/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101008.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 8, 2010, Vol. 14, No. 279 Headlines AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary AIR MEDICAL: Moody's Assigns 'B2' Corporate Family Rating AIR MEDICAL: S&P Assigns 'B' Initial Corporate Credit Rating ALIMENTATION COUCHE-TARD: Moody's Confirms 'Ba1' Senior Rating ALION SCIENCE: Sells $1.9MM of Common Stock to Employee Trust AMERICAN INT'L: ILFC Unit Pays Down $2 Billion in Bank Debt AMERICAN INT'L: Files AIA Preliminary Prospectus with HK Exchange AMERICAN MORTGAGE: Plan Approved After Narrower Releases AMERICAN PACIFIC: Moody's Gives Negative Outlook; Affirms Ratings ANNIE THOMPSON: Case Summary & 10 Largest Unsecured Creditors APS EQUIPMENT: Voluntary Chapter 11 Case Summary APS REALTY: Case Summary & 3 Largest Unsecured Creditors ASSOCIATED MATERIALS: Prices Offering of $730-Mil. in Senior Notes ATA AIRLINES: Court Denies Objection to Calif. Counties' Claims AVANTAIR INC: June 30 Balance Sheet Upside-Down by $32.2 Million BERNARD MADOFF: Family Seeks to Shut Down $200M Lawsuit BIG CITY: Case Summary & 4 Largest Unsecured Creditors BLACK CROW: Sues for Subordination of GECC Debt BLUEGREEN CORP: Unit Reaches $20-Mil. Facility With Nat'l Bank BROOKE CORP: SpiritBank Must Be Added as Defendant BRUNO'S SUPERMARKETS: Southern Family to Close 2 Food World Stores BUCKEYE TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB+' CANNON RANCH: Section 341(a) Meeting Scheduled for Oct. 25 CANNON RANCH: Taps Jennis & Bowen as Bankruptcy Counsel CHANDRA PAYTON: Case Summary & 10 Largest Unsecured Creditors CHRIST HARVESTERS: Case Summary & 5 Largest Unsecured Creditors CLEARWIRE CORP: S&P Puts 'B-' Rating on CreditWatch Negative COACHMEN INDUSTRIES: Directors Reelected as GAMCO Nominees Barred COAST CRANE: Essex Rental Balks at Rules for Firm's Auction COMPLIANCE SYSTEMS: Fails to Pay Dividends on Series B Shares COSMETIC ESSENCE: Littlejohn Leads Restructuring D&L HEATING: To Liquidate Under Chapter 7 DALE FINCK: Case Summary & 20 Largest Unsecured Creditors DANIEL GURKIN: Case Summary & 20 Largest Unsecured Creditors DAVID FELDMAN: Case Summary & 19 Largest Unsecured Creditors DENNY'S CORPORATION: Secures $300 Million Credit Facility DONALD WILKEN: Case Summary & 20 Largest Unsecured Creditors DREIER LP: Founder's Alimony Dispute Remains in Bankruptcy Court DRESSER INC: S&P Puts 'B' Rating on CreditWatch Positive DUPONT FABROS: Moody's Affirms 'Ba2' Corporate Family Rating DUPONT FABROS: S&P Puts 'B-' Rating on $125 Mil. Preferred Stock DUVAL DEVELOPMENT: To Liquidate After Partner Goes Bankrupt EMMIS COMMS: H. Freeman Resignation Effective September 27 ENERGY FUTURE: Oncor Unveils Results of Exchange Offer ENTERGY ARKANSAS: Moody's Affirms 'Ba1' Preferred Stock Rating ENVIRO SCAPES: Case Summary & 20 Largest Unsecured Creditors FGIC CORP: Sharps SP to Discuss Exchange Offer for Securities FIRST AMERICAN: S&P Assigns 'B+' Corporate Credit Rating FLESHER WINDOWS: Case Summary & 20 Largest Unsecured Creditors FRANKLIN WEFALD: Case Summary & 20 Largest Unsecured Creditors FREDERICK BERG: To Get $50,000 Under Separation Accord FAIRFIELD SENTRY: Liquidators Seek to Merge Suits Seeking $3.6BB FLORIDA EASH: Case Summary & 16 Largest Unsecured Creditors GARLOCK SEALING: Future Claims Rep. Wins Nod to Tap Co-Counsel GENCORP INC: Aug. 31 Balance Sheet Upside-Down by $230.2-Mil. GENERAL GROWTH: Files Omnibus Objections to PI Claims GENERAL GROWTH: John Bucksbaum Not a Member of New GGP Board GENERAL GROWTH: Updates 6-Year Feasibility Analysis of Spinco GENERAL MOTORS: GAO Launches Probe of Massive Delphi Pension Cuts GENERAL MOTORS: Fitch Assigns 'BB-' Issuer Default Rating GENERAL MOTORS FINANCIAL: Fitch Affirms 'BB-/RR3' Debt Ratings GOODMAN GLOBAL: Moody's Assigns 'Ba3' Rating on $250 Mil. Loan GOODMAN GLOBAL: S&P Affirms 'B+' Corporate Credit Rating GREENWALD TSCHETCO: Case Summary & 8 Largest Unsecured Creditors HARMAN INTERNATIONAL: S&P Raises Corporate Credit Rating to 'BB' ISE CORPORATION: U.S. Trustee Forms Creditors Committee ISE CORPORATION: Court Sets Nov. 21 Claims Bar Date J. L. SMITH: Case Summary & 20 Largest Unsecured Creditors JB & CAL: Case Summary & 20 Largest Unsecured Creditors JIGNESH PARIKH: Case Summary & 20 Largest Unsecured Creditors JIMMY MORRIS: Abused Bankruptcy Process with Serial Filings JOECELESTIN CIVIL: Section 341(a) Meeting Scheduled for Nov. 1 KENTUCKIANA MEDICAL: Defends Against Lender's Call for Trustee KIM NAROG: Voluntary Chapter 11 Case Summary KRONOS INT'L: Files Amended & Restated Bylaws with SEC LANDRY'S RESTAURANTS: S&P Affirms 'B' Corporate Credit Rating LAS VEGAS MONORAIL: Asks for Oct. 18 Plan Exclusivity Extension LEWIS BORRELLI: Case Summary & Largest Unsecured Creditor LINCOLN SETTLE: Case Summary & 20 Largest Unsecured Creditors LOWER BUCKS: Has Until January 9 to File Chapter 11 Plan LYONDELL CHEMICAL: OSHA Fines Equistar Over Ill. Plant Blast MAAS COS: To Auction Idaho Ethanol Plant on Nov. 10 MELISSA MILLER: Files Schedules of Assets and Liabilities MELISSA MILLER: Taps Levene Neale to Handle Reorganization Case MELISSA MILLER: Wants to Use J.P. Morgan Chase's Cash Collateral METRO-GOLDWYN-MAYER: Soliciting Votes for Prepack Ch. 11 Plan MGM RESORTS: CityCenter Gets $1.8 Billion Senior Secured Facility MI DEVELOPMENTS: Moody's Reviews 'Ba1' Rating on Senior Bonds MICHAELS STORES: Moody's Assigns 'Caa1' Rating on $750 Mil. Notes MICHAEL WASSON: Case Summary & 10 Largest Unsecured Creditors MOULTONBOROUGH HOTEL: Case Summary & 20 Largest Unsec. Creditors MOUNIR BADAWY: Voluntary Chapter 11 Case Summary NAVISTAR INTERNATIONAL: Fitch Assigns 'BB-' Ratings on Loans NAVISTAR INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on $225 Mil. Bonds OMNICOMM SYSTEMS: Amends 2009 Annual Report to Correct Errors PACIFIC AVENUE: EpiCentre Owners Drop Suit v. Regions Bank PACIFIC AVENUE: Hearing on Examiner Request Moved to Oct. 29 PACIFIC AVENUE: Drops Suit Against Regions Bank Over Disputed Loan PENSACOLA BEACH: Case Summary & 7 Largest Unsecured Creditors PMA COMPANIES: Moody's Upgrades Senior Debt Rating From 'Ba3' POLYMER GROUP: S&P Changes CreditWatch on Ratings to Negative PRINCETON AMBULATORY: Case Summary & Largest Unsecured Creditor PROLOGIS: To Sell 180 Properties to Blackstone for $1 Billion PROTEIN SOLUTIONS: Files for Bankruptcy Protection PROTOSTAR INC: Judge Approves Liquidation Plan PRP INC: Closes Three Arby's Restaurants in Rome, Georgia QOC I LLC: Wells Fargo Seeks Dismissal of Chapter 11 Case QUARRY POND: Creditors to Recover 100% in 15 Years Under New Plan RADLAX GATEWAY: No-Credit-Bid Auction Denied by Court RENFRO CORP: S&P Raises Corporate Credit Rating to 'B' RICHARD HVIZDAK: Case Summary & 5 Largest Unsecured Creditors RIVER ROAD: No-Credit-Bid Auction Denied by Court ROB WHITTLE: Lender Acquires Property for Over $25 Million ROBERT JONES: Case Summary & 3 Largest Unsecured Creditors ROCK US: Proposed Sale Deals May Chill Bidding, Says U.S. Trustee ROCK US: Trustee Says 'Match' Right Chills Bidding SALLY BEAUTY: Beauty Systems Group Acquires Aerial Company SAREENA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors SAVANNAH OUTLET: Files for Chapter 11 in Hometown SEDONA DEVELOPMENT: Wants Add'l. 30 Days to File Chapter 11 Plan SEWARD LODGING: Case Summary & 14 Largest Unsecured Creditors SL GREEN: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes SOHO 25: Voluntary Chapter 11 Case Summary SONOMA VINEYARD: Files Schedules of Assets and Liabilities ST. STEPHEN'S: Case Summary & 20 Largest Unsecured Creditors STANLEY NEWQUIST, III: Case Summary & Creditors List STARFIRE SYSTEMS: Two Suitors to Challenge Palladium STEPHEN ADAMS: Case Summary & 15 Largest Unsecured Creditors SUPERIOR ACQUISITIONS: Sec. 341(a) Meeting Scheduled for Oct. 22 TANGLEWOOD FARMS: Perdue Buys Grain Elevation Property THINKFILM LLC: Declared, Together With Capital Films, as Insolvent TIGER TRUCK: Files for Bankruptcy, to Close Poteau Plant TONI BRAXTON: Files for Chapter 7 in Los Angeles TOOLS-4-HIRE: Wells Fargo Entitled to Adequate Protection Payments TOUSA INC: Directors Lose Motion to Dismiss Creditor Suit TRADITIONAL JUDAISM: Seeks Court Permission to Cut Tree TRONOX INC: Equity Committee Drops Plan; Mgt. Plan Goes Forward TRONOX INC: Removal Period Extended Until March 31 TRONOX INC: Wins Nod to Ink Goldman Replacement Facility TROPICANA ENT: Fee Auditor Gives Recommendations on Applications TROPICANA ENT: Wants Order Finding Castilleja Claims Discharged TUTOR PERINI: Moody's Assigns 'Ba2' Corporate Family Rating UNIGENE LABORATORIES: Names Gregory Mayes as Vice President UNITED CONTINENTAL: Files Registration Statement Amendment UNIVISION COMMUNICATIONS: Fitch Rates Issuer Default Rating at 'B' UNIVISION COMMUNICATIONS: Moody's Changes Outlook to Stable VALLEJO, CALIF: Bankruptcy Challenge on Hold for Several Months VENTILEX USA: Case Summary & 20 Largest Unsecured Creditors VIKING SYSTEMS: Has About 58 Million of Common Shares Outstanding WASHEX INC: To Sell Assets at Texas Plant to Liquidator WASHINGTON MUTUAL: Bondholders Drop Objection, Settle for $335MM WASHINGTON MUTUAL: Proposes Deal with Benefit Plan Participant WASHINGTON MUTUAL: Continues to Face Mortgage Pass-Through Claims WHITE RIVER: Case Summary & 10 Largest Unsecured Creditors WILLIAM MCGAHEN: Case Summary & 20 Largest Unsecured Creditors WINCHESTER ON THE RIVER: Case Summary & Largest Unsecured Creditor W.R. GRACE: Supreme Court Rejects Plea to Block Libby Suits W.R. GRACE: Proposes Federal Insurance Settlement W.R. GRACE: Has 1.3 Million Shares in Synthetech * Chapter 11 Filings Increase by 20% in September 2010 * Restructuring Pros See Opportunity for Luxury Hotel Investors * Speculative-Grade Default Rate Falls to 4% in Third Quarter * UBS Director Says Some Green Technology Firms to Collapse * Sonnenschein Nath Changes Name to SNR Denton US LLP * BOOK REVIEW: Dangerous Dreamers - The Financial Innovators From Charles Merrill to Michael Milken ********* AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Affordable Housing Mississippi LLC 9261 Highway 178 Olive Branch, MS 38654 Bankruptcy Case No.: 10-14827 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. HARRIS JERNIGAN & GENO, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 E-mail: cmgeno@harrisgeno.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Robert K. Farrar, manager. AIR MEDICAL: Moody's Assigns 'B2' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned Air Medical Group Holdings B2 corporate family and probability of default ratings. At the same time, Moody's also assigned a B2 rating to Air Medical's proposed $545 million senior secured notes due 2018. The proposed notes in combination with new equity will be used to purchase Air Medical by Bain Capital Partners, LLC. The rating outlook is stable. These ratings and LGD assessment have been assigned: -- Corporate Family Rating at B2; -- Probability of Default Rating at B2; -- $545 million senior secured notes at B2 (LGD4, 55%); Ratings Rationale The B2 rating reflects Air Medical's high leverage at close to 6 times at the close of the transaction. In addition, the rating is also constrained by the company's still relatively small size and the relatively large bad debt expense, principally tied to the self-pay portion of Air Medical's revenues. Offsetting factors are the company's historically strong EBITDA margins and its position as the largest independent provider of community-based air ambulance services in the U.S. The stable ratings outlook reflects Moody's expectations that modest earnings improvement and free cash flow generation should enable Air Medical's key credit metrics to improve at a pace that solidifies its positioning within the B2 rating category. Moody's could raise Air Medical's rating if it generates more robust earnings and cash flow from operations through increase in scale and profitability, and the company maintains a moderately levered balance sheet with adjusted total debt/EBITDA of less than 4.0x on a sustainable basis. While not anticipated in the near term, Air Medical's ratings could be downgraded if the company's financial policies become oriented towards shareholder distribution, or the Company undertakes a transforming acquisition which increases execution risks, such that Debt-to-EBITDA leverage increases above 6.0x. This is the first time Moody's has provided a public rating for Air Medical. Air Medical is the largest independent provider of air medical services in the world, operating through three subsidiaries, Air Evac Lifeteam, Med-Trans Corporation and EagleMed, which collaborate with leading hospital systems, medical centers and EMS agencies to offer improved access to emergency medical care. AIR MEDICAL: S&P Assigns 'B' Initial Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B' preliminary corporate credit rating to Lewisville, Texas-based Air Medical Group Holdings Inc. The rating outlook is stable. At the same time, S&P assigned its 'B' preliminary issue-level rating and '4' preliminary recovery rating to Air Medical's $545 million senior secured notes. The 'B' issue rating is the same as the corporate credit rating. The preliminary recovery rating of '4' indicates the expectation of average (30%-50%) recovery in the event of default. The company intends to use the proceeds from the $545 million issuance and sponsor common equity to fund an LBO from the existing financial sponsors. Air Medical, provider of emergency air medical transportation mostly to rural communities, is being purchased by Bain Capital in a highly leveraged transaction. "The company's rating reflects its high debt leverage, limited historical cash flow generation, and a narrow operating focus in a fragmented and competitive market that is exposed to reimbursement and regulatory risk," said Standard & Poor's credit analyst Rivka Gertzulin. ALIMENTATION COUCHE-TARD: Moody's Confirms 'Ba1' Senior Rating -------------------------------------------------------------- Moody's Investors Service confirmed Alimentation Couche-Tard Inc.'s Ba1 senior subordinate rating as the company has abandoned its $2 billion all-cash bid for Casey's General Stores, Inc. The rating was placed under review for possible downgrade on April 12, 2010 as the bid had the potential to elevate ACT's adjusted leverage to over 4x in Moody's view. With ACT choosing to let its bid expire rather than engage in a bidding war following the presentation of a higher offer by 7-Eleven, Moody's now expect the company's adjusted leverage will remain between 3x-3.5x through the near term. While Moody's expects ACT to pursue further acquisitions, Moody's does not expect them to be nearly as large as their bid for Casey's nor does Moody's expect that ACT will renew its bid for Casey's in the near term. Consequently, the outlook has been revised to stable from under review for possible downgrade. ACT's Ba1 senior subordinate rating considers its significant economies of scale due its size as one of the largest players in the highly fragmented convenience store industry. The company has proven to be an efficient operator, capable of producing favorable results even during economic downturns. ACT's solid credit metrics support the rating, particularly given the relative stability of the company's various financial metrics despite its acquisitive history. Key credit challenges include sales concentration in the high-volume, low-margin categories of gasoline and tobacco, the significant capital investment necessary to maintain an appealing store base, and the company's appetite for leveraged acquisitions. The stable outlook reflects Moody's expectation that ACT's key credit metrics will not deviate materially from current levels as incremental debt capacity created by earnings growth and cash flow is likely to be consumed by future acquisitions or share repurchases. Should ACT demonstrate continued stability in its results while sustaining an adjusted Debt/EBITDA ratio below 3x through its future growth aspirations, upward rating movement would be considered. Downward rating action would be considered should ACT pursue a material acquisition or return cash to shareholders such that DEBT/EBITDA approaches 4x or free cash flow/debt is sustained in the low single digits. Alimentation Couche-Tard Inc., headquartered in Laval, Quebec, Canada, owns and licenses 5,869 convenience stores across North America, of which 4,401 are company operated, under the "Circle K", "Couche-Tard", "Mac's", and other banners. Revenue for the last twelve months ending July 18, 2010, was about $17.0 billion. ALION SCIENCE: Sells $1.9MM of Common Stock to Employee Trust ------------------------------------------------------------- Alion Science and Technology Corporation has sold approximately $1.9 million of common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust. The per share price to be ascribed to the common stock for the sale will be determined in a valuation of the common stock to be performed as of September 30, 2010. The trustee of the ESOP trust, State Street Bank & Trust Company, has engaged an independent third-party valuation firm to assist in establishing a value for the Company's common stock as of September 30, 2010. The Company expects the valuation to be completed by November 9, 2010. About Alion Science Alion Science and Technology Corporation, based in McLean, VA, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. The Company's balance sheet at June 30, 2010, showed $643.59 million in total assets, $156.97 million in total current liabilities, $272.09 million in senior secured notes, $245.90 million in senior unsecured notes, $5.08 million in accrued compensation, $752,000 in accrued postretirement benefits obligations, $7.87 million in non-current portion of lease obligations, $35.61 million in deferred income taxes, $151.37 million in redeemable common stock, $20.78 million in common stock warrants, a $238,000 accumulated other comprehensive loss and an accumulated deficit of $252.62 million. * * * Alion carries 'Caa3' corporate family and probability of default ratings from Moody's. Alion carries a 'B-' corporate credit rating from Standard & Poor's. Moody's said in March 2010, "The Caa1 corporate family rating would balance the continued high leverage against a promising business backlog that could sustain the good 2009 revenue growth rate, though credit challenges would remain pronounced." AMERICAN INT'L: ILFC Unit Pays Down $2 Billion in Bank Debt ----------------------------------------------------------- International Lease Finance Corporation, a wholly owned subsidiary of American International Group, Inc., on Thursday announced the repayment of a $2 billion bank loan. This bank loan was issued as a revolving line of credit in October 2005 which was unutilized until September 2008 when it was fully drawn. Since that time, ILFC has been able to increase its liquidity position by more than $12.5 billion, through the issuance of debt, extension of debt and sales of aircraft. ILFC Chief Financial Officer, Fred Cromer, commented, "These funds were borrowed at a time when ILFC was facing uncertainty in the financing markets. All of our banks supported us at a critical time. Now that we are in a much stronger liquidity position we are paying this maturity with cash on hand. This provides our core relationship banks with more flexibility to support us in the future." ILFC Chief Executive Officer, Henri Courpron, continued, "ILFC's financial position keeps improving. Better access to the financial markets, attracting new talent to complement an outstanding team already in place, and efficient marketing allow us to manage the business in such a way that our industry leadership is without question." As reported by the Troubled Company Reporter on August 24, 2010, The Wall Street Journal's Serena Ng and Daniel Michaels said ILFC repaid a $3.9 billion government loan ahead of schedule and now expects to fund itself without support from AIG. ILFC had completed a $4.4 billion sale of debt to institutional investors. Most of the money raised was used to repay a 2009 loan from the Federal Reserve Bank of New York to help ILFC meet obligations at the time. About ILFC ILFC is the international market leader in the leasing and remarketing of advanced technology commercial jet aircraft to airlines around the world. ILFC owns a portfolio consisting of approximately 950 jet aircraft. * * * ILFC carries Moody's Investors Service's B1 corporate family rating. According to the Troubled Company Reporter on August 13, 2010, Moody's said ILFC's B1 CFR is based on strengths including its competitive positioning in the aircraft leasing industry, modern aircraft fleet and history of earnings growth. ILFC's rating also incorporates one notch of rating uplift associated with support from AIG. Constraints on the firm's rating and rating outlook concern operating pressures resulting from the economic downturn and its effect on lease rates, lease renewals and aircraft valuations, as well as Moody's view that AIG support will likely diminish over time. Moody's said that it will monitor ILFC's evolving operational and funding strategies and their effect on its credit profile, particularly in light of recent changes in the ILFC management team. ILFC has extended the maturity of $2.2 billion of its revolving bank facility to 2012 from 2011 and obtained additional covenant flexibility with respect to pledging assets for additional secured financings. ILFC carries Standard & Poor's "BBB-/Negative/--" corp. credit rating, and Fitch's 'BB' long-term issuer default rating. About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Files AIA Preliminary Prospectus with HK Exchange ----------------------------------------------------------------- American International Group Inc. said, on October 4, 2010, a preliminary prospectus was filed with the Hong Kong Stock Exchange with respect to the initial public offering of AIA Group Limited. A full-text copy of the AIA Preliminary Prospectus is available for free at http://ResearchArchives.com/t/s?6c39 About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN MORTGAGE: Plan Approved After Narrower Releases -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Martin Glenn in New York confirmed a Chapter 11 plan for American Mortgage Acceptance Co. that established a template for the extent of third-party releases that Judge Glenn in New York is willing to allow. Mr. Rochelle relates that at a hearing in June, Judge Glenn refused to approve American Mortgage's disclosure statement because the plan would have given blanket releases to officers and directors, in the process prohibiting suits by shareholders and creditors. American Mortgage revised the plan. Judge Glenn signed a confirmation order early this week approving the plan which contains more narrow releases for third parties. BankruptcyData.com reports that under the Plan, the Debtor will transfer certain assets to Taberna Preferred Funding I in satisfaction of Taberna's $25 million in claims against the Debtor. The old common stock of the Debtor will be cancelled, and the reorganized Debtor will issue the new common stock to C-III Capital Partners, in satisfaction of C-III's $93 million in claims against the Debtor. Any administrative claims, allowed tax claims, allowed priority non-tax claims and allowed unsecured claims other than the claims of C-III and Taberna will be paid in full under the Plan. Holders of existing equity interests will receive no distribution under the Plan, and all equity interests will be cancelled. The Debtor will maintain REIT status, and as soon as practicable after the effective date, the Debtor will issue new preferred shares to raise capital to fund ongoing operations. About American Mortgage American Mortgage Acceptance Co. is a New York-based real estate investment trust. It filed for Chapter 11 protection on April 26, 2010 (Bankr. S.D.N.Y. Case No. 10-12196). Carol A. Felicetta, Esq., at Reid and Riege, P.C., and Sherri D. Lydell, Esq., and Teresa Sadutto-Carley, Esq., at Platzer, Swergold, Karlin, Levine Goldberg & Jaslow, LLP, assist the Company in its restructuring effort. The Company scheduled assets totaling $6,366,680 and debts totaling $119,968,443 as of the Petition Date. AMERICAN PACIFIC: Moody's Gives Negative Outlook; Affirms Ratings ----------------------------------------------------------------- Moody's Investors Service moved the outlook on American Pacific Corporation's ratings to negative from stable and affirmed its ratings. The change in outlook reflects concerns over the company's ability to remain in compliance with its financial covenants without securing an additional amendment to its revolving credit facility. This summarizes AMPAC's ratings: American Pacific Corporation Ratings affirmed: * Corporate family rating -- B2 * Probability of default rating -- B2 * $105mm Gtd senior unsecured notes due 2015 -- B3 (LGD4, 57%) * Speculative grade liquidity rating -- SGL-4 AMPAC has experienced volatility in its sales and earnings from quarter to quarter that impacts its ability to meet its leverage and interest coverage covenants under its revolving credit facility due 2012. The company recently disclosed (in a Form 8-K filed September 27, 2010) that it amended its credit agreement's interest coverage covenant for the quarters ending September 30, 2010 through June 30, 2011, reducing the required coverage from 2.50 times to 2.00 times. However, the amendment did not address the requirement to maintain a leverage ratio below 5.25 times on a quarterly basis. The move to a negative outlook reflects Moody's concerns that the amended covenants will not provide the company with sufficient flexibility to comply with its financial covenants over the next year, the fact that it has not resolved the issue to date and the limited visibility Moody's have of demand for AMPAC's products. The erratic order patterns of the company's ammonium perchlorate business with the defense and aerospace markets and its Fine Chemicals segment are having a much larger impact on the company's liquidity. The lack of a more robust portfolio of commercialized prescription drug ingredients will likely continue to negatively impact the company's quarter to quarter financial performance into 2012. AMPAC's SGL-4 (weak) speculative grade liquidity rating reflects the decreasing cushion the company has with respect to its financial covenants, potential that it will not be able to comply with the financial covenants over the next year as well as the lack of readily available alternate sources of liquidity. AMPAC has not used its revolver to fund its ongoing operations. Its cash balances ($32 million as of June 30, 2010) could be sufficient to meet its liquidity needs over the next twelve months, but may not provide sufficient backup liquidity in the case of unforeseen circumstances. As a result, Moody's would expect the company to seek an outcome that provides backup liquidity beyond that afforded by its current cash balances. The SGL-4 rating and negative outlook could be revised after the company achieves a long-term solution that addresses the potential non-compliance with its financial covenants. The ratings could be lowered if AMPAC failed to maintain a cash balance of at least $20-25 million until it renegotiates the financial covenants under the revolving credit facility or replaces it such that the company would have a viable long-term alternative committed source of liquidity. Additionally, Moody's would expect the company generate sufficient earnings (EBITDA greater than $25 million) to maintain credit metrics supportive of the current B2 Corporate Family Rating. Moody's most recent announcement concerning the ratings for AMPAC was on August 9, 2010, when Moody's moved the Corporate Family Rating to B2 from B1 and the speculative grade liquidity rating to SGL-4 from SGL-3, following disappointing June 2010 quarter results and the announcement by the company that it was reducing its revenue and earnings guidance for FY2010.. American Pacific Corporation manufactures chemical and aerospace products, including active pharmaceutical ingredients, perchlorate chemicals used primarily in space propulsion, in-space propulsion products, Halotron, a clean fire extinguishing agent, sodium azide and water treatment equipment. AMPAC, headquartered in Las Vegas, Nevada, had revenues of $194 million for the twelve months ending June 30, 2010. ANNIE THOMPSON: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Annie Bell Thompson aka Annie Bell-Mitchell Thompson 1049 Poplar Road Newnan, GA 30265 Bankruptcy Case No.: 10-13764 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: W. Kevin Snyder, Esq. LACY & SNYDER LLP P.O. Box 3709 Peachtree City, GA 30269 Tel: (770) 486-8445 Fax: (770) 486-8889 E-mail: kevin@lacysnyder.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-13764.pdf APS EQUIPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: APS Equipment, LLC 54722 Chelsea Court Elkhart, IN 46514 Bankruptcy Case No.: 10-34711 Chapter 11 Petition Date: September 30, 2010 Court: United States Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Harry C. Dees, Jr. Debtor's Counsel: John W. VanLaere, Esq. JONES OBENCHAIN, LLP 600 KeyBank Building P.O. Box 4577 South Bend, IN 46634-4577 Tel: (574) 233-1194 E-mail: jvl@jonesobenchain.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 largest unsecured creditors together with its petition. The petition was signed by Lopa Shah, member. APS REALTY: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: APS Realty, LLC 1523 Evergreen Place Elkhart, IN 46514 Bankruptcy Case No.: 10-34712 Chapter 11 Petition Date: September 30, 2010 Court: United States Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Harry C. Dees, Jr. Debtor's Counsel: John W. VanLaere, Esq. JONES OBENCHAIN, LLP 600 KeyBank Building P.O. Box 4577 South Bend, IN 46634-4577 Tel: (574) 233-1194 E-mail: jvl@jonesobenchain.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/innb10-34712.pdf The petition was signed by Lopa Shah, member. ASSOCIATED MATERIALS: Prices Offering of $730-Mil. in Senior Notes ------------------------------------------------------------------ Associated Materials LLC said that Carey Acquisition Corp. and its subsidiary priced an offering of $730 million in aggregate principal amount of 9.125% senior secured notes due 2017 at an issue price of 100% of the principal amount of the Notes. The Notes will be offered in a private placement to "qualified institutional buyers" in the United States defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The sale of the Notes is expected to close on or about October 13, 2010. The net proceeds from the offering of the Notes will be used, in part, to finance the previously announced acquisition of the parent company of Associated Materials, LLC by affiliates of Hellman & Friedman, LLC, and the offering of the Notes is conditioned upon the contemporaneous closing of the acquisition. Upon completion of the offering and the acquisition, the Notes will become obligations of Associated Materials, LLC. The Notes will be guaranteed by all of the direct and indirect domestic subsidiaries of Associated Materials, LLC that guarantee the new senior secured asset-based revolving credit facility that is expected to be entered into in connection with the acquisition. The Notes and the guarantees will be secured by first-priority liens on substantially all of Associated Materials, LLC's and the guarantors' assets, subject to certain exceptions and permitted liens. Subject to certain exceptions, the Notes and the guarantees will also be secured by second-priority liens on Associated Materials, LLC's and the guarantors' assets that secure the new ABL facilities, including receivables and inventory and related general intangibles, certain other related assets and proceeds thereof. About Associated Materials Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka Associated Materials Inc. -- http://www.associatedmaterials.com/ -- is a manufacturer of exterior residential building products, which are distributed through company-owned distribution centers and independent distributors across North America. AMI produces a broad range of vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, as well as vinyl fencing and railing. AMI is a privately held, wholly owned subsidiary of Associated Materials Holdings Inc., which is a wholly-owned subsidiary of AMH, which is a wholly owned subsidiary of AMH II, which is controlled by affiliates of Investcorp S.A. and Harvest Partners Inc. Associated Materials and its subsidiaries' consolidated balance sheet at July 3, 2010, showed $849.49 million in total assets, $232.23 million in total current liabilities, $48.27 million in deferred income taxes, $59.96 million in other liabilities, $212.68 million in long-term debt, and a $296.34 million members' equity. * * * Associated Materials carries 'B-' corporate credit ratings from Standard & Poor's Ratings Services. S&P has placed its ratings, including the 'B-' corporate credit ratings, Associated Materials, and its parent Company AMH Holdings LLC, on CreditWatch with developing implications, following the definitive agreement with Heller & Friedman. "The CreditWatch developing reflects the potential for Standard & Poor's to either raise, lower, or affirm its ratings on Associated Materials, depending on our assessment of the changes from this transaction on the Company's financial risk profile, including its ownership structure, capital structure, liquidity profile, and expected financial policy," said Standard & Poor's credit analyst Thomas Nadramia. Standard & Poor's Ratings Services raised its corporate credit ratings on siding and windows manufacturer Associated Materials LLC and its parent company, AMH Holdings LLC, to 'B' from 'B-'. All ratings are removed from CreditWatch, where they were placed with developing implications on Sept. 9, 2010. ATA AIRLINES: Court Denies Objection to Calif. Counties' Claims --------------------------------------------------------------- The California Counties of Alameda, Los Angeles, and San Bernardino filed proofs of claim in the 2008 bankruptcy case of ATA Airlines, Inc., for property taxes arising from the presence of Debtor's aircraft in the Counties for the fiscal year July 1, 2008 through June 30, 2009. The Debtor objected because it ceased operations prior to the Tax Year having returned nearly all of its aircraft by May 15, 2008, prior to the commencement of the Tax Year. The Counties each timely filed a Response. The Debtor filed a Reply. On June 3, 2009, the Court held a hearing on the Motion to Determine Tax Liability. It was brought to the Court's attention at that hearing that the Debtor was appealing the tax determination of Alameda County to the Alameda County Assessment Appeals Board and that the appeal had been set for a hearing. The Court entered an Order on June 9, 2009, denying the Debtor's Motion without prejudice to reassert after the Alameda County Assessment Appeals Board hearing date. The Plan Trustee filed the Notice of Intent to Reassert Debtor's Objection on April 8, 2010. In his October 4, 2010 ruling, the Hon. Basil H. Lorch, III, holds that California property taxes are determined by ownership of property on the lien date (January 1) for the next tax year. Ad valorum taxes for mobile personal property, such as certificated aircraft, are assessed based on a formula which incorporates the use of a representative period. Sale or disposal of property after the conclusion of the representative period does not affect the property owner's tax liability for ensuing tax year. Accordingly, Judge Lorch finds that there is no cause to alter the representative period used to determine the Debtor's tax liability as set forth in the Counties' proofs of claim. Therefore, the Counties' proofs of claim are allowed as filed. The Debtor's Objection is overruled. About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for Chapter 11 protection on October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on January 31, 2006. The Debtors' emerged from bankruptcy on February 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. The Debtor was represented in its Chapter 22 case by Haynes and Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel. The United States Trustee for Region 10 appointed five members to the Official Committee of Unsecured Creditors. Otterbourg, Steindler, Houston & Rosen, P.C., served as bankruptcy counsel to the Committee. FTI Consulting, Inc., acted as its financial advisors. ATA Airlines submitted to the Court its Chapter 11 Plan of Reorganization and accompanying Disclosure Statement on December 12, 2008, two weeks after it completed the sale of its key assets to Southwest Airlines Inc. The First Amended Chapter 11 Plan was confirmed on March 26, 2009. The Plan became effective March 31, 2009. AVANTAIR INC: June 30 Balance Sheet Upside-Down by $32.2 Million ---------------------------------------------------------------- Avantair, Inc. filed its annual report on Form 10-K, reporting a net loss of $4.0 million on $143.0 million of revenue for the fiscal year ended June 30, 2010, compared with a net loss of $4.5 million on $136.8 million of revenue for the fiscal year ended June 30, 2009. The Company has suffered recurring losses resulting in a stockholders' deficit of approximately $32.2 million and a working capital deficiency of $43.9 million as of June 30, 2010, and a stockholders' deficit of $36.0 million and a working capital deficiency of $49.2 million as of June 30, 2009. The Company discloses that it may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. The Company's balance sheet at June 30, 2010, showed $131.6 million in total assets, $149.2 million in total liabilities, $14.6 million in Series A convertible preferred stock, and a stockholders' deficit of $32.2 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?6c32 About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- is engaged in the sale of fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. According to AvData, Avantair is the fifth largest company in the North American fractional aircraft industry. As of June 30, 2010, Avantair operated 55 aircraft within its fleet, which is comprised of 46 aircraft for fractional ownership, 5 company owned core aircraft and 4 leased and company managed aircraft. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. BERNARD MADOFF: Family Seeks to Shut Down $200M Lawsuit ------------------------------------------------------- Lawyers for family members of Bernard L. Madoff sought to fend off a litigation trustee's $200 million avoidance action on Wednesday, arguing that the Ponzi schemer's sons should be lauded -- not sued -- for turning in their father, Bankruptcy Law360 reports. Paul Weiss Rifkind Wharton & Garrison LLP attorney Martin Flumenbaum, who is representing Madoff's sons Mark D. and Andrew H. Madoff, argued for the dismissal of the suit, according to Law360. 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 US$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.) As of August 13, 2010, a total of US$5,578,441,409 in claims by investors has been allowed, with US$715,602,064 to be paid by the SIPC. Investors are expected to receive additional distributions from money recovered by Mr. Picard. Mr. Picard has recovered a number of assets and in liquidated some of those assets for the benefit of customers, totaling US$1,183,779,811 as of November 2009. BIG CITY: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Big City Construction, Inc. 101 Cascades St. Simons Island, GA 31522 Bankruptcy Case No.: 10-21313 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: Robert H. Baer, Esq. LAW OFFICE OF ROBERT H. BAER P.O. Box 1792 Brunswick, GA 31521 Tel: (912) 264-3120 Fax: (912) 265-8337 E-mail: robertbaer@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb10-21313.pdf The petition was signed by Benjamin Robert Clark, Jr., president. BLACK CROW: Sues for Subordination of GECC Debt ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports Black Crow Media Group LLC has commenced a lawsuit against General Electric Capital Corp., the secured lender owed $38.9 million at the outset of the reorganization in January. According to the report, relying on what it called "misconduct" by GECC before and during the Chapter 11 case, Black Crow is asking the bankruptcy court to subordinate the lenders' claim and prevent GECC from voting on a reorganization plan. Black Crow also wants damages for abuse of legal processes by Stamford, Connecticut- based GECC. Mr. Rochelle relates that Black Crow's suit comes after a complaint GECC filed in late August asking the bankruptcy judge to declare that substantive consolidation of all the companies is improper. According to GECC, Black Crow wants creditors to have claims against one pot of assets rather than against the individual companies obligated on the debts. The bankruptcy judge said in July that Black Crow's exclusive right to propose a plan wouldn't be extended beyond Nov. 8 "unless truly extraordinary circumstances occur which could not have been reasonably anticipated." In March, Black Crow defeated a motion by GECC to dismiss the case or allow foreclosure. About Black Crow Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. Black Crow filed for Chapter 11 protection in January, two days before a hearing in U.S. district court where GECC was seeking appointment of a receiver following default on term loans and a revolving credit. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company estimated assets of $10 million to $50 million and debts of $50 million to $100 million in its Chapter 11 petition. BLUEGREEN CORP: Unit Reaches $20-Mil. Facility With Nat'l Bank -------------------------------------------------------------- Bluegreen Corporation said its 51% owned consolidated subsidiary, Bluegreen/Big Cedar Vacations LLC, entered into a $20.0 million timeshare receivables hypothecation facility with National Bank of Arizona. Bluegreen said it has guaranteed the full payment and performance of Bluegreen/Big Cedar in connection with the Facility. The Facility provided for an 85% advance on eligible receivables which were pledged under the Facility at closing, subject to customary terms and conditions. All principal and interest payments received on pledged receivables are applied to principal and interest due under the Facility, with the remaining balance due in September 2017. Indebtedness under the Facility bears interest adjusted monthly at the 30-day London Interbank Offered Rate plus 5.25%, subject to a floor of 6.75%. The Facility includes affirmative, negative and financial covenants and events of default. Bluegreen Corporation -- http://www.bluegreencorp.com/-- is a provider of places to live and play through its resorts and residential community businesses. The company is organized into two divisions: Bluegreen Resorts and Bluegreen Communities. Bluegreen Resorts acquires, develops and markets vacation ownership interests (VOIs) in resorts located in drive-to vacation destinations and provides various services to third- party resort owners. Bluegreen Communities acquires, develops and subdivides property and markets residential land homesites, which are sold directly to retail customers who seek to build a home in a residential setting, in some cases on properties featuring a golf course and related amenities, and also offers real estate consulting and other services to third parties. It also generates income from its resort management business and through interest income earned from the financing of individual purchasers of VOIs, and homesites sold by Bluegreen Communities. Bluegreen Corp. has a 'CCC' corporate credit rating, with positive outlook, from Standard & Poor's Ratings Services. BROOKE CORP: SpiritBank Must Be Added as Defendant -------------------------------------------------- In Albert A. Riederer, Chapter 7 Trustee of Brooke Corporation, v. Logan Wildlife Corporation, The Leland Orr Self Directed IRA Account, and The Robert Orr Self Directed IRA Account, Adv. Proc. No. 09-6070 (Bankr. D. Kansas), the Chapter 7 Trustee sued to avoid fraudulent transfers under 11 U.S.C. Secs. 544 and 548 and K.S.A. 33-204 and -205, and to recover transferred property or the value of the property for the benefit of the estate under Sec. 550. The Defendants argued that the Complaint should be dismissed because the initial transferee, SpiritBank, is not a defendant. The Hon. Dale L. Somers denies the Defendants' Motion to Dismiss. Judge Somers says SpiritBank is a necessary party, and the Chapter 7 Trustee is ordered to join SpiritBank as a party, if such joinder is feasible. If joinder is not feasible, the Chapter 7 Trustee will so inform the Court, and further proceedings will be held to make the determinations required by Federal Rule of Civil Procedure 19(b). A copy of the Court's memorandum opinion is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20101006763 Albert Riederer was appointed special master of Brooke Corporation in prepetition federal court proceedings. Shortly after Brooke Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Kansas Lead Case No. 08-22786) on October 28, 2008, Mr. Riederer was appointed Chapter 11 Trustee. When the case was converted to Chapter 7 on June 29, 2009, Mr. Riederer was appointed Chapter 7 Trustee. On October 29, 2008, the Court granted a motion to jointly administer the bankruptcies of Brooke Corporation, Brooke Capital Corporation, and Brooke Investment, Inc., with the Brooke Corporation bankruptcy case being the lead case. BRUNO'S SUPERMARKETS: Southern Family to Close 2 Food World Stores ------------------------------------------------------------------ Dawn Kent at The Birmingham News reports that Southern Family Markets plans to close two Food World stores it bought out of bankruptcy last year. Southern Family Markets spokeswoman Julie Mann told Birmingham News that the stores, located at 518 Pelham Parkway in Pelham and 309 Main Street in Trussville, will close on or before Nov. 6, 2010. The stores have a combined 87 employees. According to the Birmingham News, the stores are among 31 Bruno's and Food World stores Southern Family purchased last year following the bankruptcy of their former owner, Bruno's Supermarkets LLC. "Since that time we have spent an immense amount of human and financial capital on these stores in an attempt to make them successful," The Birmingham News cited Ms. Mann as saying in an email. "However, because of the effects of the current challenging economic environment, it has become necessary to close these stores and liquidate the inventory at these locations." Mr. Mann noted that Food Worlds continue to operate in Homewood and Alabaster, The Birmingham News adds. About Bruno's Supermarkets Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC -- is a privately held company headquartered in Birmingham, Alabama. Bruno's is the parent company of the Bruno's, Food World, and FoodMax grocery store chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax locations in Alabama and the Florida panhandle. Founded in 1933, Bruno's has operated as an independent company since 2007 after undergoing several transitions and changes in ownership starting in 1995. The current owner is Lone Star Funds, a Dallas-based investor. Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr. N.D. Ala. Case No. 09-00634). Burr & Forman LLP is the Debtor's lead counsel. Najjar Denaburg, P.C., is the Debtor's conflicts counsel. Greenberg Traurig, LLP, is the official committee of unsecured creditors' counsel. Alvarez & Marsal is the Debtor's restructuring advisor. Bruno's estimated between $100 million and $500 million each in assets and debts in its Chapter 11 petition. Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc., for $45.8 million. C&S will operate 31 stores and liquidated the remainder. BUCKEYE TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Buckeye Technologies Inc. to 'BB+' from 'BB'. The rating outlook is stable. At the same time, S&P withdrew its 'BB' issue-level rating and '4' recovery rating on Buckeye's senior notes due 2013. This action follows the company's announcement that it has redeemed these securities through borrowings under its revolving credit facility and cash on hand. "The upgrade reflects Standard & Poor's view that favorable operating conditions and the likelihood of continued debt reduction from free cash flow generation will allow Buckeye to maintain credit metrics at a level more consistent with the 'BB+' rating given S&P's assessment of its fair business profile," said Standard & Poor's credit analyst Tobias Crabtree. Specifically, S&P expects the company will be able to maintain leverage at or below its current level of approximately 2.1x as of June 30, 2010, over the next 12 to 18 months. S&P's rating outlook also incorporates the expectation that the company's financial policy remains modest toward increased shareholder rewards or acquisitions. The stable rating outlook reflects S&P's view that favorable operating conditions, reflecting an expected gradual recovery in economic conditions and consumer spending, are likely to allow Buckeye to maintain its credit measures at a level consistent with the 'BB+' rating. S&P's ratings outlook incorporates the expectation of an at least 20% improvement in EBITDA from its June 30, 2010, level of about $125 million, and that the company will continue to use free cash flow to reduce debt, resulting in adjusted debt to EBITDA being maintained below 2x. At this time, S&P considers a ratings downgrade to be unlikely given its view of the company's intermediate financial risk profile and its assessment that cushion exists at the 'BB+' rating to absorb a decline in fluff pulp and specialty fiber demand or prices. For a lower rating, S&P thinks debt to EBITDA would need to increase to around 3.5x on a sustained basis, which S&P thinks would be more in line with a significant financial profile and a 'BB' rating given the company's fair business risk profile. A ratings upgrade is unlikely at this time given S&P's assessment of Buckeye's business profile as fair. However, S&P could consider raising the rating to investment grade if, in its view, Buckeye strengthens its business risk profile and widens its cash flow generating capability through prudently managed and financed growth initiatives, including internal expansion or acquisitions in stable end markets. CANNON RANCH: Section 341(a) Meeting Scheduled for Oct. 25 ---------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Cannon Ranch, LLC's creditors on October 25, 2010, at 11:30 a.m. The meeting will be held at Room 100-B, 501 East Polk Street, (Timberlake Annex), Tampa, FL 33602. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11 bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10- 23503). David S. Jennis, Esq., at Jennis & Bowen, P.L., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliates Professional Land Development, LLC, filed a separate Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No. 10-02569). CANNON RANCH: Taps Jennis & Bowen as Bankruptcy Counsel ------------------------------------------------------- Cannon Ranch, LLC, asks for authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jennis & Bowen, P.L., as bankruptcy counsel. J&B will, among other things: (a) take necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objections, when appropriate, to claims filed against the estate; (b) prepare any applications, answers, orders, reports, and papers in connection with the administration of the estate; (c) counsel the Debtor with regard to its rights and obligations as a debtor-in-possession; (d) prepare and file schedules of assets and liabilities; and (e) prepare and file a Chapter 11 plan of reorganization and corresponding disclosure statement. The hourly rates of J&B's personnel are: Paralegals $110-$145 Attorneys $185-$375 David S. Jennis, Esq., a managing member at J&B, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11 bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10- 23503). The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliates Professional Land Development, LLC, filed a separate Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No. 10-02569). CHANDRA PAYTON: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Chandra Wati Payton 11343 Stevens Avenue Culver City, CA 90230 Bankruptcy Case No.: 10-51650 Chapter 11 Petition Date: September 29, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: M. Jonathan Hayes, Esq. LAW OFFICE OF M. JONATHAN HAYES 9700 Reseda Bl, Ste201 Northridge, CA 91324 Tel: (818) 882-5600 Fax: (818) 882-5610 E-mail: jhayes@polarisnet.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-51650.pdf CHRIST HARVESTERS: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Christ Harvesters Ministry International, Inc. 4341 Dallas Highway Marietta, GA 30064 Bankruptcy Case No.: 10-89284 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: John J. McManus, Esq. JOHN J. MCMANUS & ASSOCIATES, P.C. 3554 Habersham at Northlake, Building H Tucker, GA 30084 Tel: (770) 492-1000 E-mail: jmcmanus@mcmanus-law.com Scheduled Assets: $2,701,200 Scheduled Debts: $4,318,023 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-89284.pdf The petition was signed by David N. Karanja, CEO. CLEARWIRE CORP: S&P Puts 'B-' Rating on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said it placed its ratings on Kirkland, Wash.-based wireless carrier Clearwire Corp., including the 'B-' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch placement is prompted by S&P's view that the Clearwire faces significant near-term liquidity risks," said Standard & Poor's credit analyst Allyn Arden. S&P plans to assess the company's plans for raising additional capital to fund operations through 2011 and perhaps longer, as well as its strategic direction, which appears to us to be evolving. Clearwire entered 2010 with about $3.8 billion of cash and equivalents, although S&P expects its cash outflows will be between $3.0 billion and $3.2 billion for the year, primarily because of capital spending to build its 4G wireless network. At the end of the second quarter of 2010, it had around $2.2 billion of cash, although it recently raised about $290 million through an equity rights offering. "Given the substantial capital spending requirements and expected operating losses to support the network deployment, S&P believes that Clearwire's cash balances may reach dangerously low levels in the first quarter of 2011," added Mr. Arden. While new financing could take the form of spectrum sales or debt issuance, there has not been any formal announcement from the company's equity partners, which include Sprint Nextel Corp. (BB-/Negative/--), Comcast Corp. (BBB+/Stable/A-2), and Time Warner Cable Inc. (BBB/Stable/--), as to the timing and magnitude of any additional funding. S&P believes that ongoing equity infusions from the partners are critical to the long-term sustainability of Clearwire's business plans. "S&P expects to resolve the CreditWatch during the next few months after evaluating the company's near- and longer-term financing plans, as well as its strategic direction," concluded Mr. Arden, "A downgrade, if any, could exceed one notch." COACHMEN INDUSTRIES: Directors Reelected as GAMCO Nominees Barred ----------------------------------------------------------------- In January 2010, Coachmen Industries Inc. received two separate Notices of Intent to Nominate Directors at the Company's 2010 annual Meeting of Shareholders from GAMCO Asset Management, Inc. GAMCO amended its Schedule 13D relating to the Company on January 28, 2010 and January 29, 2010 to disclose that it had sent letters to the Company announcing its intention to recommend up to three individuals for nomination for election as directors of the Company at the 2010 annual meeting, and recommending Glenn J. Angiolillo, Avrum Gray, and Robert S. Prather, Jr. as nominees to our Board. After receipt of the notices of nomination, the Board of Directors determined that the notices of nomination did not provide all of the information required by the Company's Bylaws. Because the notices of nomination were not amended or supplemented to provide the required information prior to the January 30, 2010 deadline for nominations for the 2010 annual meeting of shareholders, the Board of Directors determined that the purported nominations did not comply with the Company's Bylaws. Because the Board of Directors determined that the purported nominations did not comply with the Company's Bylaws, the Company's Chairman disallowed votes cast for Mr. Angiolillo, Mr. Gray and Mr. Prather at the 2010 annual meeting of shareholders held April 29, 2010. At the 2010 annual meeting of shareholders, Mr. Robert J. Deputy, Mr. Richard M. Lavers and Mr. Edwin W, Miller were elected to the Company's Board of Directors for terms ending at the Company's 2013 annual meeting of shareholders. After considering the foregoing facts, the Company's Board of Directors determined that it would be in the best interests of the Company's shareholders to resolve all questions regarding the validity of the election of directors at the 2010 annual meeting by calling for a new election of directors at a special meeting of shareholders held on September 28, 2010. Each of Mr. Deputy, Mr. Lavers and Mr. Miller resigned as a member of the Company's Board, effective immediately prior to election of their respective successors at the Special Meeting. The Board of Directors nominated Mr. Deputy, Mr. Lavers and Mr. Miller to fill the vacancies created by their resignations. At the Special Meeting, each of Mr. Deputy, Mr. Lavers and Mr. Miller was elected to a three-year term expiring in 2013. The tabulation of votes for the election of directors: For Withheld --- -------- Robert J. Deputy 24,299,087 7,510,263 Richard M. Lavers 24,104,279 7,705,071 Edwin W. Miller 24,109,183 7,700,167 Also at the Special Meeting, the shareholders voted on a proposal to increase the number of the Company's authorized shares to 100,000,000. The tabulation of votes on the amendment proposal: For Against Abstain --- ------- ------- 28,003,757 6,162,184 4,749 About All American Group Elkhart, Indiana-based All American Group, Inc., formerly Coachmen Industries, Inc., (OTC:COHM.PK) says it is one of America's premier systems-built construction companies under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R), and MOD-U- KRAF(R) brands, as well as a manufacturer of specialty vehicles. At June 30, 2010, the Company had total assets of $81.310 million, total liabilities of $48.104 million, and shareholders' equity of $33.206 million. During the first quarter of 2010, the Company failed to meet certain financial covenants of the credit agreement with H.I.G. All American LLC. H.I.G. did not declare the Company to be in default of any covenant and on April 5, 2010, the Company and H.I.G. entered into the First Amendment to the Loan Agreement. H.I.G. waived specified Events of Default that had occurred under the Loan Agreement dated October 27, 2009 between the Company and H.I.G. prior to April 5, 2010. The Company said in its Form 10-Q report for the second quarter of 2010, that operating results for the six month period ended June 30, 2010, failed to meet the revised debt covenants set with H.I.G. in the First Amendment to the Loan Agreement. H.I.G. has waived the covenant defaults through July 31, 2010 in exchange for a waiver fee and expenses of $800,000 representing the value of the penalties prescribed in the First Amendment, plus expenses, and the issuance on August 24, 2010 of the Second Amended and Restated Tranche B Note. The Second Amendment provides that the waiver fee and expenses, plus accrued interest on the convertible debt thru August 24, 2010 of $800,000, be added to the principal amount of the convertible note. As a result of the Second Amendment, the Tranche B Note has a face value of $12.5 million. The Board of Directors and H.I.G. are currently in discussions to work out mutually acceptable agreements for the long-term. Since the Company cannot be assured it will be in compliance with the existing covenants after July 31, 2010 and discussions with H.I.G. regarding revised covenants are continuing. * * * McGladrey & Pullen LLP, in Elkhart, Indiana, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The auditors noted that Coachmen has suffered recurring losses from operations and continues to operate in an industry where economic recovery has been very slow. COAST CRANE: Essex Rental Balks at Rules for Firm's Auction ----------------------------------------------------------- Essex Rental Corp. is objecting to the proposed rules for Coast Crane Co.'s bankruptcy auction, arguing that they are designed to "favor" proposed lead bidder Clearlake Capital Group and the private-investment firm's $80.2 million offer, Dow Jones' DBR Small Cap reports. Seattle, Washington-based Coast Crane Company leases, sells and services tower cranes, forklifts, hoists, elevators, boom lifts, scissor lifts and other heavy equipment used in commercial construction throughout the world. Coast Crane filed for Chapter 11 bankruptcy protection on September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229). Brian L. Lewis, Esq., David C. Neu, Esq., and Michael J. Gearin, Esq., at K&L Gates LLP, assist the Debtor in its restructuring effort. The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million. T. Scott Aliva at CRG Partners Group LLC is the Debtor's chief restructuring officer. COMPLIANCE SYSTEMS: Fails to Pay Dividends on Series B Shares ------------------------------------------------------------ Compliance Systems Corporation said it failed to pay dividends on the 1.25 million outstanding shares of its Series B Senior Subordinated Convertible Voting Preferred Stock that were payable on the last day of each month during its third fiscal quarter ended September 30, 2010. Dividends on the Series B Preferred Stock may only be paid out of funds legally available for such purpose. Under Nevada law, generally, a corporation's distribution to stockholders may only be made if, after giving effect to such distribution: i) the corporation would be able to pay its debts as they become due in the usual course of business and ii) the corporation's total assets equal or exceed the sum of the corporation's liabilities plus the amount that would be needed, if the corporation was to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose rights are superior to those receiving the distribution. The Company said, "All of the outstanding shares of Series B Preferred Stock are held by Barry M. Brookstein, our Chief Financial Officer and a principal stockholder of our company, and Spirits Management, Inc., an entity controlled by Brookstein. Although we have been and currently are legally unable to pay the Series B Preferred Stock dividends when due, the dividends have been and are continuing to be accrued until such time as the monthly dividends can lawfully be paid under Nevada law." "For our third fiscal quarter of 2010, the amount of dividends not paid on the Series B Preferred Stock totaled $37,500, consisting of $15,000 due Brookstein and $22,500 due Spirits. To compensate the holders of the outstanding Series B Preferred Stock for the failure to pay dividends when due, on September 30, 2010, we granted such holders five-year warrants to purchase shares of our common stock, par value $0.001 per share, at $0.01 per Dividend Accrual Warrant Share, at the rate of 100 Deferred Accrual Warrants for every $1 of dividend accrued during the fiscal quarter. "Accordingly, effective as of September 30, 2010, we granted 1.5 million Dividend Accrual Warrants to Brookstein and 2.25 million Dividend Accrual Warrants to Spirits. We believe that the grants of the Dividend Accrual Warrants were exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act, due to the fact that the grants were conducted pursuant to transactions not involving any public offering," said the Company. About Compliance Systems Headquartered in Glen Cove, New York, Compliance Systems Corporation operates its principal businesses through two of its subsidiaries, Call Compliance, Inc. and Execuserve Corp. Call Compliance helps telemarketing operators ensure compliance in the highly regulated, strictly enforced Do-Not-Call and other telemarketing guidelines environment. Execuserve provides organizations, who are hiring employees, with tests and other evaluation tools and services to assess and compare job candidates. COSMETIC ESSENCE: Littlejohn Leads Restructuring ------------------------------------------------ Littlejohn & Co. has led a restructuring of Cosmetic Essence Inc., a business once owned by Onex Corp., Dow Jones' DBR Small Cap reports. D&L HEATING: To Liquidate Under Chapter 7 ----------------------------------------- Aaron Kremer, writing for Richmond BizSense, reports that D&L Heating and Cooling, located on McCabe Court in Chesterfield, filed for Chapter 7 liquidation last week. D&L lists assets of $12,000 and liabilities of $255,000. That company is run by Larry Waye McCage. The firm is represented by: Jeanne Hovenden, Esq. ROBERTS & HOVENDEN 7459 Old Hickory Drive Mechanicsville, Virginia 23111 Tel: (804) 746-4000 (800) 388-8298 Fax: (804) 746-4146 DALE FINCK: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Dale M. Finck 34 East Cactus Wren Drive Phoenix, AZ 85020 Bankruptcy Case No.: 10-31123 Chapter 11 Petition Date: September 28, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Redfield T. Baum Sr. Debtor's Counsel: Beth J. Shapiro, Esq. Randy Nussbaum, Esq. NUSSBAUM & GILLIS PC 14500 N Northsight Blvd., Ste. 116 Scottsdale, AZ 85260 Tel: (480) 609-0011 Fax: (480) 609-0016 E-mail: bshapiro@nussbaumgillis.com rnussbaum@nussbaumgillis.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb10-31123.pdf Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- McKelvey Trucking Co. 09-28745 11/09/09 McKelvey Truck Leasing 09-28751 11/09/09 MTC Leasing 09-_____ 11/09/09 DANIEL GURKIN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Daniel Brian Gurkin Sonya Pope Gurkin P.O. Box 423 Erwin, NC 28339 Bankruptcy Case No.: 10-08118 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Debtors' Counsel: J.M. Cook, Esq. ATTORNEY AT LAW P.O. Box 2241 Raleigh, NC 27602 Tel: (919) 675-2411 E-mail: J.M.Cook@jmcookesq.com Scheduled Assets: $871,787 Scheduled Debts: $2,333,503 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb10-08118.pdf DAVID FELDMAN: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: David L. Feldman aka ZF Micro Solutions, Inc. aka ZF Micro Devices, Inc. 926 Industrial Avenue Palo Alto, CA 94303 Bankruptcy Case No.: 10-60396 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Charles Novack Debtor's Counsel: John L. Mlnarik, Esq. THE MLNARK LAW GROUP, INC. 2328 Walsh Avenue, #H Santa Clara, CA 95051 Tel: (408)919-0088 E-mail: john@mlnariklaw.com Scheduled Assets: $1,108,947 Scheduled Debts: $2,302,418 A list of the Debtor's 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-60396.pdf Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- ZF Micro Solutions, Inc. 10-60334 10/01/10 DENNY'S CORPORATION: Secures $300 Million Credit Facility --------------------------------------------------------- Denny's Corporation has secured a $300 million credit facility that is comprised of a $50 million five year senior secured revolver and a $250 million six year senior secured term loan in connection with the amendment and restatement of Denny's existing senior secured credit facilities. The new credit facility provides the Company with increased financial flexibility while extending the maturities until 2015 and 2016. "The closing of this amended and restated facility substantially increases our financial flexibility through the relaxing of restrictive covenants and an ability to return value to stockholders over time through debt reduction and additional measures. The amended and restated facility is a testament to the progress we have made over the years to position our Company in a much more advantageous position both financially and as a leader in the industry," commented Debra Smithart-Oglesby, Interim Chief Executive Officer and Board Chair. "This facility will help us continue to execute on our strategy of gaining market share and improving our operating performance over time." Borrowings for the term loan will bear interest at a rate set at LIBOR plus 475 basis points, with a LIBOR floor of 1.75%. The loan was issued at 98.5%, reflecting an Original Issue Discount. The credit facility includes an accordion feature that would allow the Company to increase the size of the facility to $325 million. A portion of the proceeds of the term loans are being used to repurchase or redeem the $175 million aggregate principal amount of 10% Senior Notes due 2012 issued by Denny's Holdings, Inc. a wholly-owned subsidiary of Denny's Corporation and guaranteed by Denny's Corporation. Denny's Holdings had previously announced an offer to purchase for cash any and all of its Notes and that an aggregate of $125,266,000 principal amount of its Notes that had been validly tendered and not validly withdrawn prior to September 22, 2010, at 5:00 p.m., New York City time. Denny's Holdings has now paid $1,002.50 for each $1,000 principal amount of the Notes validly tendered on or prior to the Consent Date, which included a consent payment of $10.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest on the purchased Notes up to, but not including, September 30, 2010. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on October 6, 2010, unless extended. Any Notes tendered after 5:00 p.m., New York City time, on September 22, 2010 may not be withdrawn unless required by law. The "Tender Offer Consideration" for each $1,000 principal amount of the Notes validly tendered after the Consent Date and on or before the Expiration Time and accepted for purchase will be $992.50. The terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2010, and the related Consent and Letter of Transmittal. Additionally, the Supplemental Indenture dated as of September 22, 2010 among Denny's Holdings, Denny's Corporation, and U.S. Bank National Association, as trustee, that amends and supplements the Indenture dated as of October 5, 2004, among Denny's Holdings, Denny's Corporation and the Trustee has now become operative and substantially all of the restrictive covenants and certain events of default contained in the Indenture have been eliminated. On October 1, 2010, Denny's intends to give a notice of redemption pursuant to the Indenture providing that it will redeem all Notes not purchased in the Tender Offer at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. The Company's balance sheet for June 30, 2010, showed $296.6 million in total assets, $409.5 million in total liabilities, and a stockholders' deficit of $112.9 million. Denny's carries "B2" corporate family and probability of default ratings from Moody's Investors Service. As reported by the Troubled Company Reporter on Sept. 15, Standard and Poor's affirmed Denny's Corp.'s corporate credit rating at 'B+'. DONALD WILKEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Donald Wilken Tammi Wilken P.O. Box 250 Greenwood, NE 68366 Bankruptcy Case No.: 10-82819 Chapter 11 Petition Date: September 29, 2010 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: David Grant Hicks, Esq. POLLAK & HICKS PC 6910 Pacific St. #216 Omaha, NE 68106 Tel: (402) 345-1717 E-mail: dhickslaw@aol.com Scheduled Assets: $967,532 Scheduled Debts: $1,497,215 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/neb10-82819.pdf DREIER LP: Founder's Alimony Dispute Remains in Bankruptcy Court ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports U.S. Bankruptcy Judge Stuart M. Bernstein ruled on Oct. 4 in the bankruptcy of Marc Dreier that a bankruptcy court can interpret an agreement from a matrimonial case with the same facility as the divorce court. Mr. Rochelle recounts that Mr. Dreier and his wife separated in 2003, making a settlement at the time calling for the payment of alimony. The former wife served a notice of default in December 2008, contending $7.1 million in alimony was accelerated. The notice came before an involuntary petition was filed against Mr. Dreier in January 2009. The former wife contends that the entire $7.1 million is a first priority debt in her former husband's bankruptcy, and that the state matrimonial court was the proper forum to decide whether the debt was accelerated. Mr. Dreier's trustee objected. According to Mr. Rochelle, Judge Bernstein ruled that the wife is free to enforce her alimony claim in state court from property that isn't part of the bankrupt estate. However, because the former wife wanted to collect alimony from the bankrupt estate, Judge Bernstein said the automatic stay applies and precludes her from taking action in state court. About Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On December 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier has been charged by the U.S. government for conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-cr-00085). Dreier LLP sought chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-15051) on December 16, 2008. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel. The Debtor estimated assets of $100 million to $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. Wachovia Bank National Association, Sheila M. Gowan as trustee for Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post- confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that put Mr. Dreier into bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier, 60, pleaded guilty to fraud and other charges in May 2009. The scheme to sell $700 million in fake notes unraveled in late 2008. Mr. Dreier is serving a 20-year sentence in a federal prison in Minneapolis. DRESSER INC: S&P Puts 'B' Rating on CreditWatch Positive -------------------------------------------------------- Standard & Poor's Ratings Services said it placed all its ratings on Dresser Inc., including the 'B' corporate credit rating, on CreditWatch with positive implications. The rating action follows the announcement that General Electric Co. (AA+/Stable/A-1+) will acquire Dresser for $3 billion. Terms of the financing have not been disclosed. The positive CreditWatch listing for Dresser reflects GE's superior credit strength. Standard & Poor's will resolve the CreditWatch listing once the transaction closes. The agreement is subject to regulatory approval. DUPONT FABROS: Moody's Affirms 'Ba2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed the Ba2 corporate family and senior unsecured ratings of DuPont Fabros Technology, Inc and assigned a (P)Ba3 rating to the REITs preferred equity shelf. The rating agency also revised the issuer's rating outlook to positive from stable, reflecting Moody's expectation that DuPont Fabros will continue to grow prudently through development and lease-up of its data centers, while meaningfully reducing secured debt and increasing the quality and size of the unencumbered property pool. These ratings were affirmed with a positive outlook: * DuPont Fabros Technology L.P. -- Ba2 senior unsecured. * DuPont Fabros Technology, Inc. -- Ba2 corporate family rating. These ratings were assigned with a positive outlook: * DuPont Fabros Technology, Inc. -- (P)Ba3 preferred equity shelf. Ratings Rationale DuPont Fabros' strategy is to grow through the construction and leasing of its wholesale datacenters. Development relative to gross assets at the end of the second quarter this year was 30.1% and is likely to remain at a high level for the foreseeable future. Moody's believes the associated risk and funding requirements will be mitigated with sufficient liquidity maintained by the company. This includes a $100 million unused line of credit, a low FFO payout ratio which is expected to average 25% in 2010 and no significant debt obligations coming due until 2014, after proceeds from DuPont Fabros' new preferred equity offering are utilized to retire the ACC4 Term Loan due in October 2011(upon successful placement of the new preferred, to be issued from the preferred shelf, Moody's expects to assign it a Ba3 rating). According to Moody's, DuPont Fabros has enhanced its credit profile by reducing secured leverage (to 13.9% of gross assets at June 30 from 34.6% at the end of 2008) and increasing unencumbered assets to 42.7% of gross assets from nothing over the same period. Other credit positives include low overall leverage, with debt to gross assets of 36.0% and net debt / EBITDA of 4.0x as of the end of the second quarter. A key risk which somewhat offsets these factors is concentration of several types: geographic, asset and tenant. Moody's anticipates, however, that the company will be able to improve diversification with successful execution of its strategy. Moody's indicated that the ratings would be upgraded with increased size ($2.5 billion in gross assets), diversity of tenants and geographical exposure. In addition, net debt / EBITDA would need to stay below 5x and secured debt below 10% of gross assets, with the REIT maintaining fixed charge coverage above 2x and unencumbered assets above 40% of gross assets. Moody's would likely revisit the ratings with a negative bias should the REIT demonstrate an inability to lease newly developed assets at pro-forma rents in a timely manner, which would lead to diminished cash flows and negatively impact coverage and leverage ratios. Downward ratings pressure would also follow any material shift in the competitive dynamics of the data center space that negatively impacts demand. Other triggers for a downgrade include any reversion of DuPont Fabros' financing strategy to a secured platform, resulting in increased secured debt and decreased unencumbered assets, or the loss of a large, high profile tenant that leads to weaker credit metrics and possible deterioration in the company's reputation. Moody's most recent rating activity with respect to DuPont Fabros was on December 3, 2009 when the rating agency assigned a (P)Ba2 rating to the issuer with a stable outlook. DuPont Fabros Technology, Inc., is a real estate investment trust headquartered in Washington, D.C., and is a leading owner, developer, operator and manager of wholesale data centers. The Company's data centers are highly specialized, secure facilities used primarily by national and international Internet and enterprise companies to house, power and cool the computer servers that support many of their most critical business processes. DUPONT FABROS: S&P Puts 'B-' Rating on $125 Mil. Preferred Stock ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' rating to the proposed $125 million series A preferred stock issued by DuPont Fabros Technology Inc. The company could upsize the issue to $150 million and plans to use proceeds from the offering to partially fund the prepayment of a $197.5 million term loan that matures in October 2011. The new preferred stock will rank junior to all existing and future debt and senior to all common stock. Holders of the preferred securities will have no voting rights, but they will have the option to elect two members to the company's board of directors in the event that they do not receive six quarterly dividend payments. Additionally, nonpayment of preferred dividends will preclude the company's ability to make dividend payments on and the repurchase of securities subordinate to the preferred stock. The series A preferred shares have no maturity date and are callable by the company after October 2015. S&P expects the dividend payment on the company's series A preferred stock to be higher than the present interest rate (LIBOR plus 350 basis points) on the term loan being retired, which could put pressure on fixed-charge coverage. However, the transaction moderately reduces the company's exposure to variable-rate debt and alleviates near-term maturity risk. S&P's ratings on DuPont Fabros reflect the datacenter REIT's aggressive financial risk profile, marked by slim debt protection measures and sizable development pursuits, and its fair business risk profile, given its smaller, geographically concentrated operating portfolio, high tenant concentration, strong occupancy, and good tenant credit quality. The company's liquidity is adequate, in S&P's view, to meet its funding needs. As of June 30, 2010, all seven of DuPont Fabros' operating properties were fully leased, and all four of its development projects were fully funded, following a $305 million equity offering late in the second quarter of 2010. Leverage and debt- to-EBITDA had declined to 40% (from 46% in fiscal 2009) and 6.5x (from 8.4x), respectively, while fixed-charge coverage remained slim at 1.5x. Pro forma for the recent transaction and leasing activity, S&P expects FCC to improve modestly in second-half 2010. S&P also expect debt levels to rise as the REIT pursues balanced growth and believe cash flows will remain steady in the near term due to currently strong average tenant quality and minimal lease rollovers. Rating List DuPont Fabros Technology Inc. Corporate credit BB-/Stable/-- Rating Assigned DuPont Fabros Technology Inc. $125 million series A preferred stock B- DUVAL DEVELOPMENT: To Liquidate After Partner Goes Bankrupt ----------------------------------------------------------- Aaron Kremer, writing for Richmond BizSense, reports that DuVal Development Inc. on Friday filed for Chapter 7 liquidation -- a little more than two weeks after one of its development partners, Hank Wilton, filed for Chapter 11 bankruptcy protection. The report says DuVal Development lists no assets and unsecured claims of $442,000. The report says the biggest local creditors include People's Bank of Virginia, owed $200,000; Heritage Electric Corp, owed $66,635; Timmons Group, owed $47,849; and Hopson, Habernicht & Cave, owed $10,577. The report notes company president William DuVal said the company invested in a Henrico residential real estate project with Hank Wilton. The project was unable to sell an adequate number of lots, Mr. DuVal said, and as the project soured, he then wrote a promissory note to Wilton for $1.5 million. Mr. DuVal said he doesn't expect to see much of that note now that Wilton has filed for Chapter 11. The report also relates Mr. DuVal said that the entity accounts for only 5% of his overall business operations. The other 95% include residential and commercial development under a sole proprietorship in his name. DuVal is represented by: Roy M. Terry, Jr., Esq. DURRETTE BRADSHAW PLC Bank of America Center, 16th Floor 1111 East Main Street Richmond, VA 23219 Telephone: (804) 775-6948 Facsimile: (804) 775-6911 E-mail: rterry@durrettebradshaw.com EMMIS COMMS: H. Freeman Resignation Effective September 27 ---------------------------------------------------------- Heath Freeman resigned, pursuant to a Resignation dated May 25, 2010, from his position as a member of the Board of Directors of Emmis Communications Corporation effective immediately upon the termination, if any, of the Securities Purchase Agreement, dated May 24, 2010, by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Acquisition, LLC and Jeffrey H. Smulyan pursuant to Article VIII of the Purchase Agreement. On September 27, 2010, Alden Media Holdings, LLC delivered a notice to JS Acquisition LLC pursuant to Section 8.1(c) of the Purchase Agreement electing to terminate the Purchase Agreement effective immediately. Accordingly, Mr. Freeman's resignation became effective on September 27, 2010. About Emmis Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates radio stations and magazine publications in the U.S. and in Europe. At February 28, 2010, the Company had $498,168,000 in total assets; $487,246,000 in total liabilities and $140,459,000 in Series A Cumulative Convertible Preferred Stock; and a shareholders' deficit of $178,959,000. At February 28, 2010, the Company had non-controlling interests of $49,422,000 and total deficit of $129,537,000. As of April 15, 2010, the Company had not paid the Preferred Stock dividend for six consecutive quarterly periods. * * * In April 2009, Moody's cut its corporate family rating on the Company to 'Caa2'. In May 2009, S&P raised its corporate credit rating on the Company to 'CCC+'. In June, S&P withdrew the 'CCC+' Corp. Credit Rating at the Company's request. ENERGY FUTURE: Oncor Unveils Results of Exchange Offer ------------------------------------------------------ Oncor announced the expiration and results of its offer to eligible holders to exchange (1) up to $350,000,000 aggregate principal amount of Oncor's outstanding 6.375% Senior Secured Notes due 2012 for a new series of senior secured notes due 2017, and (2) up to $325,000,000 aggregate principal amount of Oncor's outstanding 5.95% Senior Secured Notes due 2013 for a new series of senior secured notes due 2020. According to Global Bondholder Services Corporation, the exchange agent for the exchange offer, as of 11:59 p.m., New York City time, on October 5, 2010, the aggregate principal amount of the 2012 Notes and 2013 Notes validly tendered and not validly withdrawn was $324.4 million and $126.3 million, respectively. Oncor has accepted all of the Existing Notes validly tendered and not validly withdrawn as of the Expiration Date. The settlement date for the exchange offer is expected to be Friday, October 8, 2010. Eligible holders who validly tendered and did not validly withdraw their old notes at or prior to the Expiration Date, will receive on the Settlement Date the "exchange offer consideration", which will be, for each $1,000 principal amount of Existing Notes tendered and accepted for exchange by Oncor, $1,000 principal amount of 2017 Notes or 2020 Notes, as applicable. The exchange offer consideration is inclusive of an "early participation premium" of $30.00 principal amount of applicable New Notes, payable to eligible holders who validly tendered and who did not validly withdraw their old notes at or prior to the "early participation date." As previously announced, Oncor extended the early participation date from September 21, 2010 to the Expiration Date. The New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The issuance of New Notes will be rounded down to the nearest $1,000 principal amount. Oncor will pay any difference in cash on the Settlement Date. Consummation of the exchange offer is subject to a number of conditions, including the absence of certain adverse legal and market developments. Oncor will not receive any cash proceeds from the exchange offer. The exchange offer was conducted upon the terms and subject to the conditions set forth in an offering memorandum and the related letter of transmittal. The exchange offer was only made, and copies of the offering documents were only made available, to eligible holders of the Existing Notes, each of whom has certified its status as (1) a "qualified institutional buyer" under Rule 144A under the Securities Act of 1933, or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act of 1933. The New Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration or an applicable exemption from registration requirements. About Oncor Oncor is a regulated electric distribution and transmission business that uses superior asset management skills to provide reliable electricity delivery to consumers. Oncor operates the largest distribution and transmission system in Texas, delivering power to approximately 3 million homes and businesses and operating approximately 117,000 miles of distribution and transmission lines in Texas. While Oncor is owned by a limited number of investors -- including majority owner, Energy Future Holdings Corp. -- Oncor is managed by its Board of Directors, which is comprised of a majority of independent directors. About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas- Fort Worth. EFH Corp. was created in October 2007 for the buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. * * * As reported by the Troubled Company Reporter on August 19, 2010, Fitch Ratings downgraded the Issuer Default Ratings of Energy Future Holdings Corp. and its subsidiaries Energy Future Intermediate Holding Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Competitive Holdings Company by one notch to 'CCC' from 'B-'. The downgrades of the IDRs of EFH and its non-ring-fenced subsidiaries reflect large debt maturities occurring in 2014, over-leveraged capital structure, cash flow dependence on the forward natural gas NYMEX curve, which has been consistently moving down since mid-2008, and the likely outcome of future debt exchanges and amend-and-extend bank facility negotiations. In Fitch's view, potential defaults in 2011-2012 are considered more likely to result from coercive debt exchanges and unlikely to result from payment defaults. The TCR on August 19 also reported that Moody's Investors Service changed the probability of default rating for Energy Future Holdings to Caa2/LD from Ca following the completion of a debt restructuring which Moody's views as a distressed exchange. EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed. The rating outlook remains negative. EFH recently executed a debt restructuring which involved an exchange of its 10.875% senior unsecured (guaranteed) notes due 2017 and its 11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due 