Reporter on January 28, 2010, Sensata Technologies said fourth quarter 2009 net income was $14.1 million versus a net loss of $52.2 million for the same period in 2008. Full year 2009 net loss was $27.0 million versus a net loss of $134.5 million for the same period in 2008. Fourth quarter 2009 net revenue was $338.1 million, an increase of $70.5 million or 26.3% from the fourth quarter 2008 net revenue of $267.6 million. Full year 2009 net revenue was $1.134 billion, a decrease of $287.7 million or 20.2% from the full year 2008 net revenue of $1.422 billion. In its Form 10-K, Sensata said restructuring charges related to all of its restructuring programs for fiscal years 2009 and 2008 were $18.1 million and $24.1 million, respectively. Beginning in the second half of fiscal year 2008 and continuing into fiscal year 2009, Sensata implemented several restructuring activities to reduce costs given the decline in Sensata's net revenue. The restructuring activities consisted of reducing the workforce in Sensata's business centers and manufacturing facilities throughout the world and moving certain manufacturing operations to low-cost countries. Restructuring charges associated with its 2008 Plan totaled of $18.3 million for fiscal year 2009 and consists of $12.9 million related to severance, $4.8 million related to pension settlement, curtailment and other related charges, and $0.6 million related to other exit costs. The total cost of the restructuring activities related to the 2008 Plan is expected to be $41.6 million, of which $41.3 million has been incurred to date through fiscal year 2009. In addition, in fiscal year 2009, Sensata recognized a credit of $200,000 in its consolidated statement of operations associated with certain facility exit costs related to the First Technology Automotive Plan. A full-text copy of the Form 10-K report is available at no charge at http://ResearchArchives.com/t/s?5199 About Sensata Technologies Almelo, Netherlands-based Sensata Technologies B.V. -- http://www.sensata.com/-- supplies sensing, electrical protection, control and power management solutions. Owned by affiliates of Bain Capital Partners, LLC, a global private investment firm, and its co-investors, Sensata employs approximately 9,500 people in nine countries. Sensata's products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning, data, telecommunications, recreational vehicle and marine applications. * * * As reported by the Troubled Company Reporter on December 7, 2009, Moody's Investors Service has upgraded Sensata Technologies B.V.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2, as well as the company's senior secured credit facility to B2, senior unsecured notes to Caa2, and senior subordinated notes to Caa3. In a related rating action, Moody's affirmed the company's Speculative Grade Liquidity rating at SGL-3. The outlook is positive. SEQUENOM INC: BlackRock Reports 5.99% Equity Stake -------------------------------------------------- BlackRock Inc. disclosed that as of December 31, 2009, it may be deemed to beneficially own 3,666,273 shares or roughly 5.99% of the common stock of Sequenom, Inc. Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics analysis company. The Company is focused on providing products, services, diagnostic testing, applications and genetic analysis products that translate the results of genomic science into solutions for biomedical research, translational research, molecular medicine applications, and agricultural, livestock and other areas of research. As of September 30, 2009, the Company had total assets of $101,942,000 against total current liabilities of $18,489,000, deferred revenue, less current portion of $384,000, other long- term liabilities of $3,693, and long-term portion debt and obligations of $2,141,000. The Company added that there is substantial doubt about its ability to continue as a going concern. Although the Company related that its cash, cash equivalents and current marketable securities will be sufficient to fund its operating expenses and capital requirements through 2010, it will require significant additional financing in the future to fund its operations. SEQUENOM INC: Franklin Resources Reports 3.7% Stake --------------------------------------------------- Franklin Resources, Inc.; Charles B. Johnson; and Rupert H. Johnson, Jr., disclosed that as of December 31, 2009, they may be deemed to beneficially own 2,269,120 shares or roughly 3.7% of the common stock of Sequenom, Inc. Charles B. Johnson and Rupert H. Johnson, Jr., each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics analysis company. The Company is focused on providing products, services, diagnostic testing, applications and genetic analysis products that translate the results of genomic science into solutions for biomedical research, translational research, molecular medicine applications, and agricultural, livestock and other areas of research. As of September 30, 2009, the Company had total assets of $101,942,000 against total current liabilities of $18,489,000, deferred revenue, less current portion of $384,000, other long- term liabilities of $3,693, and long-term portion debt and obligations of $2,141,000. The Company added that there is substantial doubt about its ability to continue as a going concern. Although the Company related that its cash, cash equivalents and current marketable securities will be sufficient to fund its operating expenses and capital requirements through 2010, it will require significant additional financing in the future to fund its operations. SEQUENOM INC: Inks License Agreement With Optherion --------------------------------------------------- Clarke W. Neumann, Vice President and General Counsel at Sequenom, Inc., reports that on February 4, 2010, the Company entered into a license agreement with Optherion, Inc., pursuant to which Optherion has granted the Company an exclusive, worldwide, royalty-bearing license (with the limited right to sublicense) to develop and commercialize products covered by the patent claims and know-how licensed under the agreement for diagnostic uses for research, laboratory developed tests or in vitro diagnostic tests, for use with any and all types of technology platforms. The license agreement covers extensive intellectual property rights for significant age-related macular degeneration related genetic variants. Pursuant to the terms of the agreement, the Company has agreed to conduct developmental activities with respect to the licensed products for use with therapeutic products being developed by Optherion, and the Company also has agreed to use commercially reasonable efforts to develop and commercialize the licensed products, including the achievement of specified commercial milestones. In the event that the first commercial sale of a licensed product in the United States has not occurred on or before January 31, 2011, the Company will pay Optherion a non-creditable license maintenance fee equal to $260,000 per year. The license maintenance fee will be pro-rated for any period less than a full year before the first commercial sale of a licensed product in the United States. Following the first commercial sale of a licensed product in the United States, the Company will no longer be required to pay the license maintenance fee, but instead the Company will pay Optherion a minimum royalty payment each year during the term of the agreement ranging between $260,000 and $270,000 per year. The minimum payment will be creditable against any royalties due based upon licensed product sales. The Company also agreed to make payments to Optherion upon the achievement of specified development, regulatory and commercial milestones, and during the life of the patent claims licensed under the agreement, royalties on the cumulative worldwide annual net sales of products successfully developed and commercialized covered by the patent claims and know-how licensed under the agreement. The Company also agreed, upon entry into the agreement, to reimburse Optherion for its prior patent related costs and expenses in the amount of $1,071,651. The agreement will remain in force in each country until the expiration of the Company's obligation to make royalty payments in such country, subject to earlier termination by either party upon uncured material breach or other specified circumstances. Optherion may terminate the agreement if the Company challenges the validity of any patent covered by the licensed technology, if the Company abandons or suspends its research, development, marketing or commercialization of the licensed products, or if the Company fails to comply with certain insurance requirements set forth in the agreement. The Company may terminate the agreement for any reason upon 90 days' prior written notice, provided that if such notice of termination is delivered prior to the first anniversary of the effective date of the agreement, the Company will be required to pay Optherion a non-creditable termination fee of $2,000,000. In the event that the agreement expires pursuant to its terms, the Company will retain the licenses and sublicenses granted under the agreement as fully paid and royalty free, subject to certain specified limitations. About Sequenom Inc. Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics analysis company. The Company is focused on providing products, services, diagnostic testing, applications and genetic analysis products that translate the results of genomic science into solutions for biomedical research, translational research, molecular medicine applications, and agricultural, livestock and other areas of research. As of September 30, 2009, the Company had total assets of $101,942,000 against total current liabilities of $18,489,000, deferred revenue, less current portion of $384,000, other long- term liabilities of $3,693, and long-term portion debt and obligations of $2,141,000. The Company added that there is substantial doubt about its ability to continue as a going concern. Although the Company related that its cash, cash equivalents and current marketable securities will be sufficient to fund its operating expenses and capital requirements through 2010, it will require significant additional financing in the future to fund its operations. SKI MARKET: Court Approves Sale of Assets to Gordon Brothers ------------------------------------------------------------ Jon Chesto at The Daily News Tribune says a federal court approved the sale of Ski Market's inventory to Gordon Brothers. According to Bicycle Retailer, Gordon Brothers will liquidate the company's remaining assets by the end of March, and close company's last seven locations. Gordon Brother outbid five other buyers at a February 1 auction. Bicycle Retailer notes Gordon Brothers will pay 75.25% of the cost value of the company's merchandise. Ski Market said it expects to net $1.3 million from the sale, which money will be distributed to its primary secured lender. About Ski Market Based in Wellesley, Massachusetts, The Ski Market Ltd., Inc., dba St. Moritz, Underground Snowboard, P-51; National Ski & Bike; National Ski Wholesalers; and Sports Replay -- filed for Chapter 11 bankruptcy on December 29, 2009 (Bankr. D. Mass. Case No. 09-22502). Judge Henry J. Boroff presides over the case. Joseph H. Baldiga, Esq., at Mirick, O'Connell, DeMallie, Lougee, serves as counsel. The Debtor listed $1,000,001 to $10,000,000 in estimated assets; and $10,000,001 to $50,000,000 in estimated debts when it filed for bankruptcy. The Debtor is seeking to sell substantially all of its assets as part of its bankruptcy. STANDARD PACIFIC: Earns $82.7 Million in Fourth Quarter ------------------------------------------------------- Standard Pacific Corp. said it generated net income of $82.7 million for quarter ended Dec. 31, 2009, compared with a net loss of $397.8 million during the year-earlier period. Net income for the 2009 fourth quarter included an income tax benefit of $94.1 million related to recently enacted tax legislation that extended the carryback of net operating losses from two years to five years. The 2009 fourth quarter results included asset impairment charges of $11.2 million versus $443.6 million in the prior year quarter and also included $5.1 million in debt refinancing and other restructuring charges. Excluding asset impairment and restructuring charges and the tax benefit, the Company generated net income of $4.0 million during the 2009 fourth quarter. Homebuilding revenues for the year ended December 31, 2009 were $1.17 billion versus $1.54 billion in the prior year. The Company generated a net loss of $13.8 million, or $0.06 per diluted share, for 2009, compared to a net loss of $1.23 billion, or $9.14 per diluted share, for 2008. The Company's average home price for the fourth quarter was up 5% to $318,000 versus $302,000 for the 2009 third quarter and down 3% from the prior year quarter. On a same plan community basis, which adjusts for shifts in product mix, the fourth quarter average home price was up 1% over the 2009 third quarter and down 5% versus the 2008 fourth quarter. Gross margin from home sales for the fourth quarter was 18.1% versus 18.6% for the 2009 third quarter and, excluding impairments, was 20.3%* versus 18.6%* for the same periods. The Company generated $100.9 million of cash flows from operations during the 2009 fourth quarter which included $39.3 million of proceeds from land sales and $35.3 million in land purchases. For the full year 2009, the Company generated $411.1 million of cash flows from operations and ended the year with $602.2 million of homebuilding cash. Excluding land purchases and proceeds from land sales, cash flows from operations for the year ended December 31, 2009 were $372.1 million. In addition, the Company expects to receive a $103 million federal tax refund during the 2010 first quarter. The Company reduced the principal amount of its homebuilding debt during 2009 by $322 million, from $1.51 billion to $1.19 billion. Homebuilding debt due before 2013 declined from $838 million to $239 million, and the Company ended the year with an adjusted net homebuilding debt to total adjusted book capital ratio of 56.0%* versus 67.8% as of December 31, 2008. Unconsolidated joint venture recourse debt was reduced by $135.1 million during the year, bringing total joint venture recourse debt to $38.8 million as of December 31, 2009. A full-text copy of the company's fourth quarter results is available for free at http://ResearchArchives.com/t/s?50d3 Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) -- http://www.standardpacifichomes.com/-- one of the nation's largest homebuilders, has built more than 108,000 homes during its 43-year history. The Company constructs homes within a wide range of price and size targeting a broad range of homebuyers. Standard Pacific operates in many of the largest housing markets in the country with operations in major metropolitan areas in California, Florida, Arizona, the Carolinas, Texas, Colorado and Nevada. The Company provides mortgage financing and title services to its homebuyers through its subsidiaries and joint ventures, Standard Pacific Mortgage, Inc. and SPH Title. As of September 30, 2009, the Company had $2.068 billion in total assets against $1.717 billion in total liabilities. * * * Standard Pacific Corp. carries 'Caa1' long term corporate family and probability of default ratings from Moody's. It has a 'CCC+' issuer credit ratings from Standard & Poor's. It carries a 'CCC' long term issuer default rating from Fitch. STANT CORP: Unsec. Claims to Get Pro Rata Share of Committee Cash ----------------------------------------------------------------- Stant Corp., now known as SPC Seller Inc., and its units, together with the Official Committee of Unsecured Creditors, filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement relating to their Plan of Reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for holders of allowed general unsecured claims to receive their pro rata portion of the committee cash payment fund on the distribution date. Under the Plan, all interests in the Debtors are cancelled. The holders of interest will receive no distribution on account of the interest and are deemed to reject the Plan. The provisions that govern implementation of the Plan, include, among other things: -- cancellation of instruments and stock; -- dissolution of Debtors as corporate entities; and -- appointment of the disbursing agent. Cash payments made pursuant to the plan will be in U.S. funds, by the means, including by check or wire transfer, determined by the disbursing agent. Checked issued by the disbursing agent in respect of allowed claims will be nulls and void if not cashed within 90 days of the date of their issuance. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SPCSeller_DS.pdf Stant Corp. and five affiliated companies filed for Chapter 11 bankruptcy protection on July 27, 2009 (Bankr. D. Del. 09-12647). Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware, serve as the Debtors' counsel. In its petition, Stant Corp. listed $50 million to $100 million in debts against $50 million to $100 million in assets. STAR TRIBUNE: Employees Pay Tribute to Fallen Comrades ------------------------------------------------------ Eric Morath at Dow Jones' Daily Bankruptcy Review reports that employees at Star Tribune are paying homage to their departed colleagues by taking out a $3,225 advertisement in the Star Tribune. DBR relates the ad recognizes the "knowledge, professionalism and passion for journalism" of the 140 newsroom employees at Star Tribune who have been terminated since 2007, including 25 on their way out. DBR notes Star Tribune Holdings Corp. has cut nearly 1,000 total employees from its payroll since January 2007, leaving the company with half the number of workers it had three years ago. DBR further notes that despite dumping $380 million in debt as part of its bankruptcy reorganization, Star Tribune announced late last year that it would eliminate another 110 jobs as part of further cost cutting. About Star Tribune Headquartered in Minneapolis, Minnesota, The Star Tribune Company -- http://www.startribune.com/-- operates the largest newspaper in the state of Minnesota and published seven days each week in an edition for the Minneapolis-Saint Paul metropolitan area. The Company and its affiliate, Star Tribune Holdings Corporation, filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10244). Attorneys at Davis Polk & Wardwell, represented the Debtors in their restructuring effort. Blackstone Advisory Services L.P. served as financial advisor. The Garden City Group, Inc., served as noticing and claims agent. Attorneys at Lowenstein Sandler PC, represented the official committee of unsecured creditors. In its bankruptcy petition, Star Tribune listed assets and debts between $100 million and $500 million each. Judge Robert Drain at the U.S. Bankruptcy Court for the Southern District of New York confirmed the company's plan of reorganization, which was overwhelmingly supported by the company's creditors, on September 17, 2009. Star Tribune emerged from Chapter 11 on September 28, 2009. According to Daily Bankruptcy Review, senior lenders, who were owed $392 million, became the Company's new owners. Star Tribune took on most of that debt when private-equity firm Avista Capital Partners bought the paper from McClatchy Co. for $530 million in 2007. Avista lost its ownership as part of the bankruptcy reorganization. STERLING GRACE FAITH: Case Summary & 1 Largest Unsecured Creditor ----------------------------------------------------------------- Debtor: Sterling Grace Faith, LLC 901 3rd Avenue Wanamingo, MN 55983 Bankruptcy Case No.: 10-30820 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court District of Minnesota (St Paul) Debtor's Counsel: Michael A. Weber, Esq. Weber Law Group P A 900 IDS Center, 80 S 8th Street Minneapolis, MN 55402 Tel: (612) 455-4582 Fax: (612) 225-1840 Email: mweber@mweberlaw.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 $1,152,478 and total debts of $1,214,259. The Debtor identified Twin Cities-Metro Certified Dev. Co. with a debt claim for $524,177 (Collateral FMV $364,252) as its largest unsecured creditor. A full-text copy of the Debtor's petition, including a list of its largest unsecured creditor, is available for free at: http://bankrupt.com/misc/mnb10-30820.pdf The petition was signed by Pat Meyers, chief manager of the Company. SYNOVUS FINANCIAL: Ratings on Neg. Watch Due to 6th Straight Loss ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including the 'BB-' long-term counterparty credit rating, on Synovus Financial Corp. on CreditWatch with negative implications. "The negative CreditWatch listing on Synovus reflects S&P's opinion that continued elevated credit costs will likely challenge the company's profitability and relatively weak capital, at least through 2010," said Standard & Poor's credit analyst Daniel E. Teclaw. Synovus reported its sixth consecutive quarterly loss for fourth- quarter 2009, despite a reduction in net charge-offs. The company's problem assets are heavily concentrated in its residential construction and development and land loans. This $3.4 billion portfolio, 11% of loans, is located in the currently troubled economies of the Southeast U.S., with 18% in Atlanta. The portfolio accounted for 54% of total fourth-quarter charge- offs and still makes up 48% of total nonperforming loans, 36% of which are in Atlanta. Synovus categorized 21.3% of its residential construction and development and land loans as nonperforming at year-end. The company's tangible common equity to tangible assets ratio of 5.79%, also weak relative to peers, compounds S&P's concern about its poor credit quality. "Because S&P believes that the Southeast may not yet be stabilizing, S&P expects that material remaining losses could be embedded in the portfolio, and that these could stress the company's capital base further," added Mr. Teclaw. S&P could lower the ratings on Synovus if S&P believes asset quality measures will continue to erode profitability and, ultimately, capital. Conversely, S&P could affirm the ratings if S&P gets comfortable that the company can withstand the expected deterioration S&P anticipates in its loan portfolio. TANA SEYBERT: December Auction for Remaining Assets Nets $3.1-Mil. ------------------------------------------------------------------ Tana Seybert LLC, now known as UTBTS, LLC, filed a report with the Bankruptcy Court on the results of a December 2, 2009 auction on its miscellaneous remaining assets. The Debtor was assisted by GoIndustry USA, Inc., which does business as GoIndustry-DoveBid. NetDockets relates the auction drew 300 registered bidders and was successful in selling all but six of the items put up for sale. The auction generated more than $3.35 million in proceeds, which resulted in net proceeds paid to Tana Seybert's estate of approximately $3.1 million, after deducting GoIndustry-DoveBid's fees. NetDockets says the December 2009 auction covered Tana Seybert's remaining assets, which consisted mostly of remaining "machinery, furniture, fixtures, equipment." Pursuant to the court's order authorizing the retention of GoIndustry-DoveBid to conduct the auction, GoIndustry-DoveBid guaranteed Tana Seybert's estate a minimum (or floor) recovery of $2.7 million. GoIndustry-DoveBid was then entitled to retain the next $200,000 of auction proceeds (i.e., proceeds between $2.7 and 2.9 million) and proceeds above $2.9 million were shared with 90% going to Tana Seybert's estate and 10% going to GoIndustry-DoveBid. As reported by the Troubled Company Reporter on October 9, 2009, Tana Seybert sought permission from the Court to sell assets its intellectual property, customer lists and some machinery and equipment. Unimac Tana Seybert LLC agreed to purchase the Debtors' assets for $679,510, cash, plus 70% of cost of usable paper stock on hand. That sale was completed on October 16, 2009. About Tana Seybert New York City-based Tana Seybert LLC and its affiliates filed For Chapter 11 on Sept. 11, 2009 (Bankr. S. D. N.Y. Case No. 09-15478). Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP represents the Debtors in their restructuring efforts. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. THORNBURG MORTGAGE: Hearing Today on Sale to Select Portfolio ------------------------------------------------------------- The Chapter 11 Trustee of TMST Home Loans Inc., fka Thornburg Mortgage Home Loans Inc., selected Select Portfolio Servicing, Inc. as the successful bidder, and PennyMac Corp. as the back-up bidder. The Bankruptcy Court has scheduled the sale hearing on Feb. 10, 2010, to consider approval of the sale of Servicing Portfolio, followed by sale closing on Feb. 26, 2010. A full-text copy of Select Portfolio's sale agreement is available for free at http://ResearchArchives.com/t/s?5173 A full-text copy of PennyMac Corp.'s sale agreement is available for free at http://ResearchArchives.com/t/s?5174 About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Thornburg has changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has been tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as investment banker and financial advisor. Protiviti Inc. has also been engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. In its bankruptcy petition, Thornburg listed total assets of $24,400,000,000 and total debts of $24,700,000,000, as of January 31, 2009. On October 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging Strategies, Inc. TOTES ISOTONER: Moody's Upgrades Corporate Family Rating to 'B3' ---------------------------------------------------------------- Moody's Investors Service upgraded totes>>Isotoner Corporation's corporate family rating and first lien secured term loan to B3 from Caa1. The ratings outlook was revised to stable from negative. The ratings upgrade reflects Totes' improved operating performance and credit metrics stemming from modest revenue growth, reduced operating expenses, and material debt reduction from both excess cash flow and a moderate capital structure change that occurred in April 2009. Totes' liquidity has improved as a result, and is expected to remain adequate over the next twelve months. The B3 rating and stable outlook reflect Moody's expectation that Totes will sustain the recent improvements in profitability and metrics, despite the expectation for a sluggish recovery in economic conditions in calendar 2010. The rating also anticipates continued adequate liquidity, including ample covenant headroom, lower average revolver borrowing, and use of free cash flow for debt reduction and investments to fund growth. Growth is expected to include new product or market development, or modest acquisitions funded with cash. The company's leading position in its product niche, portfolio of well-recognized brand names, and its broad product, distribution and customer