/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101130.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 30, 2010, Vol. 14, No. 332 Headlines 94TH AND SHEA: Wants to Use JPMCC's Cash Collateral 94TH AND SHEA: Files List of 20 Largest Unsecured Creditors 94TH AND SHEA: Taps Polsinelli Shughart as Bankruptcy Counsel ABMD LIMITED: Court Certifies WARN Act Suit as Class Action AMBAC FIN'L: Asks Standard and Poor's to Withdraw Ratings AMERICA WEST: Incurs $3.88-Mil. Net Loss in Sept. 30 Quarter ANGEL ACQUISITION: Incurs $50,000 Net Loss in Third Quarter BIGLER LP: Court Confirms 4th Version of Plan BIO-BRIDGE SCIENCE: Posts $566,300 Net Loss in Q3 2010 BLOCKBUSTER INC: Court OKs Committee Probe on Plan Negotiations BLOCKBUSTER INC: Proposes to Assume National Union Insurance Pacts BLOCKBUSTER INC: 3501 McKinney Wants Prompt Decision on Contract BRIGGS-COCKERHAM: N.D. Texas Court Dismisses Chapter 11 Case BROADSTRIPE LLC: Lenders Seek to Block Preference Suits BROCK TUCY: Has Access to Digital Federal's Cash Until Jan. 28 CABI DOWNTOWN: Everglades on the Bay Condos Sold for $141-Mil. CAESARS ENTERTAINMENT: Drops Stock Registration as IPO Cancelled CAROL KARLOVICH: Status Conference Set for Jan. 18 CATHOLIC CHURCH: Wilm. Opposes Creditors' Hiring of Morgan Lewis CATHOLIC CHURCH: Del. Court Enters Verdict vs. Former Priest CATHOLIC CHURCH: Final Decree Closing Fairbanks Case Entered CHEM RX: Loses Plan Exclusivity to Committee, Lenders CHENIERE ENERGY: Paulson & Co. Discloses 7.3% Equity Stake CHINA IVY: Posts $363,400 Net Loss in September 30 Quarter CITADEL BROADCASTING: Moody's Puts 'Ba3' Rating on $500 Mil. Notes CITADEL BROADCASTING: S&P Assigns 'BB+' Rating to $400 Mil. Loan CLASSICSTAR, LLC: Court OKs Settlement with Gastar Exploration CORNALLGROUP LLC: Case Summary & 3 Largest Unsecured Creditors DEFI GLOBAL: September 30 Balance Sheet Upside-Down by $5MM DEL MONTE: Moody's Reviews 'Ba2' Corporate Family Rating DIAMONDHEAD CASINO: Posts $216,213 Net Loss in Sept. 30 Quarter DIGITALPOST INTERACTIVE: Posts $630,900 Net Loss in Q3 2010 EARTH SEARCH: Incurs $228,363 Net Loss in September 30 Quarter EAST WEST: Liquidation Plan Confirmation Hearing Set for Today ELITE LANDINGS: ABRG Plan Outline Hearing Continued Until Jan. 19 ENERJEX RESOURCES: Updates Net Reserves Computation ENVIRONMENTAL INFRASTRUCTURE: Incurs $248,303 Loss in Q3 FNB UNITED: S. Rudy Resigns from Board for Personal Reasons FORUM HEALTH: Ardent's Reimbursement Claim Capped at $1.75MM GENERAL MOTORS: IPO Raises $23.1BB After Over-Allotment GENERAL MOTORS: District Court Affirms Judge Gerber's Decision GENERAL MOTORS: Bankr. Court Issues Ruling on Fee Related Matters GENERAL MOTORS: Committee Amends Objections to $2-Bil. Claims HOPE SPRINGS: Section 341(a) Meeting Scheduled for Jan. 5 HORIZON BANCORP: Incurs $5.7-Mil. Q3 Loss from Bank's Closure IMAGE TRANSFORM: Case Summary & 20 Largest Unsecured Creditors IMH FINANCIAL: Incurs $89.39 Million Net Loss in Sept. 30 Quarter INSULTECH, INC.: Case Summary & 20 Largest Unsecured Creditors IRVINE SENSORS: Issues $323,000 in Promissory Notes IVOICE INC: Incurs $328,537 Net Loss in Third Quarter J & J FRITZ MEDIA: Court Terminates Automatic Stay JENNIFER CONVERTIBLES: Posts $24.3 Million Net Loss in FY 2010 J.W. SNYDER: Case Summary & 7 Largest Unsecured Creditors KRYSTAL KOACH: Gets Court's Interim Nod to Use Cash Collateral KRYSTAL KOACH: Wants to Obtain DIP Financing From Seven One KRYSTAL KOACH: Proposes Krystal-Led Auction for All Assets K-V PHARMACEUTICAL: Missouri Court Alters Plea Agreement Payments LEHMAN BROTHERS: Seeks to Set ADR Process to Settle SPVS Claims LEHMAN BROTHERS: Proposes Settlement with BNY, et al. LEHMAN BROTHERS: Wins Approval to Enter Into Hedging Transactions LEHMAN BROTHERS: Trustee Seeks to Confirm Workers Claims Denial LIVE CURRENT: Posts $650,000 Net Loss in Third Quarter of 2010 MACATAWA BANK: Names C. Hankinson Sr. VP and Chief Credit Officer METRO-GOLDWYN-MAYER: Court to Rule on Joint Amended Plan Dec. 2 METRO-GOLDWYN-MAYER: 3 Members of New Board Selected by Creditors MICHAEL SCHUGG: Trustee Has Access Rights to Indian Land MOTEL 4 BAPS: Ohio Appeals Court Affirms Foreclosure NYC OFF-TRACK: May Shut Down in December Absent Bailout OVERLAND STORAGE: Has Until Dec. 31 to File Plan of Compliance PALM HARBOR: Files for Chapter 11 to Merge Into Fleetwood PALM HARBOR: Case Summary & 30 Largest Unsecured Creditors PEGGY LUCEY: Case Summary & 14 Largest Unsecured Creditors PFF BANCORP: Committee May Sue KPMG to Recoup Preferences POH ASSISTED: Court Keeps Accounting Claims Against Sunrise POINT BLANK: Equity Holders Object to Plan Exclusivity Extension PRM REALTY: Wants Plan Filing Exclusivity Until January 3 RONALD STONE: $3.19MM Judgment Against Waldman et al. Affirmed RQB RESORT: Goldman Renews Request for Sawgrass Foreclosure SAND TECHNOLOGY: Posts C$745,500 Net Loss in Fiscal 2010 SCHUTT SPORTS: Unsecured Creditors Protest Proposed Sale Process SECUREALERT INC: Reaches Deal to Provide Trackers for Bahamas SHUBH HOTELS PITTSBURGH: Wyndham Deal Not Sub Rosa Plan SHUBH HOTELS PITTSBURGH: Creditors Try to Halt Suit by Ex-Owner SIOUX REDI-MIX: Trustee Can Enforce Lien on Operator's Property STILLWATER MINING: Gets Ministerial Approval to Buy Marathon TERRESTAR NETWORKS: Aiming for Jan. 31 Confirmation of Plan TERRESTAR NETWORKS: Proposes Echostar Backstop Agreement TERRESTAR NETWORKS: Proposes to Reject Service Agreements TERRESTAR NETWORKS: Committee Proposes Otterbourg as Counsel TERRESTAR NETWORKS: Series B Preferreds Withdraw Dismissal Plea TRIBUNE CO: Committee More Suited to Pursue Claims, Says Aurelius TRIBUNE CO: Wins Nod for Davis Wright as LA Times Counsel TRICO MARINE: Tidewater Raises Bid to $30.5MM to Win Auction TRICO MARINE: Committee Wants to Pursue Lawsuits TRICO MARINE: Inks Restructuring Support Deal With Noteholders ULTIMATE ESCAPES: Demeure Completes Purchase of Assets UNITED CONTINENTAL: UAL Remains in Mediation with ALPA Pilots UNITED CONTINENTAL: Gives 4Q/Full Year 2010 Projections UNITED CONTINENTAL: Two Directors Disclose Ownership of Stock UNITED WESTERN: Gets Notice of Non-Compliance from NASDAQ VIJAY TANEJA: Court Junks Ch. 11 Trustee's Suit vs. Insurers WORKFLOW MANAGEMENT: Lenders Aim to Head Off Disclosure Hearing * Justice Dept. Inspects Ch. 13 Filings Made to Stop Foreclosures * Janice Hamblin and Pia Norman Thompson Join Gould & Ratner LLP * Large Companies With Insolvent Balance Sheets * Pittsburgh Judge Bruce McCullough Dies at 66 * Former Oklahoma Judge John TeSelle Dies at 88 ********* 94TH AND SHEA: Wants to Use JPMCC's Cash Collateral --------------------------------------------------- 94th And Shea, LLC, asks for authorization from the U.S. Bankruptcy Court for the District of Arizona to use the cash collateral of JPMCC 2007-CIBC19 Shea Boulevard, LLC, until Janaury 2011. The Lender has asserted a $21 million claim against the Debtor, allegedly secured by the Debtor's The Shops And Office at 9400 Shea property. John J. Hebert, Esq., at Polsinelli Shughart PC, explains that the Debtor needs to use rents and other income generated by The Shops And Office to pay for the Debtor's ordinary and necessary operating and reorganization expenses. Additionally, the Debtor requests that the Court enter an order permitting the use of insurance proceeds the Debtor will be receiving within the next 30 days to make the necessary repairs of roof damage that was caused by a recent hailstorm. The Debtor will use the cash collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/94TH_budget.pdf Despite the Debtor's best efforts to negotiate a resolution of Lender's asserted claims against the Debtor, the Debtor was unable to reach an agreement with Lender and filed its voluntary petition for relief on the Petition Date in order to reorganize and restructure its debts and liabilities for the benefit of all parties-in-interest. The Debtor said that its proposed use of cash collateral will not endanger the value of Property claimed as collateral by the Lender. According to the Debtor, maintenance of the Property would only serve to protect the value of the property, and as a result, the Lender's asserted interest. The Debtor stated that the Lender is adequately protected and that the Debtor should be permitted to use of the cash collateral from the Property to pay the expenses associated with maintaining, preserving and improving the Property. JPMCC Requested for Receiver Prior to the Petition Date, JPMCC filed a complaint and application for the appointment of a receiver in the Maricopa County Superior Court. Based on Debtor's bankruptcy filing, the Lender will not seek the appointment of a receiver in the state- court action while this case is pending. The Lender's basis for seeking the appointment of a receiver was twofold. First, several mechanic's liens and lawsuits related to the mechanic's liens have been filed against the Property. To date, Debtor has failed to remove the mechanic's liens or otherwise satisfy the liens against the Property. Second, the Debtor and 94 Hundred Corporate Center LLC continue to operate the Property as a mixed-use commercial, entertainment, and retail center without any payment to JPMCC of the amounts due under the Loan Documents. The Debtor is either collecting monthly rents from 94 Hundred Corporate Center and the other tenants or is allowing 94 Hundred Corporate Center to operate the Property without requiring payment of rent. The Lender is represented by Snell & Wilmer. About 94th And Shea Scottsdale, Arizona-based 94th And Shea, L.L.C., owns and operates a property known as The Shops And Office at 9400 Shea, located at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale, Arizona. It filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. D. Ariz. Case No. 10-37387). John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart, P.C., serve as counsel to the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. 