2017 for new 10.00% senior secured notes due 2020 issued at EFIH, plus approximately $500 million in cash, plus accrued interest. These events had the effect of allowing EFH to reduce its overall net debt by approximately $1.0 billion and extend a portion of its maturities. The transaction crystallized losses for investors of approximately 30%. Taken as a whole, Moody's views the transaction as a distressed exchange and has classified this transaction as a limited default by appending an LD designation to the PDR. In approximately three business days, Moody's will remove the LD designation and reposition the PDR to Caa2. The affirmation of EFH's Caa1 CFR considers the very weak financial profile, untenable capital structure, questionable long- term business plan and material operating headwinds for the company. Moody's believes EFH has very little financial flexibility. ENTERGY ARKANSAS: Moody's Affirms 'Ba1' Preferred Stock Rating -------------------------------------------------------------- Moody's Investors Service assigned a senior secured rating of A3 to Entergy Arkansas' new issuance of first mortgage bonds, to be used to refinance outstanding first mortgage bonds. Concurrent with this rating assignment, Moody's affirmed all of Entergy Arkansas' existing ratings, including all senior secured debt at A3; all senior unsecured debt and its Issuer Rating at Baa2; and all preferred stock at Ba1. The rating outlook is stable. Ratings assigned: -- Entergy Arkansas $225 MM First Mortgage Bonds due 2026 at A3. Ratings affirmed: -- Entergy Arkansas' A3 all senior secured; Baa2 all senior unsecured and Issuer Rating; and Ba1 all preferred stock. Ratings Rationale The ratings of Entergy Arkansas reflect the below average regulatory environment in Arkansas, although its most recent rate case outcome was an improvement over its last rate case outcome in 2007. The new June 2010 rate case settlement included a $63.7 million rate increase and a 10.2% allowed return on equity, approximately 40% of the company's revised request. The settlement did not include some of the cost recovery mechanisms requested by the company, however, including a formula rate plan and transmission rider, that Moody's would have viewed as credit supportive. The settlement did allow for a formula rate plan to be addressed in a separate proceeding. Regulatory risk at Entergy Arkansas has been largely offset by financial and cash flow coverage metrics that have historically been strong for its rating. These include CFO pre-working capital interest coverage of between 5.3x and 5.5x and CFO pre-working capital to debt ranging from 23% to 28% from 2005 through 2008. Unlike several of its affiliate Entergy utilities, EA has not exhibited the variability in coverage metrics caused by large hurricane related costs and subsequent recoveries. EA's coverage metrics declined in 2009 to 4.4x CFO pre-working capital interest coverage and 17.4% CFO pre-working capital to debt due partly to the rate reduction implemented following the 2007 rate case decision, which negatively affected cash flow. The company also experienced slowing demand and recessionary conditions in its service territory. Financial metrics should improve somewhat following the company's most recent rate settlement and should continue to remain sufficient to support its current ratings. The rating also considers ongoing uncertainty over the utility's continued participation in the Entergy system agreement, the arrangement among Entergy's operating companies to share generating capacity and other generating resources. Because of EA's concern that its participation in the system agreement may no longer be cost effective, it submitted its notice in 2005 that it will terminate its participation in the agreement effective 2013. The company is considering operating as a stand-alone utility, as a member of the Southwest Power Pool, or with a successor agreement with Entergy. On August 31, 2010, the Arkansas Public Service Commission issued an order indicating that it thought that the utility was not completely and expeditiously analyzing the alternatives to its continued participation in the system agreement. The APSC established a speedier procedural schedule that calls for EA to submit its assessment and recommendation by April 22, 2011, much earlier than the utility's proposed date of November 2011. The utility has indicated that it will meet the new timetable. EA relies for the most part on its participation in the Entergy system money pool for short-term funding needs, maintaining a small $75 million bank credit facility on its own, which had no outstandings as of June 30, 2010. The parent company maintains a $3.5 billion credit facility expiring in August 2012, which had approximately $3 billion outstanding as of September 13, 2010. The parent company has since improved its liquidity position by reducing its revolver borrowings by approximately $1 billion following the issuance of senior notes in September. The rating outlook of Entergy Arkansas is stable, reflecting Moody's expectation that the company will continue to generate financial metrics supportive of its current rating, offsetting the risk associated with operating in a below average regulatory environment. It also considers that the most recent rate case settlement was in improvement over its 2007 rate case outcome and will allow the company to reverse the decline in financial metrics, reduce regulatory lag, and earn closer to its allowed return on equity. The stable outlook also assumes that the ongoing dispute over the Entergy system agreement will eventually be resolved in a manner not detrimental to credit quality. Ratings could be raised if there is an improvement in the credit supportiveness of the regulatory environment in Arkansas, including the implementation of a formula rate plan; if there is a resolution of the uncertainty surrounding the system agreement; or if there is a sustainable improvement in coverage metrics, including CFO pre-working capital interest coverage above 5.0x and CFO pre-working capital to debt above 25%. Ratings could be lowered if the utility experiences adverse regulatory developments or unsupportive rate case outcomes, if there is a termination of or any changes to the utility's rate riders that would prevent full and timely recovery of prudently incurred costs; or if there is a sustained decline in coverage metrics, including CFO pre- working capital interest coverage below 4.0x and CFO pre-working capital to debt below 20% for an extended period. Entergy Arkansas, Inc., is a public utility headquartered in Little Rock, Arkansas, and a subsidiary of Entergy Corporation, an integrated energy company headquartered in New Orleans, Louisiana. ENVIRO SCAPES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Enviro Scapes, Incorporated 45051 Industrial Drive Fremont, CA 94538 Bankruptcy Case No.: 10-71397 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtor's Counsel: Basil J. Boutris, Esq. LAW OFFICES OF VAUGHT AND BOUTRIS 80 Swan Way #320 Oakland, CA 94621 Tel: (510) 430-1518 E-mail: basil@vaughtboutris.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-71397.pdf The petition was signed by Steven P. Baca, president. FGIC CORP: Sharps SP to Discuss Exchange Offer for Securities ------------------------------------------------------------- Sharps SP I LLC disclosed that a conference call will be held on Tuesday, October 12, 2010 at 11 a.m., New York time, to discuss the offer to exchange certain residential mortgage-backed securities and asset-backed securities insured by FGIC. Participants in the conference call will include counsel to the New York State Insurance Department, representatives from FGIC management and certain of its advisors engaged in connection with the Offer. Among the topics to be discussed are the consequences in the event that the conditions to the Offer, which expires on October 22, 2010, are not satisfied. Only holders of Eligible Insured Securities that have previously submitted eligibility letters confirming their status to participate in the Offer are invited to participate in the conference call and can obtain the dial-in information and access code for the conference call by contacting Global Bondholder Services Corporation at (866) 794- 2200 or (212) 430-3774. About FGIC Corp. New York-based FGIC Corporation is a privately held insurance holding company. FGIC Corp's main business interest lies in the holdings of the bond insurer Financial Guaranty Insurance Company -- http://www.fgic.com/-- and it depends on dividend payments by FGIC for sustaining its operations. FGIC had stopped paying dividends to parent FGIC Corp. since January 2008. FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. S.D.N.Y. Case No. 10-14215). Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the Debtor. Garden City Group, Inc., is the Debtor's claims and notice agent. The Company disclosed $11,539,834 in assets and $391,555,568 in liabilities as of the petition Date. As reported by the Troubled Company Reporter on August 16, 2010, FGIC filed a plan of reorganization and disclosure statement. The Plan negotiated between FGIC Corp. and its key creditors and shareholders will allow the FGIC Corp. to cancel debt obligations in the aggregate amount of $391.5 million. The Plan provides that holders of general unsecured claims against FGIC Corp. -- which include holders of outstanding debt under FGIC Corp.'s prepetition revolving credit facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 -- will receive substantially all of its $11.5 million in cash and the common stock in Reorganized FGIC Corp. The three largest common shareholders of FGIC Corp., representing over 90% of its common stock, have agreed to the cancellation of their equity interests pursuant to the Plan and have agreed to waive general unsecured claims against the estate in the aggregate amount of $7.2 million. As agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC Corp. will be capitalized with no more than $400,000 to fund its business needs and will continue to operate as an insurance holding company after the Effective Date of the Plan. FIRST AMERICAN: S&P Assigns 'B+' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'B+' corporate credit rating to Fort Worth, Texas- based First American Payment Systems L.P. The rating outlook is stable. At the same time, S&P assigned its preliminary 'B+' issue-level and '3' recovery ratings to the company's proposed $255 million first-lien credit facility, consisting of a $225 million term loan due 2016 and a $30 million revolving credit facility due 2015. The preliminary '3' recovery rating indicates S&P's expectations for average (50%-70%) recovery for lenders in the event of a payment default. The company intends to use proceeds from the new senior secured facility, along with $4.5 million of cash on hand, to refinance its existing debt and to pay a $135 million dividend to its private-equity sponsor and other shareholders. "The preliminary ratings on FAPS reflect the company's modest scale and market share in the highly competitive global payment processing industry," said Standard & Poor's credit analyst Alfred Bonfantini, "as well as S&P's expectation that significant recurring revenues and diverse sales channels will enable the company to further maintain revenue growth and operating performance in the near term." FAPS provides end-to-end payment processing services, as well as customer service and back-office support services such as fraud detection, reporting, and chargeback systems, to small-to-midsized merchants, nonprofits, and governmental agencies. Through a combination of licensed and in-house processing technology, FAPS has largely fixed its transaction-processing cost structure, which should provide growth-related economies of scale. FLESHER WINDOWS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Flesher Windows, Inc. 5992 Lee Street, Suite 3 Lehigh Acres, FL 33971 Bankruptcy Case No.: 10-23951 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: David H. Adams Debtor's Counsel: Stephen R. Leslie, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 E-mail: sleslie.ecf@srbp.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-23951.pdf The petition was signed by James J. Flesher, president. FRANKLIN WEFALD: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Franklin Charles Wefald 915 Ennis Road Angier, NC 27501 Bankruptcy Case No.: 10-08068 Chapter 11 Petition Date: October 3, 2010 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Jason L. Hendren, Esq. HENDREN & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 E-mail: bwood@hendrenmalone.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb10-08068.pdf FREDERICK BERG: To Get $50,000 Under Separation Accord ------------------------------------------------------ Greg Lamm, staff writer at the Puget Sound Business Journal, reports that Frederick Darren Berg is slated to receive $50,000 to end his employment at his various business interests, including his luxury bus companies that are part of his Chapter 11 personal bankruptcy case. According to the Business Journal, pursuant to a proposed separation and non-compete agreement, Mr. Berg would be paid the $50,000 fee but would continue to assist in two Chapter 11 bankruptcy cases jointly administered by Seattle attorney Diana Carey and another bankruptcy court trustee. The agreement is subject to final court approval. The Business Journal relates the $50,000 is in addition to the $70,000 Mr. Berg is being paid to help untangle what happened to more than $200 million from hundreds of investors who sank money in his Meridian investment funds. The Meridian Funds -- which are the subject of a second Chapter 11 bankruptcy case -- are the target of a criminal investigation. The Business Journal relates Ms. Carey said she and Mr. Berg had agreed to draw Mr. Berg's exit fee from the sale of a Cadillac Escalade that Mr. Berg owned. Mr. Berg's assets, including his vehicles, a yacht, corporate jets and Mercer Island mansion have been sold or slated for sale. According to the report, Ms. Carey said that Mr. Berg's $50,000 separation fee is in the best interest of creditors because of Mr. Berg's assistance. An agreement from Mr. Berg not to compete or solicit customers, vendors or employees may help preserve the value of the bus companies, Ms. Carey said in her court filing. About Frederick Berg Frederick Darren Berg filed for Chapter 11 on July 27, 2010 (Bankr. W.D. Wash. Case No. 10-18668), estimating assets of more than $10 million and liabilities between $1 million and $10 million. The filing came after lawyers for one group of investors, armed with a court order and accompanied by sheriff's deputies, began seizing personal possessions at Mr. Berg's Mercer Island home and downtown Seattle condo. FAIRFIELD SENTRY: Liquidators Seek to Merge Suits Seeking $3.6BB ---------------------------------------------------------------- Bankruptcy Law360 reports that Fairfield Sentry Ltd., the largest feeder fund in Bernard L. Madoff's massive fraud, is looking to consolidate some 140 actions seeking $3.6 billion from banks, insurers and other financial firms that it says received payments from the convicted fraudster's investment firm. Law360 says the two court-appointed Sentry liquidators asked Judge Burton R. Lifland of the U.S. Bankruptcy Court for the Southern District of New York to consolidate dozens of adversary. About Fairfield Sentry Fairfield Sentry is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York City. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Bernard L. Madoff was charged by the Securities and Exchange Commission in December 2008 of orchestrating the largest Ponzi scheme in history, with losses topping US$50 billion. In March 2009, Madoff pleaded guilty to 11 federal crimes and admitted to turning his wealth management business into a Ponzi scheme. A trustee was appointed to liquidate and has been filing clawback suits against investors who withdrew phony profits from Madoff. On May 18, 2009, Irving H. Picard, the trustee liquidating the estate of Mr. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC, filed a lawsuit against Fairfield Sentry and Greenwich, seeking the return of $3.55 billion that Fairfield withdrew from Madoff during the period from 2002 to Madoff's arrest in December 2008. Since 1995, the Fairfield funds invested about $4.5 billion with BLMIS. Mr. Picard claims that Fairfield knew or should have known about the fraud give that it received from BLMIS unrealistically high and consistent annual returns of between 10% and 21% in contrast to the vastly larger fluctuations in the S&P 100 Index. 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.) As of August 13, 2010, a total of $5,578,441,409 in claims by investors has been allowed, with $715,602,064 to be paid by the SIPC. Investors are expected to receive additional distributions from money recovered by Mr. Picard. Mr. Picard has recovered a number of assets and in liquidated some of those assets for the benefit of customers, totaling $1,183,779,811 as of November 2009. FLORIDA EASH: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Florida O. Eash dba D'Flo Management dba Fairway View Apartments fdba Rhinostars, LLC dba College Heights Apartments dba Dennis's American Mini Storage 3455 Brandon James Dr. Biloxi, MS 39532-9401 Bankruptcy Case No.: 10-52285 Chapter 11 Petition Date: September 28, 2010 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport Divisional Office) Judge: Neil P. Olack Debtor's Counsel: David L. Lord, Esq. DAVID L. LORD AND ASSOCIATES, P.A. 2300 24th Avenue Gulfport, MS 39501 Tel: (228) 868-5667 Fax: (228) 868-2554 E-mail: lordlawfirm@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mssb10-52285.pdf GARLOCK SEALING: Future Claims Rep. Wins Nod to Tap Co-Counsel -------------------------------------------------------------- Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, received the Court's authority to retain Grier Furr & Crisp, PA, as his co-counsel. As the FCR's co-counsel, Grier Furr will: (a) advise and consult with respect to the FCR's powers and duties; (b) prepare and file on behalf of the FCR all necessary applications, motions, answers, objections, responses, reports and other legal papers in connection with the Debtors' Chapter 11 cases as authorized by the FCR; (c) appear on behalf of and represent the FCR in these Chapter 11 cases at hearings, and other meetings and proceedings, as appropriate; (d) advise, assist and represent the FCR regarding all aspects of any Chapter 11 plan and any plan confirmation process; (e) represent and advise the FCR with respect to any contested matter, adversary proceeding, lawsuit or other proceeding in which the FCR may become a party or otherwise appear in connection with the Debtors' Chapter 11 cases; and (f) provide legal advice and perform legal services with respect to other issues relating to those legal services and as may be appropriate in connection with the Debtors' Chapter 11 cases. Grier Furr's professionals will be paid according to their customary hourly rates: Title Rate per Hour ----- ------------- Partner $425 to $295 Associates $295 to $175 Paraprofessionals $140 Grier Furr professionals likely to work on this matter are: Name Title Rate per Hour ---- ----- ------------- Joseph W. Grier, III Member $425 A. Cotten Wright Member $310 Anna S. Gorman Staff Attorney $295 Kay Buffaloe Paralegal $140 Grier Furr will also be reimbursed for expenses incurred. A. Cotten Wright, Esq., at Grier Furr & Crisp, PA -- cwright@grierlaw.com -- relates that Mr. Grier serves as the court-appointed receiver In re State of North Carolina ex rel. Roy Cooper, Attorney General vs. Peerless Real Estate Services, Inc., et al, 07-CVS-009006, Wake County, North Carolina, Superior Court. Rayburn, Cooper & Durham, P.A., represents Mr. Grier in that case. Although Rayburn Cooper also represents the Debtors in these Chapter 11 cases, no connection exists between the Debtors' Chapter 11 cases and the civil action, she says. Ms. Wright adds that Grier Furr appeared as local counsel for Natalie Ramsey, Esq., of Montgomery, McCracken, Walker & Rhoads, LLP, in representing two law firms whose personal injury clients were appointed to the Official Committee of Unsecured Creditors. This brief representation was limited to appearing at two hearings, Ms. Wright relates. Ms. Wright assures the Court that Grier Furr is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENCORP INC: Aug. 31 Balance Sheet Upside-Down by $230.2-Mil. ------------------------------------------------------------- GenCorp Inc. filed its quarterly report on Form 10-Q with the Securities and Exchange Commission. The Company's balance sheet at Aug. 31, 2010, showed $981.8 million in total assets, $1.21 billion in total liabilities, and a stockholders' deficit of $230.2 million. As of August 31, 2010, the Company had $202.0 million in net debt. As reported in the Troubled Company Reporter on Oct. 4, 2010, the Company said in an earnings release that net income for the third quarter ended August 31, 2010, was $2.8 million compared to net income of $10.3 million for the third quarter of 2009. The Company recorded $210.7 million in revenue for three months ended Aug. 31, 2010, compared with $201.4 million in three months ended Aug. 31, 2009. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?6bfc A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6c3b About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. * * * On March 26, 2010, Moody's Investors Service upgraded both GenCorp Inc.'s Corporate Family Rating to B2 from B3 and Probability of Default ratings to B2 from Caa1. In addition, the senior secured credit facilities were upgraded to Ba2 from Ba3, as well as the convertible subordinated notes to Caa1 from Caa2. The 9-1/2% senior subordinated notes were confirmed at B1. On January 22, 2010, Standard & Poor's Ratings Services raised its ratings of GenCorp Inc. to B- from CCC+ and removed all ratings from CreditWatch. GENERAL GROWTH: Files Omnibus Objections to PI Claims ----------------------------------------------------- General Growth Properties Inc. and its units have filed omnibus objections to a number of personal injury claims. In their 45th omnibus claims objection, the the Debtors oppose 76 personal injury claims and ask the Court to: (i) deem the claims to be disputed; (ii) require those personal injury claims that were in litigation before the Petition Date to be determined and liquidated in the administrative or judicial tribunals in which they were or are pending; (iii) require those personal injury claims that were not in litigation before the Petition Date to be determined and liquidated in any administrative or judicial tribunal of appropriate jurisdiction; and (iv) authorize the Debtors to remove these claims from the claims register to facilitate the timely conclusion of the claims administration process in the Court, but without prejudice to the personal injury claimants' rights to pursue their claims in non-bankruptcy courts or the right to receive payment in accordance with the confirmed plans of reorganization if claims are adjudicated or otherwise resolved in the claimants' favor. The Debtors also seek to disallow and expunge 32 personal injury claims because those claims are barred by the applicable statute of limitations and were duplicative of other claims filed by the same personal injury claimant in these Chapter 11 cases. The Debtors further seek to reclassify 49 claims totaling $24,058,927, against the correct debtors. A schedule of the claims subject to the 45th Omnibus Claims Objection is available for free at: http://bankrupt.com/misc/ggp_45thOOClaimsSched.pdf In their 46th to 50th omnibus objection to claims, the Debtors are asking the Court to: (1) deem about 114 claims to be disputed and: -- require those personal injury claims that were in litigation before the Petition Date to be determined and liquidated in the administrative or judicial tribunals in which they were or are pending; -- require those personal injury claims that were not in litigation before the Petition Date to be determined and liquidated in any administrative or judicial tribunal of appropriate jurisdiction; and -- authorize the Debtors to remove these claims from the claims register to facilitate the timely conclusion of the claims administration process in the Court, but without prejudice to the personal injury claimants' rights to pursue their claims in non-bankruptcy courts or the right to receive payment in accordance with the confirmed plans of reorganization if claims are adjudicated or otherwise resolved in the claimants' favor. Schedules of the claims are available for free at: http://bankrupt.com/misc/ggp_46thOONoLiabiltyClaims.pdf http://bankrupt.com/misc/ggp_47thOONoLiabilityClaims.pdf (3) disallow and expunge 116 claims because they were filed against the wrong Debtors or are duplicative of other claims, lists of which are available for free at: http://bankrupt.com/misc/ggp_46thOONoLiabiltyClaims.pdf http://bankrupt.com/misc/ggp_47thOODuplicativeClaims.pdf (4) deem 10 claims for $514,947,216, to be disputed, a list of which is available for free at: http://bankrupt.com/misc/ggp_48thOOClaimsSched.pdf (3) disallow and expunge 193 claims totaling $5,927,273, filed by tenants for which the Debtors have no liability, lists of which are available for free at: http://bankrupt.com/misc/ggp_49thOOClaimsSched.pdf http://bankrupt.com/misc/ggp_50thOOClaimsSched.pdf About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: John Bucksbaum Not a Member of New GGP Board ------------------------------------------------------------ General Growth Properties, Inc. (NYSE: GGP) announced individuals that will comprise the nine-member Board of Directors of the new GGP. The Board will assume its responsibilities following GGP's emergence from bankruptcy, currently scheduled for early November. "I am honored to lead the board of directors at the start of this exciting new chapter for GGP. The company is well positioned to pursue its attractive future growth prospects upon emergence," said Bruce Flatt, who will serve as Chairman of the Board effective post emergence. "I am also looking forward to working with such a talented group of board members, who bring a variety of industry as well as financial expertise to the table." The following individuals will be members of the GGP Board of Directors: * Ric Clark -- Chief Executive Officer of Brookfield Properties * Mary Lou Fiala -- Former Chairman and current member of the Board of Trustees of International Council of Shopping Centers (ICSC); Member of the Board of Directors at Macquarie Global Growth Trust; Member of the Board of Directors at Build-A-Bear Workshop; Member of the Board of Directors at Flat Out Crazy, an Asian restaurant; Former President and Chief Operating Officer of Regency Centers Corporation * Bruce Flatt -- Senior Managing Partner and Chief Executive Officer of Brookfield Asset Management * John Haley -- Current member of GGP's Board of Directors; Retired Partner, Transaction Advisory Services (TAS) at Ernst & Young LLP * Cyrus Madon -- Senior Managing Partner at Brookfield Asset Management responsible for restructuring and lending Activities * Adam Metz -- Chief Executive Officer of General Growth Properties, Inc. * David Neithercut -- President and Chief Executive Officer and a member of the Board of Trustees of Equity Residential, one of the nation's largest REITs as measured by equity market capitalization * Sheli Rosenberg -- Currently lead director of General Growth Properties; Retired Chief Executive Officer, President and Vice Chairwoman of Equity Group Investments, Inc., a Chicago-based, privately held investment company * John G. Schreiber -- President of Centaur Capital Partners, Inc. and a Partner and Co-Founder of Blackstone Real Estate Advisors; Former Chairman and CEO of JMB Urban Development Co. * * * Before the announcement of the new board of reorganized GGP, it was widely reported that the company's chairman John Bucksbaum will not be part of the board. Indeed, GGP's Joint Plan of Reorganization contemplated Mr. Flatt to chair New GGP's board. Kris Hudson of The Wall Street Journal notes that Mr. Bucksbaum privately campaigned for a seat on boards of either New GGP or Spinco, but the committee in charge of the selection decided not to name him a director, citing people familiar with the matter. According to those people, the committees wanted to separate the new company from the troubles of the past, those people said, Mr. Hudson states. Mr. Hudson relates that GGP's board removed Mr. Bucksbaum as CEO in October 2008 for failure to inform the board of about $100 million of loans his family trust made to two GGP executives to help them cover margin calls on their GGP stock holdings. Mr. Bucksbaum remained as the board's chairman but will lose that post when the new board is impaneled, Mr. Hudson says. Indeed, Mr. Bucksbaum was GGP's CEO at the time GGP was "piled on debt" that led to its bankruptcy in April 2009, Reuters notes. Mr. Hudson comments that it is rare in the U.S. mall industry for a founding family to have no governing role in its company. He notes that founders or their heirs hold executive and board posts at each of the other five largest mall owners. Despite the lack of seat in the new board, the Bucksbaums will still own 7% of GGP's stock upon the company's emergence from bankruptcy, Mr. Hudson adds. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Updates 6-Year Feasibility Analysis of Spinco ------------------------------------------------------------- General Growth Properties, Inc., and 125 of its debtor affiliates submitted to Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York on September 30, 2010, exhibits to the Third Amended Joint Plan of Reorganization. Corporate Structure and Reorganization The Plan Debtors prepared organizational charts depicting: (i) the organizational structure of GGP, as well as certain joint ventures in which the company holds ownership interests, as of the Petition Date; (ii) the organizational structure of GGP, as well as certain joint ventures in which the company holds ownership interests, as of October 1, 2010 following the corporate restructuring transactions contemplated in the Joint Plan of Reorganization of the debtor-subsidiaries; (iii) the proposed organizational structure of Reorganized General Growth following the corporate restructuring transactions contemplated in the 3rd Amended Plan; and (iv) the proposed organizational structure of Spinco and its subsidiaries and affiliates. Full-text copies of the Organization Charts are available for free at http://bankrupt.com/misc/ggp_OrganizationCharts.pdf In conjunction with the implementation of the 3rd Amended Plan, the Plan Debtors submitted diagrams that describe the contemplated merger, dissolution or consolidation of certain entities by the Plan Debtors pursuant to the 3rd Amended Plan, as well as the proposed spin-off of Spinco. For each Plan Debtor, the diagram includes, where applicable: (a) a description of all corporate acts and property transfers, if any, necessary to implement the reorganization; (b) a structure chart showing the current corporate structure, combined with an illustration of the proposed corporate reorganization, if any; and (c) a structure chart showing the projected corporate structure upon emergence. Full-text copies of the diagrams are available for free at http://bankrupt.com/misc/ggp_CorporateReorg.pdf Updated Financial Information The Plan Debtors detail sources and uses of cash of the Plan Debtors and their subsidiaries on the effective date of the 3rd Amended Plan. In connection, the Plan Debtors prepared an analysis of Sources and Use of Cash as of September 30, 2010 and November 8, 2010, the targeted Effective Date. A full-text copy of the Sources and Uses of Cash Analysis is available for free at http://bankrupt.com/misc/ggp_CashActivityAnalysis.pdf The Plan Debtors also prepared updated financial projections for New GGP for the six-year period: New GGP's Statement of Income (in millions) 2010 2011 2012 2013 2014 2015 ---- ---- ---- ---- ---- ---- Net Income(Loss) ($575) ($83) $385 $624 $829 $1,064 ==== ==== ==== ==== ==== ====== New GGP's Cash Flow (in millions) 2010 2011 2012 2013 2014 2015 ---- ---- ---- ---- ---- ---- Net Cash Flow After Dividend ($58) $52 $386 ($139)$363 $524 ==== ==== ==== ==== ==== ==== A full-text copy of New GGP's Updated Financial Projections is available for free at: http://bankrupt.com/misc/ggp_UpdatedFinlProjectns.pdf Similarly, the Plan Debtors filed with the Court an updated feasibility analysis of Spinco within a six-year period: Spinco's Income Statement (in millions) Q4 2010 2011 2012 2013 2014 2015 ---- ---- ---- ---- ---- ---- Net Income(Loss) ($12) ($45) $32 $35 $61 $85 ==== ==== ==== ==== ==== ==== Spinco's Cash Flow (in millions) Q4 2010 2011 2012 2013 2014 2015 ---- ---- ---- ---- ---- ---- Net Cash Flow After Dividend $232 ($13) $35 $71 $130 $180 ==== ==== ==== ==== ==== ==== A full-text copy of the Spinco Feasibility Analysis is available for free at: http://bankrupt.com/misc/ggp_UpdatedSpincoFeasibltyAnalysis.pdf The Plan Debtors also appended a closing date net debt calculation. As an integral part of the transactions under the Investment Agreements, under certain circumstances, Spinco will issue a note in favor of GGP and GGP will indemnify Spinco with respect to certain tax liabilities. A full-text copy of the Net Debt Calculation is available for free at: http://bankrupt.com/misc/ggp_SpincoNetDebtCalculation.pdf Contract Schedules The Plan Debtors filed with the Court exhibits to their 3rd Amended Plan: (i) a schedule of about 1,370 contracts will be assumed by the Plan Debtors, available for free at: http://bankrupt.com/misc/ggp_PactAssumptnSched.pdf (ii) a schedule of about 1,040 contracts that will expire, available for free at: http://bankrupt.com/misc/ggp_ExpiredPactsSched.pdf (iii) a schedule of about 19 contracts to be rejected by the Plan Debtors, available for free at: http://bankrupt.com/misc/ggp_PactRejectionSched.pdf (iv) a schedule of about 70 disputed mechanics' liens and claims, available for free at: http://bankrupt.com/misc/ggp_DisputedLiensSched.pdf Other Documents The Plan Supplement also appends copies of: * the Investment Agreements, Exit Financing Agreements and form of New Rouse Notes Indenture, available at: http://bankrupt.com/misc/ggp_TransactionDocuments.pdf * corporate governance documents of GGP, Spinco and GGP Limited Partnership, available at: http://bankrupt.com/misc/ggp_CorporateDocuments.pdf * key agreements to be entered between GGP and Spinco, available at: http://bankrupt.com/misc/ggp_SpincoAgreements.pdf * employee compensation agreements, available at: http://bankrupt.com/misc/ggp_EmployeeAgreements.pdf * settlement agreement with Hughes Heirs, available at: http://bankrupt.com/misc/ggp_HughesHeirsPact.pdf * form of Spinco registration rights agreement available for free at: http://bankrupt.com/misc/ggp_SpincoRegistrationPact.pdf The Plan Debtors filed with the Court on October 4, 2010, a form of tax matters agreement as part of the key agreements to be entered between GGP and Spinco. A full-text copy of the tax matters agreement is available for free at: http://bankrupt.com/misc/ggp_TaxMattersPact.pdf First City Investors Objecting to Plan First City Investors, Inc., opposes the confirmation of the Third Amended Joint Plan of Reorganization to the extent General Growth Properties, Inc. seeks to convey a real and personal property known as Cottonwood Property free and clear of First City's interest. Pursuant to a purchase and sale agreement between Plan Debtor Price Development Company, Limited Partnership, and First City, First City asserts it has a valid ownership interest in the Cottonwood Property and that the ownership interest prevents the Plan Debtors from conveying any or all of the Cottonwood Property to Spinco or any other entity. To that end, First City has commenced an adversary proceeding to enforce its rights to ownership of the Cottonwood Property. Notwithstanding its ownership interest, First City is willing to allow the Cottonwood Property to be conveyed as contemplated under the 3rd Amended Plan, provided that: (i) the conveyance is made subject to First City's rights in the Cottonwood Property; and (ii) in the event that First City is successful in any action in which it is found to have a valid ownership interest in the Cottonwood Property, including any action seeking specific performance of PDC's obligation to convey the Cottonwood Property to First City under the Cottonwood PSA, any conveyance of the Cottonwood Property under the 3rd Amended Plan will be deemed null and void. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: GAO Launches Probe of Massive Delphi Pension Cuts ----------------------------------------------------------------- The U.S. Government Accountability Office has agreed to investigate whether the U.S. Department of the Treasury improperly slashed pension plans for nonunion retirees of General Motors Co. spinoff Delphi Corp. during the Company's bankruptcy proceedings, Bankruptcy Law360 reports. According to Law360, the GAO said in a letter sent Friday to two members of Congress that it would begin an inquiry comparing the government's process for terminating certain Delphi pension plans. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had $131.899 billion in total assets, $101.00 billion in total liabilities, $6.998 billion in preferred stock, and $23.901 billion in stockholders' equity. 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). 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. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. 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: Fitch Assigns 'BB-' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has assigned an initial 'BB-' Issuer Default Rating to General Motors Company. The Rating Outlook is Stable. GM's IDR reflects the auto manufacturer's strong liquidity position, low leverage, improved cost structure and increasingly competitive product portfolio. These attributes are set against a backdrop of weak industry volume growth, potentially large cash obligations tied to its EURopean restructuring and very heavy underfunded pension obligations. GM has achieved significant financial flexibility as a result of last year's bankruptcy and follow-on restructuring and is expected to enjoy the benefits of an improving global auto market in the intermediate term. That being said, GM still faces a host of challenges over the next several years (as discussed below) as it adjusts its operations and product portfolio with a target of producing positive free cash flow on a sustainable basis throughout the cycle. GM also faces an increasingly stringent global regulatory environment that is driving rapid technological change in the industry and will ultimately necessitate a transition in product offerings. This will pose particular challenges for GM over the intermediate term. Fitch may upgrade GM's IDR in the intermediate term if the company continues to make progress on reducing its debt and pension obligations while producing positive free cash flow and maintaining a strong liquidity position. This would most likely be accomplished by continued improvement in automotive market conditions, combined with an ability to at least maintain both market share and net pricing strength in the company's key markets. Conversely, Fitch may downgrade GM's IDR if external market conditions weaken significantly, resulting in weakened free cash flow, a decline in cash below $20 billion and, potentially, a meaningful increase in leverage, all over a prolonged period. Fitch believes this would require a significant reversal of current market trends, however, and is unlikely in the intermediate term unless triggered by an unexpected exogenous event. Despite ongoing demand weakness in GM's more mature markets, the substantial operational and financial restructuring undertaken by GM since General Motors Corporation's (Old GM) Chapter 11 filing last year has reduced the breakeven point substantially and led to GM producing $3.4 billion of free cash flow (calculated as net cash from operations, less capital spending and preferred dividends) in first half-2010 (1H'10). Key drivers of GM's improved performance have been a reduction in U.S. manufacturing capacity, a more streamlined brand portfolio in the U.S., and increased net pricing on certain key new models, such as the Chevrolet Equinox, Buick LaCrosse and Cadillac SRX. In addition, free cash flow in 1H'10 was supported by some dealer inventory build and a lack of required contributions to the company's U.S. pension plans. GM's gross margin in 1H'10 was 12.8%, a significant improvement versus the negative margins recorded by Old GM prior to last year's bankruptcy. Looking ahead, Fitch expects GM to record positive full-year free cash flow in 2010 (excluding the effect of any discretionary pension contributions). However, free cash flow will be lower in 2H'10 as capital spending rises. GM has guided to a full-year capital spending figure of $5 billion to $5.5 billion. This suggests capital expenditures will be roughly $1 billion to $2 billion higher in 2H'10 compared to 1H'10. Gross margins also are likely to be lower in 2H'10 given the normal seasonality of the business, including increased costs to support the model-year changeover. GM's liquidity position is very strong, with nearly $32 billion of cash, cash equivalents and marketable securities and only $8.2 billion of debt at the end of the second quarter of 2010. GM's debt position represented a $7.6 billion decline from the nearly $16 billion on the company's balance sheet at year-end 2009, with much of the decline due to the full repayment in April 2010 of the remaining loan obligations owed to the U.S. Treasury and the Canadian government. Along with the repayment of the UST debt, $6.6 billion of funds previously held in escrow were released (after accounting for $4.7 billion of escrowed funds used to repay the remaining debt in April 2010), which contributed to GM's cash liquidity growth in the second quarter. At the end of the second quarter, Fitch calculates that LTM EBITDA leverage stood at 1.5 times (x), with the calculation impacted by weakness in the company's financial performance in the latter half of 2009. By year-end 2010, a combination of stronger cash flow and lower debt could drive EBITDA leverage closer to the 0.5x range, however. GM has noted that ultimately it intends to operate with minimal debt. Fitch expects a portion of GM's free cash flow to be targeted toward continued debt reduction over the next several years. These measures may include reducing amount of preferred stock currently outstanding, as well. That said, GM may, from time to time, opportunistically borrow under certain conditions. For example, debt would rise if GM were approved for, and the company borrowed from, the Department of Energy's Advanced Technology Vehicle Manufacturing Loan program. Fitch notes that GM's metrics are relatively strong for the current rating category. However, the positive effect they have on GM's credit profile is offset somewhat by the heavy pension underfunding and various other challenges currently facing the company as noted below. Fitch expects GM's liquidity position to remain strong over the intermediate term, providing the company with meaningful financial flexibility. In addition to free cash flow, the planned issuance of new preferred stock in conjunction with the anticipated initial public offering of common stock will further bolster the company's cash liquidity. However, GM recently has had (and may have near- term) several notable calls on its cash that also will reduce its cash liquidity position somewhat. This includes approximately $3.5 billion that was used to fund the acquisition of AmeriCredit Corporation, which closed on Oct. 1 of this year. Other cash needs include the continued restructuring of GM EURope's operations, which the company has estimated will require approximately $1.3 billion in cash funding to complete the program, as well as contributions to the company's global defined benefit pension and OPEB plans, although it should be noted that GM is not required to make any contributions to its qualified U.S. plans in 2010. In 1H'10, GM contributed a total of $900 million to its global DB pension and OPEB plans. GM also may be required to place between $725 million and $900 million of cash in escrow related to tax proceedings in South America, and the company may need to repay its outstanding VEBA