diversification continue to provide support to the ratings. Constraints for the ratings include Totes' moderate scale in the apparel and accessories sector, commoditized nature of its product categories, high seasonality and exposure to unfavorable weather conditions. Despite the recent improvement, the company's financial metrics remain weak. Ratings upgraded: -- Corporate Family Rating to B3 from Caa1; -- Probability of Default rating to B3 from Caa1; -- First lien term loan to B3 (LGD4, 50%) from Caa1 (LGD4, 52%) Ratings affirmed: -- Second lien term loan at Caa2 (LGD5, 79%) The ratings outlook is stable. The last rating action on Totes occurred on July 1, 2009, when Moody's downgraded the company's CFR to Caa1 with a negative outlook. Based in Cincinnati, Ohio, Totes is an international designer, marketer and distributor of cold and wet weather accessories, slippers, flip-flops and sunglasses with revenue exceeding $300 million. The company distributes umbrellas and related products primarily under the "totes" and "Raines" brands, cold- weather products (hats, gloves, scarves) and slippers under the "Isotoner" brands, and sandals, flip flops and thongs under the "ESNY" brand and private labels. TOUSA INC: Avoidance Suits Commenced vs. 1st Lien Lenders --------------------------------------------------------- The Official Committee of Unsecured Creditors in Tousa Inc.'s cases filed an adversary complaint before the Bankruptcy Court on January 27, 2010, seeking to avoid certain prepetition fraudulent and preferential transfers against these lender parties, otherwise referred to as the "Additional First Lien Lenders:" * Tennenbaum Multi-Strategy Master Fund * Tennenbaum Capital SPC * Marathon Financing I, B.V. * Esperance c/o Scotiabank (Ireland) Limited * Fortress Credit Investments I Ltd. * Fortress Credit Investments II Ltd, * Goldman Sachs Lending Partners LLC * CMTGLQ Investors, L.P. * DBA FKA SSIG * SPF One LQ L.L.C. * Fall Creek CLO Ltd. The Additional First Lien Lenders are among the lenders that loaned to TOUSA, Inc., $500 million for the financing of a settlement of disputes related to a joint venture known as the Transeastern Joint Venture, according to the Committee. In March 2005, an entity known as TE/TOUSA LLC was formed by Debtor TOUSA Homes LP and Falcone Ritchie LLC for the purpose of acquiring substantially all of the assets of Transeastern Properties, Inc. To fund the acquisition, TOUSA Homes LP, TOUSA, Inc. and subsidiaries of the Transeastern JV entered into three credit agreements totaling $675 million from certain lenders. The Transeastern JV, however, floundered and certain of the Transeastern Lenders sued TOUSA Inc. and TOUSA Homes LP on account of the Transeastern Debt. To resolve the litigation and other issues under the Transeastern JV, the Debtors consummated a global settlement. As part of the Transeastern Global Settlement, the TOUSA Guarantors, the Transeastern JV Subsidiaries, The CIT Group/Business Credit, Inc., and the lenders under a Senior Credit Agreement entered into a Settlement and Release Agreement dated July 31, 2007. Pursuant to the CIT Settlement Agreement and a related pay-off letter, EH/Transeastern, LLC and TE/TOUSA Senior, LLC, two of the Transeastern JV Subsidiaries, agreed to pay $421,522,193 to CIT on July 31, 2007, with an additional payment of about $140,000 per day in interest. Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., in Miami Florida, relates that funding of the settlement payments under the Transeastern Settlement were from three credit facilities, totaling $500 million, that TOUSA, Inc., TOUSA Homes LP and certain Conveying TOUSA Subsidiaries entered into on July 31, 2007. The Conveying TOUSA Subsidiaries guaranteed the $500 million Facility. Among the lenders that extended the New $500 million Facility are the Tennenbaum Defendants, the Committee notes. The Committee insists that the Conveying TOUSA Subsidiaries did not receive reasonably equivalent value: -- from the New Lenders, including the Additional First Lien Lenders, in exchange for incurring secured debt obligations under the Term Loans referred to as New Lender Claim and Lien Transfers; or -- (i) from CIT and the Transeastern Lenders in exchange for the transfer of over $421 million in satisfaction of the Transeastern Debt, or (ii) from Doe New Subordinated Notes Successor Trustee on $20 million of new paid-in-kind notes. On the Committee's behalf, Ms. Redmond asserts that on July 31, 2007, the Conveying TOUSA Subsidiaries were (i) either insolvent or rendered insolvent by the Fraudulent Transfers, (ii) left with unreasonably small capital, or (iii) incurring debts beyond their ability to pay as the debts matured. The Committee also seeks to avoid as a preferential transfer any security interest allegedly granted by any of the Debtors to the New Lenders, including the Additional First Lien Lenders, in respect of a tax refund of about $210 million that the Debtors received in June 2008. Accordingly, under its Complaint, the Committee thus asks the Court to: (1) avoid the New Lender Claim and Lien Transfers under Sections 726.105, 726.106 and 726.108 of the Florida Statutes, Sections 544(b), 548 and 550 of the Bankruptcy Code, and Sections 273, 274, 275 and 278 of the New York Debtor and Creditor Law against the Additional First Lien Lenders; (2) grant recovery of all amounts paid in connection with the New Claim and Lien Transfers from the Additional First Lien Lenders pursuant to Sections 726.105, 726.106 and 726.108 of the Florida Statutes, Sections 544(b) and 550 of the Bankruptcy Code, and Sections 273, 274, 275 and 278 of the New York Debtor and Creditor Law; (3) disallow or, in the alternative, reduce claims filed by the New Lenders seeking allowance of the full amount of the New Loans pursuant to Sections 502, 544, 548, and 550 of the Bankruptcy Code and Rules 3007 and 7001 of the Federal Rules of Bankruptcy Procedure; (4) avoid any security interest in the Tax Refund under Section 547 of the Bankruptcy Code; (5) avoid or require return of the Transeastern Transfers made to Fall Creek CLO, Ltd. pursuant to Sections 726.105, 726.106, and 726.108 of the Florida Statutes, Sections 544(b), 548 and 550 of the Bankruptcy Code and Sections 273, 274, 275 and 278 of the New York Debtor and Creditor Law; (6) enforce the Stipulated Final Order on Cash Collateral entered on June 20, 2008, to modify or eliminate the adequate protection liens and adequate protection claims and requiring disgorgement from Prepetition Secured Parties, any payments made as Adequate Protection under that Order or subsequent orders; and (7) grant other relief as the Court deems just. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TOUSA INC: Directors & Officers Seek Dismissal of Suit ------------------------------------------------------ To recall, the Official Committee of Unsecured Creditors in TOUSA Inc.'s cases already won judgment against secured lenders on claims that loans made six months before the Chapter 11 filing were fraudulent transfers. The bankruptcy judge required the lenders to post a total of $700 million in appeal bonds to stay enforcement of his October ruling that the transactions were voidable in bankruptcy. The Committee is now seeking authority from the Bankruptcy Court to sue another group of defendants to recover an additional $60 million from claims that a bail out and refinancing in mid- 2007 of a joint venture in Transeastern Properties Inc. resulted in fraudulent transfers. The Creditors Committee, if permitted, will sue for $50 million from Arthur and Edward Falcone, who were owners of the company that was Tousa's joint venturer in buying Transeastern in 2005. The Committee says that money given the Falcones and their companies in mid-2007 were fraudulent transfers. Parties Seek Dismissal of Complaint In separate filings, Technical Olympic, S.A., Konstantinos Stengos, Andreas Stengos, Andreas Stengos, and Marianna Stengou; Larry Horner, William Hasler, Michael Poulos, Susan Parks, and J. Bryan Whitworth, collectively known as the Outside Directors; Paul Berkowitz, David Schoenborn, Stephen Wagman and Russell Devendorf, collectively known as the Managers and Directors; and Antonio Mon, a member of TOUSA, Inc.'s Board of Directors, ask the Bankruptcy Court to dismiss the complaint filed by the Official Committee of Unsecured Creditors against them. The Committee's Complaint alleges two counts: (1) breach of fiduciary duty by the directors of the Debtors, and (2) aiding and abetting breach of fiduciary duty by Technical Olympic. With respect to the Committee's fiduciary claim, the Stengos, the Outside Directors, the Managers and Directors and Mr. Mon assert that Delaware law prohibits creditors from bringing direct claims against a company's board of directors. Even if the Committee's claim is derivative, the Director-Defendants argue that the fiduciary claim fails because they, as members of the Board of Directors of TOUSA, do not owe any fiduciary