94TH AND SHEA: Files List of 20 Largest Unsecured Creditors ----------------------------------------------------------- 94th And Shea, L.L.C., has filed with U.S. Bankruptcy Court for the District of Arizona its list of 20 largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Caviness Construction, Inc. 12633 North Cave Creek Road No. 3 Phoenix, AZ 85022 $820,382 Pharchitecture 15849 N. 71st Street Scottsdale, AZ 85254 $259,694 Cindy Hammond Churchill Commercial Capital 11811 North Tatum Boulevard, Suite 3083 Phoenix, AZ 85028 Brokerage Fee $63,000 CJS Enterprises LLC $17,727 Division Nine Contracting, Inc. $15,364 E Staff $41,653 Freedom Glass $9,771 Gallagher & Kennedy $14,079 Hunter Engineering $37,602 Lake & Cobb $30,691 Levrose Real Estate $9,525 McCormick Ranch Poa, Inc. $61,484 Michael P. Leary $11,795 Randall Cohen, MD $69,000 S&H Steel $26,478 S&S Paving $14,688 Speedy Gonzales Construction, Inc. $17,870 Stoops, Denious, Wilson & Murray, PLC $8,060 Summit Tax Consulting $7,931 Wye Electric $12,400 About 94th And Shea Scottsdale, Arizona-based 94th And Shea, L.L.C., owns and operates a property known as The Shops And Office at 9400 Shea, located at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale, Arizona. It filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. D. Ariz. Case No. 10-37387). The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. The Debtor filed for Chapter 11 after failing to reach a deal with JPMCC 2007-CIBC19 Shea Boulevard, LLC, which asserts a $21 million claim secured by the property. Prepetition, JPMCC filed a complaint and sought a receiver in the Maricopa County Superior Court to compel the Debtor to remove the mechanic's liens on the Property and compel the Debtor to turnover rents paid by tenants on the Property. John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart, P.C., serve as counsel to the Debtor. The Lender is represented by Snell & Wilmer. 94TH AND SHEA: Taps Polsinelli Shughart as Bankruptcy Counsel ------------------------------------------------------------- 94th And Shea, L.L.C., asks for authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Polsinelli Shughart P.C. as bankruptcy counsel. PS will, among other things: a. prepare pleadings and applications; b. conduct examinations incidental to the administration of the Debtor's bankruptcy case and estate; c. advise the Debtor of its rights, duties, and obligations under Chapter 11 of the U.S. Bankruptcy Code; and d. advise the Debtor in the formulation and presentation of a plan of reorganization pursuant to the Chapter 11 Bankruptcy Code and the accompanying disclosure statement. John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., will lead the engagement. Professionals at PS will charge $135 to $600 per hour for their services. To the best of the Debtor's knowledge, PS is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About 94th And Shea Scottsdale, Arizona-based 94th And Shea, L.L.C., owns and operates a property known as The Shops And Office at 9400 Shea, located at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale, Arizona. It filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. D. Ariz. Case No. 10-37387). The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. The Debtor filed for Chapter 11 after failing to reach a deal with JPMCC 2007-CIBC19 Shea Boulevard, LLC, which asserts a $21 million claim secured by the Property. Prepetition, JPMCC filed a complaint and sought a receiver in the Maricopa County Superior Court to compel the Debtor to remove the mechanic's liens on the Property and compel the Debtor to turnover rents paid by tenants on the Property. John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart, P.C., serve as counsel to the Debtor. The Lender is represented by Snell & Wilmer. ABMD LIMITED: Court Certifies WARN Act Suit as Class Action ----------------------------------------------------------- The Hon. Lawrence S. Walter certifies SCOTT BENT, ET AL., Plaintiffs, v. ABMD LIMITED, Defendant (Bankr. S.D. Ohio Adv. Pro. No. 09-3367), as a class action on behalf of "persons who worked at or reported to one of 'Defendant's Facilities,' . . . and were terminated without cause and without receiving the advanced notice required by the WARN Act, on or about December 30, 2008, within 30 days of December 30, 2008, or in anticipation of, or as the foreseeable consequence of, the mass layoffs or plant closings ordered by Defendant on or about December 30, 2008, and who are affected employees, within the meaning of 29 U.S.C. [Sec.] 2101(a)(5), and who have not submitted a timely request to opt-out of the class." The Court designates Plaintiffs Scott Bent and John Boyd as Class Representatives and appoints Jack Raisner, Esq., and Rene Roupinian, Esq., at Outten & Golden LLP and Ira Thomsen, Esq., to serve as Class Counsel. A copy of Judge Walter's November 17 Decision is available at http://is.gd/hWaVXfrom Leagle.com. Based in Dayton, Ohio, ABMD Limited filed for Chapter 11 bankruptcy petition (Bankr. S.D. Ohio Case No. 09-30130) on January 13, 2009. Richard D Nelson, Esq., at Cohen, Todd, Kite & Stanford LLC, in Cincinnati, Ohio, serves as bankruptcy counsel. The Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts in its petition. AMBAC FIN'L: Asks Standard and Poor's to Withdraw Ratings --------------------------------------------------------- Ambac Financial Group, Inc. requested that Standard and Poor's Ratings Services withdraw its ratings of Ambac Financial Group, Inc., Ambac Assurance Corporation and Everspan Financial Guarantee Corporation. The ratings of Ambac UK, Ltd. were previously withdrawn by S&P. Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICA WEST: Incurs $3.88-Mil. Net Loss in Sept. 30 Quarter ------------------------------------------------------------ America West Resources Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $3.89 million on $2.83 million of total revenue for the three months ended Sept. 30, 2010, compared with a net loss of $2.60 million on $4.37 million of total revenue for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $17.55 million in total assets, $28.50 million in total liabilities, and a stockholders' deficit of $10.94 million. As reported in the Troubled Company Reporter on April 27, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has a working capital deficit and has incurred significant losses. In the Form 10-Q, the Company said, "Beginning in September 2009, all of our major customers either ceased or decreased their acceptance of our coal due to a buildup of coal inventories in the western United States. These unforeseen circumstances in demand resulted in decreased cash flows from operations during the fourth quarter of 2009 and through April 2010. During the second and third quarters of 2010, we executed additional coal sales contracts totaling over $300 million in revenue backlog and have seen demand for our coal increase. However, the deficient cash flows from operations due to lower sales from the fourth quarter of 2009 through the early second quarter of 2010 have resulted in a poor current liquidity position which persisted through the third quarter of 2010. As a result, we need to raise additional capital to meet our working capital needs during 2010." A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7006 About America West Based in Salt Lake City, Utah, America West Resources, Inc., is an established domestic coal producer engaged in the mining of clean and compliant (low-sulfur) coal. The majority of the Company's coal is sold to utility companies for use in the generation of electricity. ANGEL ACQUISITION: Incurs $50,000 Net Loss in Third Quarter ----------------------------------------------------------- Angel Acquisition Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $49,979 on $23,976 of revenue for the three months ended Sept. 30, 2010, compared with a net loss of $264,968 on $38,284 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $1.75 million in total assets, $2.16 million in total liabilities, and a stockholders' deficit of $410,063. According to the Company's annual report on Form 10-K, Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital. In the Form 10-Q, the Company acknowledged that it has been unable to generate sufficient operating revenues and has incurred operating losses. The Company added that it has defaulted on two loan agreements with two lending institutions one of which in October 2010 filed an intent to accelerate the Company's $494,099 credit line. This action accelerated the $494,099 balance becoming due in full. On November 16, 2010, Wells Fargo Bank filed a dismissal in connection with the intent to accelerate and has agreed to a loan modification. The loan modifications have not yet been finalized. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7005 About Angel Acquisition Carson City, Nev.-based Angel Acquisition Corp. was incorporated under the laws of the state of Nevada on March 10, 1999, under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction. The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer. BIGLER LP: Court Confirms 4th Version of Plan --------------------------------------------- The Hon. Jeff Bohm confirms Bigler LP and its debtor-affiliates' Fourth Amended Chapter 11 Plan, following revisions to the Plan's release provisions. On October 27, 2010, the Ashley Elizabeth Scianna Arora Investment Trust and the Stephanie Elizabeth Scianna Investment Trust objected to confirmation of the third version of the Plan, asserting that the Plan does not comply with applicable provisions of the Bankruptcy Code because it provides for a discharge of the Debtors, which is forbidden because the Plan is a liquidating plan. On November 9, 2010, the Court issued an order denying confirmation of the Third Amended Plan and gave the Debtors a deadline to cure the deficiencies regarding the release provisions. The Debtors conducted negotiations with the Trusts, and an agreement was reached among all parties on revised language for the objectionable provisions in the Plan. A copy of the Court's memorandum opinion, dated November 24, 2010, is available at http://is.gd/hWK9Gfrom Leagle.com. About Bigler LP Houston-based Bigler LP is a diversified petrochemical producer. Bigler has production and storage facilities on 271 acres on the Houston Ship Channel. Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston (Bankr S.D. Tex. Case No. 09-38188). King & Spalding LLP serves as the Debtor's bankruptcy counsel. The Debtor estimated assets of $233 million against debt totaling $151 million. Liabilities include $67 million owed to secured lender Amegy Bank NA, which has a lien on all assets. Secured lender Amegy Bank is represented by Porter & Hedges LLP. BIO-BRIDGE SCIENCE: Posts $566,300 Net Loss in Q3 2010 ------------------------------------------------------ Bio-Bridge Science, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $566,261 on $102,852 of revenue for the three months ended September 30, 2010, compared with a net loss of $1.3 million on $142,901 of revenue for the same period last year. The Company's balance sheet at September 30, 2010, showed $5.9 million in total assets, $804,444 in liabilities, all current, and stockholders' equity of $5.1 million. Accumulated deficit was $14,585,265 at Sept. 30, 2010. WEINBERG & COMPANY, P.A., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has experienced recurring losses since inception. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?7009 Oakbrook Terrace, Illinois-based Bio-Bridge Science, Inc., is a biotechnology company whose subsidiaries are focused on the commercial development of HIV-PV Vaccine I, HPV vaccine, colon cancer vaccine, mucosal adjuvant and manufacture and sales of vaccine production-related materials. BLOCKBUSTER INC: Court OKs Committee Probe on Plan Negotiations --------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in Blockbuster Inc.'s Chapter 11 cases to investigate how the Dallas-based Company reached agreement with secured lenders on a Chapter 11 plan that will give unsecured creditors practically nothing. Specifically, the Court allowed the Creditors Committee to examine representatives of certain investigation parties -- which parties include the Debtors, the DIP Agent, the Senior Indenture Trustee, the Backstop Lenders, and probably Carl Icahn -- under Rule 2004 of the Federal Rules of Bankruptcy Procedure. As previously reported, the Creditors Committee said it is seeking information to understand the Debtors' prepetition affairs, the validity of prepetition debt, and the negotiation of the Plan Support Agreement dated as of September 22, 2010, which gives unsecured creditors a de minimis return at best. Prior to the entry of the order, U.S. Bank National Association, as indenture trustee and as collateral agent for the 11.75% Senior Secured Notes Due 2014 issued by Blockbuster Inc., argued that the request is objectionable because it appears to seek authorization to serve requests for production and witnesses for depositions under Rule 30(b)(6) of the Federal Rules of Civil Procedure without any opportunity to object to the scope or subject matter of those Document Requests in any way whatsoever. U.S. Bank also asserted that many of the Document Requests are plainly overbroad, unduly burdensome, or otherwise objectionable. Judge Lifland ruled that subject to agreement with the Creditors Committee on the terms of a protective order, which the parties will endeavor in good faith to promptly negotiate, the Backstop Lenders will produce documents to the Creditors Committee and submit to oral examination pursuant to the agreements reached between their counsel. Judge Lifland also directed the Backstop Lenders to immediately take affirmative steps to preserve electronic correspondence, including all correspondence among the other Investigation Parties. The date, time and location of oral examination will be agreed upon by the Creditors Committee and the Backstop Lenders. The Debtors will produce documents to the Creditors Committee pursuant to the agreements reached between their counsel, Judge Lifland ruled. He also directed the Debtors to preserve electronic correspondence, including those among the other Investigation Parties. The Creditors Committee is authorized to issue document and oral examination subpoenas to persons and entities as it deems appropriate in furtherance of its Rule 2004 investigation, subject to the right of that person or entity to interpose responses or objections. In the event the Debtors and Backstop Lenders fail to comply with the provisions of the Order, or the DIP Agent and Senior Indenture Trustee fail to comply with their agreements with the Creditors Committee, as stated on the record at the November 23, 2010 hearing, the Creditors Committee will be permitted to seek an immediate conference with the Court, subject only to the Court's availability and provided that the Creditors Committee will have given the applicable party or parties at least three day's notice, the Court held. Judge Lifland further ruled that the Order is without prejudice to the rights of (i) the Creditors Committee to petition the Court for an extension of its investigation period in the absence of consent from the DIP Lenders and to seek a ruling in connection therewith that any extension granted by the Court over the objection of the DIP Lenders will not constitute an Event of Default under the DIP Credit Agreement, (ii) the Creditors Committee to apply for further discovery of any other material witness or document, or (iii) any party to object to any petition for an extension of the investigation period or application for further discovery by the Creditors Committee. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Proposes to Assume National Union Insurance Pacts ------------------------------------------------------------------ Blockbuster Inc. and its 11 debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of New York to: (a) assume certain insurance agreements between them and National Union Fire Insurance Company of Pittsburgh, Pa., on behalf of itself and certain related insurance companies, in their entirety, spanning the period from September 30, 1999, through September 30, 2010; and (b) enter into renewals of certain insurance policies with the Insurers. As previously reported, the Debtors are required to maintain certain insurance programs in connection with the operation of their business. From September 30, 1999, until September 30, 2010, National Union provided the Debtors with certain workers' compensation, including employers' liability, general liability and automobile liability insurance coverages pursuant to a series of policies. The Policies are governed by certain indemnity and payment agreements, as well as any related endorsements, schedules, addendum and other documents. The Insurance Program Agreements are an integral part of the Debtors' Insurance Program. As security for the Debtors' obligations under the Existing Insurance Program, the Debtors currently have an outstanding letter of credit, which has been fully cash collateralized, for $24 million issued for the benefit of the Insurers. Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that notwithstanding extensive attempts to obtain competing proposals, the Debtors were unable to procure a more competitive bid from an insurance company other than National Union. Therefore, to ensure continued coverage during the Chapter 11 cases, the Debtors entered into the Renewal Insurance Program with National Union to provide them with workers' compensation, general liability and automobile liability insurance coverage for the period September 30, 2010, through September 30, 2011. To secure the renewal of the insurance programs, the Debtors were required to provide an additional $4.6 million of cash security as collateral for the benefit of the Insurers. In compliance with the terms of the Policies, the Debtors have paid all required premiums and now seek the Court's approval of the Renewal Insurance Program, and authority to assume the Existing Insurance Program and cross-collateralize the obligations under the Existing Insurance Program with the collateral provided as part of the Renewal Insurance Program. The Court will convene a hearing on December 16, 2010, to consider the request. Objections are due on December 8. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: 3501 McKinney Wants Prompt Decision on Contract ---------------------------------------------------------------- 3501 McKinney, Ltd., asks the Bankruptcy Court to compel Blockbuster, Inc., to assume or reject an executory contract in accordance with Section 365(d)(2) of Bankruptcy Code. McKinney is the owner of the retail center at 3501 McKinney Avenue in Dallas, Texas, in which the Debtor's store number 48319 is located. The Debtor is a party to a Ground Lease with 3501 McKinney dated October 7, 1996, together with subsequent amendments to the Ground Lease. Prior to the bankruptcy filing, the Debtor defaulted under the terms of the Lease and owes prepetition rent to McKinney, but has been current on postpetition rent payments, Elisabeth A. Wilson, Esq., at Winstead PC, in Dallas, Texas -- ewilson@winstead.com -- informs the Court. She says that the current annual minimum rent under the terms of the Lease is $110,890. Blockbuster has recently informed McKinney in writing that the current rent on the space "greatly exceeds" what the Debtor can afford on a yearly basis, Ms. Wilson relates. She adds that the Debtor has proposed terms under which it can renew the Lease that are unacceptable to McKinney. Under the terms of the Lease, the Debtor is also obligated to pay the ad valorem property taxes for the Location directly to the taxing authorities. The ad valorem property taxes for 2010 for the Location are currently due and owing, and the Debtor's share of that obligation is $56,239, Ms. Wilson avers. The Debtor has indicated that it is only able to sustain the Location at a rental rate that is far below both the current contract rent and the prevailing market rent, which is unacceptable to McKinney, Ms. Wilson contends. Based on the Debtor's stated inability to afford the rent for the Location, it appears that the Debtor will be unable to perform its obligations under the Lease going forward, she asserts. McKinney needs assurance of whether the Debtor intends to continue occupying the space and whether the Debtor will be able to pay the property tax obligation currently due and owing, Ms. Wilson explains. If the Debtor is unable to promptly assume its obligations under the Lease, McKinney must make arrangements for payment of the Debtor's portion of the property taxes and begin marketing the Location to find a new tenant, she continues. Therefore, McKinney asks that the Debtor either assume or reject the Lease. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BRIGGS-COCKERHAM: N.D. Texas Court Dismisses Chapter 11 Case ------------------------------------------------------------ The Hon. Barbara F. Houser dismisses the Chapter 11 case of Briggs-Cockerham, L.L.C., at the behest of Harvey L. Morton, the chapter 11 Trustee of Vallecito Gas, LLC. The Court concludes that the Trustee has established that (i) there is substantial or continuing loss to or diminution of the B-C estate and the absence of a reasonable likelihood of rehabilitation, and (ii) the bankruptcy filing by B-C lacks good faith. The Trustee, B-C, and certain defendants are locked in battle over who holds interests in a mineral lease, located on the land of the Navajo Nation in San Juan County, New Mexico, known as the "Hogback Lease." B-C held 100% of the membership interests in Vallecito. A copy of the Court's Memorandum Opinion, dated November 23, 2010, is available at http://is.gd/hWdfifrom Leagle.com. Based in Carrollton, Texas, Briggs-Cockerham LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Texas Case No. 10-41219) on April 16, 2010. Tracey Ford Spillman, Esq., in Addison, Texas, serves as bankruptcy counsel. The Debtor estimated both assets and debts at $1 million to $10 million in its petition. At the behest of the United States Trustee, the case was transferred (Bankr. N.D. Texas Case No. 10-34222) on June 1, 2010. BROADSTRIPE LLC: Lenders Seek to Block Preference Suits ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Broadstripe LLC and its official committee of unsecured creditors previously signed a stipulation allowing the committee to sue for the recovery of preferential payments received within 90 days of bankruptcy on account of overdue debt. The agreement capped the committee's fees at $35,000. If preference suits aren't filed by Jan. 2, they will be lost because there is a two-year statute of limitations, and Broadstripe has been in Chapter 11 almost two years. Mr. Rochelle relates that Highland Capital Management LP, the secured lender, however, notified Broadstripe that it would terminate the use of cash if the Company didn't withdraw its support for allowing preference suits. The committee said in a court filing that Highland doesn't want certain customers sued for preferences. The bankruptcy court will be required to rule on the controversy at a hearing on Dec. 13. About Broadstripe LLC Headquartered in Chesterfield, Missouri, Broadstripe LLC -- http://www.broadstripe.com/-- provides videos and telephone services to consumers and business in Maryland, Michigan, Washington and Oregon. The Company and five of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006) on Jan. 2, 2009. Attorneys at Ashby & Geddes, and Gardere Wynne Sewell LLP represent the Debtors in their restructuring efforts. The Debtors tapped FTI Consulting Inc. as their restructuring consultant, and Epiq Bankruptcy Consultants LLC as their claims agent. In its petition, Broadstripe estimated assets and debts between $100 million and $500 million. Broadstripe has been in Chapter 11 more than 18 months thus any creditor can file a plan. BROCK TUCY: Has Access to Digital Federal's Cash Until Jan. 28 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Brock P. Tucy to access to the cash collateral of Digital Federal Credit Union until January 28, 2011. The Debtor would use income generated from its operations to maintain and operate its Yogi Bear Jelly Stone Park property. The Debtor owes Digital Federal $5,100,000 pursuant to a secured promissory note. As adequate protection for any diminution in value of the lender's collateral, the Debtor proposes to grant Digital replacement liens on property of the estate which the lienholder held as of the Petition Date. About Brock P. Tucy East Wareham, Massachusetts-based Brock P. Tucy owns and operates a recreation park known as Yogi Bear Jelly Stone Park with 332 developed RV sites located at East Wareham, Massachusetts filed for Chapter 11 protection on December 16, 2009 (Bankr. D. Mass. Case No. 09-22152). Norman Novinsky, Esq., at Novinsky & Associates assists the Debtor in the restructuring effort. The Debtor disclosed $18,190,005 in assets and $7,381,151 in debts as of the Petition Date. CABI DOWNTOWN: Everglades on the Bay Condos Sold for $141-Mil. -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a group of investors including Rockwood Capital LLC completed the acquisition of Cabi Downtown LLC's 49-story Everglades on the Bay condominium in Miami, for $141 million cash. Other members of the purchasing group are Duncan Hillsley Capital and Fortune Capital Management Services. Mr. Rochelle relates that the sale was carried out under a Chapter 11 plan that the bankruptcy judge in Miami approved in a confirmation order this month. Originally, the mortgage lender Bank of America NA was to take title under the plan in exchange for the $207 million it was owed. Confirmation was delayed when the bank came up with a buyer to purchase the debt and