debt to free collateral if it enters into a secured bank facility. Once these various cash obligations have been covered, and after making potential discretionary payments to reduce its debt and pension liabilities, GM could see its cash balance fall to the $20 billion range over the intermediate term, which Fitch would view as adequate for the company. Although GM's financial position has improved substantially as a result of last year's bankruptcy and the additional restructuring that has taken place since its emergence, the company continues to face a number of significant challenges and concerns that weigh on its credit profile. Chief among these concerns is the heavily underfunded position of the company's defined benefit pension plans. As of Dec. 31, 2009, GM's plans were underfunded by $27 billion, including an underfunded position of $17 billion in the U.S. and $10 billion in the rest of the world. Although GM is not required to make any contributions to its qualified U.S. plans this year, the company may make some voluntary contributions. This would reduce the level of free cash flow produced. GM expects contributions to its non-U.S. plans to total $355 million in 2010, excluding benefit payments to unfunded plans. Future funding requirements may rise substantially, though, particularly under a scenario where both interest rates and assets returns remain low over a prolonged period. Based upon the underfunded position at year-end 2009, GM would need to contribute $2 billion to $3 billion annually to fully fund its U.S. qualified DB pension plans over the next seven years. GM has noted, however, that a 25 basis point decline in U.S. interest rates would lead to a $2.4 billion increase in the company's U.S. pension obligation. Given the decline in interest rates seen in 1H'10, the U.S. benefit obligation would have risen by $6 billion to $7 billion if remeasured at the end of the second quarter (assuming no change to other assumptions), according to Fitch's calculations. The company's General Motors EURope unit continues to work through a major restructuring of its operations intended to lower its cost structure and improve the competitiveness of its product offerings. These actions include closing a manufacturing plant in Antwerp, Belgium, and restructuring operations at several other facilities. These actions, and others, are expected to ultimately reduce the company's EURopean manufacturing capacity by 20% and its headcount in the region by over 8,000 employees. Although separate from the restructuring, GME also plans to improve the competitiveness of its products in the market by introducing seven new Opel and Vauxhall products in 2010 and 2011 that will result in 80% of the brands' offerings being three years old or less by the start of 2012. With market conditions in Western EURope still relatively sluggish, and with the potential for tighter fiscal conditions in several key markets in the region over the next several years, GME could be particularly challenged as it works through the process of returning to profitability, although, excluding restructuring charges, the unit would have been close to breakeven on an operating basis in the second quarter. As noted above, GM estimates that the restructuring will require cash funding of about $1.3 billion to complete. Other unique challenges facing GM include a significant portion of the senior management team that is new to the auto industry. Fitch generally views the change in management as a credit positive for GM. However, Fitch notes that there may be missteps along the way as the management team essentially learns the industry while on the job. GM also has identified material weaknesses in its internal controls over financial reporting. Although GM has a remediation plan in place to remove the material weaknesses, the company has not yet had an opportunity to test the plan fully. This increases the risk of GM having to restate its financial reports in the future. Fitch, however, believes the financials it has used to conduct its analysis are of sufficient quality to serve as a basis for its rating. Another challenge is ill will among certain customers tied to the U.S. government's majority ownership in GM following last year's bankruptcy. In addition to its unique challenges, GM is not immune to the other issues affecting all global auto manufacturers. Uncertainty surrounding the pace and strength of economic growth in GM's more mature markets creates some risk. However, GM's significant position in several developing markets, particularly China and Brazil, may help to offset some of this risk. Other concerns include continued global auto manufacturing overcapacity, a heavily unionized workforce, volatile commodity costs and increasingly stringent safety and emissions regulations worldwide. Tightened regulations will require significant technological change and will force GM to increase its sales of smaller, more fuel-efficient vehicles. These changes may negatively affect margins as increase costs may not be fully offset by higher net pricing. In addition, the industry remains highly competitive, with other large industry participants such as Toyota and Ford gaining market share in recent years. Other manufacturers, such as Volkswagen and, to a lesser extent, Hyundai, have been making a significant push recently to increase their market share, as well, with Volkswagen looking to displace GM as the second-largest automaker in the world. These various industry challenges will continue to force GM to make heavy investments in its products in order to keep net pricing up and defend its market share. GENERAL MOTORS FINANCIAL: Fitch Affirms 'BB-/RR3' Debt Ratings -------------------------------------------------------------- Fitch Ratings has affirmed the senior unsecured debt ratings of General Motors Financial Company, Inc. (f/k/a AmeriCredit Corp.) at 'BB-/RR3'. The Rating Watch on the long-term Issuer Default Rating has been revised to Positive from Evolving. The Rating Watch revision reflects GMFC's affiliation with General Motors Company, which has been assigned a long-term IDR of 'BB-' (see separate release on GM dated Oct. 6, 2010). In addition, Fitch believes the risk of a downgrade has been alleviated based on the agency's assumption that GM will not engage in any action that would impair the current capitalization of its new finance subsidiary. Resolution of the Rating Watch will be driven by Fitch's ability to understand the structural relationship and level of support provided by GM to its finance subsidiary, be it explicit or implicit. If the resolution of the Rating Watch results in the equalization of GMFC's long-term IDR with that of GM, its senior unsecured debt rating would likely be affirmed at its current level. However, an analysis of parent company support could also result in GMFC's ratings remaining at their current levels. GMFC, based in Fort Worth, Texas, was established in 1992 as a subprime auto lender, originating contracts by buying loans primarily from franchised dealers. The company had $8.8 billion in managed receivables as of June 30, 2010. Fitch has revised the Rating Watch on this rating to Positive from Evolving: General Motors Financial Company, Inc. -- Long-term IDR at 'B+'. Fitch has affirmed this: General Motors Financial Company, Inc. -- Senior debt at 'BB-/RR3'. GOODMAN GLOBAL: Moody's Assigns 'Ba3' Rating on $250 Mil. Loan -------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to Goodman Global Inc.'s new proposed $250 million 1st lien revolving credit facility and $1.4 billion 1st lien term loan B, and a B3 to the company's proposed $375 million 2nd lien term loan. The company's B1 Corporate Family and Probability of Default ratings have been affirmed. The ratings outlook remains negative. Goodman's B1 Corporate Family Rating reflects the company's competitive market position, established distribution and dealer network for HVAC systems, and strengthened credit metrics. EBITA margins at 18.5% for the latest twelve months through June 30, 2010 were strong particularly given the challenging economic conditions. Proceeds from the refinancing, along with cash on hand, will be used to fund a $366 million dividend to shareholders. Although the proposed transaction increases the company's leverage to approximately 5x, Goodman has a track record of generating positive cash flow to service the debt. Moreover, with an improving earnings outlook, leverage metrics are not expected to exceed those seen as recently as December of 2009 when the company incurred debt to pay a similar dividend to shareholders. Cumulatively, $776 of dividends have been paid over the last year, and the increased leverage associated with these payments results in the negative rating outlook being sustained. Although the company should generate positive free cash flow over the next 12 months, the negative outlook considers the aggressive financial policy indicated by the cumulative dividend payments while the company's end markets are still in the early stages of recovery. Factors which might pressure the ratings down include erosion in the company's financial performance or any further shareholder distributions that increase leverage or negatively impact the company's liquidity. If Debt/EBITDA were to remain above 5.0x sustainably or EBITA/interest expense were to fall below 1.5x, future rating actions could ensue. A rating upgrade or stable outlook is unlikely in the near term due to the leveraging nature of the transaction. Future actions that could result in a positive rating action include operating results which show debt/EBITDA nearing 4.0x and EBITA/interest expense over 2.0x (all ratios adjusted per Moody's methodology). These ratings/assessments have been affected: Goodman Global, Inc.: -- Corporate Family Rating, affirmed B1; -- Probability of Default Rating, affirmed B1; -- $250 million senior secured 1st lien revolver due 2015, assigned Ba3 (LGD3, 41%); -- $1.4 billion senior secured 1st lien term loan B due 2016, assigned Ba3 (LGD3, 41%); -- $375 million senior secured 2nd lien term loan due 2017, assigned B3 (LGD6, 90%). The Ba3 rating on Goodman Global, Inc.'s existing term loan, as well as the B3 rating on Goodman Global Group Inc.'s senior discount note will be withdrawn upon their repayment at the close of the transaction. The last rating action on Goodman Global, Inc., was on December 9, 2009, when the company's B1 CFR, PDR, and negative outlook were affirmed. Goodman, located in Houston, Texas, is a domestic manufacturer of heating, ventilation and air conditioning products for residential and commercial use. Total revenue for the LTM period through June 30, 2010, was approximately $2.0 billion. GOODMAN GLOBAL: S&P Affirms 'B+' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Rating Services affirmed its ratings, including the 'B+' corporate credit rating, on Goodman Global Inc. The rating outlook is stable. S&P also assigned a 'B+' (the same as the corporate credit rating) issue-level rating and '3' recovery rating to Goodman's proposed $250 million revolving credit facility due 2015 and $1.4 billion senior secured first-lien term loan due 2016. The recovery rating of '3' indicates S&P's expectation for meaningful (50%-70%) recovery of principal in the event of payment default. At the same time, S&P assigned a 'B-' (two notches below the corporate credit rating) issue-level rating and '6' recovery rating to Goodman's proposed $375 million senior secured second lien term loan due in 2017. The recovery rating of '6' indicates S&P's expectation for negligible (0%-10%) recovery in the event of default. "The 'B+' corporate credit rating reflects what S&P considers to be Goodman's weak business risk profile, influenced by participation in mature and seasonal markets, exposure to volatile raw material costs, competition from larger and better-capitalized companies, and relatively narrow geographic and product diversity," said Standard & Poor's credit analyst Thomas Nadramia. In addition, Standard & Poor's Ratings Services views the company's financial risk profile as being aggressive given the history of dividend payouts, including a $400 million dividend to shareholders late in 2009 and a proposed dividend of $366 million as part of the proposed refinancing. Still, the company's maintains a good market position as a leading U.S. manufacturer of residential and light-commercial heating, ventilating, and air- conditioning (HVAC) systems. Goodman also benefits from its relatively low-cost manufacturing base, which enables the company to competitively position its products. The stable rating outlook reflects S&P's belief that Goodman will reduce debt balances and leverage over the intermediate term and will sustain adjusted leverage of around 5x, and FFO to total adjusted debt of about 10% -- credit measures that S&P considers to be in line with the 'B+' rating. The rating incorporates its expectation of a mid-single-digit percentage increase in sales over the intermediate term. As a result, S&P expects EBITDA will grow to about $360 million and $380 million, respectively, in 2010 and 2011. S&P could lower the rating if a "double-dip" recession caused declines in housing starts and repair spending, or if an increase in market competition resulted in poorer operating performance and a deterioration in leverage to above 5x on a sustained basis. This could occur if high unemployment is sustained or if competition reduces Goodman's operating margins to below historical levels. S&P considers a positive rating action unlikely over the intermediate term given modest growth expectations and the company's high pro forma debt leverage. However, this could occur if housing starts and repair and remodeling spending recover more rapidly than S&P currently expects, or if extreme weather conditions spur additional replacement business. This could result in Goodman's sales and EBITDA exceeding expectations, allowing the company to reduce and maintain leverage below 4x. GREENWALD TSCHETCO: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Greenwald Tschetco, LLC 1204 West Ash Street, Suite C Windsor, CO 80550 Bankruptcy Case No.: 10-35305 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Jeffrey S. Brinen, Esq. 303 E. 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: jsb@kutnerlaw.com Scheduled Assets: $8,300,037 Scheduled Debts: $4,955,370 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-35305.pdf The petition was signed by David Tschetter, manager. HARMAN INTERNATIONAL: S&P Raises Corporate Credit Rating to 'BB' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it has raised its corporate credit rating on Stamford, Conn.-based Harman International Industries Inc. to 'BB' from 'B+'. The outlook is stable. At the same time, S&P also raised its rating on the senior unsecured debt to 'BB-' from 'B+', and S&P revised the recovery rating to '5' from '3'. "The rating actions reflect S&P's reassessment of Harman's financial risk profile as significant from aggressive, based on reduced leverage and higher cash flow from operations," said Standard & Poor's credit analyst Nancy Messer. In S&P's view, Harman has demonstrated its ability to expand EBITDA and generate free cash flow from operations in fiscals 2011 and 2012. In its fiscal 2010 (ended June 30), the company reported $132 million in positive free operating cash flow, an amount exceeding S&P's expectations, and EBITDA of $252 million. S&P believes the company's liquidity will improve further in the near term because S&P expects Harman to refinance its revolving credit facility well before its expiration in December 2011. The rating actions also reflect S&P's reassessment of Harman's business risk profile as fair from weak because of its potential to generate double-digit EBITDA margins when restructuring costs wind down and recently launched business matures. The company, in S&P's opinion, has achieved an operational breakeven point that better fits expected intermediate-term global auto production levels. Also, the company has recently won meaningful new business from major global automakers, which should boost revenues beginning in 2013, when this new business is scheduled to launch. Because of the benefit of restructuring initiatives, combined with higher volumes from new business, S&P believes Harman's EBITDA margins could rise to double digits in fiscal 2012, even if industry production remains weak. In addition, S&P see new- vehicle demand stabilizing in Europe and North America. In S&P's opinion, management is focused on making operational improvements and is committed to improving its financial risk profile. S&P believes the company's profit potential and competitive standing in its markets depend on ongoing technological innovation and operational efficiencies. The stable outlook reflects S&P's view that Harman's improved financial credit measures will be sustained in the year ahead, given its expectation of slow recovery in auto sales and solid (albeit moderating) increases in vehicle production. S&P believes the company's margin improvement in recent quarters demonstrates its ability to generate meaningful free cash in 2011. This assumes stability in the auto market and no further significant drop in production in the U.S. or Europe. In addition to its cash (and short-term investments) balance of $646 million, at June 30, 2010, Harman had access to its undrawn $225 million revolving credit facility. S&P expects the company to be able to successfully refinance in the coming months its revolving credit facility, which expires on Dec. 31, 2011. S&P could raise the rating if Harman were to further improve cash flow generation with double-digit reported EBITDA margins. In S&P's opinion, if free cash flow could improve to $150 million or better and the company achieved reported EBITDA of at least $350 million for any future 12-month period, S&P could raise the rating. S&P would also need to review the business risk profile and conclude that the company's competitive position in technology was comfortably intact. S&P does not expect such financial performance in the year ahead because of challenges that include, in S&P's view, the sluggish global economy and uncertain production volumes and mix for Harman's European auto customers, which could pressure earnings in fiscal 2011. S&P could lower the rating if S&P believed weak earnings and cash flow because of the lower-than-expected production in the global auto markets would outpace the benefits of restructuring initiatives and recently launched new programs. For example, S&P could lower the rating if the company's liquidity worsened in fiscal 2011 because of a lack of free cash flow, which could arise if reported EBITDA fell to less than $190 million. S&P could also review the rating if the company were to pursue a transforming acquisition or large dividend payout in the year ahead that could erode liquidity. ISE CORPORATION: U.S. Trustee Forms Creditors Committee ------------------------------------------------------- Tiffany Carol, the U.S. Trustee for Region 15, amended the appointment of the official committee of unsecured creditors in the Chapter 11 case of ISE Corporation, to correct the mailing address of Wrightbus Ltd. The Creditors Committee members are: 1. Suntron Corporation Attn: Jeff Wanago 2401 West Grandview Phoenix, AZ 85023 Tel: (602) 282-5053 Fax: (602) 282-1275 E-mail: Jeff.wanago@suntroncorp.com 2. Second Star Inc. Attn: Jennifer Rey 11556 Alkaid Drive San Diego, CA 92126 Tel: (858) 220-8893 Fax: (858) 368-9324 E-mail: Jenrey@secondstarinc.com 3. RR Donrelly Receivables, Inc. Attn: Dan Pevonka 3075 Highland Parkway Downers Grove, IL 60515 Tel: (630) 322-6931 E-mail: dan.pevonka@rrd.com 4. Ballard Power Systems Attn: Kerry Hillier 9000 Glenlyon Parkway Burnaby, British Columbia Canada V5J 5J8 Tel: (604) 453-3529 Fax: (604) 412-4716 E-mail: Kerry.hillier@ballard.com 5. Wrightbus, Ltd. Attn: Managing Partner Galgorm Ind Estate Fenaghy Road Galgorm Ballymena, BT 42 IPY Ireland Tel: +44(0)(282) 564-1212 Fax: +44(0)(282) 566-3030 E-mail: mark.nodder@wright-bus.com 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. ISE Corporation, a California corporation, fka ISE Research Corporation, is the operating subsidiary of Ise Limited. ISE Corp -- http://www.isecorp.com/ -- makes drive train systems for hybrid gasoline/electric buses. Established in 1995, ISE is headquartered in San Diego, California. It filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10- 14198). Marc J. Winthrop, Esq., at Winthrop Couchot Professional Corp, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and its debts at $10 million to $50 million as of the Petition Date. ISE CORPORATION: Court Sets Nov. 21 Claims Bar Date --------------------------------------------------- The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for Southern District of California has established 60 days from service of the notice of claims bar date as the deadline for any individual or entity to file proofs of claim against ISE Corporation. The order was signed on September 22, 2010. ISE Corporation, a California corporation, fka ISE Research Corporation, is the operating subsidiary of Ise Limited. ISE Corp -- http://www.isecorp.com/ -- makes drive train systems for hybrid gasoline/electric buses. Established in 1995, ISE is headquartered in San Diego, California. It filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10- 14198). Marc J. Winthrop, Esq., at Winthrop Couchot Professional Corp, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and its debts at $10 million to $50 million as of the Petition Date. J. L. SMITH: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: J. L. Smith Trucking Co. 6455 East Lingaur Road Lake Leelanau, MI 49653 Bankruptcy Case No.: 10-11943 Chapter 11 Petition Date: September 30, 2010 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Scott W. Dales Debtor's Counsel: Wallace H. Tuttle, Esq. WALLACE H. TUTTLE & ASSOCIATES, P. C. 3191 Logan Valley Road, P.O. Box 969 Traverse City, MI 49685-0969 Tel: (231) 941-0750 Fax: (231) 941-8568 E-mail: whtpcecf@charterinternet.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/miwb10-11943.pdf The petition was signed by Joseph L. Smith, president. JB & CAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: JB & CAL, Inc. 1000 Ridge Road Claymont, DE 19703 Bankruptcy Case No.: 10-13215 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Christopher Dean Loizides, Esq. LOIZIDES & ASSOCIATES 1225 King Street, Suite 800 Wilmington, DE 19801 Tel: (302) 654-0248 Fax: (302) 654-0728 E-mail: loizides@loizides.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/deb10-13215.pdf The petition was signed by Brenda A. Lyn, president. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Chester A. Lyn and Brenda A. Lyn 10-13214 10/04/10 JBC Properties 10-13216 10/04/10 JIGNESH PARIKH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Jignesh Kirit Parikh Dipal Vyas Parikh 20838 Parker Farmington, MI 48336 Bankruptcy Case No.: 10-70621 Chapter 11 Petition Date: October 3, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtors' Counsel: James C. Bowser, Esq. 413 Clinton Avenue St. Clair, MI 48079 Tel: (810) 329-3500 E-mail: james.bowser@comcast.ne Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-70621.pdf JIMMY MORRIS: Abused Bankruptcy Process with Serial Filings ----------------------------------------------------------- The Hon. G. Harvey Boswell finds that Jimmy Marcell Morris is abusing the bankruptcy process with his serial filings. The Court grants the United States Trustee's request and dismisses Mr. Morris' Chapter 11 bankruptcy cases. The Court bars Mr. Morris from filing a bankruptcy case under any chapter of the Bankruptcy Code for a period of two years. The U.S. Trustee sought dismissal of the case with prejudice based on Mr. Morris's prior filings and his failure to comply with the requirements of 11 U.S.C. Secs. 109 and 521. The U.S. Trustee also alleged that Mr. Morris is a serial filer who has evidenced a pattern of abuse which constitutes bad faith and is tantamount to an abuse of process. A copy of the Court's memorandum opinion is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20101006771 Mr. Morris filed a "bare bones" or "skeletal" chapter 11 petition (Bankr. D. Tenn. Case No. 10-04143) on April 19, 2010. This is Mr. Morris' fourth bankruptcy filing in the last eight years. JOECELESTIN CIVIL: Section 341(a) Meeting Scheduled for Nov. 1 -------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Joecelestin Civil Engineer & General Builder Corp's creditors on November 1, 2010, at 1:30 p.m. The meeting will be held at Claude Pepper Federal Building, 51 SW First Ave Room 1021, Miami, FL 33130. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Miami, Florida-based Joecelestin Civil Engineer & General Builder Corp filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-39600) on September 29, 2010. J. Wil Morris, Esq., in Miami, Florida, assists the Debtor in its restructuring effort. The Debtor estimated assets at $500 million to $1 billion and debts at up to $50,000 as of the Petition Date. KENTUCKIANA MEDICAL: Defends Against Lender's Call for Trustee -------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Kentuckiana Medical Center LLC is opposing First Tennessee Bank's bid to have an independent official lead Kentuckiana through its reorganization, arguing that the financial woes the bank is complaining about are the bank's own fault. According to the report, the Clarksville, Ind., for-profit hospital said it's working to boost its bottom line and urged the U.S. Bankruptcy Court in New Albany, Ind., not to order a Chapter 11 trustee to take over. First Tennessee's "motion is based largely upon financial conditions imposed upon the debtor by" the bank, Kentuckiana said in court papers, the report notes. David M. Cantor, Esq., at Seiller Waterman LLC, said that in order to cover the Debtor's payroll and taxes, the Contributing Members have agreed to provide $100,000 to $375,000 in necessary funds to meet Debtor's September 17, 2010 payroll obligation and has agreed to deposit that amount into the Debtor's account. As a condition of the DIP Financing, the Contributing Members have requested that the DIP financing be on a secured basis. Clarksville, Indiana-based Kentuckiana Medical Center LLC filed for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr. S.D. Ind. Case No. 10-93039). David M. Cantor, Esq., at Seiller Waterman LLC, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the petition date. KIM NAROG: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Kim Narog 4680 Meritage Court Gilroy, CA 95020 Bankruptcy Case No.: 10-60384 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Scott J. Sagaria, Esq. LAW OFFICES OF SCOTT J. SAGARIA 333 W San Carlos Street, #1700 San Jose, CA 95110 Tel: (408) 279-2288 E-mail: sjsagaria@sagarialaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of creditors together with its petition. KRONOS INT'L: Files Amended & Restated Bylaws with SEC ------------------------------------------------------ Kronos International Inc. filed a newly amended and restated bylaws with the Securities and Exchange Commission. A full-text copy of the amended bylaws is available for free at: http://ResearchArchives.com/t/s?6c37 About Kronos International Kronos International, Inc., produces and markets TiO2 pigments in Europe, and is a wholly owned subsidiary of Kronos Worldwide, Inc., headquartered in Dallas, Texas. * * * As reported by the Troubled Company Reporter on June 25, 2010, Moody's Investors Service raised Kronos International's Corporate Family Rating to B3 from Caa1 and the rating on the EUR400 million senior secured notes due 2013 to Caa1 from Caa2. The upgrade reflects KII's better operating results, improved titanium dioxide market conditions and the expectation that credit metrics will improve further in 2010. The outlook is stable. Moody's also said KII's liquidity is supported by its positive cash flow from operations, cash balances and unused availability under its EUR80 million revolving credit, which matures in less than one year (May 2011). Total use of the revolver was restored to the company in May 2010 after complying with the amended covenants in the first quarter 2010. Availability had been limited to EUR51 million since the facility was amended in September 2009 to accommodate the shortfall in EBITDA generation during the global economic downturn, which would have led to a violation of the leverage covenant. The improved profitability in 2010 could allow the company to meet the original financial covenants and revert the credit facility to its pre-amendment terms and conditions. The TCR on April 19, 2010, reported that Fitch Ratings has upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its securities ratings: Senior secured revolving credit facility to 'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from 'CCC/RR4'. The Rating Outlook has been revised to Stable from Negative. Fitch said the ratings reflect high financial leverage at Kronos International as well as Kronos Worldwide's solid market position in the TiO2 industry, the fifth largest globally with 10% of global capacity. The ratings also reflect the early stages of a recovery in the TiO2 industry and Fitch's expectations that earnings over the next 24 months will remain below the average over the period from 2005 through 2008. LANDRY'S RESTAURANTS: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed all ratings on Houston-based Landry's Restaurants Inc., including the 'B' corporate credit rating, and removed the ratings from CreditWatch, where they were placed on with negative implications Sept. 9, 2009. The rating outlook is stable, reflecting S&P's belief that Landry's can maintain credit ratios appropriate for the rating category and the credit metrics may enhanced modestly over time with free cash flow generation used towards debt reduction. This action comes after shareholders approved CEO Tilman Fertitta's offer to purchase the company's outstanding stock at $24.50 per share. The transaction subsequently closed on Oct. 6, 2010. "The rating on Landry's Restaurants Inc. reflects S&P's expectations that operating trends remain relatively stable given its view on demand in the restaurant industry has somewhat stabilized," said Standard & Poor's credit analyst Charles Pinson- Rose. Nonetheless, S&P does not expect material credit metric enhancement and S&P expects the company to maintain what a highly leveraged financial profile. S&P believes Landry's business profile is weak given that the U.S. restaurant and tourist industry historically is very competitive and cyclical. S&P expects Landry's sales and margin performance for the rest of the year to mirror the performance in the second quarter at its restaurant and hospitality divisions. S&P expects flat to slightly positive same-store sales performance and slight margin deterioration. It is S&P's view that revenues and profits will also benefit from the Oceanaire Inc. acquisition in the near term. As a result, S&P expects modestly better revenue and gross profit performance going forward. S&P also expects general and administrative expenses will be lower in the future since Landry's has incurred meaningful legal and professional fees associated with the merger transaction. S&P believes that pro forma EBITDA in the restaurant and hospitality division is approximately $150 million. LAS VEGAS MONORAIL: Asks for Oct. 18 Plan Exclusivity Extension --------------------------------------------------------------- Las Vegas Monorail Co. is seeking an October 18 extension of the exclusive period to propose a Chapter 11 plan. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Las Vegas Monorail said there are discussions with first-tier bondholders on what it hopes will be a consensual reorganization plan. Dow Jones' DBR Small Cap relates that Las Vegas Monorail introduced a plan this summer to repay creditors and exit bankruptcy protection. But since then, Las Vegas Monorail has hit a few road bumps, dueling with Wells Fargo Bank, the trustee for the company's first tier bondholders, and delaying the hearing on its plan outline, originally set for earlier this month, the report notes. The senior bondholders, owed $451 million, didn't like the plan to give them notes totaling $18.5 million for their secured and deficiency claims. Bloomberg relates that absent settlement, Monorail and bondholders have several court dates during the next month. On Oct. 12, Monorail will argue a motion for an extension of the exclusive right to propose a plan until Oct. 18. On Nov. 9, the bondholders will ask the bankruptcy judge to end Monorail's exclusive plan proposal rights. A hearing for approval of Monorail's disclosure statement is set for Nov. 17. According Dow Jones, the Company said that while it has recently re-commenced negotiations with the first-tier bondholders, it said it still needs more time free from the threat of rival plans, especially in the wake of a recent attempt by Wells Fargo to end Las Vegas Monorail's exclusivity. Mr. Rochelle relates that under the current iteration of Monorail's plan, unsecured creditors, with claims totaling as much as $175,000, would be in a separate class and share $175,000 cash. The bondholders believe that putting general creditors into a separate class is so-called gerrymandering to insure that at least one class will vote in favor of the plan. Without one class voting "yes," bankruptcy law prohibits cramming down on the first-tier debt. Holders of $159 million in second-tier bonds and $48.5 million in third-tier bonds would receive nothing from the Monorail's plan. 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 disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the Petition Date. In May 2010, Ambac Assurance Corp. lost its bid to stay the bankruptcy case while a district court considers whether the bankruptcy court wrongly rejected Ambac's argument that Monorail was a municipality and thus ineligible to be a Chapter 11 debtor. LEWIS BORRELLI: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Lewis Borrelli 95 Warner Road North Haven, CT 06473 Bankruptcy Case No.: 10-23414 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq. 1062 Barnes Road, Suite 304 Wallingford, CT 06492 Tel: (203) 265-5222 Fax: (203) 265-5236 E-mail: joseph@lawjjd.com Scheduled Assets: $3,016,600 Scheduled Debts: $2,331,375 The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ FPJ investments, LLC Mortgage $2,331,375 129 Whitney Avenue New Haven CT 06510 LINCOLN SETTLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Lincoln Settle Inn Limited Partnership 7333 Husker Circle Lincoln, NE 68504 Bankruptcy Case No.: 10-43011 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court District of Nebraska (Lincoln Office) Judge: Thomas L. Saladino Debtor's Counsel: Robert V. Ginn, Esq. HUSCH BLACKWELL SANDERS 1620 Dodge Street, Suite 2100 Omaha, NE 68102 Tel: (402) 964-5000 Fax: (402) 964-5050 E-mail: rvgbknotice@huschblackwell.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/neb10-43011.pdf The petition was signed by David D. Graf, partner. LOWER BUCKS: Has Until January 9 to File Chapter 11 Plan -------------------------------------------------------- Jo Ciavagla at Bucks County Courier Times reports that a federal bankruptcy judge extended the period within which Lower Bucks Hospital can file a plan of reorganization until Jan. 9, 2010, and solicit acceptances of that plan until March 19, 2010, over the objections of three creditors including Bank of New York Mellon Trust Co. This is the third extension granted for the Company. About Lower Bucks Hospital Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit hospital based in Bristol, Pennsylvania. The Hospital is currently licensed to operate 183 beds. Together with affiliates Advanced Primary Care Physicians and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre campus with several medical facilities. The Hospital's emergency room serves approximately 30,000 patients annually. For the fiscal year ending June 30, 2009, Lower Bucks had $114 million in consolidated revenues. The Hospital filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239). The Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced Primary Care Physicians also filed Chapter 11 petitions. Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist the Hospital in its restructuring effort. Donlin, Recano & Company, Inc., is the Hospital's claims and notice agent. The Hospital listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. LYONDELL CHEMICAL: OSHA Fines Equistar Over Ill. Plant Blast ------------------------------------------------------------ Equistar Chemicals LP, a subsidiary of LyondellBasell Industries, has been slapped with $81,900 in total proposed penalties by the U.S. Department of Labor's Occupational Health and Safety Administration following a March 22 explosion and fire at its Tuscola, Ill., plant, Bankruptcy Law360 reports. In connection with the proposed penalties, Law360 relates that OSHA on Tuesday cited Equistar for one willful and three serious safety violations stemming from the March 22 incident. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based 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 USUS$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On January 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., 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 filed for Chapter 11. 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. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MAAS COS: To Auction Idaho Ethanol Plant on Nov. 10 --------------------------------------------------- The Star Tribune in Minneapolis-St. Paul., Minn., reports that Maas Cos., will auction a partially built ethanol plant in Idaho on Nov. 10 on the site in Heyburn, Idaho, and via the Internet. The plant includes a $60 million, 20 million-gallon-per-year ethanol plant, anaerobic digester biogas system and 3.2-megawatt power facility begun and halted in 2007. Chapter 11 bankruptcy was filed in 2009 when additional financing could not be obtained. MELISSA MILLER: Files Schedules of Assets and Liabilities --------------------------------------------------------- Melissa Mosich Miller asks the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $16,000,000 B. Personal Property $69,001 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,653,500 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $536,710 ----------- ----------- TOTAL $16,069,001 $7,190,210 About Melissa Mosich Miller Malibu, California-based Melissa Mosich Miller owns a community property interest in an entertainment-related production company - Scott Miller & Company. Melissa Mosich Miller filed for Chapter 11 protection on August 11, 2010 (Bankr. C.D. Calif. Case No. 10- 19870). Jacqueline L. Rodriguez, Esq. represent the Debtor in its restructuring effort. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. MELISSA MILLER: Taps Levene Neale to Handle Reorganization Case --------------------------------------------------------------- Melissa Mosich Miller asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Levene, Neale, Bender, Yoo & Brill L.L.P. as counsel. LNBYB will, among other things: -- advise the Debtor with regard to the requirements of the Bankruptcy Code, Bankruptcy Rules and the Office of the U.S. Trustee, as they pertain to the Debtor; -- advise the Debtor with regard to certain rights and remedies of the Debtor's bankruptcy estate and the rights, claims and interests of her creditors; and -- represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving the Debtor's estate unless the Debtor is represented in the proceeding or hearing by other special counsel. The hourly rates of LNBYB's personnel are: Jacqueline L. Rodriguez-James, Esq. $485 Lindsey l. Smith, Esq. $235 In accordance with the agreement, Ms. James, a partner at the firm, will bill her time at $400 per hour for the duration of the Debtor's Chapter 11 case. Ms. James tells the Court that prepetition LNBYB received $50,000 retainer for legal services rendered prepetition. The retainer was paid with funds belonging to the Debtor. LNBYB has not received any lien or other interest in property of the Debtor or of a third party to secure payment of LNBYB's fees and expenses. Ms. James assures the Court that LNBYB is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jacqueline L. Rodriguez-James, Esq. Lindsey l. Smith, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 1050 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310 229-1244 E-mail: jlj@lnbyb.com lls@lnbyb.com About Melissa Mosich Miller Malibu, California-based Melissa Mosich Miller owns a community property interest in an entertainment-related production company - Scott Miller & Company. Melissa Mosich Miller filed for Chapter 11 protection on August 11, 2010 (Bankr. C.D. Calif. Case No. 10- 19870). The Debtor disclosed $16,069,001 in assets and $7,190,210 in liabilities as of the Petition Date. MELISSA MILLER: Wants to Use J.P. Morgan Chase's Cash Collateral ---------------------------------------------------------------- Melissa Mosich Miller asks the U.S. Bankruptcy Court for the Central District of California for authorization to use rents generated by her primary property in which J.P. Morgan Chase claims an interest. The Debtor's primary asset is a community property interest in a developed parcel of real property located at 27036 Sea Vista Drive, Malibu, California. The Debtor believes that the property is worth approximately $12.5 to 17.2 million. The Debtor owes approximately $5.9 million to Chase. The Debtor will use the cash collateral to operate her business until December 31, 2010. In addition, the Debtor will use the cash collateral to pay for: (i) all quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. The Debtor explains that she must not be required to make adequate any adequate protection payments to Chase because Chase is adequately protected by very large equity cushions with respect to both its first and second deeds of trust. About Melissa Mosich Miller Malibu, California-based Melissa Mosich Miller owns a community property interest in an entertainment-related production company - Scott Miller & Company. Melissa Mosich Miller filed for Chapter 11 protection on August 11, 2010 (Bankr. C.D. Calif. Case No. 10- 19870). Jacqueline L. Rodriguez, Esq. represents the Debtor in its restructuring effort. The Debtor disclosed $16,069,001 in assets and $7,190,210 in liabilities as of the Petition Date. METRO-GOLDWYN-MAYER: Soliciting Votes for Prepack Ch. 11 Plan ------------------------------------------------------------- Metro-Goldwyn-Mayer Inc. has begun a solicitation of votes from its secured lenders for a pre-packaged plan of reorganization. MGM expects to continue normal business operations throughout the restructuring process. The Plan provides for MGM's employees, vendors, participants, guilds, and licensees to be unimpaired. The Plan provides for MGM's secured lenders to exchange more than $4 billion in outstanding debt for approximately 95.3 percent of equity in MGM upon its emergence from Chapter 11. Spyglass Entertainment would contribute certain assets to the reorganized company in exchange for approximately 0.52 percent of the reorganized company. In addition, two entities owned by Spyglass affiliates - Cypress Entertainment Group, Inc. and Garoge, Inc. - will merge with and into a subsidiary of MGM, with the MGM subsidiary as the surviving entity. The stockholders of Cypress and Garoge will receive approximately 4.17 percent of the reorganized company in exchange. Following the receipt of the requisite consents from secured lenders during the solicitation period, and in order to implement the debt restructuring, MGM intends to commence pre-packaged Chapter 11 cases under the U.S. Bankruptcy Code and seek confirmation of the Plan. Gary Barber and Roger Birnbaum, currently Co-Chairman and Chief Executive Officer of Spyglass Entertainment, would serve as the Co-Chairman and Chief Executive Officer of MGM following the company's emergence from Chapter 11. The deadline for the Company's secured lenders to vote on the Plan is October 22, 2010, unless extended. Only holders of secured debt as of October 4, 2010 under MGM's April 8, 2005 Credit Agreement will be solicited. Final Stages of Prepack Plan The Wall Street Journal's Mike Spector and Lauren A. E. Schuker report that Metro-Goldwyn-Mayer Inc. is in the final stages of preparing a prepackaged bankruptcy filing to address its more than $4 billion in debt. The Journal says the first step of that process came this week, when MGM presented its restructuring plan to debt holders. Creditors have until Oct. 22 to vote on the deal. The Journal says MGM needs creditors holding about two-thirds of MGM's debt and more than half its roughly 100 individual lenders to approve the deal. The report says MGM hopes to gather enough votes so a judge can approve the studio's reorganization shortly after it files for bankruptcy protection in coming weeks. Under the plan, creditors would forgive all of MGM's debt for ownerships stakes in the restructured studio. Spyglass Entertainment would merge some of its older films with MGM's library and contribute other assets in exchange for a roughly 5% equity stake. According to the Journal, if MGM gets enough creditor support, it hopes to spend roughly two months under Chapter 11 bankruptcy protection. When it exits bankruptcy, MGM's ambitions will be scaled back to making only a handful of new movies each year. The studio plans to tap a new $500 million credit line to finance new film production, people familiar with the matter said, far less than the company had originally envisioned. According to the Journal, people familiar with the plan said MGM's current top film executive, Mary Parent, will likely leave the studio after the restructuring to make way for Spyglass founders Gary Barber and Roger Birnbaum, who will become the studio's co- chief executives. As reported by the Troubled Company Reporter on August 12, 2010, sources told The Wall Street Journal that MGM hopes to file a "prepackaged" bankruptcy sometime in mid-September, when the latest waiver on debt payments expires. In July 2010, MGM received a sixth forbearance from its bondholders and lenders, wherein the lenders extended the period during which MGM won't have to pay principal and interest on its bank debt, including a revolving credit facility, until September 15. MGM tried to sell itself in March 2010 but received low bids. The Journal also has reported Sahara India Pariwar offered a bit more than $2 billion for MGM a few weeks ago, but the studio's creditors rejected the overture. 