duties to any of the Debtor-Subsidiaries of TOUSA or the Debtor-Subsidiaries' creditors. The Director-Defendants further assert that the acts complained of by the Committee do not state a claim for relief in view of the substantial protections afforded to corporate directors under Delaware law. The Debtor-Subsidiaries have not been damaged by the actions about which the Committee complains, the Director- Defendants insist. The Committee's breach of fiduciary duty claim fails as a matter of law because prior actions of the Court have mooted those claims, and the Committee cannot sustain a claim for damages, the Director-Defendants tell the Court. Counsel to the Outside Directors, Michael P. Brundage, Esq., at Hill, Ward & Henderson P.A., in Tampa, Florida, adds that the Outside Directors served as directors of TOUSA and had no connection with any of the Debtor Subsidiaries. He further contends that the Committee Complaint should be dismissed because it is filled with conclusory allegations regarding the Subsidiaries, their purported solvency, and the acts of the Outside Directors. On behalf of the Managers and Directors, Jeffrey T. Foreman, Esq., at Kenny Nachwalter, P.A., in Miami, Florida, further asserts that the D&O action is nothing more than an impermissible direct creditor claim dressed up as a derivative action. He points out that the Committee has failed to allege facts sufficient to overcome the business judgment rule or the exculpatory provisions contained in the relevant Operating Agreements or certificates of incorporation. "As for the aiding and abetting claim against Technical Olympic, since the Committee cannot establish any breach of fiduciary duty, it cannot, as a matter of law, establish aiding and abetting breach of fiduciary duty," counsel to the Stengos and Technical Olympic, Andrew D. Zaron, Esq., at Hunton & Williams LLP, in Miami, Florida, contends. As a separate matter, Larry Horner, William Hasler, Michael Poulus, Susan Parks and J. Bryan Whitworth join in the Motion to Withdraw Reference of the D&O Action lodged by Technical Olympic, S.A., Konstantinos Stengos, Andreas Stengos, George Stengos, and Marianna Stengou, Antonio Mon, and Tommy McAden. In other matters, the Court approved the stipulation entered into between the Committee and Tommy McAden, extending the date by which Mr. McAden can answer or respond to the D&O Action through March 15, 2010. Moreover, pursuant to separate stipulations with the Committee, the deadline to answer or respond to the D&O Action is extended to February 8, 2010, for these defendants: * Candace Corra * Tom McAndrew * Gordon Stewart * Brian Konderik The stipulated extension is only applicable to the Stipulating Defendants. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TRIBUNE CO: Committee's Proposal to Prosecute 2007 LBO Claims ------------------------------------------------------------- The Official Committee of Unsecured Creditors in Tribune Co.'s cases asks leave from the Court for authority, on behalf of the Debtors' estates, to commence, prosecute and settle claims and counterclaims arising out of or in connection with the Debtors' 2007 leveraged buyout transaction. In 2006, Tribune Company's board of directors began to focus on a potential recapitalization or transaction with respect to the Debtors' businesses in response to urging from the Debtors' largest shareholders. Despite a failed auction process and a declining publishing business, Tribune Company nevertheless approved a LBO transaction in which the Debtors became obligated on a massive amount of debt and paid billions of dollars to shareholders to take the Company private, says Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, special counsel to the Committee. In order to finance the LBO, the Debtors became obligated on more than $10 billion in debt under a Senior Credit Facility and a Bridge Facility. The LBO debt was not secured other than through stock pledges, but was made structurally superior to Tribune Company's preexisting debt -- consisting of almost $1.3 billion of publicly held non-subordinated debt as well as trade and contractually subordinated debt -- by obtaining guarantees of the LBO Debt from many of Tribune Company's subsidiaries. The Creditors' Committee has decided to seek authority to assert objections to the Claims and to pursue other relief in connection with the LBO and the Facilities. The Committee believes there is substantial evidence that: (i) the LBO Debt was fraudulently incurred and should be avoided; (ii) the Claims should be equitably subordinated and disallowed; and (iii) related transfers should be avoided and recovered, including: (a) fees paid relating to the LBO and the Facilities; (b) principal and interest repaid on the LBO Debt prior to the Petition Date; and (c) payment at closing to satisfy preexisting debt. The Creditors' Committee alleges that JPMorgan Chase Bank, N.A., as Administrative Agent for the Senior Credit Facility, and Merrill Lynch Capital Corporation, as Administrative Agent for the Bridge Facility, are liable to the Debtors for damages relating to breaches of fiduciary duty in connection with the LBO Debt. According to Mr. Macauley, the Debtors were insolvent at the time of the LBO closings so that the obligations incurred under the Facilities, as well as payments of fees and repayments of principal and interest, should be avoided under constructive fraudulent transfers and other theories. Moreover, JPMCB, MLCC and others obtained the elevation in priority of Tribune Company's existing debt to them -- which had not been guaranteed by the Company's subsidiaries -- by obtaining guarantees from many of Tribune Company's subsidiaries on over $10 billion of LBO Debt, Mr. Macauley maintains. Aside from the proposed objections to the Claims, which exceed $10 billion and constitute a substantial majority of the total claims asserted in the Debtors' cases, the Derivative Causes of Action seek to avoid and recover very large transfers made by the Debtors in connection with the LBO, including: (a) almost $2 billion in principal and interest repaid on the LBO Debt; (b) more than $200 million in fees paid to the Lead Banks; (c) more than $30 million paid to the Debtors' financial advisors; and (d) more than $2.5 billion paid to the administrative agent for the 2006 Bank Debt that was satisfied in connection with the LBO. The Committee says it has not formally demanded that the Debtors themselves prosecute the Derivative Causes of Action because: (1) the Debtors themselves approved the LBO and will not want to pursue an action that attacks the LBO Debt; (2) the Debtors have no interest in litigating against the interests of future owners of the Debtors; after all, after plan confirmation and resolution or adjudication of the Derivative Causes of Action, the holders of the LBO Debt will own a substantial part of and most likely a majority of the Debtor's new equity; and (3) neither the Debtors' general bankruptcy counsel or conflicts counsel are able to litigate the Derivative Causes of Action. Mr. Macauley asserts that the Committee should be excused from the requirement to demand formally that the Debtors take action when the record is plain that "a formal request upon the Debtor to file an avoidance action would have been futile." "Given that the Derivative Causes of Action are colorable, their prosecution makes sense under a cost-benefit analysis and the demand requirement is excusable, the Court should grant derivative standing to the Committee to commence and prosecute the Derivative Causes of Action," Mr. Macauley avers. In a separate filing, the Committee seeks the Court's authority to file under seal Exhibit A to its Standing Motion. Exhibit A to the Standing Motion is a draft Complaint and Objection to Claims. Prior to the filing of the Standing Motion, the Committee had obtained information on a confidential basis from the Debtors and many other parties that had a connection with the LBO transaction and its financing. The Draft Complaint contains confidential information. Accordingly, the Committee obligates the Committee to file under seal any document that contains the confidential information, including the Draft Complaint. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Seeks Approval of Pacts With J. Faggio & New Haven -------------------------------------------------------------- Tribune Co. and its units ask the U.S. Bankruptcy Court for the District of Delaware to approve: (i) a settlement agreement between Debtor The Hartford Courant Company and Jennifer Faggio, both individually and as the Conservator of the Estate of Andrew Faggio; and (ii) a settlement agreement between the Hartford Courant and the City of New Haven. Ms. Faggio commenced a personal injury action in the Superior Court of the Middlesex Judicial District at Middletown Connecticut on December 29, 2004. Ms. Faggio filed a Third Amended Complaint against Leon Brown and Hartford Courant alleging injuries on account of an incident occurring on or about January 31, 2003, involving the operation of a motor vehicle by an alleged employee of Hartford Courant. It is claimed in the State Court Action that, as a result of the incident, Mr. Faggio has been hospitalized in a minimally conscious state. At the time of the incident, Debtor Tribune Company, the ultimate parent company of Hartford Courant, maintained certain insurance policies applicable to Hartford Courant. The deductible obligation in connection with the insurance coverage is $1 million. As of the Petition Date, the Debtors had expended approximately $522,298 in relation to insurance deductible obligations under the insurance coverage to the State Court Action, leaving a remaining insurance deductible of $477,701. The City of New Haven subsequently moved to intervene in the State Court Action as an intervening plaintiff asserting a worker's compensation lien arising from amounts it has expended as a result of the January 21, 2003 incident. On January 22, 2010, the Hartford Courant and Ms. Faggio entered into the Settlement Agreement pursuant to which the Debtors' insurers will pay to Ms. Faggio the sum of $5,579,478 and the Debtors' insurers will pay to the City of New Haven the sum of $2,000,000 in satisfaction of a worker's compensation lien held by the City of New Haven. Ms. Faggio has agreed that neither the Hartford Courant nor any of the Debtors will pay any portion of the Total Settlement Amount and no portion of the Total Settlement Amount will be enforced against any property or assets belonging to the Hartford Courant or any other Debtor. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants Plan Exclusivity Until June 8 ----------------------------------------------- Tribune Company and its debtor affiliates ask Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file a plan of reorganization through June 8, 2010, and solicit acceptances of that Plan through August 6, 2010. The Debtors relate that their "highly developed view" of a plan of reorganization is characterized by a de-leveraged Tribune, where most of the "moving parts" -- eg. the organizational framework, mechanics and infrastracture -- have been largely developed and the remaining issue centers on the allocation of distributable value between competing creditor groups. The Debtors are working towards filing their plan of reorganization prior to February 28, 2010, according to Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware. Mr. Reilley relates that the Debtors remain steadfast in their belief that a plan of reorganization proposed by them is the most appropriate, efficient and value maximizing manner in which to proceed. Whether the Debtors propose a global settlement or a framework to achieve a global resolution, the Debtors' process in infinitely preferable to a competing plan environment, Mr. Reilley asserts. "If exclusivity is terminated, dispute among creditor factions competing for their respective positions will almost certainly become the central focus of these cases," Mr. Reilley tells the Court. He adds that the proposed alternatives to the Debtors' plan process threaten to disrupt the Debtors' businesses and invite value destruction, effectively wiping out benefits from the plan negotiations. The Debtors assert that "cause" to extend the Exclusive Periods is demonstrated by their efforts, the progress in these cases and the prospects for plan confirmation in the near term, as will be described for the Court in greater detail at the hearing on this Motion. Moreover, the Debtors maintain, termination of exclusivity, in contrast, will all but ensure that litigation by warring factions will supplant plan negotiations, resulting in a prolonged and value-eroding stalemate, until the litigation is eventually resolved. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIDENT RESOURCES: May Propose Chapter 11 Plan Until May 6 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended Trident Resources Corp. and its affiliates' exclusive right to file a Chapter 11 plan or plans until May 6, 2010; and their exclusive right to solicit acceptances of that plan until July 6, 2010. As reported in the Troubled Company Reporter on January 12, 2010, Trident said it received equity investment/plan proposals from key stakeholder groups in late December, and believes more time is necessary to allow the Debtors to negotiate an acceptable proposal and process that will form the basis for moving forward in their cases. Trident and its advisors are also working with several providers of postpetition financing on terms and conditions for a potential DIP facility, and are engaged in advanced discussions with respect to the financing. Calgary, Alberta-based Trident Resources Corp. operates a natural gas exploration and development company. The Company and its affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del. Case Nos. 09-13150 to 09-13154). Trident Exploration Corp. and certain of TEC's Canadian subsidiaries filed an application with the Court of Queen's Bench of Alberta, Judicial District of Calgary, under the Companies' Creditors Arrangement Act (Canada). Trident on December 3, 2009, obtained an extension from the Canadian Court of the "stay period" in its Canadian proceedings until January 15, 2010, to allow the Debtors to focus on their restructuring efforts. In their petition, the Debtors listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in debts. As of October 31, 2009, the Debtors had $374,484,559 in total assets against $612,233,705 in total liabilities. ULTIMATE ESCAPES: To Remain Listed on NYSE Amex ------------------------------------------------ Ultimate Escapes, Inc. provided an update on the status of its listing on the NYSE Amex LLC. As previously announced, following the closing of the Company's acquisition of Ultimate Escapes Holdings, LLC (the "merger"), the Company was notified by the Exchange that it failed to satisfy the Exchange's original listing standards. As a result of the Company's non-compliance, the Exchange advised the Company that its securities were subject to delisting unless the Company requested a hearing before a Listing Qualifications Panel of the Exchange's Committee on Securities (the "Panel"). Accordingly, the Company requested a hearing and appeared before the Panel on January 28, 2010. At the hearing, the Company conceded that it did not satisfy all applicable original listing criteria as it was required to do upon completion of the merger. Notwithstanding, the Company advised the Panel that it has filed a registration statement with the U.S. Securities and Exchange Commission on Form S-1, for a secondary public offering that the Company expects will, if completed, enable it to satisfy all applicable original listing criteria. On February 2, 2010, the Panel issued its decision. In sum, the Panel determined that the Exchange Staff should continue with the "delisting procedures without prejudice to the Company going through the initial listings process once it has definitively met the initial listings criteria." Following the issuance of the Panel's decision, the Exchange Staff advised the Company that the suspension would take effect on February 17, 2010, unless the Company completes the planned public offering and demonstrates compliance with the applicable listing requirements. In furtherance of this process, on February 4, 2010, the Exchange Staff notified the Company that the Exchange had cleared the Company to file an Original Listing Application (which the Company filed with the Exchange on February 5, 2010), thus facilitating the Company's continued listing on the Exchange, provided the Company successfully completes its planned public offering on or before February 16, 2010, and thereby demonstrates compliance with all applicable original listing criteria. Accordingly, the Company's securities will remain listed on the Exchange pending the completion of the planned public offering on or before February 16, 2010. About Ultimate Escapes Founded in 2004, Ultimate Escapes is the largest luxury destination club as measured by number of club destinations, and the second-largest destination club as measured by number of members. Ultimate Escapes offers club members flexible access to a growing collection of hundreds of multi-million dollar private residences and luxury hotels in more than 150 global club and affiliate destinations. Locations range from chic urban apartments to charming beach cottages, spacious five-bedroom homes to an 80-foot private yacht. Each trip is coordinated by experienced, knowledgeable staff, trained to handle every vacation details. UPSNAP INC: October 31 Balance Sheet Upside-Down by $198,500 ------------------------------------------------------------ UpSnap, Inc.'s consolidated balance sheet at October 31, 2009, showed $3,261,353 in total assets and $3,459,871 in total liabilities, resulting in a $198,518 shareholders' deficit. At October 31, 2009, the Company had a working capital deficit