take title to the property under the plan. Mr. Rochelle notes that under the confirmed plan, unsecured creditors would recover 32% recovery on $3 million in claims. Absent the sale, unsecured creditors would have recovered 25%, as provided in the original iteration of the plan. About Cabi Downtown Aventura, Florida-based Cabi Downtown, LLC, operates a real estate business and owns the 49-story Everglades on the Bay condominium in Miami. The condominium project has 849 units in two towers, with 60,000 square feet of retail space. The Company is owed by GICSA, which says it is the largest and most profitable real estate developer in Mexico. The Company filed for Chapter 11 on Aug. 18, 2009 (Bankr. S.D. Fla. Case No. 09-27168). The Debtor's legal advisors are Kasowitz, Benson, Torres & Friedman LLP; and Bilzin Sumberg Baena Price & Axelrod LLP. In its petition, the Debtor listed assets and debts both ranging from US$100 million to US$500 million. CAESARS ENTERTAINMENT: Drops Stock Registration as IPO Cancelled ---------------------------------------------------------------- In a Form 15 filing with the Securities and Exchange Commission dated November 26, 2010, Caesars Entertainment Corporation, formerly Harrah's Entertainment Inc., said it is terminating its registration of these securities: * Common Stock, $0.01 par value (registered pursuant to the registrant's Form 8-A (File No. 000-53108)) * Guarantee of 5.625% Senior Notes due 2015 * Guarantee of 6.50% Senior Notes due 2016 * Guarantee of 5.75% Senior Notes due 2017 * Guarantee of 10.00% Second-Priority Senior Secured Notes due 2015 * Guarantee of 10.00% Second-Priority Senior Secured Notes due 2018 * Guarantee of 10.00% Second-Priority Senior Secured Notes due 2018 * Guarantee of 11.25% Senior Secured Notes due 2017 * Guarantee of 10.75% Senior Notes due 2016 * Guarantee of 10.75% Senior Toggle Notes due 2018 MarketWatch reported November 19 that Harrah's canceled its $500 million initial public offering, "due to market conditions." Harrah's planned to sell 31.25 million shares of common stock at an estimated price range of $15 a share to $17 a share. The stock would have traded under the name Caesars Entertainment Corp. under the symbol CZR on the Nasdaq Global Select Market. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Harrah's carries 'Caa3' long term corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B-' issuer credit rating, with 'stable' outlook, from Standard & Poor's. Caesars Entertainment Inc. carries a 'Ca' long term rating from Moody's. CAROL KARLOVICH: Status Conference Set for Jan. 18 -------------------------------------------------- San Diego County Credit Union seeks relief from the automatic stay in the Chapter 11 case of Carol Karlovich to conduct a nonjudicial foreclosure of the Debtor's Knoll Road property. SDCCU stipulates to the Debtor's value of $1.33 million. SDCCU is owed more than $2.8 million. SDCCU's core argument is that the Knoll Road property is not necessary to an effective reorganization. To the contrary, it impairs a reorganization. The Debtor proposes to strip down the undersecured portion of the debt -- approximately $1.477 million -- and add that amount to the unsecured debt to be addressed in the Debtor's Chapter 11 plan. SDCCU argues even if that were accomplished, the Knoll Road property would generate little net cash flow to the estate -- as acknowledged by Debtor in her draft disclosure statement -- for the next several years, while adding a large amount of debt to the class of unsecured creditors, thereby diluting the return to other unsecured creditors significantly. The Hon. Peter W. Bowie holds that the absolute priority rule applies to individual chapter 11 debtors, and will conduct a status conference on the Credit Union's motion at 10:30 a.m. on January 18, 2011. A copy of Judge Bowie's November 16 Order is available at http://is.gd/hW43zfrom Leagle.com. As reported by the Troubled Company Reporter on October 27, 2010, Ms. Karlovich and Karlovich Financial, LLC, submitted to the U.S. Bankruptcy Court for the Southern District of California a proposed Plan of Reorganization and an explanatory Disclosure Statement. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides that after the effective date, the Debtors will conduct business, including the management of their commercial real estate business, leasing the Debtors' properties or seeking to sell or refinance the same properties. Under the Plan, the Reorganized Debtor will retain ownership of and control of the Reorganized Debtor. The Debtors anticipate that holders of allowed unsecured claims will receive a distribution of roughly 34.23% of the amount of their claim by the expiration of the Plan. Secured claims will retain their security interests or otherwise will be paid in full upon the sale of real property, the refinancing of loans or under modified terms as agreed to by the Debtors and the secured claim holder. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CarolKarlovich_DS.pdf About Carol Karlovich La Jolla, California-based Carol Karlovich filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-10860) on June 22, 2010. John L. Smaha, Esq., at Smaha Law Group, APC, assists Ms. Karlovich in her restructuring effort. Ms. Karlovich estimated her assets and debts at $10 million to $50 million. Affiliated entity, Karlovich Financial, LLC, also filed for Chapter 11 protection (Bankr. S.D. Calif. Case No. 10-10862) on June 22, 2010, estimating $1 million to $10 million in both assets and debts. CATHOLIC CHURCH: Wilm. Opposes Creditors' Hiring of Morgan Lewis ---------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., and its Official Committee of Lay Employees filed separate objections to the Official Committee of Unsecured Creditors' application to retain Morgan, Lewis & Bockius LLP as its special pension counsel. The Diocese does not understand how, more than a year after the issues relating to the Lay Pension Plan and the Clergy Pension Plan were outlined in certain declaration and schedules of assets and liabilities and after thorough litigation of issues relating to the Clergy Pension Fund and threatened litigation regarding disbandment of the Employee Committee, the Creditors Committee now needs independent pension counsel "to evaluate all issues relating to the Lay Pension Plan and the Clergy Pension Plan," Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court. This is particularly so in light of the Plan of Reorganization's deferral of litigation of the issues until the post-confirmation period, when the trustee of the Plan Trust, an independent fiduciary acting on behalf of all creditors, can decide whether, and if so, how, to pursue these issues, Mr. Brady contends. There is not a single issue the Creditors Committee identifies as necessitating special pension counsel that needs to be resolved prior to confirmation of the Plan, nor is there any reason to believe that Pachulski Stang, having fully litigated issues relating to the restrictedness of the Clergy Pension Fund and having commenced litigation regarding the Lay Pension Plan, is incapable of advising the Creditors Committee on whatever issues they legitimately need to understand in connection with the Plan, Mr. Brady asserts. For these reasons, the Creditors Committee has not demonstrated a present need for pension counsel, and the Application is, at best, premature, Mr. Brady says. He adds that if the Creditors Committee is authorized to retain special pension counsel at this point in the case, the Diocese has a real concern the Creditors Committee will simply declare litigation "war" on the Employee Committee, which in turn will defend itself and its constituency, all at significant cost to the bankruptcy estate. In its objection, the Employee Committee contends that whatever reason the Creditors Committee may offer in support of its strident opposition to the appointment of the Employee Committee, the Application should be denied as it is devoid of any specific facts showing the necessity of the proposed employment of additional pension counsel. In fact, the Application fails to explain why additional pension counsel is needed, let alone pension counsel at this stage of the proceedings, when the solicitation of the Plan and Disclosure Statement are pending before the Court, the Employee Committee adds. The Diocese and the Employee Committee previously opposed the erroneous deadline to file objections stated in the Application, which set the deadline for November 16, 2010. The correct deadline was November 23. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Del. Court Enters Verdict vs. Former Priest ------------------------------------------------------------ Delaware Superior Court Judge James Vaughn, Jr., entered a verdict on November 15, 2010, against former priest Francis DeLuca with respect to the complaint file by John Vai, The Associated Press reported. Mr. Vai alleges that he was abused repeatedly by Mr. DeLuca in the 1960s at St. Elizabeth's parish in Wilmington, the report said. Randall Chase of AP said that a jury still must decide on damages against Mr. DeLuca, who has not attended the trial and whose attorney withdrew from the case because he was not being paid by the Catholic Diocese of Wilmington, Inc. The jury will also decide on Mr. Vai's negligence claim against St. Elizabeth's, which denies responsibility for Mr. DeLuca's actions. Shortly after Judge Vaughn entered his ruling, he learned his mother had died and the trial was put on hold, Mr. Chase also reported. As previously reported, Mr. Vai's case is one of the eight cases that Bankruptcy Court Judge Sontchi allowed to proceed against the Non-Debtor Defendants, which include St. Elizabeth's. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Final Decree Closing Fairbanks Case Entered ------------------------------------------------------------ Judge Donald MacDonald IV of the United States Bankruptcy Court for the District of Alaska entered a final decree and order closing the Chapter 11 case of the Catholic Bishop of Northern Alaska. Judge MacDonald noted that the Reorganized Diocese has paid all fees required to be paid pursuant to Section 1930 of the Judicial and Judiciary Procedures Code, and that all motions and contested matters have been resolved. All adversary proceedings have also been resolved and dismissed or the Settlement Trustee has been substituted in for the Diocese. The Court will retain the jurisdiction reserved to it under the Confirmed Plan of Reorganization and the confirmation order. The Bankruptcy Court meanwhile approved the compensation and fees for professional services rendered by Cook Schuhmann & Groseclose, Inc., as special counsel for the Catholic Bishop of Northern Alaska for the period from March 1, 2008, through March 19, 2010. Judge MacDonald allowed Cook Schuhmann to be paid $137,508 for compensation, and $2,844 as reimbursement of actual and necessary expenses. About the Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. In its schedules, the Debtor disclosed total assets of $13,316,864 and total liabilities of $1,838,719 as of the Petition Date. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on January 15, 2009. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CHEM RX: Loses Plan Exclusivity to Committee, Lenders ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a bankruptcy judge in Delaware entered an order giving the Official Committee of Unsecured Creditors in Chem Rx Corp.'s cases and the first-lien lenders the right to file a plan jointly. Except for the committee and the lenders, Chem Rx's exclusive right to propose a plan was extended to Jan. 31. Long Beach, N.Y.-based Chem RX Corporation, aka Paramount Acquisition Corp. -- http://www.chemrx.net/-- is a major institutional pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, Pennsylvania and Florida. Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities. Chem Rx annually provides more than six million prescriptions to more than 69,000 residents of more than 400 institutional facilities. The Company and five affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 10-11567) on May 11, 2010. Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, LLP, represent the Company in its restructuring. Cypress Holdings, LLC, is the Company's financial advisor. RSR Consulting, LLC, is the Company's chief restructuring officer. Brunswick Group LLP is the Company's public relations consultant. Grant Thornton LLP is the Company's independent auditor. Lazard Middle Market LLC is the Company's investment banker. Eichen & Dimeglio PC is the Company's tax advisor. Kurtzman Carson Consultants is the Company's claims and notice agent. The Company disclosed $169,690,868 in assets and $178,281,128 in debts as of February 28, 2010. Chem Rx changed its name to CRC Parent Corp. following the sale of its business to PharMerica Corp. at a bankruptcy court-sanctioned auction. PharMerica paid $70.6 million and assumed specified liabilities. CHENIERE ENERGY: Paulson & Co. Discloses 7.3% Equity Stake ---------------------------------------------------------- Paulson & Co. Inc. disclosed in a Schedule 13D filing with the Securities and Exchange Commission on November 26, 2010, that it beneficially owns 4,209,985 shares of common stock of Cheniere Energy, Inc. representing 7.3% of the outstanding shares. As of November 1, 2010, there were 57,643,732 shares of Cheniere Energy Common Stock, $0.003 par value, issued and outstanding. Other subsidiaries of the Paulson & Co. also own these shares: Amount of Shares Beneficially Owned Equity Stake ------------------ ------------ Paulson Partners L.P. 100,181 0.2% Paulson Partners Enhanced, L.P. 122,829 0.2% Paulson International Ltd. 283,448 0.5% Paulson Advantage Select Ltd. 12,386 0.1% Paulson Advantage Master Ltd. 714,444 1.2% Paulson Advantage Plus Master Ltd. 2,018,580 3.5% Paulson Enhanced Ltd. 765,194 1.3% John Paulson 4,209,985 7.3% About Cheniere Energy Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/ -- is a Houston-based energy company primarily engaged in LNG related businesses, and owns and operates the Sabine Pass LNG receiving terminal and Creole Trail pipeline in Louisiana. Cheniere is pursuing related business opportunities both upstream and downstream of the Sabine Pass LNG receiving terminal. Cheniere is also the founder and holds a 30% limited partner interest in another LNG receiving terminal. Cheniere Energy reported a net loss of $40.6 million for the quarter ended September 30, 2010, compared with a net loss of $42.5 million for the comparable 2009 period. Revenue was $68.25 million in the third quarter of 2010 compared with $56.33 million in the same period in 2009. The Company's balance sheet at Sept. 30, 2010, showed $2.61 billion in total assets, $354.40 million in total current liabilities, $2.59 billion in long-term debt, $74.63 million in long-term debt - related to parties, $30.73 million in deferred revenue, $2.31 million in other non-current liabilities, and a stockholders' deficit of $431.01 million. CHINA IVY: Posts $363,400 Net Loss in September 30 Quarter ---------------------------------------------------------- China Ivy School, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $363,392 on $1.57 million on revenue for the three months ended September 30, 2010, compared with a net loss of $391,278 on $1.65 million of revenue for the same period last year. The Company's balance sheet as of September 30, 2010, showed $15.8 million in total assets, $14.4 million in total liabilities, and stockholders' equity of $1.4 million. Michael T. Studer CPA P.C., in Freeport, N.Y., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that as of Dec, 31, 2009, and 2008, the Company had cash of $46,187 and $58,984, respectively, and working capital deficits of $11.0 million and $13.3 million, respectively. In addition, the Company had an accumulated deficit of $5.1 million and $4.3 million as of Dec. 31, 2009, and 2008, respectively. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?7008 Based in Jiangsu Province, P.R. China, China Ivy School, Inc. was incorporated in the State of Nevada. The Company operates an educational facility under the name "Blue Tassel School" which provides a comprehensive curriculum required by the government of the People's Republic of China, supplemented by a broad range of elective courses which may be chosen from by the school's students. CITADEL BROADCASTING: Moody's Puts 'Ba3' Rating on $500 Mil. Notes ------------------------------------------------------------------ Moody's Investors Service assigned Citadel Broadcasting Corporation's proposed $400 million senior secured first-lien credit facilities a Baa3 rating, and its proposed $500 million senior unsecured notes a Ba3 rating. Citadel plans to utilize the net proceeds along with cash on hand to refinance its existing term loan. Since the company will move from an all-bank debt capital structure to a bank-and-bond structure, Moody's changed the company's Probability of Default Rating to Ba2 from Ba3 to reflect the lower probability of default present in such hybrid debt structures. The company's existing Ba2 Corporate Family Rating is not affected. The Speculative Grade Rating remains SGL- 2 and the rating outlook remains stable. This is a summary of the actions: Upgrades: Issuer: Citadel Broadcasting Corporation -- Probability of Default Rating, Upgraded to Ba2 from Ba3 Assignments: Issuer: Citadel Broadcasting Corporation * Senior Secured Revolving Credit Facility, Assigned Baa3, LGD2 - 15% * Senior Secured Term Loan Facility, Assigned Baa3, LGD2 - 15% * Senior Unsecured Notes, Assigned Ba3, LGD5 - 71% Ratings Rationale The proposed senior secured credit facility consists of a $150 million 3-year revolver and a $250 million 6-year term loan B. The Baa3 rating on the facility reflects its senior most position in the capital structure