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. An investor consortium, comprised of Providence Equity Partners, TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ Merchant Banking Partners and Quadrangle Group, owns MGM. MGM is grappling with $3.7 billion in debt. MGM has received a series of forbearance agreements from its bondholders and lenders, wherein the lenders extended the period during which MGM won't have to pay principal and interest on its bank debt, including a revolving credit facility. The latest forbearance agreement expires October 29. As reported by the Troubled Company Reporter on August 12, 2010, sources told The Wall Street Journal that MGM hopes to file a "prepackaged" bankruptcy sometime in mid-September, when the latest waiver on debt payments expires. J.P. Morgan Chase & Co., a major MGM creditor, is working on providing between $150 million and $200 million in debtor-in-possession financing to steer the studio through bankruptcy, one of the sources told the Journal. MGM tried to sell itself in March 2010 but received low bids. MGM has hired investment bank Moelis & Company and the law firm Skadden, Arps, Slate, Meagher & Flom. In August 2009, it hired the restructuring expert Stephen F. Cooper to help lead the company. MGM RESORTS: CityCenter Gets $1.8 Billion Senior Secured Facility ----------------------------------------------------------------- CityCenter Holdings LLC obtained on September 30, 2010, an amendment to its $1.8 billion senior secured credit facility that, among other things, allows for certain mechanics' liens to exist on its CityCenter development on the Las Vegas Strip. CityCenter Holdings is a joint venture of subsidiaries of MGM Resorts International, a Delaware corporation, and Dubai World, a Dubai, United Arab Emirates government decree entity. The amendment allows for mechanics' liens in an aggregate amount that is adequate to permit existing mechanics' liens. The credit agreement's limitation on mechanics' liens reduces on December 31, 2010, however the credit agreement also allows for mechanics' liens to exist above the stated limits to the extent that bonds or other security are provided with respect to any such mechanics' liens, in each case in form acceptable to the administrative agent under the credit agreement. The mechanics' liens largely consist of claims asserted by CityCenter Holdings' primary general contractor, Perini Building Company, Inc., and its subcontractors. The non-duplicative amount of the mechanics' liens Perini asserted on behalf of itself and its subcontractors was approximately $491 million as of June 30, 2010. City Center Holdings has been actively pursuing settlements with subcontractors, and the court ordered a reduction in the amount of mechanics' liens that Perini asserted to $424 million on September 30, 2010, as a result of payments of settlements of underlying subcontractor claims. About MGM Resort MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company's balance sheet at June 30, 2010, showed $19.98 billion in total assets, $1.19 billion in total current liabilities, $2.65 billion in deferred income taxes, $13.04 billion in long-term debt $243.29 million in other long- term obligations, and $2.85 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on July 1, 2010, Fitch Ratings affirmed these ratings for MGM Resorts: Issuer Default Rating affirmed at 'CCC'; Senior secured notes due 2013, 2014, and 2017 affirmed at 'B+/RR1' (91%-100% recovery band); Senior secured notes due 2020 rated 'B+/RR1' (91%-100%); Senior credit facility affirmed at 'B-/RR3' (51%-70%); Senior unsecured notes affirmed at 'CCC/RR4' (31%-50%); Convertible senior notes due 2015 rated 'CCC/RR4' (31%-50%); Senior subordinated notes affirmed at 'C/RR6' (0%-10%). MI DEVELOPMENTS: Moody's Reviews 'Ba1' Rating on Senior Bonds ------------------------------------------------------------- Moody's Investors Service placed the senior debentures of MI Developments Inc. (Ba1) under review direction uncertain. Moody's rating action reflects the uncertainty surrounding the effect on the debentures from the bid MID received on October 1, 2010, for its shares, the increased risk in MID's credit profile resulting from its stake in former Magna Entertainment Corp. racing and gaming properties, and pressures in the automotive sector. MID's cash flows are derived from long-term triple-net leases, substantially all of them to MID's former parent, Magna International, Inc. (Magna, unrated), from which MID was spun off in 2003, as well as the racing and gaming business properties that now comprise approximately two-thirds of MID's total revenues. ST Acquisition Corp., a corporation controlled by members of the Stronach Family (the founders of Magna), announced its intention to make an offer to acquire any or all of the Class A Subordinate Voting Shares and Class B Shares of MI Developments Inc. not already owned by it or its affiliates and associates at a price of US$13.00 per share in cash. STAC and its affiliated and associated entities currently own an aggregate of 50,000 Class A Subordinate Voting Shares and 383,414 Class B Shares of MID, which together represent approximately 60% of the total voting power of MID's outstanding shares. MID's board will organize a special committee to evaluate this offer. In addition, on April 30, 2010, MID took possession of a number of MEC's racecourses, gaming operations and adjacent real estate properties in settlement of MEC's obligations to MID. MID's credit profile will become more risky as it transforms from managing traditional income-producing industrial properties to racing and gaming properties, for which they have little expertise. Moody's notes that MID's metrics have remained strong with fixed charge coverage at 7.8x at 2Q10, leverage at 13.5% at 2Q10, and Net debt/EBITDA at 1.85x at 2Q10. However, the transfer of the gaming and racing assets, which now comprise two-thirds of MID's total revenue, from MEC to MID, will add greater volatility to MID's revenue stream. Moody's review will focus on whether the racing and gaming properties will be a cash drain on MID, and whether secured or other debt will be assumed as a result of the STAC bid, that could be ahead or pari passu with Moody's rated debentures. STAC stated that the $600 million would be financed through a combination of available cash-on-hand and third party financing that is currently being arranged. It is unknown whether some of this debt will be in MID's secured debt basket that has a 15% limit under MID's debenture covenants. Moody's will evaluate the status of the debentures in the takeout offer, as well as the impact of the former MEC assets on MID's portfolio and credit metrics. An upgrade is unlikely in the medium term. A return to a stable outlook would be based upon no negative implications for MID's financial metrics or portfolio resulting from the STAC bid, and clarity surrounding the impact of the automotive business pressures on its Magna leases. The rating could come under pressure should MID experience a substantive weakening in credit metrics with fixed charge coverage consistently trending below 3x or a significant deterioration in the automotive industry that would force Magna to close a substantial number of its properties leased to MID. In addition, significant income volatility as a result of its ownership of racing and gaming properties could result in a ratings downgrade. These ratings were placed under review direction uncertain: * MI Developments Inc. -- Unsecured debt at Ba1; unsecured debt shelf at (P)Ba1. Moody's last rating action with respect to MI Developments was on March 9, 2009, when Moody's placed MID's Ba1 rating on review for downgrade. MI Developments Inc., a real estate operating company headquartered in Aurora, Ontario, Canada, is engaged in the ownership, development, management, leasing and acquisition of industrial and commercial real estate properties located in North America and Europe. At June 30, 2010, MI Developments had US$2.0 billion in assets on a consolidated basis and US$1.5 billion in equity. MICHAELS STORES: Moody's Assigns 'Caa1' Rating on $750 Mil. Notes ----------------------------------------------------------------- Moody's assigned Caa1 rating to Michaels Stores, Inc.'s proposed $750 million senior unsecured bonds due 2018. Proceeds from the note offering will be used to tender for an existing $750 million series of unsecured notes. The refinancing, while improving the maturity profile of the company, has no impact on Michaels' current capital structure or ratings. Ratings Rationale Michaels' B3 Corporate Family Rating reflects its significant financial leverage and weak credit metrics. It also recognizes Michaels' leadership position in the highly fragmented arts and crafts segment, and its high operating margins. The rating takes into consideration the company's participation in some segments that have greater sensitivity to economic conditions, such as its custom framing business. Michaels' ratings also reflect its good liquidity with limited near term debt maturities. The stable rating outlook reflects Moody's expectation that the company will maintain its current level of operating performance. While leverage remains high for the rating, Moody's expects that the company will continue to moderately deleverage over the near to intermediate term. Ratings could be upgraded if the company continues to generate positive revenue growth and operating margins continue to expand. Quantitatively, ratings could be upgraded if EBITA/interest can be sustained above 1.4 times and debt/EBITDA sustained below 6.0 times. At the same time the company would need to maintain a good overall liquidity position. Ratings could be downgraded if the company's sales were to decline or operating margins were to erode. Quantitatively ratings could be downgraded if EBITA/interest approaches 1.0 times, debt/EBITDA is likely to be sustained above 7.25 times, or free cash flow was negative. Ratings could also be downgraded if the company's good liquidity profile were to erode. This rating was assigned: -- $750 million Senior Unsecured Notes due November, 2018 at Caa1 (LGD 5, 76%) These ratings were unchanged and LGD rates amended: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3 -- Term Loan B due 2013 to B2 (LGD 3, 36%) from B2 (LGD 3, 37%) -- Term Loan C due 2016 to B2 (LGD 3, 36%) from B2 (LGD 3, 37%) -- $400 million Senior Secured subordinated notes due November 2016 at Caa2 (LGD 6, 90%) -- $469 million (principal amount at maturity) Subordinated Discount Notes due 2016 at Caa2 (LGD 6, 95%) -- Speculative Grade Liquidity Rating at SGL-2 Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of July 31, 2010, the company operated 1,028 "Michaels" retail stores in the United States and Canada and 146 Aaron Brothers Stores. MICHAEL WASSON: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Michael S. Wasson, DMD, P.A. 1111 Hendersonville Road Asheville, NC 28803 Bankruptcy Case No.: 10-11153 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Asheville) Judge: George R. Hodges Debtor's Counsel: David G. Gray, Esq. 81 Central Avenue Asheville, NC 28801 Tel: (828) 254-6315 E-mail: judyhj@bellsouth.net Scheduled Assets: $98,567 Scheduled Debts: $3,102,229 A list of the Debtor's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb10-11153.pdf The petition was signed by Michael S. Wasson, president. MOULTONBOROUGH HOTEL: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Moultonborough Hotel Group, LLC dba Hampton Inn & Suites 183 Laconia Road Tilton, NH 03276 Bankruptcy Case No.: 10-14214 Chapter 11 Petition Date: September 30, 2010 Court: United States Bankruptcy Court District of New Hampshire Live Database (Manchester) Debtor's Counsel: Steven M. Notinger, Esq. DONCHESS & NOTINGER, PC 547 Amherst Street, Ste. 204 Nashua, NH 03063 Tel: (603) 886-7266 Fax: (603) 886-7922 E-mail: nontrustee@dntpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nhb10-14214.pdf The petition was signed by Kevin G. Attar, manager. MOUNIR BADAWY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Mounir Pierre Badawy 6031 Crimson Ct McLean, VA 22101 Bankruptcy Case No.: 10-18342 Chapter 11 Petition Date: September 30, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtor's Counsel: David Charles Masselli, Esq. DAVID CHARLES MASSELLI PC 4113 Lee Highway Arlington, VA 22207 Tel: (703) 741-0402 Fax: (703) 741-0979 E-mail: dm@mllaw.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 largest unsecured creditors together with its petition. NAVISTAR INTERNATIONAL: Fitch Assigns 'BB-' Ratings on Loans ------------------------------------------------------------ Fitch Ratings expects to assign 'BB-'ratings to these bond issuances and the related loan agreements between Navistar International Corporation and the County of Cook, Illinois, and the Illinois Finance Authority: -- $90,000,000 The County of Cook, Illinois recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010; and -- $135,000,000 Illinois Finance Authority recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010. Proceeds from the bonds will be loaned to NAV to support the relocation of NAV's headquarters and the expansion, renovation, and consolidation of other facilities. The bonds will be limited obligations of Cook County and the IFA and will be payable solely from the payments from the loan agreements entered into with NAV and a guarantee from Navistar, Inc., the primary operating subsidiary of NAV. Cook County and the IFA will assign and pledge certain rights under the loan agreements to the bond trustee (Citibank N.A.) as security for the bonds. The bonds are tax- exempt and are related to the American Recovery and Reinvestment Act of 2009, also known as the 'Stimulus Act.' The loans will be senior unsecured obligations of NAV, and the loans will have a guarantee by Navistar, Inc. to the bond trustee. As a result of the loan agreements and limited obligations of Cook County and the IFA, Fitch considers the underlying credit risk of the bonds to be the same as NAV's credit risk, and Fitch is assigning the bonds the same rating ('BB-') as NAV's senior unsecured rating. Fitch's ratings cover approximately $1.9 billion of debt at NAV ($2.1 billion pro forma for the proceeds from the project bonds) and $3 billion of outstanding debt at Navistar Financial Corp. as of July 31, 2010. A full ratings list is shown at the end of this release. The Rating Outlook is Positive. Fitch revised NAV's Outlook to Positive from Stable in March. The revision was driven by improvement in the financial profile of NFC following the signing of an operating agreement with GE Capital and by NAV's financial performance in the past year. Historically, Fitch had concerns with NFC's funding, capitalization, and asset quality performance, but they will be eliminated or reduced by the agreement with GECC. The Positive Outlook reflects Fitch's assessment that rating upgrades may be warranted depending on performance in the next year. As NFC's existing retail portfolio runs off, performance of the manufacturing operations will be the key driver of NAV's credit quality. Improvement of the company's ratings will be driven by the pace of the truck market's rebound, success of the company's exhaust gas recirculation emissions strategy, improvement in profitability and leverage metrics, and ability to continue to generate free cash flow on an annualized basis. The ratings reflect solid credit metrics for the 'BB-' category, adequate liquidity position, U.S. and Canada market share leadership in Class 6-8 trucks and school buses, competitive engine portfolio, strong North American distribution network, significant military business, and potential future success with several business initiatives including the Mahindra & Mahindra joint venture, Caterpillar joint venture, and Monaco RV business. Credit concerns include the continued weakness in the truck market, significant pension liabilities, uncertainty around the success of NAV's EGR emissions strategy and dependence on the North American market that contributed approximately 93% of the company's 2009 fiscal-year revenue. Litigation related to past financial restatements and accounting controls is also a concern. Fitch is also concerned with the UAW labor contract that expired at the end of September. Earlier this year, NFC entered into an agreement with GECC to fund the retail portion of NFC's business. Fitch views the agreement with GECC as a positive as it will reduce funding and capital needs and will continue to allow NAV to offer retail financing to its customers. Additionally, GECC's funding capacity may allow NAV to obtain a greater share of fleet customers that under NFC alone could not always get the amount of funding that was needed and/or with competitive pricing and terms. Term of the agreement is three years renewed annually unless GECC or NFC gives a one- year advance notice of cancellation. Fitch expects top line growth at NAV this year but believes margins could contract as a smaller portion of its business comes from military sales. Free cash flow is also likely to decline this year as the company increases capital expenditures, pension contributions, and investments in new ventures. Beyond fiscal 2010, profitable growth looks likely as truck markets rebound from trough levels. At the end of NAV's third quarter ending July 31, 2010, Fitch calculates NAV (excluding NFC) had manufacturing liquidity position of approximately $792 million, consisting of $757 million of cash and equivalents and $180 million in aggregate credit facility capacity, less $145 million of current maturities of long-term debt. NAV's $200 million secured asset-backed credit facility matures in June 2012. Fitch expects NAV will be able to end its current fiscal year with a manufacturing cash balance greater than $1 billion, which is in line with its fiscal 2009 year end cash position. Leverage (gross debt to EBITDA) was approximately 2.4 times (x) for the latest 12 months period ending July compared to 2.5x for fiscal year 2009. NAV's pension plan funding status in its fiscal 2009 declined to 60.6% ($1.5 billion underfunded) compared to 74.8% in 2008. The $745 million decrease was due mainly to a $825 million actuarial loss related to a decrease in the discount rate used to determine the present value of the projected benefit obligations (discount rate at Oct. 31, 2009 was 5.4% compared to 8.3% at Oct. 31, 2008). The decline in the funded status was partially offset by asset returns. NAV contributed $37 million to its pension plans in 2009 and estimates contributions in 2010 will be $113 million. Pension legislation earlier this year could allow NAV to reduce required funding by $300 million-$400 million over the next few years. Fitch's ratings for Navistar are: Navistar International Corp. -- Issuer Default Rating 'BB-'; -- Senior unsecured notes 'BB-'. -- Senior subordinated notes 'B'. Navistar Financial Corp. -- IDR 'BB-'; -- Senior unsecured bank lines 'BB-'. Due to NFC's close operating relationship and importance to the parent, its ratings are directly linked to those of the ultimate parent. The relationship is governed by the Master Intercompany Agreement, and there is a requirement referenced in the NFC credit agreement requiring Navistar, Inc. and NAV to own 100% of NFC's equity at all times. NAVISTAR INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service changed the outlook of Navistar International Corporation to Positive from Stable and assigned a B1 rating to the company's $225 million issuance of tax-exempt Recovery Zone Facility bonds. Moody's also affirmed Navistar's B1 Corporate Family Rating and Probability of Default Rating, the B1 rating of the company's $1 billion in 8.25% senior unsecured notes due 2021, and its SGL-2 speculative grade liquidity rating. The positive outlook reflects the continuing recovery in the North American medium and heavy truck markets. In addition, Navistar's credit metrics have held up better than expected during 2010 despite the anticipated decline in military revenues as certain contracts rolled off and the engine supply arrangement with Ford that terminated in December 2009. While these factors have contributed to a modest weakening in some of Navistar's credit metrics for the LTM period through July 2010, Moody's believe that the company's overall performance has held up well. This better- than-expected performance is largely due to the recovery in the truck market and Navistar's strong performance in this sector. Approximately $135 million of the tax-exempt RZF bonds will be issued by the Illinois Finance Authority, and $90 million will be issued by Cook County, Illinois. Neither the IFA nor Cook County (the issuers) will have any responsibility for principal or interest payments due under the RZF bonds. The bonds will be serviced by a loan agreement between Navistar and the issuers. This loan agreement will be pledged to the bond Trustee, and will be unconditionally guaranteed by Navistar's principal operating subsidiary, Navistar, Inc. This support structure mirrors that which supports the B1 rating of Navistar's existing senior unsecured debt. Navistar's liquidity position is good and the principal sources of liquidity are the $757 million in manufacturing-company cash it held at July 31, 2010, and $180 million of availability under its existing ABL facility maturing in 2012. In addition, the company should continue to generate moderate levels of free cash flow during the coming twelve months. These sources should enable the company to comfortably fund all of its cash requirements during the coming twelve months. The liquidity profile is further supported by the lack of financial covenants in the ABL facility and the company's considerable amount of unencumbered assets that are available to be pledged to potential lenders. Navistar's principal liquidity requirement will be the funding of approximately $145 million of maturing debt and capital lease payments. A potential contingent call on Navistar's liquidity could come from its captive finance operation, Navistar Financial Corporation. At year-end October 31, 2009, NFC (not rated by Moody's) had a managed portfolio consisting of $2,076 million of retail and lease receivables, and $835 million of wholesale notes. During 2009 NFC had a relatively modest 9% penetration rate for financing retail sales and leases of Navistar equipment, and its retail/lease originations approximated $586 million. The company's penetration of wholesale financing was a robust 96%. As a result of a recently completed agreement, GE Capital has become the preferred provider of retail financing in support of Navistar's truck and bus sales in the US. As a result of this agreement NFC should be relieved of the capital and liquidity burden necessary to support new retail and lease originations. In addition, GE Capital's stronger balance sheet and superior capital market access relative to that of NFC, should improve the availability of the financing that can be offered to retail purchasers of Navistar equipment. This should result in a significant reduction in NFC's origination of retail and lease financing in the future. However, the company will continue to provide wholesale financing to its dealer network as well as a small amount of retail notes and leases to end customers. Moody's notes that NFC has recently renewed various wholesale funding sources in fiscal 2010 that do not mature until 2012. The quality of NFC's receivable portfolio is performing in line with that of other captive finance companies in the capital goods and heavy equipment sector. Moreover, conditions in the ABS and bank markets indicate that NFC should not encounter any major obstacles in its attempts to renew its various facilities and maintain adequate liquidity to fund its remaining retail portfolio and continuing wholesale originations. Navistar's B1 rating could improve if the North American truck market remains on track for a sustained recovery into 2011, and Navistar's operational initiatives to moderate its vulnerability to the truck cycle show evidence of taking hold. Progress in these initiatives would be demonstrated by continuing to solidify the position of its military business and establishing solid market acceptance of its EGR engines. An improvement in the rating would also be supported if the company's operating performance is on track to generate EBITA/interest approximating 2.5x, (1.8x for LTM July '10) debt/EBITDA below 4x (4.3x for LTM July '10), EBITA margin exceeding 5% (4.8% for LTM July '10), and a strong liquidity profile as evidenced by a manufacturing-company cash position and unused borrowing facilities approximating $1 billion. The rating could come under pressure if key elements of the company's operational initiatives for reducing cyclicality stall, or if the recovery in the North American truck market stalls. Metrics of the following levels would contribute to ratings pressure: EBITA/interest below 1.25x and debt/EBITDA above 4.5x. The last rating action on Navistar was an assignment of the B1 rating on October 21, 2009. NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on $225 Mil. Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '4' recovery rating on Navistar International Corp.'s proposed $225 million recovery zone facility revenue bonds. The '4' recovery rating indicates S&P's expectation that lenders would receive average (30% to 50%) recovery in the event of a payment default. According to a preliminary limited offering memorandum, the bonds are expected to be tax-exempt and consist of $135 million to be issued by the Illinois Finance Authority and $90 million to be issued by Cook County, Ill. Loan agreements between the issuers and Navistar stipulate that Navistar will pay principal and interest on the bonds, supported by a guarantee from Navistar's wholly owned operating subsidiary, Navistar Inc. The bonds are rated the same as Navistar's senior unsecured debt, reflecting the issuers' equal status under the offering documents with other unsecured creditors in the event of a bankruptcy. As of July 31, 2010, Navistar had approximately $1.7 billion in debt at its manufacturing operations, including about $1 billion in senior unsecured debt. S&P expects proceeds from the proposed bonds to be used for the purchase and renovation of a new corporate headquarters and research facility in Lisle, Ill., expansion of a warehouse in Joliet, Ill., and consolidation of product testing operations in Melrose Park, Ill. The corporate credit rating on Warrenville, Ill.-based Navistar reflects what S&P considers to be the company's fair business risk profile and aggressive financial risk profile. Key business risks include the severe cyclicality and capital-intensity of the North American commercial-vehicle industry. These risks are partly offset by Navistar's stable to improving market shares in commercial-truck segments and by the expansion of its military business in recent years. Ratings List Navistar International Corp. Corporate credit rating BB-/Stable/-- New Rating Navistar International Corp. Senior Unsecured US$90 mil. Recovery Zone Facility BB- Rev Bonds (Navistar International Corp. Project) due 2040 Recovery Rating 4 US$135 mil. Recovery Zone Facility BB- Rev Bonds (Navistar International Corp. Project) due 2040 Recovery Rating 4 OMNICOMM SYSTEMS: Amends 2009 Annual Report to Correct Errors ------------------------------------------------------------- OmniComm Systems, Inc., filed on October 5, 2010, Amendment No. 1 to its annual report on Form 10-K for the year ended December 31, 2009, as originally filed on March 31, 2010. On August 30, 2010, the Company's Board of Directors concluded that the Company's consolidated financial statements for the year ended December 31, 2009, should be restated because the Company incorrectly recorded accounts receivables from certain client contracts from invoices sent to clients during December 2009. The Company's Management concluded that the invoices should have not been reported and that the associated transactions were incorrectly accounted for under generally accepted accounting principles. Subsequent to its fiscal 2009 year end the Company has determined that certain customer receivables totaling $2.4 million that were recorded at December 31, 2009, should instead have been recorded in January 2010. The Company's balance sheet at December 31, 2009, as restated, showed $3.3 million in total assets, $19.6 million in total liabilities, and a stockholders' deficit of $16.3 million. A full-text copy of the Form 10-K/A is available for free at: http://researcharchives.com/t/s?6c3f About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB) -- http://www.OmniComm.com/-- provides customer-driven Internet solutions to pharmaceutical, biotechnology, research and medical device organizations that conduct life changing clinical trial research. * * * As reported in the Troubled Company Reporter on April 6, 2010, Greenberg & Company LLC, in Springfield, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses and has a net capital deficiency. PACIFIC AVENUE: EpiCentre Owners Drop Suit v. Regions Bank ---------------------------------------------------------- The Charlotte Business Journal's Susan Stabley reports that the owners of the EpiCentre development in uptown Charlotte dropped their lawsuit Wednesday against Regions Bank over a disputed discount of the uptown complex's $90 million construction loan. The Business Journal says the filing in U.S. Bankruptcy Court comes one day after the bank voluntarily dismissed its legal action against the property's lead developers -- entrepreneur Afshin Ghazi and investor George H. Cornelson III. The Business Journal notes Messrs. Ghazi and Cornelson both own equity in the ownership of the EpiCentre, which is split between limited liability companies Pacific Avenue and Pacific Avenue II. Pacific Avenue and Pacific Avenue II sued the bank on July 20. According to the Business Journal, at issue was whether Regions had agreed to negotiations by the ownership companies' manager, Mr. Ghazi, for a $40 million discount of the loan, which now in default. Both filings were dismissed without prejudice. That distinction gives the bank or EpiCentre's owners the option to refile their suits at a later time, if they so desire. Regions Bank is represented by Doug Ghidina, Esq., at Moore & Van Allen. About Pacific Avenue Pacific Avenue, LLC, is a North Carolina limited liability company whose principal place of business is located in Charlotte, North Carolina. Together with Pacific Avenue II, LLC, the Company owns and operates the EpiCentre, a mixed-use commercial development consisting of approximately 302,000 rentable square feet of office and retail/entertainment space, plus an underground parking deck, located at 210 E. Trade St. in the city block surrounded by the light rail line, Fourth Street, College Street, and Trade Street in uptown Charlotte, North Carolina. Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093). Joseph W. Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the Company in its restructuring effort. The Company estimated up to $50,000 in assets and $50,000,001 to $100,000,000 in debts in its bankruptcy petition. The Company's affiliate, Pacific Avenue II, filed a separate Chapter 11 petition. PACIFIC AVENUE: Hearing on Examiner Request Moved to Oct. 29 ------------------------------------------------------------ The Charlotte Business Journal's Susan Stabley reports that a hearing scheduled for Wednesday on whether an examiner or trustee should be appointed in the bankruptcy cases of Pacific Avenue and Pacific Avenue II was postponed to Oct. 29. As reported by the Troubled Company Reporter on September 20, 2010, the U.S. Bankruptcy Administrator Lind Simpson sought a third-party investigation into the financial affairs of Pacific Avenue and Pacific Avenue II in support of Regions Bank's plea to appoint an examiner or a trustee. The Bankruptcy Administrator said an examiner could determine whether EpiCentre's finance have been handled property. The bank accused the Companies of financial mismanagement of a property that appears to be successful. About Pacific Avenue Pacific Avenue, LLC, is a North Carolina limited liability company whose principal place of business is located in Charlotte, North Carolina. Together with Pacific Avenue II, LLC, the Company owns and operates the EpiCentre, a mixed-use commercial development consisting of approximately 302,000 rentable square feet of office and retail/entertainment space, plus an underground parking deck, located at 210 E. Trade St. in the city block surrounded by the light rail line, Fourth Street, College Street, and Trade Street in uptown Charlotte, North Carolina. Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093). Joseph W. Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the Company in its restructuring effort. The Company estimated up to $50,000 in assets and $50,000,001 to $100,000,000 in debts in its bankruptcy petition. The Company's affiliate, Pacific Avenue II, filed a separate Chapter 11 petition. PACIFIC AVENUE: Drops Suit Against Regions Bank Over Disputed Loan ------------------------------------------------------------------ Susan Stabley, staff writer at Charlotte Business Journal, reports that Pacific Avenue and Pacific Avenue II dropped their lawsuit against Regions Bank over a disputed discount of the Debtors' $90 million construction loan. The move came after the lender voluntarily dismissed its legal action against the property's lead developers Afshin Ghazi and investor George H. Cornelson III, according to the Business Journal. Both filings were dismissed without prejudice. About Pacific Avenue Pacific Avenue, LLC, is a North Carolina limited liability company whose principal place of business is located in Charlotte, North Carolina. Together with Pacific Avenue II, LLC, the Company owns and operates the EpiCentre, a mixed-use commercial development consisting of approximately 302,000 rentable square feet of office and retail/entertainment space, plus an underground parking deck, located at 210 E. Trade St. in the city block surrounded by the light rail line, Fourth Street, College Street, and Trade Street in uptown Charlotte, North Carolina. Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093). Joseph W. Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the Company in its restructuring effort. The Company estimated up to $50,000 in assets and $50 million to $100 million in debts in its bankruptcy petition. The Company's affiliate, Pacific Avenue II, filed a separate Chapter 11 petition. PENSACOLA BEACH: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pensacola Beach Marina, LLC 713 Via De Luna Pensacola Beach, FL 32561 Bankruptcy Case No.: 10-32046 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of Florida (Pensacola) Debtor's Counsel: David Lewis Powell, Esq. LIBERIS & ASSOCIATES, P.A. 212 West Intendencia Street Pensacola, FL 32502 Tel: (850) 438-9647 Fax: (850) 433-5409 E-mail: dpowell@liberislaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flnb10-32046.pdf The petition was signed by Matthew S. Stevens, president of Ainslie Manor, Ltd., general partner. PMA COMPANIES: Moody's Upgrades Senior Debt Rating From 'Ba3' ------------------------------------------------------------- Moody's Investors Service has upgraded the senior debt rating of PMA Companies, Inc. (formerly PMA Capital Corporation) to Baa3 from Ba3 and the insurance financial strength ratings of its operating subsidiaries (PMA Insurance Group) to A3 from Baa3. These rating actions follow the completion of the merger between PMA and a wholly-owned subsidiary of Old Republic International Corporation on October 1, 2010, and conclude a review for upgrade that was initiated on June 10, 2010. The ratings and outlooks on Old Republic and its existing subsidiaries remain unchanged. The rating outlook for PMA is stable. Ratings Rationale Commenting on the upgrade of PMA's ratings, analyst Enrico Leo said "PMA's financial flexibility will benefit from being part of a much larger and financially stronger group. Similarly, PMA's market reputation and franchise should benefit from its association with a stronger, better diversified organization." The rating action also reflects Old Republic's explicit support via internal reinsurance arrangements, implicit support given its strategic importance to the Old Republic enterprise, and Moody's expectation that the acquired PMA companies will be required to adapt a more conservative financial profile over time, consistent with Old Republic's financial policies. PMA's stand-alone credit profile reflects the company's mono-line workers' compensation franchise with good business flow and stable retention rates, its service proposition to clients, and high- quality fixed income portfolio. These positive considerations are offset by the highly competitive nature of workers' compensation insurance, weak historic earnings, and the reserving risk inherent in long-tail workers' compensation. Additionally, in connection with the 2009 sale of PMA Capital Insurance Company, contingent payments under the capital support agreement pose a potential liability. PMA's new parent Old Republic (senior debt rated Baa1) is a diversified, insurance operation with modest financial leverage and high cash coverage metrics. Through its various operating subsidiaries, Old Republic is engaged in property and casualty insurance (Old Republic General Insurance Group), mortgage insurance (Old Republic Mortgage Guaranty Group), and title insurance (Old Republic Title Insurance Group). The PMA companies have now become part of Old Republic's General Insurance Group (lead insurance subsidiaries rated A1), which have historically been conservatively managed and benefit from disciplined underwriting and strong capitalization. According to Moody's senior credit officer Paul Bauer, "The lower ratings of the PMA companies in comparison to Old Republic's other property and casualty operating subsidiaries reflect PMA's weaker earnings and capitalization characteristics, as well as its higher product risk given its concentration in workers' compensation." Factors that could lead to a ratings upgrade for PMA include: improved levels of capitalization with gross underwriting leverage consistently less than 4x; meaningful reduction in reinsurance recoverables relative to equity, and improved, consistent profitability metrics (e.g. ROC's in the high single digits). Conversely, factors that could lead to a downgrade include: a reduction in either the explicit or implicit support received from Old Republic; gross underwriting leverage greater than 6x; or continued weak or volatile earnings (ROC's in the low single digits). These ratings have been upgraded: * PMA Companies, Inc. -- senior unsecured debt to Baa3 from Ba3; * Manufacturers Alliance Insurance Company - insurance financial strength to A3 from Baa3; * Pennsylvania Manufacturers' Association Insurance Company - insurance financial strength to A3 from Baa3; and * Pennsylvania Manufacturers Indemnity Company - insurance financial strength to A3 from Baa3. PMA Companies, Inc., headquartered in Blue Bell, Pennsylvania, focuses on workers' compensation insurance and related fee-based services, primarily in the eastern part of the United States. During the first half of 2010, PMA Capital Corporation reported net written premiums of $204 million, and net income of $10 million. As of June 30, 2010, shareholders' equity was $429 million. Old Republic International Corporation, headquartered in Chicago, Illinois, is a multi-line insurance holding company whose subsidiaries are engaged primarily in property and casualty insurance, mortgage guaranty, and title insurance. During the first half of 2010, Old Republic reported total revenue of $1.9 billion, and net income of $82 million. As of June 30, 2010, shareholders' equity was $4.0 billion. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. POLYMER GROUP: S&P Changes CreditWatch on Ratings to Negative ------------------------------------------------------------- Standard & Poor's Ratings Services revised the CreditWatch implications on Polymer Group Inc. to negative from developing following the company's announcement that it has entered into a definitive agreement to be acquired by an affiliate of Blackstone Capital Partners V L.P. Ratings, including the 'B' corporate credit rating, were initially placed on CreditWatch with developing implications on April 13, 2010, following the company's announcement that it was beginning a review of strategic alternatives. "The CreditWatch listing reflects the potential for a downgrade based on S&P's expectation of an increase in leverage that could cause a material deterioration of Polymer's financial risk profile," said Standard & Poor's credit analyst Henry Fukuchi. S&P could affirm the ratings following S&P's review if business conditions remain stable and the increase in debt is not meaningful enough to result in a lower rating. The ratings on Charlotte, N.C.