of $1,866,396, comprised of accounts receivable, net of $638,673, deposits/holdback of $43,531 and inventory of $911,271 less payables and accrued liabilities of $1,027,864, customer deposits of $340,412, short term loans of $326,559; current portion of notes payable of $1,634,704 and current portion of shareholder notes payable of $131,582. The Company reported a net loss of $112,019 for the three months ended October 31, 2009, compared to net income of $33,361 for the three months ended October 31, 2008. Revenues for the three months ended October 31, 2009, were $1,728,864 compared to revenues for the three months ended October 31, 2008 of $2,238,649. The decrease in revenues of $509,785 is principally attributable to a decline in residential homebuilding for the current quarter offset by an increase in modular construction for the current quarter versus the same period in 2008. For the nine month period ended October 31, 2009, the Company had net loss of $1,070,348 on sales of $3,480,510, compared to a net loss of $532,180 on sales of $4,278,661 for the comparable period of the previous fiscal year. A full-text copy of the Company's quarterly report on Form 10-Q is available for free at http://researcharchives.com/t/s?514f Going Concern Uncertainty The Company had a net loss of $1,070,348 for the nine months ended October 31, 2009. During the years ended January 31, 2009, and 2008, the Company had a net loss of $935,916 and $104,735 respectively. The Company had an accumulated deficit of $2,728,880 at October 31, 2009. "Management believes that actions presently being taken to secure profitable construction contracts, raise equity capital, seek strategic relationships and alliances, and pursue strategic acquisitions to generate positive cash flow provide the means for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty." About UpSnap Inc. Headquartered in Lethbridge, Canada, UpSnap Inc. (OTC BB: UPSN) manufactures and builds homes and modular sites principally in Alberta and Saskatchewan. It builds on-site conventional homes; ready-to-move homes; and modular camp sites for the oil mining industry. USADOS TRUCK PARTS: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: USADOS Truck Parts & Equipment, Inc. c/o Robert C. Vilt 5177 Richmond Avenue, St. 1230 Houston, TX 77056 Bankruptcy Case No.: 10-31131 Chapter 11 Petition Date: February 8, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Robert C. Vilt, Esq. Vilt & Asoc 5177 Richmond Ave, Ste 1250 Houston, TX 77056 Tel: (713) 840-7570 Fax: (713) 877-1827 Email: cvilt@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 14 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb10-31131.pdf The petition was signed by Ruben Duran, president of the company. VALIDUS HOLDINGS: Moody's Assigns 'Ba1' Preferred Stock Rating -------------------------------------------------------------- Moody's Investors Service has assigned provisional ratings (provisional senior unsecured debt at (P)Baa2) to the existing multi-seniority shelf registration of Validus Holdings, Ltd. The shelf was filed on August 7, 2008, and includes various classes of debt, preferred stock, common stock and warrants which Validus Holdings may offer and sell from time to time. These provisional ratings have been assigned with a stable outlook: * Validus Holdings, Ltd. -- senior unsecured debt at (P)Baa2, subordinated and junior subordinated debt at (P)Baa3, preferred stock at (P)Ba1. Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. and Talbot Holdings Ltd. Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd's insurance market through Syndicate 1183. For the first nine months of 2009, the company reported net income of $732 million, gross premiums written of $1,366 million and shareholders' equity of $3,966 million as of 9/30/2009. The last rating action was on January 20, 2010, when Moody's rated Validus' 30-year, 8.875% senior notes at Baa2. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. VITESSE SEMICONDUCTOR: VP Michael Green Resigns from Post --------------------------------------------------------- Michael B. Green, Vice President, General Counsel and Secretary of Vitesse Semiconductor Corporation, said he is resigning from the Company effective Feb. 5, 2010. Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of high-performance, cost-competitive semiconductor solutions for Carrier and Enterprise networks worldwide. Engineering excellence and dedicated customer service distinguish Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-SONET, Optical Transport, and other applications. Vitesse had total assets of $107,636,000 against total debts of $160,101,000 as of June 30, 2009. Vitesse entered into debt restructuring agreements in October 2009 with its major creditors, which allow the Company to satisfy its creditors by converting most of its debt into new common stock, preferred stock and new convertible debentures. Vitesse is seeking stockholder approval to increase the number of authorized shares of the Company's common stock from 500,000,000 to 5,000,000,000 in conjunction with the debt restructuring agreements. The Company has warned if stockholders do not approve the proposal to authorize the Company to issue more shares by February 15, 2010, it will face a 1.0% per month interest charge on the New Debentures (at a cost of about $500,000 per month) beginning on February 16, 2010 and continuing until the increase in the authorized shares is approved. In addition, the holders of the New Debentures will have the right to demand repayment of the principal amount of the debt, plus potentially certain make-whole interest payments representing interest that would have been earned if the bonds had not been converted early. The Company could potentially be forced to file for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. WORLDSPACE INC: Hearing on DIP Loan Maturity Set for February 16 ---------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, Worldspace Inc., et al., to extend, modify and increase their debtor-in- possession financing pursuant to the senior secured super priority priming DIP credit agreement, dated as of November 5, 2008, with a syndicate of financial institutions including Citadel Energy Holdings LLC, Highbridge International LLC, OZ Master Fund Ltd., and AG Offshore Convertibles Ltd. A final hearing on the Debtors' DIP loan maturity extension is set for February 16, 2010, at 11:30 a.m. prevailing Eastern Time before the Hon. Peter J. Walsh, at the U.S. Bankruptcy Court, 824 Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware. Objections, if any, are due on February 9, 2010, at 4:00 p.m. (E.T.) The Debtors are negotiating a strategic transaction with their DIP financing provider, Liberty Satellite Radio, Inc. The Debtor would use the money to pay certain critical expenses and conclude negotiations. Liberty has agreed to provide up to $1 million in additional funding to enable the Debtors to, among other things, meet their payroll obligations. Liberty is the only available source of financing for the Debtors, and is wiling to fund the Debtors' operating expenses. WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-based radio and data broadcasting services to paying subscribers in 10 countries throughout Europe, India, the Middle East, and Africa. 1worldspace(TM) satellites cover two- thirds of the earth and enable the Company to offer a wide range of services for enterprises and governments globally, including distance learning, alert delivery, data delivery, and disaster readiness and response systems. 1worldspace(TM) is a pioneer of satellite-based digital radio services. The Debtors and their affiliates operate two geostationary satellites, AfriStar and Asia Star, which are in orbit over Africa and Asia. The Debtor and two of its affiliates filed for Chapter 11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case No. 08-12412 - 08-12414). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors as counsel. Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot Greenleaf, represent the Official Committee of Unsecured Creditors. When the Debtors filed for bankruptcy, they listed total assets of $307,382,000 and total debts of $2,122,904,000. WORLDSPACE INC: Wants Ch. 11 Plan Filing Extended Until April 17 ---------------------------------------------------------------- Worldspace Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file a Chapter 11 plan and solicit acceptances of that plan until April 17, 2010, and June 17, 2010, respectively. This is the Debtors' third request for an extension in their exclusive periods. Absent the extension, the Debtors' exclusive period to file a plan expired on January 31, 2010, and their solicitation period will expire on April 1, 2010. The Debtors propose a hearing on their exclusive periods extnesion on March 18, 2010, at 11:30 a.m. (prevailng Eastern Time.) Objections, if any, are due on March 11, 2010 at 4:00 p.m. (E.T.) WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-based radio and data broadcasting services to paying subscribers in 10 countries throughout Europe, India, the Middle East, and Africa. 