-based Polymer Group Inc. currently reflect a weak business risk profile, significant exposure to volatile polypropylene costs, significant customer concentration, and a highly leveraged financial profile. With annual revenues of about $1 billion, and $422 million of total adjusted debt, Polymer Group manufactures nonwoven products used in disposable consumer applications including baby diapers, feminine hygiene products, and household wipes. The company's products are also used in disposable medical and filtration products, as well as in a wide variety of industrial applications, such as cable wrap, home furnishings, and automotive components. Collaboration with customers in product development is a key strength, as is the company's diversified global footprint with about 51% of sales outside the U.S. Long-term industry growth prospects are favorable due to new applications for nonwovens in developed countries and rising living standards in developing countries. Nevertheless, compared with rated peers, Polymer Group has a relatively narrow product range. In addition, it is vulnerable to volatile raw material costs, particularly polypropylene. Historically, the company has been able to pass these increased costs on to customers, albeit with a lag. S&P expects the company will continue to face raw material cost volatility affecting near-term operating results. Customer concentration is a moderate risk factor with the top 20 customers representing about one-half of sales and the largest client, Procter & Gamble Co., accounting for 11%. Operating margins (before depreciation and amortization) were approximately 11.6% for the 12 months ended June 30, 2010. During the first half of 2010, margins were affected by rising raw material costs. S&P expects the remainder of the year to be better as prices adjust to reflect higher raw material costs. Standard & Poor's considers the company to be highly leveraged with total adjusted debt to EBITDA of 3.6x and debt to capital of 79% as of June 30, 2010. S&P expects leverage metrics will most likely deteriorate following the completion of the recently announced transaction. The key funds from operations to adjusted total debt ratio is currently appropriate for the ratings, at 15.9%, as of June 30, 2010. S&P expects the FFO to adjusted total debt ratio will most likely deteriorate after the completion of the recently announced transaction. S&P expects this ratio to average about 15% over the course of a business cycle to maintain the current ratings. S&P will monitor developments associated with the pending acquisition and resolve the CreditWatch listing upon review of the company's financing plans and expected financial profile following the transaction. The CreditWatch placement indicates that the ratings could be affirmed or lowered depending on Polymer Group's financial profile following a review of the transaction and implications for credit quality. PRINCETON AMBULATORY: Case Summary & Largest Unsecured Creditor --------------------------------------------------------------- Debtor: Princeton Ambulatory Building, LLC 2030 Sherman Drive Princeton, IN 47670 Bankruptcy Case No.: 10-71768 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court Southern District of Indiana (Evansville) Judge: Basil H. Lorch, III Debtor's Counsel: James S. Kowalik, Esq. HOSTETLER AND KOWALIK, P.C. 101 W. Ohio Street, Suite 2100 Indianapolis, IN 46204 Tel: (317) 262-1001 Fax: (317) 262-1010 E-mail: jsk@hostetler-kowalik.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Wagih Satar, M.D., member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ GE Commercial Finance Real Estate and $1,736,106 Business Property Surgical Center 635 Maryville Center Drive, Suite 120 Saint Louis, MO 63141 PROLOGIS: To Sell 180 Properties to Blackstone for $1 Billion ------------------------------------------------------------- The Wall Street Journal's Anton Troianovski reports that ProLogis is close to selling about 180 properties to Blackstone Group LP for $1 billion, according to people familiar with the matter. The sale involves more than 20 million square feet of warehouse and distribution property in a variety of U.S. markets, people said. According to Mr. Troianovski, it is not clear what kind of a deal Blackstone is getting because it's not known which specific properties the private-equity firm is buying. Mr. Troianovski relates ProLogis, a Wall Street darling during the economic boom, has been under pressure to sell property to pare down debt it took on to fund an aggressive expansion. The Journal relates that analyst Steven Frankel, who covers industrial real-estate companies for research firm Green Street Advisors, said "deleveraging is really something that [ProLogis] need to do," said Mr. Frankel. A major asset sale to Blackstone, he said, is strategically "the right step for them to be doing." Mr. Troianovski notes ProLogis has succeeded in shoring up its balance sheet with asset sales since late 2008, when some analysts were warning of bankruptcy. But some analysts say the company still has too much debt. As reported by the Troubled Company Reporter on July 30, 2010, Fitch Ratings downgraded the Issuer Default Rating and outstanding credit ratings of ProLogis: -- Long-term IDR to 'BB' from 'BBB'; -- US$2.2 billion global line of credit to 'BB' from 'BBB'; -- US$4.7 billion senior notes to 'BB' from 'BBB'; -- US$1.9 billion convertible senior notes to 'BB' from 'BBB'; -- US$350 million preferred stock to 'B+' from 'BB+'. The Rating Outlook remains Negative. Fitch said given the limited likelihood of significant near-term de-levering equity capital raises by ProLogis as previously contemplated by Fitch, leverage is expected to remain more consistent with a 'BB' IDR given the significant scale of PLD's industrial property platform. The downgrade also reflects Fitch's expectation that ProLogis' fixed charge coverage will continue to be negatively impacted over the next 12-to-24 months by downward mark-to-market pricing on core portfolio leases. However, a gradual realization of cash flow from completed development properties in lease-up will bolster ProLogis' earnings power. Standard & Poor's and Moody's have maintained investment-grade ratings on the company. About ProLogis ProLogis is a publicly held real estate investment trust that owns, operates and develops primarily industrial properties in North America, Europe and Asia. Its current business strategy includes two reportable business segments: direct owned and investment management. Its direct owned segment represents the direct long-term ownership of industrial and retail properties. Its investment management segment represents the long-term investment management of property funds and other unconsolidated investees, and the properties they own. At June 30, 2010, ProLogis had 1,187 industrial properties consisting of 192.7 million square feet. At June 30, 2010, ProLogis had 27 retail properties consisting of 1.0 million square feet. It also owned two office properties with an aggregate cost of $39.3 million at June 30, 2010. ProLogis had $16.4 billion in total assets and $9.0 billion in total liabilities as of June 30, 2010. PROTEIN SOLUTIONS: Files for Bankruptcy Protection -------------------------------------------------- Dow Jones' DBR Small Cap reports that Protein Solutions has filed for bankruptcy protection. According to the report, the company said in court papers that its financial woes began when it outgrew its 36,000-square-foot facility and moved to another 165,000-square-foot facility in Chicago, which it is currently leasing. The report relates Protein Solutions said that although the company "had a profitable year in 2008, the increased expenses and liabilities associated with its move from the Tripp Avenue facility to the Kildare facility caused liquidity problems in 2009." The company, the report notes, added that consumers choosing to spend their money at grocery stores instead of at restaurants also hurt its business, as the trend translated into "severe decline" in the company's sales. Protein Solutions distributes portion-controlled cuts of meat to restaurant chains, food-service distributors and food wholesalers. PROTOSTAR INC: Judge Approves Liquidation Plan ---------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware confirmed ProtoStar Inc.'s Chapter 11 liquidation plan Wednesday. The Plan distributes $395 million in proceeds generated by the sale of its two satellites to creditors, Dow Jones' DBR Small Cap reports. ProtoStar has reached an agreement with the Official Committee of Unsecured Creditors on the terms of the Chapter 11 plan. A creditor, Kiskadee Communications (Bermuda) Ltd., objected to ProtoStar's creditor-repayment plan. The Plan, according to Dow Jones' DRB Small Cap, is based on a settlement agreement between ProtoStar's secured lenders and a committee that represents unsecured creditors in the company's bankruptcy case. Under the settlement agreement, the secured lenders -- which were initially slated to receive all of the proceeds from the sale of ProtoStar's two satellites -- have agreed to let unsecured creditors have some of the proceeds. Specifically, unsecured creditors will receive their share of $10.2 million. In exchange, the unsecured creditors committee agreed to drop its legal challenge of the secured lenders' liens. About ProtoStar Ltd. Hamilton, Bermuda-based ProtoStar Ltd. is a satellite operator formed in 2005 to acquire, modify, launch and operate high-power geostationary communication satellites for direct-to- home satellite television and broadband Internet access across the Asia-Pacific region. The Company and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 09-12659) on July 29, 2009. The Debtor selected Milbank, Tweed, Hadley & McCloy LLP as lead counsel; Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Appleby as Bermuda counsel; UBS Securities LLC as financial advisor and investment banker and Kurtzman Carson Consultants LLC as claims and noticing agent. Lawyers at Lowenstein Sandler PC and Greenberg Traurig LLP represent the Official Committee of Unsecured Creditors. Also on July 29, 2009, ProtoStar and its affiliates, including ProtoStar Development Ltd., commenced a coordinated proceeding in the Supreme Court of Bermuda. John C. McKenna of Finance & Risk Services Ltd. serves as liquidator of the Bermuda Group. In their Chapter 11 petitions, the Debtors each estimated their assets and debts at US$100 million and US$500 million. As of December 31, 2008, ProtoStar's consolidated financial statements, which include non-debtor affiliates, showed total assets of US$463,000,000 and liabilities totalling US$528,000,000. PRP INC: Closes Three Arby's Restaurants in Rome, Georgia --------------------------------------------------------- Doug Walker, writing for Rome News-Tribune reports that three Arby's restaurants shut down early Wednesday morning: -- 805 Martha Berry Blvd. in Rome, Georgia; -- 2885 Martha Berry Highway in Rome; and -- 1301 Nathan Dean Bypass in Rockmart in Georgia. According to News-Tribune, Roman Vaudry Sartin, a member of an informal breakfast group that gets together at the shop at 805 Martha Berry Blvd. and was in the store when, he said, management got a call from owners in Alabama telling them to shut down. News-Tribune relates PRP Inc., which bought the restaurants from Charles Ables and the late Donald Evans three years ago, filed for voluntary Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Alabama in Mobile on Jan. 11. According to News-Tribune, John P. Browning, a Mobile attorney representing First Franchise Capital Corp., said a suit brought by FFCC in a bid to recoup defaulted loans made to the Arby's franchisees has been stayed pending completion of the bankruptcy proceeding. PRP filed its Chapter 11 petition on Jan. 11, 2010 (Bankr. S.D. Ala. Case No. 10-00094). QOC I LLC: Wells Fargo Seeks Dismissal of Chapter 11 Case --------------------------------------------------------- Wells Fargo Securities, LLC, and Wells Fargo Bank, N.A., asked the Southern District of Florida bankruptcy court to dismiss the Chapter 11 bankruptcy case of QOC I LLC less than a week after the case was filed, netDockets reports. According to the report, QOC I's operations consist primarily of "owning life insurance policies previously issued by insurance companies and sold in the life settlement market" and Wells Fargo is far and away the entity's largest creditor, with a $138.4 million claim that is secured by 283 life insurance policies owned by QOC I. The report relates that while QOC I has stated in court filings that it "filed this Chapter 11 case to restructure the terms of the loan on terms with which it can comply," Wells Fargo asserts that the bankruptcy constitutes a "bad faith" filing. In support of its assertion, netDockets notes Wells Fargo relies upon a 1988 decision of the Eleventh Circuit Court of Appeals which set forth six factors as hallmarks of a bad faith bankruptcy filing: -- the debtor has only one asset; -- the debtor has few unsecured creditors who claims are small in relation to the claims of the secured creditors; -- the debtor has few employees; -- the debtor's asset is subject to foreclosure as a result of arrearages on the debt; -- the debtor's financial problems involve essentially a dispute between the debtor and its secured creditors that can be resolved in state court, outside of bankruptcy; and -- the timing of the debtor's filing evidences an intent to delay or frustrate the legitimate efforts of the debtor's secured creditors to enforce their rights. Meanwhile, netDockets discloses, in re Phoenix Piccadilly, Ltd., 849 F.2d 1393 (11th Cir. 1988), the bank asserts that there can be no dispute regarding the application of the first three factors to QOC I's filing: its only assets are the insurance policies, general unsecured claims amount to less than 0.04% of QOC I's total indebtedness ($52,000 vs. the $138.4 million Wells Fargo claims it is owed), and it has no employees. As for the final three elements, Wells Fargo asserts that each "are also each met or effectively met here" because, while the Wells Fargo loan is not presently in foreclosure, that is "only because Wells Fargo was negotiating in good faith towards an attempted, consensual out-of-court restructuring with a party that apparently was not," the report says. In its pleadings, the report relates, Wells Fargo also challenges the value that QOC I has assigned to the life insurance policies in court filings. While QOC I has asserted that its assets are worth $160-165 million (i.e., in excess of Wells Fargo's claims), the bank asserts that the policies "have a present market value of not more than $100 million," netDockets notes. Nevertheless, netDockets posts, Wells Fargo asserts in its motion that the case should still be dismissed even if the court were to be convinced that the value of the assets exceeds the value of Wells Fargo's claims. Contemporaneously with the filing of the dismissal motion, the report relates, Wells Fargo filed an objection to QOC I's pending motion to use cash collateral. Its pleadings also reflect that it intends to file a motion for relief from the automatic stay shortly, although that motion had not been filed as of the time of this post, the report adds. About QOC I LLC Boca Raton, Florida-based QOC I LLC owns previously issued life insurance policies purchased in the life settlement market. QOC I filed for Chapter 11 bankruptcy protection on October 1, 2010 (Bankr. S.D. Fla. Case No. 10-40153). Attorneys at Genovese Joblove & Battista, P.A., serve as counsel to the Debtor. The Debtor estimated its assets and debts at $100 million to $500 million as of the Petition Date. QUARRY POND: Creditors to Recover 100% in 15 Years Under New Plan ----------------------------------------------------------------- Bob Shallit, writing for The Sacramento Bee, reports that in 45 to 60 days, a judge is set to rule on Lisa Powers' latest reorganization plan and decide if her nearly 4-year-old Quarry Ponds center can emerge from Chapter 11 bankruptcy protection. According to SacBee, the new reorganization plan calls for paying all creditors back "100 cents on the dollar" -- but over a period of up to 15 years with no interest. Her original plan with the court called for her to pay off just 50% of the project's debts. "I feel good about it," Ms. Powers says, noting that the center has raised its occupancy level to 77% from a low of 52% at the time it filed for reorganization late last year, SacBee says. About Quarry Pond Quarry Pond, LLC -- dba Quarry Ponds Town Center and One Ripe Tomato -- filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 09-33426) on November 3, 2009. Ruth Elin Auerbach, Esq., assists the Company in its restructuring efforts. The Company estimated $10 million to $50 million in assets and debts in its petition. Quarry Ponds averted foreclosure by Bank of New York Mellon, which holds $19.2 million in debt. RADLAX GATEWAY: No-Credit-Bid Auction Denied by Court ----------------------------------------------------- netDockets.com reports that Bankruptcy Judge Bruce Black of the Northern District of Illinois bankruptcy court denied approval of bidding procedures for the sale of substantially all of the assets of RadLAX Gateway Hotel LLC and its affiliates. According to netDockets, Judge Black's order notes that the bidding procedures were substantially identical to the procedures proposed in the bankruptcy cases of River Road Hotel Partners LLC. In River Road, Judge Black said the denial is based upon the River Road Debtors' attempt to preclude their lenders from submitting a credit bid for their assets. The Debtors relied heavily on the Third Circuit Court of Appeals decision in In re Philadelphia Newspapers, LLC (559 F.3d 289 (3rd Cir. 2010)), but Judge Black stated that he "finds Judge Ambro's well-reasoned dissent in Philadelphia Newspapers more persuasive." According to netDockets, Judge Black found that the Debtors could not use Sec. 1129(b)(2)(A)(iii) of the Bankruptcy Code to preclude the lenders from credit bidding. The Court said the Debtors had offered insufficient evidence to demonstrate that cause existed. About RadLAX Gateway Hotel RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles International Airport. Affiliate River Road Hotel Partners, LLC, developed and manage the InterContinental Hotel Chicago O'Hare located in Rosemont, Illinois. Both are ultimately controlled owned by Harp Group. RadLAX and its affiliates filed a separate chapter 11 petition (Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50 million to $100 million. River Road and its affiliates filed Chapter 11 in Chicago on August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029). Based in Oak Brook, Illinois, River Road estimated assets of as much as $100 million and debt of as much as $500 million in its Chapter 11 petition. David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the River Road and RadLAX debtors. The two cases, however, are not jointly administered. RENFRO CORP: S&P Raises Corporate Credit Rating to 'B' ------------------------------------------------------ Standard & Poor's Ratings Services said that it raised its corporate credit rating on Mount Airy, N.C.-based Renfro Corp. to 'B' from 'B-'. The outlook is stable. In addition, S&P raised its issue-level rating on Renfro's senior secured credit facility to 'B' from 'B-' (the same as the corporate credit rating). The recovery rating remains '4', indicating S&P's expectation of average (30%-50%) recovery for debt holders in the event of payment default. The upgrade reflects continued positive operating performance, improved credit metrics and sufficient covenant cushion levels in excess of 30%. With adequate liquidity and a strengthening of credit metrics, including adjusted leverage decreasing to 3.5x as of July 31, 2010 from 4.7x prior year, S&P views the company's aggressive financial risk profile supportive of a 'B' rating. S&P continues to assess the company's business risk profile as vulnerable, given its participation in the highly competitive apparel manufacturing industry, its narrow product focus in a commodity-like product and customer concentration. Renfro designs, manufactures, and markets men's, women's, and children's socks, including the well-known Fruit of the Loom and Polo brands. Fruit of the Loom makes up a significant portion of the company's revenues, and while Renfro does not own the brand, it does have a long-term license to sell Fruit of the Loom socks until 2026. S&P believes the sock manufacturing segment is somewhat fragmented, with other major sock market participants such as Gildan, Hanes, and Gold Toe. RICHARD HVIZDAK: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Richard C. Hvizdak 202 LaGrande Drive Cranberry Township, PA 16066 Bankruptcy Case No.: 10-26949 Chapter 11 Petition Date: September 30, 2010 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Robert O. Lampl, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rol@lampllaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Debtors's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/pawb10-26949.pdf RIVER ROAD: No-Credit-Bid Auction Denied by Court ------------------------------------------------- netDockets.com reports that Bankruptcy Judge Bruce Black of the Northern District of Illinois bankruptcy court denied a bidding procedures motion filed by River Road Hotel Partners, LLC and its affiliates. netDockets says the denial is based upon the Debtors' attempt to preclude their lenders from submitting a credit bid for their assets. The Debtors relied heavily on the Third Circuit Court of Appeals decision in In re Philadelphia Newspapers, LLC (559 F.3d 289 (3rd Cir. 2010)), but Judge Black stated that he "finds Judge Ambro's well-reasoned dissent in Philadelphia Newspapers more persuasive." According to netDockets, Judge Black found that the Debtors could not use Sec. 1129(b)(2)(A)(iii) of the Bankruptcy Code to preclude the lenders from credit bidding. The Court said the Debtors had offered insufficient evidence to demonstrate that cause existed. About River Road Hotel Partners River Road Hotel Partners, LLC, developed and manage the InterContinental Hotel Chicago O'Hare located in Rosemont, Illinois. Affiliate RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles International Airport. Both are ultimately controlled owned by Harp Group. River Road and its affiliates filed Chapter 11 in Chicago on August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029). Based in Oak Brook, Illinois, River Road estimated assets of as much as $100 million and debt of as much as $500 million in its Chapter 11 petition. RadLAX and its affiliates filed a separate chapter 11 petition (Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50 million to $100 million. David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the River Road and RadLAX debtors. The two cases, however, are not jointly administered. ROB WHITTLE: Lender Acquires Property for Over $25 Million ---------------------------------------------------------- J.J. Smith at The Rockwall News reports that The Harbor on Lake Ray Hubbard has new owners after a federal bankruptcy judge allowed Credit Union Liquidity Services -- a wholly owned subsidiary of Texans Credit Union -- to foreclose on the property which was developed and primarily owned by Heath residents Rob and Sara Whittle. Rockwall News says Credit Union Liquidity Services bid just over $25 million at the foreclosure auction to purchase the land and six buildings which make up the dining and entertainment district. Rockwall News relates the new owner is expected to hire a professional management company immediately to operate the property. According to Rockwall News, Rob Whittle said he is disappointed but business will continue as usual. Mr. Whittle also explained that they still own the Phase 2 land and about 90% of the parking lots. They also still own the Hilton Bella Harbor Hotel and the land beneath it. The report says the foreclosure was allowed by U.S. Bankruptcy Court for the Northern District Judge Staci G.C. Jernigan. Attorney Ryan Manns, Esq., at Fulbright & Jaworski in Dallas, represented Credit Union Liquidity Services. He declined to comment. Mariah Bay sought Chapter 11 protection (Bankr. N.D. Texas Case No. 10-31171) in Dallas, on Feb. 19, 2010. Joyce W. Lindauer, in Dallas, serves as counsel to the Debtor. At the time of the filing Mr. Whittle listed assets valued at $42.9 million -- primarily in Phase I of The Harbor. About $29 million in liabilities were listed, including the $28 million mortgage. ROBERT JONES: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Robert Randal Jones aka Randy Jones 239 Pine Grove Road Cornelia, GA 30531 Bankruptcy Case No.: 10-24497 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Harmon T. Smith, Jr., Esq. LAW OFFICE OF HARMON T. SMITH, JR. 380 Green Street, NE P.O. Box 1276 Gainesville, GA 30503 Tel: (770) 536-1313 E-mail: htsmith@bellsouth.net Scheduled Assets: $1,607,000 Scheduled Debts: $2,081,700 A list of the Debtor's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-24497.pdf ROCK US: Proposed Sale Deals May Chill Bidding, Says U.S. Trustee ----------------------------------------------------------------- A federal watchdog says proposed deals to purchase two commercial buildings from Rock US Holdings Inc. for nearly $170 million, plus the assumption of liabilities, contain a provision that could "chill" competitive offers, Dow Jones' DBR Small Cap reports. Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection on September 15, 2010 (Bankr. D. Del. Case No. 10-12892). Affiliates Rock US Investments LLC (Bankr. D. Del. Case No. 10- 12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D. Del. Case No. 10-12894), and Rock New York (183 Madison Avenue) LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11 petitions. Rock US Holdings estimated assets at up to $50,000 debts at $100 million to $500 million as of the Petition Date. Rock US Investments estimated its assets at up to $50,000 and debts at $100 million to $500 million; Rock New York (100-104) estimated its assets at $100 million to $500 million and debts at $100 million to $500 million; and Rock New York (183 Madison) estimated its assets at $100 million to $500 million and debts at $100 million to $500 million as of the Petition Date. Jamie Lynne Edmonson, Esq., Neil B. Glassman, Esq., at Bayard PA, are the Debtors' general bankruptcy counsel. Hogan Lovells US LLP is the Debtors' special corporate and Litigation counsel. Jones Day is the Debtors' special real estate counsel. ROCK US: Trustee Says 'Match' Right Chills Bidding -------------------------------------------------- Bankruptcy Law360 reports that the bankruptcy trustee for Rock US Holdings Inc. has said a match right embedded in a $93.5 million purchase agreement for two Manhattan skyscrapers will "have the effect of chilling bids" for the properties and prevent other buyers from coming forward. About Rock US Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection on September 15, 2010 (Bankr. D. Del. Case No. 10-12892). Affiliates Rock US Investments LLC (Bankr. D. Del. Case No. 10- 12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D. Del. Case No. 10-12894), and Rock New York (183 Madison Avenue) LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11 petitions. Rock US Holdings estimated assets at up to $50,000 debts at $100 million to $500 million as of the Petition Date. Rock US Investments estimated its assets at up to $50,000 and debts at $100 million to $500 million; Rock New York (100-104) estimated its assets at $100 million to $500 million and debts at $100 million to $500 million; and Rock New York (183 Madison) estimated its assets at $100 million to $500 million and debts at $100 million to $500 million as of the Petition Date. Jamie Lynne Edmonson, Esq., Neil B. Glassman, Esq., at Bayard PA, are the Debtors' general bankruptcy counsel. Hogan Lovells US LLP is the Debtors' special corporate and Litigation counsel. Jones Day is the Debtors' special real estate counsel. SALLY BEAUTY: Beauty Systems Group Acquires Aerial Company ---------------------------------------------------------- Sally Beauty Holdings Inc. subsidiary Beauty Systems Group LLC has acquired Aerial Company, Inc.. The addition of Aerial will extend BSG's distribution reach and breadth of professional beauty product offerings in the Midwest region of the U.S. "Aerial is a leading distributor in the professional beauty products industry," said Gary Winterhalter, CEO of Sally Beauty Holdings. "The addition of Aerial will compliment BSG's portfolio and expand its geographic footprint in the Midwest, directly supporting our objective to grow Sally Beauty Holdings over the long-term." "This acquisition is consistent with our strategy to extend our reach in U.S. geographies where we do not already have a strong presence," said John Golliher, president of BSG. "We believe the addition of Aerial will strengthen our position in this important region of the U.S. and create additional value for our customers, suppliers, and our stockholders." Ryan Hmielewski, President of Aerial Company, Inc., stated, "We are pleased to join the BSG team to achieve our goal of becoming the professional beauty industry's best full-service distributor. I look forward to the new opportunities of the combined companies." Sally Beauty Holdings paid $70 million, net of the present value of the future incremental tax benefit expected to be realized by the Company from the transaction. The acquisition is expected to be slightly accretive, post integration costs, to Sally Beauty Holdings' earnings per share in fiscal year 2011. Cost synergies are expected to be realized upon full integration of Aerial, and the Company projects further accretion to Sally Beauty Holdings' earnings per share in fiscal year 2012. About Sally Beauty Holdings Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH) -- http://www.sallybeautyholdings.com/-- is an international specialty retailer and distributor of professional beauty supplies. Through the Sally Beauty Supply and Beauty Systems Group businesses, the company sells and distributes through over 3,500 stores, including approximately 200 franchised units, throughout the United States, the United Kingdom, Canada, Puerto Rico, Mexico, Japan, Ireland, Spain and Germany. Beauty Systems Group stores, branded as CosmoProf or Armstrong McCall stores, along with its outside sales consultants, sell up to 9,800 professionally branded products including Paul Mitchell, Wella, Sebastian, Goldwell, and TIGI which are targeted exclusively for professional and salon use and resale to their customers. The Company's balance sheet at June 30, 2010, showed $1.51 billion in total assets, $2.04 billion in total liabilities, and a stockholders' deficit of $525.50 million. SAREENA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Sareena Hospitality, LLC 5300 S. Cobb Drive Smyrna, GA 30080 Tel: (404) 681-3450 Bankruptcy Case No.: 10-89933 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: John A. Christy, Esq. SCHREEDER, WHEELER & FLINT, LLP 1100 Peachtree Street, Suite 800 Atlanta, GA 30309-4516 Tel: (404) 681-3450 Fax: (404) 681 1046 E-mail: jchristy@swfllp.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-89933.pdf The petition was signed by Shehzad J. Lutfeali, member. SAVANNAH OUTLET: Files for Chapter 11 in Hometown ------------------------------------------------- Savannah Outlet Shoppes LLC filed for Chapter 11 protection (Bankr. S.D. Ga. Case No. 10-42135) on October 4 in its hometown in Savannah, Georgia. Savannah Outlet is the owner of the Savannah Festival Outlet Center. The center, with more than 20 stores, is located on Gateway Boulevard, just off exit 94 on Interstate 95. The Debtor estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. The center owes $10.1 million on the first mortgage and $600,000 on a second-lien debt. SEDONA DEVELOPMENT: Wants Add'l. 30 Days to File Chapter 11 Plan ---------------------------------------------------------------- Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC, ask the U.S. Bankruptcy Court for the District of Arizona to extend by 30 days the period in which the Debtors have the exclusive right to file a plan of reorganization, and preserving the 60-day period thereafter in which the Debtors may solicit acceptance of their plan. The Debtors need additional time to complete the proposed plan which they hope will satisfy their key creditors and the requirements of the Bankruptcy Code. The Debtors are represented by: John J. Hebert, Esq. Philip R. Rudd, Esq. Wesley D. Ray, Esq. POLSINELLI SHUGHART PC One E. Washington, Suite 1200 Phoenix, AZ 8504 Tel: (602) 650-2000 Fax: (602) 264-7033 E-mail: PhoenixBankruptcyECF@polsinelli.com jhebert@polsinelli.com prudd@polsinelli.com wray@polsinelli.com About Sedona Development Partners Sedona Development Partners owns an 18-hole golf course and related properties, including luxury villas, a practice park, range house, tennis courts and related facilities in Sedona, Arizona, known generally as Seven Canyons. The Club at Seven Canyons, LLC, operates the golf course and related facilities for SDP. SDP is the manager and sole member of the Club. Sedona Development Partners filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). The Club At Seven Canyons filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 10-16714). Polsinelli Shughart PC assists the Debtors in their restructuring efforts. Lender Specialty Trust is represented by Joseph E. Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A. Sedona disclosed $29,171,168 in assets and $121,679,994 in liabilities. SEWARD LODGING: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Seward Lodging Builders, Inc. dba Seward Super 8 1329 Progressive Road Seward, NE 68434 Bankruptcy Case No.: 10-43009 Chapter 11 Petition Date: October 1, 2010 Court: U.S. Bankruptcy Court District of Nebraska (Lincoln Office) Judge: Thomas L. Saladino Debtor's Counsel: Robert V. Ginn, Esq. HUSCH BLACKWELL SANDERS 1620 Dodge Street, Suite 2100 Omaha, NE 68102 Tel: (402) 964-5000 Fax: (402) 964-5050 E-mail: rvgbknotice@huschblackwell.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/neb10-43009.pdf The petition was signed by David D. Graf, president. SL GREEN: Fitch Assigns 'BB+' Rating on $300 Mil. Senior Notes -------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the $300 million aggregate principal amount of 3% exchangeable senior notes due 2017 issued by SL Green Operating Partnership, a subsidiary of SL Green Realty Corp. The transaction is expected to close Oct. 12, 2010, subject to customary closing conditions. Net proceeds from the offering of the notes are expected to be approximately $292.5 million. The proceeds are expected to be used for investment opportunities and repayment of the outstanding indebtedness of SLG's subsidiaries, with any additional proceeds to be used for general corporate purposes. SL Green Realty Corp's 'BB+' Issuer Default Rating is based on its solid liquidity position, consistent portfolio performance of office assets and the strength of SLG's management team, as it maintained solid occupancy and liquidity throughout the downturn. The ratings also reflect the company's consistent leverage, measured as net debt to recurring operating EBITDA, and fixed- charge coverage ratio (defined as recurring operating EBITDA less capital expenditures and straight-line rents, divided by interest incurred and preferred stock distributions). Balancing these strengths are SLG's potential future capital requirements, including debt repayment and investment capital, which could cause potential challenges in the event that capital markets access becomes more difficult. These challenges could include the inability to refinance maturing mortgages at face value. Additional concerns include relatively weak office property fundamentals in SLG's markets, which may negatively impact the earnings power of the company's portfolio, as well as the geographic concentration of SLG's portfolio of office properties in Metro New York City and SLG's exposure to financial services tenants. SL Green is a self-administered and self-managed real estate investment trust that predominantly acquires, owns, repositions and manages Manhattan and suburban office properties. On a consolidated basis as of June 30, 2010, the Company owned interests in 30 New York City office properties totaling approximately 22,012,215 square feet and 31 suburban assets totaling 6,804,700 square feet. SL Green also held investment interests in eight retail properties, three development properties, and two land interests. SL Green had $10.4 billion in total book assets and $4.7 billion in total shareholders' equity as of June 30, 2010. SOHO 25: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: Soho 25 Retail, LLC 270 Lafayette, Suite 502 New York, NY 10012 Tel: (212) 925-0031 Bankruptcy Case No.: 10-15114 Chapter 11 Petition Date: September 28, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Nancy Lynne Kourland, Esq. ROSEN & ASSOCIATES, P.C. 747 Third Avenue New York, NY 10017 Tel: (212) 223-1100 Fax: (212) 223-1102 E-mail: nkourland@rosenpc.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 largest unsecured creditors together with its petition. The petition was signed by Christopher H. Martorella, sole member/Metropolitan Housing Partners, LLC. SONOMA VINEYARD: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Sonoma Vineyard Estates LLC, filed with the U.S. Bankruptcy Court for the Northern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,000,000 B. Personal Property $38 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,998,010 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $10,000,038 $6,998,010 Napa, California-based Sonoma Vineyard Estates LLC filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D. Calif. Case No. 10-13447). Michael C. Fallon, Esq., at the Law Offices of Michael C. Fallon, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. ST. STEPHEN'S: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: St. Stephen's Church in God in Christ of San Diego, California 5825 Imperial Avenue San Diego, CA 92114 Bankruptcy Case No.: 10-17785 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Paul J. Leeds, Esq. HIGGS, FLETCHER, MACK LLP 401 West A Street, Suite 2600 San Diego, CA 92101-7910 Tel: (619) 236-1551 Fax: (619) 696-1410 E-mail: leedsp@higgslaw.com Scheduled Assets: $2,501,461 Scheduled Debts: $2,391,161 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb10-17785.pdf The petition was signed by George A. McKinney, executive pastor. STANLEY NEWQUIST, III: Case Summary & Creditors List ---------------------------------------------------- Debtor: Stanley Arthur Newquist, III dba Little Pink Houses 5 Hill Street Annapolis, MD 21401 Tel: (443) 223-8837 Bankruptcy Case No.: 10-32799 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: John C. Gordon, Esq. 532 Baltimore & Annapolis Boulevard Severna Park, MD 21146 Tel: (410) 340-0808 Fax: (410) 544-1244 E-mail: johngordononline@yahoo.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-32799.pdf STARFIRE SYSTEMS: Two Suitors to Challenge Palladium ---------------------------------------------------- Larry Rulison, business writer for The Times Union, reports that Starfire Systems Inc. Chief Executive Officer Andrew Skinner said Monday there are three buyers vying for the company as it seeks to exit Chapter 11 bankruptcy protection. "At this point, they're all good deals for Starfire," Mr. Skinner said. The report notes that as Starfire has sought to emerge from bankruptcy, one solution was for its major investor, Palladium Equity Partners of New York City, to become a majority owner in the company. Mr. Skinner said the other suitors include Pillar Capital Holdings and a Starfire customer named Greene Tweed. The report says an appraisal that Palladium filed with the bankruptcy court values Starfire at roughly $2 million as of September 15. Based in Schenectady, New York, Starfire Systems Inc., makes specialty polymers, ceramic compounds, coatings and adhesives. The company filed for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 09-12989) on August 13, 2009. Richard L. Weisz, Esq., at Hodgson Russ LLP, represents the Debtor in its restructuring efforts. In its petition, the Debtor has $2,699,546 in total assets and $3,597,277 in total debts. STEPHEN ADAMS: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Stephen Clifford Adams Judy Broyles Adams 10625 Montclair Way Duluth, GA 30097 Bankruptcy Case No.: 10-89438 Chapter 11 Petition Date: October 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtors' Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Fax: (770) 984-0044 E-mail: pmarr@mindspring.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-89438.pdf SUPERIOR ACQUISITIONS: Sec. 341(a) Meeting Scheduled for Oct. 22 ---------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Superior Acquistions, Inc.'s creditors on October 22, 2010, at 1:30 p.m. The meeting will be held at the Office of the U.S. Trustee, 777 Sonoma Avenue #116, Santa Rosa, CA 95404. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Lakeport, California-based Superior Acquistions, Inc., filed for Chapter 11 bankruptcy protection on September 28, 2010 (Bankr. N.D. Calif. Case No. 10-13730). Michael C. Fallon, Esq., at the Law Offices of Michael C. Fallon, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. TANGLEWOOD FARMS: Perdue Buys Grain Elevation Property ------------------------------------------------------ Bob Montgomery at The Daily Advance reports that Maryland-based Perdue Inc. acquired certain assets of Tanglewood Farms Inc. The sale was completed on Sept. 20, 2010. The report notes that Perdue bought only the grain elevator portion of the Property. The deal includes about 10 acres but it does not include other farm property or operations. The deal also doesn't include any of the commercial property owned by the Tanglewood development at U.S. 17 Bypass and Halstead Boulevard Extended. Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc. of Elizabeth City, filed for Chapter 11 bankruptcy protection on Aug. 20, 2010 (Bankr. E.D. N.C. Case No.10-06719). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the Debtor. The Debtor estimated assets of between $1 million and $10 million, and debts of between $10 million and $50 million. THINKFILM LLC: Declared, Together With Capital Films, as Insolvent ------------------------------------------------------------------ Brent Lang, writing for The Wrap News, reports that Judge Barry Russell has formally declared David Bergstein's ThinkFilm and Capitol Films Development bankrupt. Mr. Lang relates the decision followed a three-hour hearing Tuesday afternoon and had been expected after Mr. Bergstein's lawyers missed a key deadline last week to oppose a motion for a summary judgment in the Chapter 11 hearing. According to TheWrap, Mr. Bergstein said the ruling was not a setback and maintained that he had never disputed that the two companies in question were insolvent. Mr. Bergstein said that Capitol Films was a small subsidiary company with little activity, and that he had already put it into administration in the United Kingdom. "All we have been focused on from the beginning is to keep the parent companies, R2D2 and CT1, out of bankruptcy. They are not insolvent and the judge indicated today that will go to trial next year," Mr. Bergstein told TheWrap via email. TheWrap reports that Judge Russell also has denied an earlier motion by Mr. Bergstein to force Aramid Entertainment Funds to put up a $25 million bond to demonstrate it has sufficient assets to pay costs if it loses its case. Aramid is attempting to recover roughly $16 million from Mr. Bergstein and his business partner Ronald Tutor, who recently agreed to purchase Miramax from Disney in a complex deal that Mr. Bergstein helped broker. Mr. Bergstein had claimed that Aramid is an offshore company that is using the case to mask its own financial problems. TheWrap notes Aramid's David Molner was subsequently sued by investors in his film funds for $50 million last September. Mr. Molner told TheWrap and other media outlets that those claims were baseless and were designed to embarrass him. TheWrap notes Mr. Molner and the other creditors are hoping to give court appointed trustee Ronald Durkin the authority to control Bergstein's companies' assets. Judge Russell has previously reprimanded Mr. Bergstein and Tutor for "stonewalling" Durkin's investigations. The trial resumes on November 10, TheWrap says. About Thinkfilm, et al. CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10- 19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. TIGER TRUCK: Files for Bankruptcy, to Close Poteau Plant -------------------------------------------------------- The Poteau City leadership is ready to move forward and work with any business interested in the former Tiger Truck manufacturing facility. Tiger Truck filed for bankruptcy and is shutting down its Poteau facility. Mayor Jeff Shockley said, "We are sincerely sorry to have our friends at Tiger Truck leave our community. We all worked diligently to establish Tiger in Poteau and certainly many in our community benefited from their presence. However, we now move forward and stand ready to assist another tenant in that most desirable space." Tiger's location at Poteau Industrial Park is ideally positioned to connect either East or West via Interstate Highway 40. The building has 163,000 square feet of heated and air-conditioned space plus a state of the art large eco powder coat system. At the height of its operation in Poteau the small utility off road truck manufacturer employed 90 people. The main facility was built in 1980s but added 50,000 square feet in 2007. Tiger's CEO Mike Ward said, "The City of Poteau and Mayor Shockley were wonderful to work with from the very beginning and throughout our stay. They made it easy to establish in this lovely Southeastern town and have been supportive during our three years here." The City of Poteau has a current population of 8,300 and is located about 40 minutes from Fort Smith, Arkansas with an international airport. It's strategic position next to Texas and Arkansas is a large advantage to any business and it offers tremendous educational, recreational and living opportunities. TONI BRAXTON: Files for Chapter 7 in Los Angeles ------------------------------------------------ Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Toni Braxton has filed for Chapter 7 bankruptcy protection in Los Angeles, California, on September 30. DBR relates that Ms. Braxton, in her Chapter 7 petition, estimated $1 million to $10 million in assets and $10 million to $50 million in debts. Fox 10 News reports that Ms. Braxton also filed for bankruptcy back in 1998 and saw the IRS file a lien against her for $396,000 earlier this year. According to DBR, Ms. Braxton's creditors include the Flamingo Las Vegas hotel and casino, the Four Seasons Hotel in Washington, D.C., Neiman Marcus, the Screen Actors Guild, RCA Music Group and various other entertainment-related companies. Ms. Braxton, 43, is an American R&B singer. TOOLS-4-HIRE: Wells Fargo Entitled to Adequate Protection Payments ------------------------------------------------------------------ Tools-4-Hire, Inc., seeks to recover two things: (i) payments totaling $256,580.71 that it made to Wells Fargo Construction, a division of Wells Fargo Equipment Finance, Inc., during its chapter 11 case and prior to confirmation of its chapter 11 plan as "adequate protection" payments; and (ii) an additional $87,130.00 that Wells Fargo received upon liquidation of collateral that, by the terms of its confirmed plan, Tools was required to and did turnover to Wells Fargo. Tools argues that it is entitled to return of the adequate protection payments because Wells Fargo's collateral suffered no diminution in value during the case; and Tools further argues that it is entitled to return of both amounts because these sums together represent the amount by which the total proceeds of Wells Fargo's collateral exceed the value of Wells Fargo's collateral at the commencement of this case. In response, Wells Fargo argues (among other things) that these claims are precluded by the confirmed plan. On the basis of res judicata, the Hon. Frank J. Bailey holds that Tools' claims are precluded by the order confirming the plan of reorganization, which of necessity determined what Wells Fargo was entitled to receive for the value of its secured claim as of the date of confirmation. A copy of the Court's memorandum of decision is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20101005536 The adversary case is Tools-4-Hire, Inc., v. Wells Fargo Construction, a Division of Wells Fargo Equipment Finance, Inc., Adv. Proc. No. 07-1455 (Bankr. D. Mass.) Tools-4-Hire, Inc., and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 06-14004) on November 1, 2006. Prior to its bankruptcy filing, Tools was in the business of leasing construction machinery and equipment to its contractor and subcontractor customers. On September 25, 2007, the Court confirmed Tools' First Modified Second Amended Plan of Reorganization. Upon entry of the Confirmation Order, The Plan became effective October 9, 2007. TOUSA INC: Directors Lose Motion to Dismiss Creditor Suit --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge John K. Olson wrote a 25-page opinion denying a request by Tousa Inc. directors to dismiss a lawsuit filed against them by the official creditors' committee for breach of duty to the company. According to Mr. Rochelle, the Committee's suit relied largely on the same facts that led Judge Olson in October 2009 to rule that bailing out an affiliate six months before Chapter 11 resulted in fraudulent transfers that could be recovered from secured lenders. The directors argued that Delaware law gave them no fiduciary duties to creditors of subsidiaries. Since the suit was brought on behalf of the subsidiaries or their creditors, the directors contended they had no liability. Judge Olson, Mr. Rochelle relates, disagreed with the premise of the directors' motion to dismiss the complaint. He said there is "no basis in law for the proposition that the directors of an insolvent subsidiary can permit it to be plundered for the parent's benefit." He said that "Delaware law expressly rejects the notion that directors of a corporation owe no fiduciary duties" to an affiliate they control. The case is Official Committee of Unsecured Creditors of TOUSA, Inc., et al., v. Technical Olympic, S.A., et al., Adv. Proc. No. 09-1616 (Bankr. S.D. Fla.). A copy of the Court's order is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20101004400 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 estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. TRADITIONAL JUDAISM: Seeks Court Permission to Cut Tree ------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that the Union for Traditional Judaism is requesting the bankruptcy court's permission to let it cut down a tree on its property. The "centuries-old, non-landmarked oak" tree's presence has become a lightning rod in the community and has railroaded a sale of the property on which the tree sits. DBR notes UTJ has been trying to sell its Teaneck, New Jersey, real estate for several months now after determining the property, on which the 200- to 300-year-old tree sits, was no longer vital to its operations. In August, UTJ won court approval to sell the property to 333 Realty LLC for $1.45 million. But the deal fell apart the next month in light of the drama surrounding the tree. DBR relates community members have fought for the tree's preservation -- one of the reasons UTJ said its sale to 333 Realty fell apart. DBR notes 333 Realty has thrown its hat back in the ring, reducing its bid to $1.2 million. UTJ said the sale is a crucial step in UTJ's restructuring and an important source of its creditors' recoveries. About Union for Traditional Judaism Union for Traditional Judaism, a not-for-profit organization that trains and places rabbis, along with the Institute of Traditional Judaism Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 10-22958) on May 14 in White Plains, New York. The petition says assets and debt are both more than $1 million. TRONOX INC: Equity Committee Drops Plan; Mgt. Plan Goes Forward --------------------------------------------------------------- Pillsbury Winthrop Shaw Pittman LLP, on behalf of the Official Committee of Equity Security Holders of Tronox Inc. withdrew, without prejudice, the plan of reorganization and accompanying disclosure statement filed September 2, 2010. Pillsbury Winthrop also withdrew, without prejudice, the Equity Committee's motions for approval of their Disclosure Statement and to establish a record date for voting on the Competing Plan and approve solicitation and tabulation procedures for the Competing Plan. Meanwhile, Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York amended his order approving the disclosure statement explaining the plan of reorganization filed by Tronox Inc. and its debtor affiliates. The Amended Order, dated September 30, 2010, sets these dates for the remaining process towards the confirmation of the Debtors' Plan: Oct. 5, 2010 -- Distribution of Solicitation Packages Oct. 15, 2010 -- Deadline for parties to file motions for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure temporarily allowing the claim for voting purposes Nov. 5, 2010 -- Deadline to return Ballots Nov. 5, 2010 -- Deadline to file objections to Plan Nov. 17, 2010 -- Plan confirmation hearing The Amended Order provides that Anadarko Petroleum Corporation, Kerr-McGee Corporation and each of their respective affiliates will not be bound by the terms of this Solicitation Procedures Order. As announced at the Disclosure Statement Hearing, with respect to Anadarko, the matters set forth in the Solicitation Procedures Motion will be addressed pursuant to a separate agreed order or in accordance with a further order of the Bankruptcy Court. Anadarko reserves all of its rights with respect to the matters addressed in the Solicitation Procedures Motion and the Solicitation Procedures Order, and nothing contained herein will prejudice those rights, the Court said. A full-text copy of the Amended Disclosure Statement Order is available for free at http://bankrupt.com/misc/TrnxDSOrd.pdf After Judge Gropper entered the Amended Order, the Debtors submitted final solicitation versions of the Plan and Disclosure Statement, which reflect all the changes they previously made in past versions of the Plan and Disclosure Statement. Full-text copies of the Final Solicitation Versions of the Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/TrnxFinalPln&DS.pdf About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. TRONOX INC: Removal Period Extended Until March 31 -------------------------------------------------- The U.S. Bankruptcy Court has extended the time by which Tronox Inc. and its units may file notices of removal of actions to and including the earlier to occur of: (a) March 31, 2011; (b) the effective date of a Chapter 11 plan of reorganization; (c) the day that is 30 days after entry of an order terminating the automatic stay with respect to a particular Action sought to be removed; or (d) with respect to Postpetition Actions, the time periods set forth in Rule 9027(a)(3) of the Federal Rules of Bankruptcy Procedure. The Order is without prejudice to the Debtors' right to seek further extensions and without prejudice to any position the Debtors may take regarding whether Section 362 of the Bankruptcy Code applies to stay any Action. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. TRONOX INC: Wins Nod to Ink Goldman Replacement Facility -------------------------------------------------------- Tronox Inc. and its units sought and obtained the U.S. Bankruptcy Court for authority to enter into a certain facility syndication engagement letter dated as of September 27, 2010, with Goldman Sachs Lending Partners LLC. The Debtors also seek the Court's authority to pay GS Lending Partners certain arrangement, syndication and agency fees, and certain transaction expenses, in connection with the syndication agreement. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors seek to enter into the Agreement to permit GS Lending Partners to syndicate a replacement debtor-in- possession and exit financing facility, that will (a) refinance all outstanding indebtedness under the Debtors' existing $425,000,000 DIP and Exit Financing Facility on improved terms and (b) provide the Debtors with the option to increase its exit financing as contemplated by its proposed Chapter 11 Plan of Reorganization. As previously reported, the Existing Facility was initially approved in December 2009 when the Debtors entered into the original plan support and equity commitment agreements that established a framework for settling the Debtors' legacy environmental and other liabilities through a combination of debt and equity financing. Mr. Cieri notes that at that time, the Existing Facility provided the Debtors with committed exit financing expected to be sufficient to meet the Debtors' settlement obligations under the December 2009 proposal. On September 17, 2010, however, the Court approved the Debtors' entry into the current plan support and equity commitment agreements, which set forth the terms of the Debtors' amended Plan and provide for significant incremental cash payments to be made to the Debtors' legacy environmental and tort creditors. "To fund these cash payments, the Plan requires that Tronox increase its debt financing by approximately $90 million," Mr. Cieri tells the Court. To access the additional financing necessary to support its Plan, and to take advantage of improved market conditions that could result in significant savings to the Chapter 11 estates, the Debtors seek to engage GS Lending Partners to provide certain services in connection with syndicating the New Facility. Pursuant to the Engagement Letter, GS Lending Partners will act as sole lead arranger, sole bookrunner, sole syndication agent and administrative agent for the syndicate of lenders under the New Facility, in exchange for which the Debtors have agreed to pay these fees and expenses: * a $10,625,000 arrangement and syndication fee payable at the closing of the New Facility; * an annual agency fee equal to $250,000, payable in the first instance in advance of the closing date of the New Facility and then on each anniversary thereof for so long as any loans under the New Facility are outstanding or any lenders that will participate in the New Facility has a commitment outstanding under the New Facility; and * any documented, actual and reasonable expenses, including the reasonable documented fees, expenses and disbursements of the attorneys and advisors to GS Lending Partners, plus any sales, uses or similar taxes arising in connection with any matter enumerated in the Engagement Letter. A full-text copy of the Engagement Letter is available for free at http://bankrupt.com/misc/TrnxGSLttr.pdf * * * The Bankruptcy Court has authorized the Debtors to pay Goldman Sachs pursuant to the engagement letter (a) an arrangement and syndication fee of $10,625,000; (b) an annual agency fee of $250,000; (c) any reasonable costs and expenses of GS Lending Partners, including the reasonable fees of GS Lending Partners' counsel and advisors; and (d) if applicable, an alternate transaction fee. The Debtors are also authorized to indemnify GS Lending Partners and any other applicable indemnified party in accordance with the terms of the Engagement Letter. The professional advisors for GS Lending Partners will continue to comply with the final order approving the Existing Facility regarding the submission of invoices for fees and expenses incurred by those advisors, including any fees and expenses reimbursable under the terms of the Engagement Letter. The Debtors' obligations under the Engagement Letter to pay the fees and reimburse the costs and expenses and to provide indemnification, in each case will be allowable as administrative expenses. Latham Watkins Represents Goldman Sachs Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Latham & Watkins LLP discloses that it represents these parties in the Debtors' Chapter 11 cases: (a) Goldman Sachs Lending Partners LLC 1 New York Plaza New York, New York 10004 Facsimile: 212-902-3000 Attention: Blake Longstaff (b) The Metropolitan Water District Of Southern California 700 North Alameda Street Los Angeles, CA 90012-2944 Attention: Marcia L. Scully, Assistant General Counsel Goldman Sachs is the Administrative Agent, Collateral Agent, Syndication Agent, Sole Lead Arranger and Sole Bookrunner for that certain Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement, among the Debtors, Goldman Sachs and the various lenders party thereto. Pursuant to the Replacement DIP Agreement, and the Court's orders approving the Replacement DIP Agreement, Goldman, holds various claims, including secured and priority claims, against the Debtors. Metropolitan timely filed proofs of claim against the Debtors in unliquidated amounts. MWD's claims arise from the Debtor's obligations relating to remediation of environmental contamination at various sites, including the site located in Henderson, Nevada. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. TROPICANA ENT: Fee Auditor Gives Recommendations on Applications ---------------------------------------------------------------- Warren H. Smith & Associates, P.C., the fee auditor appointed in the Tropicana Entertainment's Chapter 11 cases, delivered to the U.S. Bankruptcy Court for the District of Delaware its final reports on the sixth, seventh, eighth interim and final fee applications of certain professionals in these bankruptcy cases. Pursuant to the findings in its report, the Fee Auditor recommends the approval of these fees and expenses: Requested Recommended --------------------- --------------------- Professional Fees Expenses Fees Expenses ------------ ----------- -------- ----------- --------- AlixPartners LLP Debtors' restructuring advisors Period Covered: 07/01/09-09/30/09 $43,598 $153 $43,598 $153 10/01/09-12/31/09 $11,091 $5 $11,091 $5 01/01/10-03/08/10 $27,286 $102 $27,286 $102 05/05/08-03/08/10 $10,683,505 $805,503 $81,976 $262 Ernst & Young LLP Debtors' auditor & accounting advisor Period Covered: 07/01/09-09/30/09 $591,232 $6,296 $590,999 $6,296 10/01/09-12/31/09 $794,621 $8,270 $794,621 $8,270 01/01/10-03/07/10 $568,650 $4,043 $568,650 $4,043 05/05/08-03/07/10 $4,918,821 $84,240 $1,954,271 $18,608 Ernst & Young LLP Debtors' tax advisor Period Covered: 07/01/09-09/30/09 $642,116 $3,106 $642,116 $3,050 10/01/09-12/31/09 $302,434 $910 $302,434 $910 01/01/10-03/07/10 $331,747 $2,450 $331,747 $2,450 05/05/08-03/07/10 $3,773,376 $26,284 $1,275,865 $6,410 Kirkland & Ellis LLP Debtors' counsel Period Covered: 07/01/09-09/30/09 $1,228,483 $31,285 $1,225,546 $29,471 10/01/09-12/31/09 $844,770 $15,100 $841,117 $14,843 01/01/10-03/07/10 $1,079,741 $48,961 $1,079,741 $48,486 05/05/08-03/07/10 $19,084,684 $947,813 $3,146,404 $92,801 Lazard Freres & Co. Debtors' financial advisor Period Covered: 05/05/08-04/30/09 $13,330,645 $311,937 - $31,436 Stroock & Stroock & Lavan LLP Committee's counsel Period Covered: 07/01/09-09/31/09 $79,186 $2,862 $79,186 $2,862 10/01/09-10/31/09 $9,299 $92 $9,240 $92 11/01/09-03/07/10 $23,312 $598 $23,312 $598 05/14/08-03/07/10 $5,831,006 $330,494 $111,738 $3,554 The Fee Auditor notes that AlixPartners' final application include fees, totaling $10,594,488, and expenses, totaling $817,793, incurred through June 30, 2009, for which the firm has already sought final Court approval and for which the Fee Auditor has already filed a recommendation with the Court. The current Fee Auditor report will address only those fees amounting to $81,976 and expenses of $262 requested by AlixPartners for the period from July 1, 2009 through March 8, 2010. The Fee Auditor notes that Lazard's final application includes fees, totaling $13,330,645, and expenses, totaling $286,369, incurred through June 30, 2009, for which the firm has already sought final approval and for which the Fee Auditor has filed a final report with the Court. The current Fee Auditor report will address only those expenses, amounting to $32,124, which have not been requested in any previous applications. The Fee Auditor notes that Stroock's final application includes fees, totaling $5,719,208, and expenses, totaling $326,940, incurred through June 30, 2009, for which the firm has already sought approval and for which the Fee Auditor has filed a final report with the Court. The current Fee Auditor report will address only those fees, amounting to $111,797, and expenses, totaling $3,554, requested for the period from July 1, 2009 through March 7, 2010. The Fee Auditor notes that the final application of Ernst & Young, as tax advisor, includes fees totaling $2,497,511 and expenses totaling $19,817 incurred through June 30, 2009, for which the firm has already sought final approval and for which the Fee Auditor has already filed a final report with the Court. The Auditor report will address only the fees amounting to $1,276,297 and expenses of $6,466 requested for the period from July 1, 2009 through March 7, 2010. The Fee Auditor notes that the final application of Ernst & Young, as auditor, includes fees aggregating $2,964,316 and expenses totaling $65,795 incurred through June 30, 2009, for which the firm has already sought final approval and for which the Fee Auditor has already filed a final report. This report will address only the portion of fees aggregating $1,954,504 and expenses of $18,610 requested by the firm for the period July 1, 2009 through March 7, 2010. The Fee Auditor notes that Kirkland's final application includes fees totaling $15,936,163 and expenses of $876,915 incurred through June 30, 2009, for which the firm has already sought final approval and for which the Fee Auditor has already filed a final report. This report will address only the fees totaling $3,152,994 and expenses of $95,348 requested by the firm for the period July 1, 2009 through March 7, 2010. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). TROPICANA ENT: Wants Order Finding Castilleja Claims Discharged --------------------------------------------------------------- The Reorganized OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana, ask the U.S. Bankruptcy Court for the District of Delaware to determine that any potential wrongful death and personal injury claims asserted against Reorganized OpCo Debtor Columbia Properties Laughlin, LLC, doing business as River Palms Hotel & Casino, by Briana Castilleja and Shirley Gallego in connection with the death of Larissa Castilleja were discharged and enjoined under the First Amended OpCo Plan of Reorganization. The OpCo Plan became effective on March 8, 2010. The OpCo Debtors, including Columbia Properties Laughlin, emerged from Chapter 11 as reorganized businesses. Larissa Castilleja was allegedly hit and killed on September 9, 2009, by a van driven by Gino Gagliardi, an independent contractor of Columbia Properties Laughlin casino. On August 12, 2010, the Claimants made a demand of $10,000,000 upon Columbia Properties Laughlin for settlement of potential claims for personal injuries and wrongful death arising out of the death of Ms. Castilleja. The Demand alleges, among other things, that (i) Mr. Gagliardi is liable for the collision and resulting damages to the Claimants, and that (ii) Columbia Properties Laughlin is liable for the collision and resulting damages to the Claimants on the bases that Mr. Gagliardi was an employee of the Reorganized OpCo Debtor on the day of the accident. Counsel to the Reorganized OpCo Debtors, Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, reminds the Court that the OpCo Plan and the Confirmation Order explicitly provide for the release and discharge of all Claims and Interests that arose before the Effective Date. Moreover, the Claimants have not filed a request for payment of an administrative claim for Columbia Properties Laughlin's alleged liability for wrongful death or personal injury, Mr. Kaufman points out. Thus, the Claimants' alleged claims against Columbia Properties Laughlin, which arose before the Effective Date, were automatically released and discharged, he emphasizes. "The discharge injunction and the confirmation order are 'critical elements' of the debtor's fresh start, and '[i]t is essential that creditors respect these court orders and permit debtors to benefit from the rights and protections to which they are entitled," Mr. Kaufman says. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). TUTOR PERINI: Moody's Assigns 'Ba2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned Tutor Perini Corporation a Ba2 corporate family rating, a Ba2 probability of default rating, a Ba3 rating to its proposed $300 senior unsecured notes, and a SGL- 2 speculative-grade liquidity rating. This is the first time Moody's has assigned ratings to Tutor Perini. Tutor Perini plans to use net proceeds from its debt offering to strengthen its liquidity profile, finance future acquisitions and to repurchase a portion of its outstanding common stock. The ratings outlook is stable. Assignments: Issuer: Tutor Perini Corp. * Corporate Family Rating, Assigned Ba2 * Probability of Default Rating, Assigned Ba2 * Senior Unsecured Regular Bond/Debenture, Assigned at Ba3, LGD4, 67% * Speculative Grade Liquidity Rating, Assigned SGL-2 Ratings Rationale Tutor Perini's Ba2 corporate family rating is supported by the company's significant scale and market positions in a number of non-residential building and civil infrastructure construction segments across the U.S., as well as its position as the largest contractor on the island of Guam, principally providing services to the U.S. military and government agencies. The rating also benefits from near term revenue visibility supported by its current backlog of just over 1x trailing annual revenues and Moody's expectation that several pending awards will support modest backlog growth through the near term. Beyond this timeframe, the company appears well placed to capitalize on opportunities provided by ongoing demand for the large complex projects that align with its competitive strengths. Factors offsetting these considerations include Moody's expectation that U.S. private sector non-residential building activity may remain weak into the medium term, the potential that budget constraints faced by state and local governments may slow demand for new public buildings and civil infrastructure work, and contingent risks related to periodic contract disputes. As well, while recognizing that Tutor Perini's project execution track record has generally been good, the rating considers that Tutor Perini's low consolidated margins could be pressured over time by either increased competition or performance issues arising from its fixed-price contracts. Finally, the notes offering will increase the company's debt burden. Moody's pro forma adjusted Debt/EBITDA will increase to 2.8x from 1.5x currently and may further increase through the end of 2010 as earnings remain pressured by lower activity arising from the recession and the completion of a large contract in 2009. Moody's nonetheless expect earnings growth will resume in 2011 which should enable a steady improvement in Tutor Perini's key credit metrics to levels that solidify its positioning within the Ba2 CFR. The Ba3 rating on Tutor Perini's new senior unsecured notes reflect their junior position relative to the senior secured credit facilities in the capital structure. The notes benefit from upstream guarantees from all operating subsidiaries. Tutor Perini's SGL-2 liquidity rating, indicating good liquidity, reflects the company's pro forma cash balance of approximately $600 million (including net proceeds from the notes issue) and its largely unused $312 million committed bank credit facilities. Moody's expect these resources will be ample to cover a modest amount of negative free cash flow in the next few quarters and fund any repurchases made under the company's share repurchase program. Tutor Perini lacks material debt maturities through the near-term although its revolving credit facility mature in February 2012, which presents a refinancing risk within the 12-18 month ratings horizon. While the debt offering will reduce headroom under bank financial covenants, Moody's expect that an acceptable cushion will be maintained. The stable ratings outlook assumes the company will use a portion of its cash balances for acquisition activity and share repurchases and that earnings may remain under pressures through 2010 before key credit metrics begin to improve in 2011 driven by the resumption of earnings growth. Should stronger new awards activity return such that Tutor Perini improves and sustains its backlog/revenue levels closer to 1.5x, upward ratings action could be considered. Sustained metrics associated with a ratings upgrade include Debt/EBITDA comfortably below 2.5x and EBITA/ Interest above 5x. Downward ratings action could result from earnings compression due to either contract losses or a reduction in project activity or a further increase in leverage that arises from a large acquisition or greater than expected share repurchase activity. Sustained metrics associated with a ratings downgrade would include Debt/EBITDA towards 3.5x or EBITA/ Interest below 3x. Headquartered in Sylmar, California, Tutor Perini Corporation provides general contracting, construction management and design- build services to public and private customers primarily in the United States. Trailing twelve month revenues to June 30, 2010 were approximately $4 billion. UNIGENE LABORATORIES: Names Gregory Mayes as Vice President ----------------------------------------------------------- Unigene Laboratories Inc. said the expansion of the Company's leadership team with the appointment of Gregory T. Mayes to the newly created position of Vice President, Corporate Affairs and General Counsel, and the promotion of Roxanne Tavakkol to Vice President, Global Regulatory Affairs, effective immediately. Both positions will report directly to Unigene's President and Chief Executive Officer, Ashleigh Palmer. Mr. Palmer, stated, "We are very pleased to welcome Greg and Roxanne to Unigene's senior management team. We are committed to strengthening our leadership and organizational infrastructure to support the Company's newly created drug delivery and manufacturing technology business unit - Unigene Biotechnologies; as well as the Unigene Therapeutics business unit responsible for managing our advanced clinical-stage partnerships and active preclinical pipeline. We believe the fact that Unigene can attract highly experienced professionals of this caliber is a solid endorsement of our reformulated strategy optimized for success and the potential for its implementation to be able to unlock the Company's substantially unrealized enterprise value." Mr. Mayes brings to Unigene more than a decade of biopharmaceutical in-house legal counsel and business experience. Most recently, he was Vice President, General Counsel and Chief Compliance Officer at ImClone Systems Corporation, a wholly owned subsidiary of Eli Lilly and Company. While serving at ImClone in positions of increasing responsibility, Mr. Mayes supported the clinical development, launch and commercialization of ERBITUX, was responsible for the development and oversight of the company's first corporate compliance program, and contributed significantly to activities related to Eli Lilly's acquisition of ImClone. Prior to this, Mr. Mayes was Senior Counsel at AstraZeneca Pharmaceuticals, LP, where he played an integral role in the provision of legal services for the successful development and commercialization of five compounds in the company's cancer portfolio. Earlier, Mr. Mayes worked in private practice at Morgan Lewis LLP, a large, national law firm. Mr. Mayes earned his B.S. degree from Syracuse University and his J.D. degree from the Temple University School of Law. "I am extremely excited to be joining Unigene as it now moves to boldly define itself as a prominent partner of choice for peptide drug delivery and therapeutic development. Unigene has great momentum, and I look forward to helping the Company rapidly fulfill its vision of becoming a true peptide powerhouse," said Mr. Mayes. Ms. Tavakkol joined Unigene in March 2010 as Senior Director, Regulatory Affairs. She has over 20 years of pharmaceutical regulatory and research experience. Prior to joining Unigene, Ms. Tavakkol served as Director, Regulatory Affairs for the Thrombosis Business Unit of The Medicines Company. Previously, she held positions of increasing responsibility at Novartis Pharmaceuticals Corporation, most recently as Associate Director, Drug Regulatory Affairs. Her experience covers regulatory aspects of all phases of drug development, from early proof-of-concept through launch and post-commercialization. Ms. Tavakkol's successful registration track record includes both natural peptides and synthetic drug products and covers numerous therapeutic areas, including osteoarthritis, osteoporosis, gastrointestinal disease, reproductive health and endocrinology. Ms. Tavakkol earned her B.A. degree from the University of Delaware and her M.S. degree in Molecular Biology from The Ohio State University. Ms. Tavakkol commented, "Oral drug delivery of peptides has been an exciting area of R&D for many pharmaceutical companies but also an area of unfulfilled potential. This will change as the landscape for peptide development further evolves. An example is the recent Biologics Price Competition and Innovation Act, which offers 12 years of market exclusivity for pioneer biologic products, such as peptides. We believe Unigene is at the right place at the right time, with proven success in product registration, a record of excellence in quality systems, and broadly enabling assets for advancing clinical development." About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene's balance sheet at June 30, 2010, showed $27.60 million in total assets, $60.32 million in total liabilities, and $32.72 million in stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNITED CONTINENTAL: Files Registration Statement Amendment ---------------------------------------------------------- United Continental Holdings, Inc., amended its Registration Statement on Form S-4, as amended by Amendment No. 1 filed on August 2, 2010, and Amendment No. 2 filed on August 16, 2010, which was declared effective on August 18, 2010, by filing a Post- Effective Amendment on Form S-8 relating to 10,055,054 shares of UAL Common Stock issuable upon the exercise of options and awards granted or reserved for grant to employees employed by Continental Airlines, Inc., as of October 1, 2010, pursuant to the terms of (a) the Continental Airlines, Inc. 1997 Stock Incentive Plan, (b) the Continental Airlines, Inc. 1998 Stock Incentive Plan, (c) the Continental Airlines, Inc. Incentive Plan 2000, (d) the Continental Airlines, Inc. 2005 Broad Based Employee Stock Option Plan, (e) the Continental Airlines, Inc. 2005 Pilot Supplemental Option Plan and (f) the Continental Airlines, Inc. Incentive Plan 2010. All shares were previously registered on the Form S-4 but will be subject to issuance pursuant to the Post-Effective Amendment. At the effective time of the Merger, the Continental Benefit Plans were assumed by UAL. Awards will continue to be granted following the Merger under the Continental Airlines, Inc. Incentive Plan 2010; however, no additional awards will be granted under any of the other Continental Benefit Plans. As such, the shares registered on this Form S-8 represent (i) awards previously granted and outstanding to employees employed by Continental as of October 1, 2010, under the Continental Benefits Plans and (ii) awards to be granted in the future under the Continental Airlines, Inc. Incentive Plan 2010. Any award outstanding under the Continental Benefit Plans at the effective time of the Merger that was not otherwise settled upon the Merger was assumed by UAL and converted into an award referenced by UAL Common Stock subject to the same terms and conditions applicable to the corresponding Continental award, except that the number of shares of UAL Common Stock subject to each converted award is equal to the product, rounded down to the nearest whole number of shares of UAL Common Stock, of (i) the number of shares of Continental Common Stock subject to the corresponding Continental stock option or in respect of the corresponding Continental restricted shares and (ii) 1.05. The exercise price for each converted option is equal to the applicable per share exercise price for the shares of Continental Common Stock underlying the option, divided by 1.05. A full-text copy of the Amended Registration Statement may be accessed for free at: http://sec.gov/Archives/edgar/data/100517/000119312510221657/ds8pos.htm About United Continental United Continental Holdings, Inc. (NYSE: UAL) is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world.For more information about United Continental Holdings, Inc., go to UnitedContinentalHoldings.com. For more information about the airlines, see http://www.united.com/and http://www.continental.com/, and follow each company on Twitter and Facebook. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UNIVISION COMMUNICATIONS: Fitch Rates Issuer Default Rating at 'B' ------------------------------------------------------------------ Fitch Ratings views the announcement by Univision Communications Inc. of an investment by Grupo Televisa, S.A.B. and a Program License Agreement extension (from 2017 to 2020 with a possible five-year extension to 2025) as a major first step toward establishing a more sustainable long-term business and more tenable capital structure. Despite improving operating trends, the company had previously faced two material and intertwined credit risks: i) expiration of its PLA with Televisa and ii) refinancing of the $8.8 billion of secured debt that is due in 2014. In light of the announcement, Fitch notes these: -- Fitch has believed that the incentives of the owners, lenders and Televisa are generally aligned and that the parties would negotiate to support UVN's long-term viability. With Televisa taking an ownership stake in UVN, this transaction further emphasizes Fitch's belief. -- Fitch had expected that any renegotiation of the PLA would involve higher royalty payments. While the royalty increases are meaningful, Fitch does not expect the increases to materially impact margins or free cashflow generation over the intermediate term. The deal also expands UVN's ability to better exploit Televisa content on a variety of platforms providing incremental revenue opportunities to potentially offset some of the cost escalation. -- Conditions of the transaction involve an amend and extend agreement for $3.25 billion of secured debt and the issuance of at least $750 million of bonds. This transaction further supports Fitch's belief that the company will likely be able to address its 2014 maturities through loan extensions, bond for loan takeouts and repayment from free cash flow. -- Fitch currently rates the secured debt of UVN 'B+/RR3'. The prior recovery expectation for the secured debt was low in the 51-70% range implied by the 'RR3' category. Fitch's recovery assumptions on secured debt would be unchanged even if the $1.2 billion of proceeds are dedicated exclusively toward secured debt repayment (although the specific recovery expectation would be materially higher in the 51-70% range). -- Fitch will not be assigning a rating to the convertible debentures issued to Televisa. Given the top heavy capital structure (significant secured debt) Fitch expects a 0% recovery on all unsecured debt (presently rated 'CCC/RR6'). Assuming these debentures rank subordinate (or even equally) to the senior unsecured notes the recovery expectation for these debentures would also be 0%. The ratings incorporate Fitch's favorable outlook on the U.S. Hispanic broadcasting industry, given expectations for continued growth in size and spending power of the Hispanic demographic. UVN benefits from a leading market position, with duopoly television and radio stations in most of the top Hispanic markets, and a national overlay of broadcast and cable networks. High ratings and a concentrated Hispanic viewer base provide advertisers with an effective way to target this segment of the population. Fitch believes the top line and EBITDA pressures experienced in 2008-2009 were cyclical and expects mid-single digit revenue growth (excluding largely pass-through World Cup revenue) and low/mid-teens EBITDA growth in 2010, driven by an improvement in advertising revenue, growth in high-margin retransmission fees, and the positive operating leverage embedded in the broadcasting business. Fitch's positive view extends through the intermediate term, with expectations for ongoing mid- single digit annual revenue growth and high-single/low-double digit annual EBITDA growth incorporated into current ratings. UVN's maturity schedule through 2013 is minimal (mandatory annual term loan amortization of $100 million-$200 million), and Fitch believes that amortization and cash interest expense will be covered by internal cash generation. UVN therefore has a multi- year cushion to strengthen its operating and credit profile in order to best position itself to be able to refinance its 2014 maturities. Should the company maintain its positive operating momentum and meaningfully improve its financial flexibility through a significant refinancing of its capital structure, Fitch may consider a positive outlook or upgrade. Fitch currently rates UVN: -- Issuer Default Rating 'B'; -- Senior secured 'B+/RR3'; -- Senior unsecured 'CCC/RR6'. The Rating Outlook is Stable. UNIVISION COMMUNICATIONS: Moody's Changes Outlook to Stable ----------------------------------------------------------- Moody's Investors Service changed Univision Communications, Inc.'s rating outlook to stable from negative following the company's announcements that it is amending its Program License Agreement with Grupo Televisa, S.A.B. (Baa1, stable outlook) in connection with a $1.2 billion cash investment in Univision by Televisa, and launching a partial refinancing of its capital structure. The outlook change reflects the reduced operating uncertainty provided by the extension of the term of the PLA, which along with the proposed financing transactions would reduce Univision's refinancing risk related to its sizable 2014 and 2015 debt maturities. Univision's B3 Corporate Family Rating, B3 Probability of Default Rating, SGL-3 speculative-grade liquidity rating and debt instrument ratings are not affected. Outlook Actions: Issuer: Univision Communications, Inc. -- Outlook, Changed to Stable From Negative Moody's assumes in the stable rating outlook that the refinancing, PLA amendment and Televisa investment are completed as outlined by the company. Televisa's investment and Univision's extension of at least $3.25 billion of 2014/2015 maturities and regulatory approval are conditions to the PLA amendments (which at closing of the Televisa investment triggers an extension of the PLA term to 2020 from 2017), and Televisa's investment. However, Univision contemplates completing the proposed refinancing prior to the closing of the PLA amendment and the receipt of Televisa's investment. Moody's would re-evaluate the ratings and/or the rating outlook if the proposed refinancing does not occur. Univision's B3 CFR continues to reflect its very high debt-to- EBITDA leverage (approximately 13x LTM 6/30/10 incorporating Moody's standards adjustments and the effects of the proposed transactions and excluding non-cash advertising revenue and certain add-backs such as sponsor management fees that the company utilizes in its EBITDA calculation) and continued, albeit lower, refinancing risk associated with the remaining debt maturing in 2014/2015. Moody's estimates Univision would have approximately $4.8 billion of debt maturities in 2014/2015 after the proposed transactions (assuming all of the proceeds from the Televisa investment are utilized to repay existing debt) and reducing such maturities to $2.5 billion or less is a condition to extending the term of the PLA to 2025 from 2020. Moody's believes the $1.125 billion unguaranteed convertible debenture at Broadcast Media Partners, Inc. (Univision's ultimate parent) to be issued to Televisa is debt-like given the instrument's 2025 maturity, 1.5% cash coupon rate and liquidation preference ahead of common equity, based on a preliminary review of the instrument's terms. Moody's expects debt-to-EBITDA leverage to fall to a level slightly below 12x by the end of 2010. The stable rating outlook reflects Moody's view that the likelihood of a downgrade in the near term is low if the proposed transactions are completed as outlined, and that Univision will be able to meet its debt service while steadily de-leveraging over the next two years. Moody's also does not anticipate in the stable outlook a meaningful deterioration in economic conditions over the period. Moody's believes the extension of the PLA alleviates the uncertainty that existed regarding Univision's continued access to exclusive U.S. Spanish-language broadcast rights for Televisa's popular programming beyond the existing 2017 PLA expiration and will be beneficial to operations over the long-term. The initial increase in the licensing fees (Televisa's royalty rate is increasing to 11.91% from 9.36% on an expanded royalty base) is manageable within Univision's cash flow and mitigated at the outset by the elimination of certain soccer rights fees, and additional programming income. Moody's anticipates the broader rights Univision obtained to Televisa's programming (including cable network and Mexican soccer league content) and in digital distribution channels in the U.S. creates good potential for the company to ultimately increase its revenue growth rate. Moody's anticipates the increase in the license fee paid to Televisa in 2018 (royalty rate is increasing to 16.22% from 11.91%) will be roughly offset by the elimination of license fees being paid to Venezolana del Television C.A. as Univision's PLA with Venevision expires at the end of 2017. Moody's expects Univision will utilize Televisa or internally-developed content to replace the programming obtained from Venevision with minimal effect on operations. Televisa's funding is a sunk cost once made and it has no further investment commitments to Univision (Televisa obtains a 3-year option exercisable three years after the initial investment to acquire an additional 5% of Univision at a then agreed upon fair market value, but any exercise is discretionary). Moody's nevertheless believes Televisa may be motivated to preserve the option value of its sizable potential equity position over the longer term provided it has sufficient financial flexibility to do so. The transactions do not meaningfully alter Univision's liquidity position for the next 12 months. Cash interest costs will increase due to the refinancings (net of any debt pay down with the proceeds from the Televisa investment) and be a drag on free cash flow but Moody's believes the increaes is manageable and the existing cash balance and projected free cash flow should comfortably cover the $46.6 million of required quarterly term loan amortization through March 2012 ($18.6 million thereafter). Any reduction of first lien senior secured debt will modestly improve covenant headroom, although Moody's anticipates Univision will maintain at least a 20% EBITDA cushion within the maximum first-lien senior secured leverage covenant. Moody's expects to assign ratings on the proposed bond and extended portion of the credit facility in the near future. Univision is evaluating how to utilize the $1.2 billion Televisa investment proceeds, although Moody's anticipates they will be used to repay existing debt. Moody's does not anticipate that the mix of debt repaid will affect the B2 senior secured first lien rating or the Caa2 rating on the senior unsecured PIK toggle notes. Loss given default assessments are subject to change depending on the mix of debt subsequent to the proposed transactions. The last rating action was on June 24, 2009 when Moody's assigned a B2 rating to Univision's 12% senior secured notes due 2014. Univision, headquartered in New York, is the leading Spanish- language media company in the United States. Annual revenue is approximately $2.1 billion. VALLEJO, CALIF: Bankruptcy Challenge on Hold for Several Months --------------------------------------------------------------- American Bankruptcy Institute reports that a challenge to Vallejo, Calif.'s bankruptcy was delayed on Monday for potentially several months. Vallejo on May 23, 2008, filed a petition for protection under the provisions of chapter 9 of the U. S. Bankruptcy Code. On June 17, 2008, the City filed a motion to reject its collective bargaining agreements with each of its four labor groups: Vallejo Police Officers Association; International Brotherhood of Electrical Workers; Confidential Administrative, Managerial and Professional Association, and IAFF. Prior to the hearing for the consideration of the rejection of the agreements, the City reached supplemental agreements with VPOA and CAMP. On August 27, 2009, the City and IAFF signed a stipulation that allowed the City to reject the IAFF agreement that would have run through June 2010. On September 1, 2009, the Bankruptcy Court granted the City's motion to reject the IBEW agreement. The City and IAFF spent 5 days in mediation and commenced binding arbitration hearings in January 2010. Additional hearing dates had been scheduled later this month. During the interim period, the City and IAFF resumed negotiations and reached an agreement on the terms of a new agreement on February 18, 2010. VENTILEX USA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Ventilex USA Inc. 4640 Emerald Way Middletown, OH 45044 Bankruptcy Case No.: 10-16642 Chapter 11 Petition Date: September 28, 2010 Court: United States Bankruptcy Court Southern District of Ohio (Cincinnati) Judge: Jeffery P. Hopkins Debtor's Counsel: Rocco I. Debitetto, Esq. HAHN LOESER & PARKS LLP 200 Public Square, Suite 2800 Cleveland, OH 44114-2301 Tel: (216) 621-0150 E-mail: ridebitetto@hahnlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohsb10-16642.pdf The petition was signed by Michael Hadjinian, president. VIKING SYSTEMS: Has About 58 Million of Common Shares Outstanding ----------------------------------------------------------------- Viking Systems Inc., in January 2010, entered into an Investment Agreement with Dutchess Opportunity Fund, II, LP. Pursuant to the Investment Agreement, the Investor committed to purchase up to $5,000,000 of the Company's common stock over thirty-six months. Pursuant to the terms of a Registration Rights Agreement dated January 7, 2010 between the Company and the Investor, the Company was obligated to file a registration statement with the SEC to register the resale by the Investor of up to 15,000,000 shares of the common stock underlying the Investment Agreement on or before 21 calendar days of the date of the Registration Rights Agreement. The Company filed the required registration statement and it was declared effective on February 12, 2010. The Company said in a regulatory filing thattotal common shares outstanding following the completion of these transactions will be 57,989,090. In the aggregate, since the required registration statement was declared effective on February 12, 2010, the Company has sold 10,578,565 shares to the Investor for total net proceeds of $2,688,472. As a result, the Company may put up to an additional 4,421,435 shares to the Investor under the effective registration statement as of September 30, 2010. It is the Company's understanding that, upon notice from the Company to sell shares to the Investor under the Investment Agreement, the Investor begins selling shares in the open market and sells all of the shares before settlement with the Company. It is the Company's understanding that the Investor does not hold any of the Company's common stock and has resold all the shares put to the Investor. However, the Investment Agreement does not require the Investor to immediately sell the shares the Company issues to it. About Viking Systems Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB: VKNG.OB) -- http://www.vikingsystems.com/-- is a developer, manufacturer and marketer of visualization solutions for complex minimally invasive surgery. The Company partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. The report from Viking Systems, Inc.'s independent registered public accounting firm, Squar, Milner, Peterson, Miranda & Williamson, LLP, dated February 22, 2010, includes a going concern explanatory paragraph which states that factors relating to the Company's net losses and working capital concerns raise substantial doubt the Company's ability to continue as a going concern. Viking Systems said it will need to generate significant additional revenue to achieve profitability and it may require additional financing during 2010. "The going concern explanatory paragraph in the independent auditor's report emphasizes the uncertainty related to our business as well as the level of risk associated with an investment in our common stock," Viking Systems said. WASHEX INC: To Sell Assets at Texas Plant to Liquidator ------------------------------------------------------- Lynn Walker, writing for the Times Record News, reports that Washex, Inc., is seeking bankruptcy court permission to sell assets at its defunct plant in Wichita Falls, Texas. According to Ms. Walker, a court document obtained by the Times Record News shows Washex has asked the bankruptcy judge to allow the company to sell all personal property at the plant to Investment Recovery Service, a Fort Worth-based company that specializes in buying the assets of troubled companies and auctioning them off. The deal includes equipment in the plant, but does not include the Washex real estate. The report says the purchase price is $700,000, less than half the appraised value of $1,702,349 set by the Wichita Appraisal District. A hearing on the request is set Oct. 20 in U.S. bankruptcy court in New Haven, Connecticut. The manufacturing plant shut down in late September 2009 after a period of scale back and layoffs. The report says the court document indicates Washex owes $260,632.66 in unpaid wages to former workers. Once those debts are paid, the remainder of the sale proceeds would go to Washex attorneys and Wachovia Bank, which the documents lists as holding Washex debt in excess of $3,000,000. The report says the agreement does not address about $118,081 Washex owes the county, the city of Wichita Falls and the Burkburnett Independent School District on back and current taxes on the land and building. Records in the Wichita County Tax Assessor-Collector's office indicate Washex owes the city of Wichita Falls and Wichita County $78,403.17 in current and back taxes. The company also owes Burkburnett ISD $118,088.30 in current and back taxes. Washex, Inc., based in Wichita Falls, Texas, filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 10-30156) on January 21, 2010. Dean W. Baker, Esq., at Bohonnon Law Firm in New Haven, Connecticut, serves as bankruptcy counsel. Washex estimated $1 million to $10 million in assets and debts. WASHINGTON MUTUAL: Bondholders Drop Objection, Settle for $335MM ---------------------------------------------------------------- Washington Mutual, Inc. and WMI Investment Corp. delivered to the U.S. Bankruptcy Court for the District of Delaware the sixth amended version of their Joint Plan of Reorganization and Disclosure Statement on October 6, 2010, to reflect a settlement they successfully struck with certain bank bonholders. Holders of senior notes issued by WaMu Inc.'s banking operations, Washington Mutual Bank, has finally agreed to join in a global settlement that could bring the Debtors a step closer to emergence from bankruptcy protection. Bank debt owed to the WMB Bondholders was wiped out when WMB was placed in receivership status under the Federal Deposit Insurance Corp. and was subsequently acquired by JPMorgan Chase & Co. in September 2008. According to the Wall Street Journal, WMB had about $6 billion in bank debt when it was seized by regulators two years ago. The WMB Bondholders, who vigorously opposed the earlier versions of the Debtors' Plan, have agreed to drop their objections in exchange for a $335 million recovery on their claims. Earlier versions of the Plan contemplated a $150 million distribution to claims asserted by the Bondholders. The recently executed Bondholder Settlement is incorporated in an amended global settlement among the Debtors; the Federal Deposit Insurance Corporation, in its capacity as receiver for Washington Mutual Bank and its corporate capacity; and JPMorgan Chase Bank, N.A., as purchase of WMB. WaMu's Chapter 11 Plan is premised on the consummation of the Global Settlement. The Bondholders also have about $2.4 billion in claims filed with the FDIC receivership, according to the Wall Street Journal. This request "could be complicated by similar requests from JP Morgan," WSJ's Dan Fitzpatrick related. JP Morgan, the newspaper noted, has notified the FDIC in undisclosed letters that it may consider going after funds from the FDIC receivership to serve as protection against WaMu-related lawsuits. The Plan and the Global Settlement contemplate the distribution of funds to holders of allowed claims against the WaMu estate of approximately $7 billion, including $4 billion in disputed funds on deposit with JPMorgan Chase. The remaining objectors to the Plan are the Company's shareholders who are to receive nothing under the Plan. The shareholders have asserted that "it could have assets of as much as $30 billion, which counts potential legal claims," according to Reuters. Bankruptcy Judge Mary Walrath has adjourned the hearing on the adequacy of the Disclosure Statement describing the Plan to October 18, 2010, in light of the recently reached compromise and resulting modifications to the Plan. The hearing was earlier set for October 8. Amended Global Settlement WaMu Inc. Chief Restructuring Officer William C. Kosturos revealed to the Court that concerned parties have agreed to modify the Global Settlement to address changed circumstances, including the appointment of an examiner in connection with WaMu's bankruptcy proceedings and an agreement reached with certain holders of WMB Senior Notes. The Initial Global Settlement was executed in May 2010. Accordingly, the Debtors, the FDIC-Receiver, the FDIC-Corporate, JPMorgan Chase and the Official Committee of Unsecured Creditors agree to enter into an amended Global Settlement on October 6, 2010, with Appaloosa Management L.P.; Centerbridge Partners, L.P.; Owl Creek Asset Management, L.P. and Aurelius Capital Management, L.P. Among other things, the Amended Global Settlement resolves disputes on the treatment of the WaMu Inc.'s Disputed Accounts, the division of the Tax Refunds and the ownership of the Trust Preferred Securities. Parties to the Amended Global Settlement agree to share the expected net Tax Refunds that aggregate $5.5 to $5.8 billion in two portions. Consistent with the Initial Global Settlement, the first portion of the Tax Refunds would be allocated 20% to the Debtors and 80% to JPMorgan. Under the Amended Global Settlement, any additional net tax refunds under the second portion will be allocated 69.6% to WaMu Inc. -- as opposed to the previous 65.1% noted in earlier versions of the Plan -- and the remaining 30.3% will be allocated to the FDIC Receiver. The Debtors estimate the Second Portion of the Tax Refunds to total about $2.8 billion, approximately $1.95 billion of which would be allocated to their estates, including any distribution that may be payable to holders of WMB Senior Notes that elect to grant the releases provided under the Plan. To this end, the Debtors and certain holders of WMB Senior Notes entered into a Plan Support Agreement to reflect the grant of releases provided in the Plan. In exchange, the claims of the holders of WMB Senior Notes Claims will be deemed allowed in an aggregate of $335 million. The Amended Plan also provides that the first $10 million of any distribution on account of Trust Interests related to the WMB Senior Notes Claims will be used to pay the legal fees and expenses of the WMB Senior Note Holders incurred in connection the settlement they executed in the Debtors' cases. Full-text copies of the Amended Global Settlement and the WMB Senior Noteholders Plan Support Agreement are available for free at: http://bankrupt.com/misc/WaMu_AmendedGSA.pdf http://bankrupt.com/misc/WaMu_PlanSupportPact.pdf Other Plan Modifications The Sixth Amended Plan also provides for: * the Debtors' settlement with REIT Trust Holders, * issuance of increased shares of common stock, * modified claims treatment, * identification of record date, * litigation updates, and * technical amendments to financial projections. A. REIT Trust Holders Settlement The Debtors also entered into a settlement with REIT Trust Holders regarding releases under the Sixth Amended Plan. The Plan defines a Releasing REIT Trust Holder as a holder of REIT Series that (i) votes to accept the Plan; (ii) does not otherwise interpose an objection to confirmation of the Plan as it relates to the REIT Series or the Trust Preferred Securities; (iii) acknowledges that JPMorgan Chase or its designee is the sole legal, equitable and beneficial owner of the Trust Preferred Securities for all purposes; and (iv) executes and delivers the release of claims against the Debtors, JPMorgan Chase, the FDIC and the Creditors' Committee, as set forth in the Amended Global Settlement Agreement and as incorporated into the Ballots distributed to holders of REIT Series. Pursuant to the Global Settlement and in consideration for the releases by the holders of the REIT Series, JPMorgan Chase will pay to each Releasing REIT Trust Holder, cash in an amount equal to $1,250, times the number of shares of REIT Series held by that Releasing REIT Trust Holder on the voting record date. B. Common Stock Issuance Reorganized WaMu Inc. will issue 145,000,000 -- as opposed to the noted 140,000,000 shares in previous Plan versions -- of duly authorized common stock on the effective date of the Plan, provided that a de minimis amount of the Reorganized Common Stock will be designated by the board of directors of Reorganized WaMu as stated capital. C. Modified Claims Treatment In light of the Amended Global Settlement and the Plan Support Agreement, Claim Class 17A is renamed as WMB Senior Notes Claims, which class is impaired and entitled to vote on the Plan. Each holder of an Allowed WMB Senior Notes Claim will receive, in full satisfaction, release and exchange of its claim, that holder's pro rata share of the $335 million settlement payment. The Debtors also add the designation of Class 17B WMB Subordinated Notes Claims. Class 17B will not receive any distributions pursuant to the Plan and are deemed to have rejected the Plan. Class 18 is renamed as Subordinated Claims and Class 19 is renamed as REIT Series. The treatment of Class 19 REIT Series claims are also modified. Each holder of Claim 19 REIT Series will receive payment of cash in an amount equal to $1,250, times the number of shares of REIT Series held by that Releasing REIT Trust Holder on the Voting Record Date. Holders of Class 21 Dime Warrants will receive no distribution under the Plan; provided, however, that, to the extent holders of Dime Warrants are determined, pursuant to a final order, to hold Allowed Claims, that Allowed Claims will be deemed to be Allowed General Unsecured Claims classified in Class 12 and will receive the treatment provided in the Plan. D. Record Date The record date for determining the holders of certain claims that may vote on the Plan is tentatively set in October 2010. For purposes of determining whether an entity or individual is a holder of a WMB Senior Notes Claim entitled to vote on the Plan only, the Voting Record Date for WMB Senior Notes Claims is the Bar Date, as only those holders of WMB Senior Notes Claims that were signatories, as of the Bar Date, to the proofs of claim related to WMB Senior Notes are entitled to vote on the Plan. A schedule of the claims related to the WMB Senior Notes is available for free at: http://bankrupt.com/misc/WaMu_BankBondholderClaims.pdf E. Litigation Updates The Debtors apprised the Court that in the action styled American Nat'l Ins. Co., et al. v. JPMC Chase & Co., et al., the U.S. District Court of D.C. denied the plaintiffs' motion and the plaintiffs appealed from the order. In light of the appointment of Joshua Hochberg as examiner in the Debtors' Chapter 11 cases, the appeal of the Official Committee of Equity Security Holders from an order denying its motion to appoint examiner in April 2010 was dismissed. The Debtors further disclose that the U.S. Court of Federal Claims entered a judgment to be paid to WaMu Inc. in a number of lawsuits commenced by the U.S. federal government based on breach of contract and other theories, collectively the Goodwill Lawsuits. In another action captioned American Savings Bank, F.A. v. United States, the U.S. filed a notice of withdrawal of any and all rights and interests it has with respect to the funds deposited into the registry of the Bankruptcy Court with respect to the litigation. In August 2010, the Bankruptcy Court granted the Debtors' motion to dismiss the amended complaint filed by Nadia Youkelsone. Ms. Youkelsone has filed an appeal of this decision. The U.S. District Court for the Western District of Washington preliminarily approved a settlement entered among the plaintiffs and certain defendants, including WaMu and JPMorgan Chase in a consolidated action relating to the WaMu Inc. Savings Plan. The Bankruptcy Court will consider the settlement on October 22, 2010, while the W.D. Washington District Court is scheduled to hear the settlement on November 5. In the action commenced by New Orleans Employees' Retirement System and MARTA/ATU Local 732 Employees Retirement Plan against WaMu Inc., the Washington District Court granted in part and denied in part on September 28, 2010, motions to dismiss that had been filed by certain defendants. The parties in connection with Tranquility Master Fund, Ltd.'s $49.6 million claim against WaMu are engaging in mediation regarding the claim objection, and have adjourned the hearing to consider the Debtors' objection until November 23, 2010. F. Financial Projections The Debtors revised the period for their financial projections to reflect 2011 to 2015. The financial projections contain technical amendments, with the same results. The Debtors' updated operating assumptions assume that the Plan will be confirmed and consummated on or after Dec. 22, 2010, instead of the earlier expected date of July 30, 2010 Plan confirmation and consummation date. Full-text clean copies as well as blacklined versions of the WaMu Sixth Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/WaMu_6thAmendedPlan.pdf http://bankrupt.com/misc/WaMu_6thAmendedDS.pdf http://bankrupt.com/misc/WaMu_Blacklined6thAmPlan.pdf http://bankrupt.com/misc/WaMu_Blacklined6thAmDS.pdf About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the Chapter 11 case. WASHINGTON MUTUAL: Proposes Deal with Benefit Plan Participant -------------------------------------------------------------- Washington Mutual, Inc., seeks the Court's permission to enter into a settlement agreement with a certain participant of an employee benefit plan. Contemporaneously, WaMu Inc. seeks the Court's authority to file under seal a copy of (i) the settlement agreement and insurance policies as exhibits to the Settlement Motion; and (ii) any order granting the Settlement Motion. WaMu Inc. explains that the Settlement Motion and the Exhibits contain personally identifiable, private information concerning the Participant. WaMu Inc. relates that it assumed certain liabilities of H.F. Ahmanson & Company when it acquired the company in October 1998, including those in connection with HFA employee benefit plans. Among the benefit plans established by HFA was a Senior Executive Life Insurance Plan or SELIP and a Senior Supplemental Executive Retirement Plan or SSERP. Under the SELIP, executives enrolled and owned one or more life insurance policies for which HFA, and then WaMu Inc., paid the premiums. The SELIP provides that (i) prior to a participant's retirement, HFA maintains an interest in the cash surrender value of the policy -- Company's Cash Value; and (ii) subsequent to the participant's retirement, net increases to the cash surrender value of the policy are allocated to the Company's Cash Value and to the Participant's Cash Value on a pro rata basis in proportion to the interests in the cash surrender value at the time of the participant's retirement. Following the Petition Date, WaMu ceased making any payments pursuant to the SSERP. WaMu relates that under its Schedules of Assets and Liabilities, it indicated that the "Participant" held unliquidated liabilities against it. The Participant subsequently filed a claim against the Debtors for amounts owed pursuant to the SELIP. The Debtors note that they are liquidating certain of their assets, have proposed a Chapter 11 plan, and would like to receive the Company's Cash Value from the Policies without delay. As the Participant is the owner of the Policies, WaMu Inc. cannot access the Company's Cash Value without the Participant's consent. Against this backdrop, WaMu Inc. and the Participant entered into a settlement agreement, whereby: (1) The Participant will surrender the Policies; (2) WaMu Inc. will receive the entire cash proceeds from Policy No. 1 that aggregate about $356,457; (3) The insurer will provide a new life insurance policy to the Participant, which has a premium in the sum of (x) the Participant's Cash Value attributable to both Policies, about $157,104; and (y) a portion of the Company's Cash Value from Policy No. 2 of about $159,000; (4) WaMu Inc. will receive the remaining portion of the Company's Cash Value from Policy No. 2 of about $968,947; (5) WaMu Inc. will provide to the Participant cash in an amount to assist the Participant with the Participant's tax liabilities that may result from the transaction, aggregating about $311,025; and (6) The parties will exchange mutual releases. WaMu Inc. will be released from any further liability to the Participant under the ELIP, SERP, SELIP, or SSERP. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, notes that pursuant to the Settlement Agreement, WaMu Inc. will be able to settle claims with the Participant related to the SELIP for $470,000, which amount WaMu Inc. and the Participant agree is reasonable and fair compromise of those claims. More importantly, WaMu Inc. will be able to quickly monetize about $1,490,254 in the Company's Cash Value, to satisfy the Participant's Claim in accordance with the Settlement Agreement and make the remaining funds available for distribution to other creditors, he assures the Court. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the Chapter 11 case. WASHINGTON MUTUAL: Continues to Face Mortgage Pass-Through Claims ----------------------------------------------------------------- Judge Marsha Pechman of the U.S. District Court for the Western District of Washington refused to dismiss claims asserted against Washington Mutual Bank by entities that purchased certain mortgaged-backed certificates worth $10.8 billion issued by Washington Mutual Mortgage Pass-Through Trusts, as disclosed in WaMu Inc.'s recently filed and amended Chapter 11 Plan of Reorganization. The District Court granted in part and denied in part on September 28, 2010, motions to dismiss filed by certain defendants in the Mortgage Pass-Through Litigation. In accordance with her ruling, Judge Pechman held that allegations that WaMu Inc. mislead investors can proceed, Bloomberg News reports. The Plaintiffs allege that underwriting guidelines ceased to exist, Bloomberg News relates. "If proven true, the absence of underwriting standards could make the identified statements misleading," Judge Pechman wrote in the order, Bloomberg says. In August 2008, New Orleans Employees' Retirement System and MARTA/ATU Local 372 Employees Retirement Plan on behalf of themselves and the purchasers of the mortgage-backed certificates filed the action. Washington Mutual, Inc., which was named as defendant in the action, was excluded due to the automatic stay in effect in its bankruptcy case. Meanwhile, the Federal Deposit Insurance Corporation took the place of Washington Mutual Bank as a party defendant. The action was removed to the District Court. In January 2009, Boilermakers National Annuity Trust Fund filed a complaint in the District Court, asserting similar claims filed by the Mortgage Pass-Through Claimants. The Boilermakers Action was consolidated with the Mortgage Pass-Through Litigation. The Policemen's Annuity and Benefit Fund for the City of Chicago has been appointed as lead plaintiff in the Consolidated Action. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the Chapter 11 case. WHITE RIVER: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: White River Investments, LP, Debtor 117 East Washington Street, Suite 300 Indianapolis, IN 46204 Bankruptcy Case No.: 10-15018 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: James K. Coachys Debtor's Counsel: Paul T. Deignan, Esq. TAFT STETTINIUS & HOLLISTER LLP 1 Indiana Square, Suite 3500 Indianapolis, IN 46204 Tel: (317) 713-3500 E-mail: pdeignan@taftlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/insb10-15018.pdf The petition was signed by Joyce C. Bradley, assistant secretary. WILLIAM MCGAHEN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: William Marshall McGahen dba Double Circle Farms dba Double Circle Computers aka Bill McGahen Linda Ann McGahen dba Linda's Quilting 69989 South County Road #250 Watonga, OK 73772 Bankruptcy Case No.: 10-15910 Chapter 11 Petition Date: September 28, 2010 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Niles L. Jackson Debtor's Counsel: Craig Riffel, Esq. MITCHEL GASTON RIFFEL & RIFFEL PLLC 3517 W Owen K Garriott, Suite One Enid, OK 73703 Tel: (580) 234-8447 Fax: (580) 234-5547 E-mail: craig@westoklaw.com Scheduled Assets: $1,197,915 Scheduled Debts: $1,109,833 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/okwb10-15910.pdf WINCHESTER ON THE RIVER: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------------ Debtor: Winchester On The River Holdings, LLC 585 Spender Trace Atlanta, GA 30350 Bankruptcy Case No.: 10-89710 Chapter 11 Petition Date: October 4, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Edward F. Danowitz, Jr., Esq. DANOWITZ & ASSOCIATES, P.C. 300 Galleria Parkway, NW, Suite 960 Atlanta, GA 30339 Tel: (770) 933-0960 E-mail: edanowitz@danowitzlegal.com Scheduled Assets: $135,000 Scheduled Debts: $2,182,083 The petition was signed by Yosef Ishak, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ State Bank And Trust Company Bank Loan $642,380 Joseph W. Evans, CEO P.O. Box 4748 Macon, GA 31210 W.R. GRACE: Supreme Court Rejects Plea to Block Libby Suits ----------------------------------------------------------- The U.S. Supreme Court rejected W.R. Grace & Co.'s appeal seeking to block lawsuits filed by people who say they were injured by asbestos from the company's vermiculite mine in Libby, Montana. The justices, according to an October 4, 2010 report by Greg Stohr at Bloomberg News, left intact the Third Circuit Court's decision that lets the asbestos victims sue the state of Montana for allegedly failing to warn the miners and townspeople about the dangers posed by the mine. Early this year, Judge Kent A. Jordan of the United States Court of Appeals for the Third Circuit affirmed the order of the United States District Court for the District of Delaware and the United States Bankruptcy Court for the District of Delaware denying Grace's request to expand a preliminary injunction to prevent the asbestos victims from prosecuting their lawsuits. In 2005, the state of Montana, which asserts claims arising from Grace's mining operations in Libby asked the U.S. Bankruptcy Court for the District of Delaware, which is overseeing Grace's bankruptcy proceedings since 2001, for relief from the automatic stay of litigation against Grace so that it could implead Grace as a third-party defendant in the Montana Actions. Grace opposed that Motion and filed a request seeking to expand the preliminary injunction to include actions brought against the State. The Bankruptcy Court denied Grace's motion. The District Court also effectively denied Montana's motion to lift the stay holding that the automatic stay remains in effect as to Grace and its debtor affiliates and their property. Grace and Montana took an appeal from the District Court's order affirming the Bankruptcy Court's denial. The Circuit Court previously held that the Bankruptcy Court and the District Court do not have the authority to stop the prosecution of the asbestos lawsuits in any Montana state court. Grace has maintained since the beginning of the case that its involvement in the asbestos lawsuits would preclude it from successfully and expeditiously emerging from bankruptcy. Grace sought bankruptcy protection in April 2001. The company is now on its confirmation process with a plan of reorganization already lodged with the Bankruptcy Court and to its creditors for solicitation. That reorganization plan, however, met numerous objections, mostly from the Libby Claimants, insurance companies affected by a so-called asbestos trust to be created pursuant to the plan, and the official committee of unsecured creditors appointed in the bankruptcy case, which opposed the company's proposed treatment of unsecured claims. The reorganization plan, which is co-sponsored by the official committee of asbestos-related personal injury claimants, the official committee of equity security holders and the future claims representative appointed in Grace's case, will have to go through the approval of both the Bankruptcy Court and the District Court before the company can get out from bankruptcy. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Proposes Federal Insurance Settlement ------------------------------------------------- W.R. Grace & Co. and its debtor affiliates ask Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware to approve a settlement with Federal Insurance Company. Federal issued 13 policies of excess liability insurance that provide, or are alleged to provide, insurance coverage to Grace. The subject Policies were issued for various periods from July 14, 1974, to June 30, 1985. Grace, according to Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, has incurred and may incur in the future certain liabilities, expenses and losses arising out of asbestos-related claims, for which Grace seeks coverage under the Subject Policies. Ms. Jones says disputes have arisen between Grace and Federal regarding their rights and obligations under the Subject Policies. Federal has filed objections to the Debtors' Plan of Reorganization on various grounds. Ms. Jones tells the Court that the settlement would resolve those objections in full. The Agreement confers these principal benefits on the Debtors' estates: (a) The payment by Federal to the Grace Asbestos Personal Injury Trust of $32 million. (b) The payment of the settlement sum without need for litigation to enforce the assignment by Grace to the Trust of rights under the Subject Policies. (c) A compromise of defenses that Federal might have with respect to coverage for any individual Asbestos PI Claim. (d) Federal's withdrawal of all its objections to confirmation of the Plan upon the Court's approval of the agreement. The Agreement also includes a complete, mutual release of all claims under the Subject Policies and is structured as a sale of property pursuant to Section 363 of the Bankruptcy Code. The Agreement further provides that if the Plan is confirmed, the Trust, at its own expense, will enforce the Asbestos PI Channeling Injunction with respect to Asbestos PI Claims subject to the Asbestos PI Channeling Injunction that are asserted against Federal under the Subject Insurance Policies, provided that the Trust's obligation ceases after it has spent a sum equivalent to the Settlement Amount. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Has 1.3 Million Shares in Synthetech ------------------------------------------------ W.R. Grace & Co., W.R. Grace & Co.-Conn., and Mallard Acquisition Corp. disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that each of them beneficially owns 1,348,352 shares of Synthetech Inc.'s common stock, which represents 9.19% of the 14,664,614 shares of Synthetech Common Stock issued and outstanding as of September 13, 2010. Grace-Conn. is a direct wholly owned subsidiary of Grace while Mallard is an indirect, wholly owned subsidiary of Grace. Each of Grace, Grace-Conn., and Mallard may be deemed to have acquired beneficial ownership of the Synthetech Common Stock pursuant to voting agreements entered into as a condition to the companies' willingness to enter into and perform obligations under the September 13, 2010 merger agreement between Grace and Synthetech. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * Chapter 11 Filings Increase by 20% in September 2010 ------------------------------------------------------ Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Chapter 11 bankruptcy filings increased by about 20% in September 2010 as the number of total commercial bankruptcy filings remained steady. DBR, citing figures from the Automated Access to Court Electronic Records, says Chapter 11 filings by businesses and individuals rose by 20.6% last month, to 1,201 from 996 in August. There have been 10,487 Chapter 11 filings so far this year, versus 11,548 during the first nine months of 2009. DBR notes the total number of commercial filings, however, remained stable in September. A total of 6,999 businesses filed for bankruptcy protection last month, versus 6,994 commercial bankruptcy filings in August. According to DBR, Jack F. Williams, a professor of law at Georgia State University, said in an interview Wednesday that the spike in Chapter 11 filings seen at the beginning of this year and in September is a key economic indicator. While a rise in bankruptcy filings in January means companies that rely on consumer spending weren't able to make it through the key holiday season, more filings in early fall indicate that companies don't have the cash or confidence to hold out through the end of the year. DBR notes the September filings bring the year's total up to 1.165 million, an 11% increase over the 1.046 million filings during the first nine months of 2009. The ABI's executive director, Samuel J. Gerdano, expects the 2010 total to approach 1.6 million. * Restructuring Pros See Opportunity for Luxury Hotel Investors --------------------------------------------------------------- Deep-pocketed investors looking to pick up luxury hotels on the cheap remain perched on the sidelines in today's real estate market, but restructuring experts predict they'll have plenty of opportunities to make a move in the coming months as more properties experience distress, Dow Jones' DBR Small Cap reports. * Speculative-Grade Default Rate Falls to 4% in Third Quarter ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Moody's Investors Service said the global speculative-grade default rate ended the third quarter at 4%, down from 6.2% the previous quarter. * UBS Director Says Some Green Technology Firms to Collapse ----------------------------------------------------------- Chelsea Emery, writing for Reuters, reports that Steven Smith -- managing director and global head of restructuring for UBS Securities LLC -- said at the Reuters Restructuring Summit on Wednesday, some wind and solar energy companies could be headed for collapse as government funding priorities change. Mr. Smith said "green" technology companies have benefited from government support such as tax revenue or grants, but many could face restructuring or bankruptcy once that support goes away. "I'm just getting wind of some clean tech (restructuring needs)," Mr. Smith said, speaking to Reuters reporters and editors in New York. "In fact, I'm in pitch stage with one right now. Anytime you have industries relying on non-market forces to help encourage them, there can be teething pains." According to Reuters, Mr. Smith declined to name his possible client, but said wind and solar-energy companies were most at risk in the green technology area. Any country that changed environmental regulations could also see bankruptcies, he said. James Sprayregen, Esq., at Kirkland & Ellis, told the Reuters summit, "you saw a wave of ethanol companies file for bankruptcy over the last 12 months and that was driven by the government incentivizing people to put a lot of money into ethanol, and that kind of distorted the market." VeraSun Energy Corp, units of Pacific Ethanol Inc and Hawkeye Energy Holdings LLC are among ethanol-related companies that have filed for Chapter 11 bankruptcy, Reuters notes. * Sonnenschein Nath Changes Name to SNR Denton US LLP ----------------------------------------------------- Sonnenschein Nath & Rosenthal LLP has changed its name to SNR Denton US LLP, effective September 30, 2010. Among other cases, SNR Denton serves as counsel to Icahn Associates Corp. in the Tropicana Debtors' Chapter 11 cases and to Plaintiffs Icahn Agency Services LLC, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, and Icahn Partners Master Fund III LPS in the adversary complaint the Icahn Entities initiated against Tropicana Las Vegas, Inc., and Hotel Ramada of Nevada, LLC. The e-mail addresses for certain attorneys of the firm have also changed. All other contact information remains the same: SNR DENTON US LLP Peter D. Wolfson, Esquire David R. Baum, Esquire Jo Christine Reed, Esquire Ben Delfin, Esquire Oscar N. Pinkas, Esquire 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 768-6700 Fax: (212) 768-6800 E-mail: peter.wolfson@snrdenton.com david.baum@snrdenton.com jochristine.reed@snrdenton.com ben.delfin@snrdenton.com oscar.pinkas@snrdenton.com * BOOK REVIEW: Dangerous Dreamers - The Financial Innovators From Charles Merrill to Michael Milken ----------------------------------------------------------------- Author: Robert Sobel Publisher: Beard Books, Washington, D.C. 2001 (reprint of book first published by John Wiley in 1993). Pages: 260+xi Price: $34.95 trade paper ISBN 1-58798-029-0 "For the rest of his life, Milken will be accused of crimes for which he was not charged and to which he did not plead guilty." The Milken is -- as anyone familiar with "junk bonds" and the scandals surrounding them in the 1980s knows -- Michael Milken of the Drexel Burnham banking and investment firm. So does the noted business writer Robert Sobel (d. 1999) analyze and in so doing clarify not only the Milken criminal case, but also many other phenomena of the period laying the basis for the modern-day financial industry. Mr. Sobels' perspective is broader than the sensationalistic excesses and purported crimes of Mr. Milken and the like. He's interested as well in individuals and businesses that introduced and developed financial concepts, vehicles, and transactions which secured and increased the wealth of millions of average persons. Mr. Sobel's topic of financial innovation is necessarily ambivalent, as is any which concerns historical and economic change. For a perspective on the relatively recent phase of financial innovation Milken was involved in, he brings up previous such phases as the Gilded Age of the latter 1800s/early 1900s. This was a time when as Jim Fisk, Jay Gould, and others were making fortunes through skulduggery and manipulations in the financial markets, Cornelius Vanderbilt and others were building the "world's finest railroad system." Similarly, in the "Junk Decade of the 1980s," as Ivan Boesky and others were arrogantly reaping fortunes on "dubious" transactions, financial firms such as Forstmann Little and Kohlberg Kravis Roberts "played major positive roles in the largest restructuring of American industry since the turn of the century." The analysis is done and subsequent picture formed through the author's protrayals of the activities of individuals and particular companies within the larger framework of the overall financial industry of the time. While Mr. dSobel does not try to defend the excesses, liberties, and illegalties of individuals and companies, basically he sees Mr. Milken, Mr. Boesky, and ones like them and many companies in diverse sectors as "vehicles through which the phenomena of junk finance and leveraged buyouts played themselves out." This was the "Conglomerate Era." Mergers and acquisitions were at the center of financial and economic activity, and CEOs at major corporations were in competition to grow their corporations in this way. Mr. Milken, Mr. Boesky, and such were originally seen as providing ideas and means for this phenomena to corporate CEOs and others in the highest levels of big business. Mr. Milken, etc., did not originate the mergers and acquisition phenomenon. At first, Mr. Milken, etc., were much appreciated by the major corporations and the financial industry. In 1989, the Wall Street Journal saw Mr. Milken as the financier who had the greatest influence on Wall Street since J.P. Morgan. In leading the financial innovation of the time, which entails introducing the new, often unproven, and taking risks, Milken left himself vulnerable. Thus he was a prime target for Federal prosecutors when the downside of the mergers and acquisitions came about. He and his banking and investment company Drexel Burnham took the brunt of government, business, and public indignation and search for villains when their dreams did not pan out just as envisioned. Mr. Sobel follows the transition of perspective on and behavior of many companies as well as many individuals during this period. Such transition with respect to Mr. Milken, for example, cannot be unraveled from that of a company such as Beatrice. Starting in 1960, the food company Beatrice started making large-scale acquisitions. Beatrice corporation heads succeeding the CEO Williams Karnes who "ran a tight, lean ship, with a small office staff" brought in corporate jets and limousines, greatly increased staff, and moved to regal office space. James Dutt of Beatrice is pointed out as symptomatic of the heedless, dazzled mindset which crept into corporate America in the 1980's age of mergers-and- acquisitions. Mr. Sobol's renders the complexities and ambivalence of this transitional period comprehensible by memorable portraits of key players and companies. In so doing, he demonstrates once more why he has long been recognized as one of the country's most important business writers. Robert Sobol (1931-99) was an author or editor of more than 50 books and hundreds of articles. For more than 40 years, he was a professor of business history at Hofstra University. ********* 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 ***