1worldspace(TM) satellites cover two- thirds of the earth and enable the Company to offer a wide range of services for enterprises and governments globally, including distance learning, alert delivery, data delivery, and disaster readiness and response systems. 1worldspace(TM) is a pioneer of satellite-based digital radio services. The Debtors and their affiliates operate two geostationary satellites, AfriStar and Asia Star, which are in orbit over Africa and Asia. The Debtor and two of its affiliates filed for Chapter 11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case No. 08-12412 - 08-12414). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors as counsel. Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot Greenleaf, represent the Official Committee of Unsecured Creditors. When the Debtors filed for bankruptcy, they listed total assets of $307,382,000 and total debts of $2,122,904,000. WYNNEWOOD REFINING: Moody's Affirms 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Wynnewood Refining Company's ratings and changed the rating outlook to negative from stable. Ratings affirmed include its B2 Corporate Family Rating, B3 Probability of Default Rating, and B2 (LGD3, 39%) rated $110 million term loan due 2014, guaranteed by Gary-Williams Energy Corporation. The negative outlook reflects weaker than anticipated operating performance as a result of down-cycle conditions more severe than initially expected when the rating was first assigned, and the risk that if weak refining sector conditions persist over the near term, Wynnewood's leverage and liquidity profile would be incompatible with its current rating level. Moody's are also concerned that the company faces compliance issues with its financial covenants in its bank credit facilities and will need to renegotiate its covenants in order to maintain access to these facilities over the near-term. The ratings may be downgraded if refining margins do not sufficiently recover for Wynnewood to generate a meaningful amount of positive free cash flow during the seasonally stronger second and third quarters of 2010. Improvement in Wynnewood's earnings over the near term will primarily be a function of its ability to keep unit cash operating costs sufficiently low, which Moody's note have improved from historical levels, a recovery in diesel demand, and favorable crude oil and product price differentials in the Mid-Continent region, which have narrowed versus historical levels. The ratings could also be pressured should weak earnings increase cash borrowing needs and leverage, or from significantly increased letter of credit needs. Though Wynnewood benefits from a diverse crude supply from over 50 suppliers, it relies on uncommitted supplier's credit for a substantial portion of its crude purchases and a sharp change in crude prices or in terms could strain its liquidity profile. In addition, during 2010, the company has required capital spending of approximately $26 million in order to meet low sulfur fuel requirements for gasoline and $11 million in debt amortization, which while not large numbers in an absolute sense, do limit the company's degree of financial flexibility during the industry downturn. The ratings are supported by the Wynnewood's relatively low debt levels and management's long history in the refining sector, although its track record at the refinery's current scale is still developing. The ratings also reflect the company's numerous crude oil sourcing logistics, the refinery's ability to run up to 40% sour crude, and favorable refined product take-away logistics. The last rating action for Wynnewood Refining Company was on July 9, 2009, when Moody's first assigned the ratings. Wynnewood Refining Company, a wholly owned subsidiary of Gary- Williams Energy Corporation, is a private independent refining and marketing company headquartered in Denver, Colorado. ZALE CORP: Analysts Suggest Sale of Kiosk, IP Assets to Raise Cash ------------------------------------------------------------------ According to The Deal.com's Sara Behunek, analysts said Zale Corp. could sell pieces of its business to raise cash. The Deal.com relates Michael O'Hara, CEO at Consensus Advisors, said Zale could consider putting up for sale its mall kiosk business, Gordon Jewelers chain or Canadian operations. Mr. O'Hara, according to The Deal, said certain private equity investors and some industry investors have voiced interest in investing in Zales. The Deal relates Zale's 683 kiosks, which operate primarily under the name Piercing Pagoda and target younger consumers with entry-level prices, posted an operating income of $2.5 million for fiscal year 2009, the only place where Zale was net positive besides its small insurance business. The Deal.com also notes Streambank LLC IP specialist Gabe Freid said in the event of a bankruptcy, Zale's intellectual property -- which could include trademarks, customer lists and transaction history -- may also generate interest, particularly from foreign buyers. According to The Deal.com, analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. The Deal.com points to these signs that Zale is on the brink: -- Zale reported same-store sales for November-December fell 12%; -- Zale lost $57.6 million for its first quarter, ended October 31, and for its 2009 fiscal year, which ended July 31; -- Zale posted a net loss of $190 million on total revenue of $1.8 billion, down from $2.1 billion the year earlier; -- The Wall Street Journal has reported that Zale has asked vendors to buy back unsold merchandise at full price; -- The company's top three officers resigned last month. As reported by the Troubled Company Reporter on January 26, 2010, Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP, told The Deal's Maria Woehr in an interview that there will be retailers that cannot possibly survive due a lack of consumer confidence. With regard to Zales, Ms. Hershcopf said, "I don't know how it continues to survive when so many of its prior customers are not working." As reported by the TCR on August 7, 2009, Zale closed 118 underperforming retail locations during the fiscal fourth quarter ended July 31, 2009. The Company closed a total of 191 underperforming locations during fiscal year 2009, of which 160 were retail stores and 31 were kiosks. In addition to the closures, the Company entered into agreements in principle on certain of its remaining retail locations, which would result in a reduction in aggregate rental obligations commencing in fiscal year 2010. Following the closures, the Company operates 1,931 retail locations, according to the TCR report. Neal Goldberg, Zale's Chief Executive Officer and member of the Board of Directors; William Acevedo, Chief Stores Officer; and Mary Kwan, Chief Merchandising Officer, resigned on January 13, 2010. The Board has appointed Theo Killion, President, to the additional role of Interim Chief Executive Officer. The Deal.com says Zale has a roughly $250 million business in Canada, and in 2009 its stores there -- Peoples Jewellers and Mappins Jewellers -- boasted 2007- and 2006-level sales. In 2008 revenue was even higher, at $322 million, because inventory that wasn't being moved in the U.S. was shipped to the Canadian stores. The Deal.com also points out Zale has a savvy investor in former SEC chairman Richard Breeden, who sits on the company's board and whose Breeden Capital Management owns nearly 30% of Zale's stock. About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com , www.zalesoutlet.com and www.gordonsjewelers.com * U.S. High-Yield Default Rate Fell to 10.7% in January, S&P Says ----------------------------------------------------------------- The default rate for U.S. high-yield, high-risk debt fell to 10.7% in January, Standard & Poor's said in a report, according to Bloomberg News. The rate, a lagging indicator of the overall economy, declined from 10.9% at the end of 2009, analysts led by Diane Vazza in New York said in a report. "Credit metrics in the U.S. are showing the first indications of strengthening credit quality, as well as stronger lending conditions and signs of life among speculative-grade new issuance," the analysts wrote. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Feb. 21-23, 2010 INSOL International Annual Regional Conference Madinat Jumeirah, Dubai, UAE Contact: 44-0-20-7929-6679 or http://www.insol.org/ Apr. 20-22, 2010 TURNAROUND MANAGEMENT ASSOCIATION Sheraton New York Hotel and Towers, New York City Contact: http://www.turnaround.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 THE COMMERICAL LAW LEAGUE OF AMERICA Midwestern Meeting & National Convention Westin Michigan Avenue, Chicago, Ill. Contact: 1-312-781-2000 or http://www.clla.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: January 31, 2010 ********* 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 ***