and benefits of the collateral package, which includes a first priority lien on all the assets and stock of domestic subsidiaries and 65% of capital stock of foreign subsidiaries. The rating also reflects the cushion provided by the senior unsecured notes which make up the majority of the debt structure. The terms of credit facility include an excess cash flow sweep of 50% if secured leverage exceeds 1.0x and total leverage exceeds 3.0x. The proposed senior unsecured notes have an 8-year tenor and are guaranteed by material domestic subsidiaries. The Ba3 rating on the notes reflects their lower rank in the capital structure and that they are unsecured. The notes benefit however, from guarantees from Citadel's operating subsidiaries. The Ba2 CFR reflects the company's moderate post-emergence debt- to-EBITDA ratio of around 3.6x as of 9/30/10 (incorporating Moody's standard adjustments) and Moody's expectation that over the intermediate term, Citadel will apply free cash flow towards debt repayment in order to strengthen its balance sheet and sustain financial leverage in the low 3.0x range (including Moody's standard adjustments). Citadel's ratings also reflect its significant exposure to cyclical advertising spending as evidenced by the company's steep revenue decline during the 2009 recession. The rating considers the company's strong EBITDA margins, in the 30% range, and significant cash flow generated from a well- clustered radio station portfolio that is diversified by programming formats, geographic regions, audience demographics and advertising clients. In Moody's opinion, Citadel's experienced management team and its commitment to prudent financial policies, including an expected balanced allocation of some of its cash generation towards debt reduction, in addition to acquisitions and shareholder returns, provide incremental support to the company's ratings. The SGL-2 rating incorporates Moody's expectation that Citadel will maintain a good liquidity position over the next twelve months. Internal sources of liquidity include cash on hand and projected free cash flow of over $100 million per year, which together provide ample liquidity to cover the company's operating cash needs and $2.5 million of annual term loan amortization. Moody's anticipates that there will be more than adequate cushion under the company's leverage and interest coverage tests and that the company will remain in compliance with financial covenants over the next twelve to eighteen months. Rating Outlook The stable outlook reflects Moody's view that Citadel will use free cash flow to reduce debt and leverage to about 3.3x (Moody's standard adjustments add about 0.3x to the company's reported leverage ratio) over the next 12 months. While visibility regarding economic conditions in 2011 remains fairly limited at this point, the outlook assumes that the company will maintain a good liquidity profile that will provide it sufficient financial flexibility to manage through a double-dip recession, should the economy again falter. What Could Change the Rating -- Up The ratings could face upward pressure if Citadel demonstrates both the ability and willingness to reduce absolute debt to around $600 million or less, and sustain debt-to-EBITDA at or under 2.75x (with Moody's standard adjustments). An upgrade would also require a long-term commitment from management to maintain a conservative balance sheet at these levels and balance creditor and shareholder interests in a prudent manner. What Could Change the Rating -- Down Debt-to-EBITDA leverage sustained above 4.0x due to a sustained decline in profitability driven by a prolonged cyclical downturn or a secular downturn driven by continued audience and ad dollar losses to alternative media channels, could result in a rating downgrade. Additionally, large debt financed acquisitions that would increase debt and leverage to above $950 million and 4.0x, respectively, and/or shareholder distributions and erosion of the liquidity profile would also likely have negative credit ratings implications. The last rating was on August 11, 2010, when Moody's assigned the company a Ba2 CFR and Ba3 PDR in conjunction with the company's emergence from Chapter 11 in June 2010. Citadel Broadcasting Corporation, with its headquarters in Las Vegas, Nevada, is a radio broadcaster comprised of 166 FM and 59 AM stations in more than 50 markets. For the LTM period ended September 30, 2010, Citadel generated revenues of $741 million. CITADEL BROADCASTING: S&P Assigns 'BB+' Rating to $400 Mil. Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned ratings to Las Vegas- based Citadel Broadcasting Corp.'s proposed $400 million senior secured credit facilities, consisting of a $250 million term loan due 2016 and a $150 million revolving credit facility due 2013. S&P rated these credit facilities 'BB+' (two notches higher than its 'BB-' corporate credit rating on the company) with a recovery of '1', indicating S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. At the same time, S&P assigned Citadel's proposed $500 million senior unsecured notes due 2018 S&P's issue-level rating of 'BB-' (at the same level as the 'BB-' corporate credit rating) with a recovery rating of '3', indicating its expectation of meaningful (50% to 70%) recovery for noteholders in the event of a payment default. In addition, S&P affirmed its 'BB-' corporate credit rating on Citadel. The rating outlook is stable. "The 'BB-' rating and stable outlook reflect Standard & Poor's Ratings Services' opinion of Citadel's improved financial flexibility following its bankruptcy," said Standard & Poor's credit analyst Michael Altberg. "The elimination of roughly 65% of its debt load should allow the company to generate healthy discretionary cash flow and maintain adequate liquidity despite the potential for longer-term secular declines in radio." S&P expects Citadel to generate EBITDA growth in the high-20% area in 2010 because of a cyclical advertising rebound and cost-cutting actions taken during the economic downturn. Based on this expectation, S&P believes pro forma lease-adjusted debt to EBITDA of about 3.5x as of Sept. 30, 2010, could improve to the low-3x area in 2011. S&P's stable rating outlook incorporates its expectation that Citadel will maintain adequate leverage and liquidity to support the 'BB-' rating over the next 12 to 18 months. However, S&P remains uncertain about the growth prospects for radio broadcasting beyond 2011 and see the risk that radio growth will continue to significantly lag GDP growth. The industry still faces competition from alternative media, depressed ad rates, and obstacles in developing digital as a significant revenue contributor. These factors figure prominently in S&P's view that Citadel has a weak business profile. The company's good geographic diversity and competitive position in midsize and large markets, high EBITDA margins, and good conversion of EBITDA to discretionary cash flow are positive factors that do not offset these risks. S&P views Citadel's financial risk profile as aggressive because of risks around the stability of discretionary cash flow over the foreseeable future. Citadel is the third-largest radio operator in revenues, with 166 FM and 59 AM radio stations in 50 markets, ranking from No. 1 to No. 279 in market revenue. The company generally has leading positions in its small and midsize markets, but faces fierce competition in its large markets, where its stations tend to lag competitors in audience and revenue share. CLASSICSTAR, LLC: Court OKs Settlement with Gastar Exploration -------------------------------------------------------------- Gastar Exploration Ltd. said the United States Bankruptcy Court for the Eastern District of Kentucky has approved the prior announced Settlement Agreement between Gastar Exploration and the Bankruptcy Trustee for ClassicStar, LLC regarding the In re ClassicStar Mare Lease Litigation matter. The settlement agreement, reflecting the definitive terms of the settlement of all seven ClassicStar matters in which Gastar was named, was contingent upon approval by the bankruptcy court overseeing the Chapter 7 liquidation of ClassicStar, LLC. With this approval, Gastar said it would pay to the plaintiffs an aggregate of $21.15 million in cash, including an initial $18.0 million payment to be paid within 10 business days of the docket entry of the approval order and the remaining $3.15 million in 16 monthly payments, the first of which will be $150,000 and the next 15 of which will be $200,000 each, in exchange for dismissal of all existing and potential future claims of the plaintiffs in all seven cases filed against Gastar. About ClassicStar LLC Headquartered in Lexington, Kentucky, ClassicStar LLC operated as a thoroughbred horse breeder. The Company also leased horses and rents out the reproductive systems of select thoroughbred mares. The Company filed for Chapter 11 protection Sept. 14, 2007 (Bankr. E.D. Ky. Case No.07-51786). Attorneys at Henry Watz Gardner Sellars & Gardner, PLLC, represented the Debtor while attorneys at Stites & Harbison, PLLC, represented the Creditors Committee. In April 2008, Judge William S. Howard converted the case to a Chapter 7 liquidation, at the behest of the U.S. Trustee. In its petition, the Debtor said assets totalled T $227 million, comprised of account receivable from National Equine Lending Corp., and debts of $72.7 million. CORNALLGROUP LLC: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Cornallgroup LLC 1160 Kinbrae Avenue Hacienda Heights, CA 91745 Bankruptcy Case No.: 10-60644 Chapter 11 Petition Date: November 25, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Jaime G. Monteclaro, Esq. LAW OFFICES OF JAIME G. MONTECLARO 10900 E. 183rd Street, Suite 320 Cerritos, CA 90703 Tel: (562) 865-9356 Fax: (562) 246-0200 E-mail: attymonteclaro@gmail.com Scheduled Assets: $777,800 Scheduled Debts: $1,042,655 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-60644.pdf The petition was signed by Susana Tubianosa, president. DEFI GLOBAL: September 30 Balance Sheet Upside-Down by $5MM ----------------------------------------------------------- DeFi Global, Inc.'s balance sheet at September 30, showed total assets of $2,452,706, total liabilities of $7,409,503, and a stockholders' deficit of $4,956,796. For three months ended September 30, the Company incurred a net loss of $626,814 compared with net loss of $617,440 for the same period in 2009. Total revenue was $80,651 for the third quarter of 2010, compared with $422,842 in the same period in 2009. The Company noted in the Form 10-Q that at September 30, it had $0 in cash on hand. Cash flows from operations are not currently sufficient to fund operations and corporate expenses. During the period it received proceeds from notes payable of approximately $765,000 to support operating and investing deficits. A total of $25,000 in principal payments was made on the notes payable during this same period. A full-text copy of the Form 10-Q is available for free at: http://ResearchArchives.com/t/s?6ff8 About DeFi Global Scottsdale, Ariz.-based DeFi Global, Inc. (OTC BB: LCHL) through its subsidiary DeFi Mobile, Ltd., has architected, built and deployed, a Large IP Network infrastructure that can host, support and deliver Applications and Services including voice, video, gaming, multi-media, and digital content over the internet to hot spots, desktop computers and all manner of handheld devices. Called the "DeFi Global Network", this Network can provide global mobile broadband service at speed comparable to fixed wire broadband for multiple mobile Internet access devices, or IADs. Going Concern Doubt Chisholm, Bierwolf, Nilson & Morrill, in Bountiful, Utah, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficit and is dependent of financing to continue operations. DEL MONTE: Moody's Reviews 'Ba2' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service placed the ratings of Del Monte Corporation, including its Ba2 Corporate Family Rating, on review for possible downgrade following the company's announcement that it has entered an agreement to sell itself to an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners and Centerview Partners. The review reflects Moody's expectation that the transaction will result in higher leverage and possibly a more aggressive business strategy. The transaction reportedly calls for a $19.00 per share (approximately $4 billion) cash payment to shareholders and the assumption of $1.3 billion in net debt, valuing Del Monte at approximately $5.3 billion. The agreement permits Del Monte to solicit other offers until January 8, 2011. "While details of Del Monte's final capital structure will not be known until the solicitation process is completed, Moody's expect that the amount of incremental debt will be significant," said Brian Weddington, Moody's Senior Credit Officer. Moody's review will focus on the new capital structure of Del Monte, and the operational and financial strategy of its new owners, which could involve an investor or group that has yet to emerge. Thus, Moody's expect to conclude Moody's review no sooner than early January 2011. These Del Monte ratings were placed on review for downgrade: Del Monte Corporation: -- Corporate Family Rating at Ba2; -- Probability of Default Rating at Ba2; $1.1 billion of senior secured bank facilities including: -- $500 million revolving credit due 2015 at Baa3 (LGD2), LGD Rate at 20%; -- $585 million Term A Loan due 2015 at Baa3 (LGD2), LGD Rate at 20%; -- $250 million 6.75% senior subordinated notes due 2015 at Ba3 (LGD5), LGD Rate at 74%; -- $450 million 7.50% senior subordinated notes due 2019 at Ba3 (LGD5), LGD Rate at 74%. The last rating action for Del Monte Corporation was on January 6, 2010. Headquartered in San Francisco, California, Del Monte Corporation is one of the largest producers, distributors and marketers of premium quality branded food and pet products for the U.S. retail market. Revenues reported for fiscal 2010 were approximately $3.7 billion. DIAMONDHEAD CASINO: Posts $216,213 Net Loss in Sept. 30 Quarter --------------------------------------------------------------- Diamondhead Casino Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $216,213 for the three months ended September 30, 2010, compared with net loss of $292,469 for the same period last year. The Company has incurred losses over the past several years, has no operations, generates no revenues, and incurred a loss applicable to common stockholders of $1,268,089 for the nine months ended September 30, 2010. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, in conjunction with one or more partners, through either equity and debt financing, to master plan, design, obtain permits for, construct, open, and operate a casino resort. The Company will not have any revenue stream unless the Company is able to successfully develop its Diamondhead property, obtain funds prior to development of the property, or generate cash from the sale of parts or all of the property. The management believes that use of the property as a gaming site represents the highest and best use of the property and provides for the greatest potential for shareholder value. In the event the Company was unable to obtain all of the permits required to develop a casino resort, the property could be used for other commercial or residential purposes. The Company's inability to raise cash to pay its expenses in the future could adversely affect its ability to continue in the future. Current economic conditions in the casino industry, as well as tight credit markets in general, could adversely affect the Company's ability to obtain reasonable financing for development of its Diamondhead property. As of November 2010, the Company has essentially exhausted all cash resources currently available to it. In an effort to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds from various sources over the past two years. In October 2008, the Company secured a $1,000,000 Line of Credit from an unrelated third party. However, by the end of 2009, the Company had expended almost all funds available to it under that Line of Credit. The Company has incurred continued losses over the past several years and certain conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred a loss applicable to common shareholders of $1,268,089 and $918,346 for the nine-month periods ending September 30, 2010 and 2009 respectively and expects continued losses for the foreseeable future. In 2010, the Company recorded amortization of debt discount in the amount of $475,000 in connection with convertible notes and warrants issued pursuant to the March 25, 2010 Private Placement. General and administrative expenses incurred totaled $524,597 and $680,099 for the nine month periods ending September 30, 2010 and 2009 respectively. The Company's balance sheet at September 30, 2010, showed $5,608,332 in total assets, $548,697 in total current liabilities, $1,420,353 in long-term debt and $3,639,282 in stockholders' equity. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?700e About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation is a Delaware corporation incorporated on November 15, 1988, under the name "Europa Cruises Corporation." The Company became a publicly-held company in 1989. On November 22, 2002, the Company changed its name to "Diamondhead Casino Corporation." The Company's stock currently trades on the Over the Counter Bulletin Board under the symbol "DHCC." The Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 404.5 acre tract of unimproved land in Diamondhead, Mississippi. The Company intends to develop a casino resort on the property. As reported by the Troubled Company Reporter on June 16, 2010, the Company's auditors expressed substantial doubt about the Company's ability to continue as a going concern in their audit report on the Company's consolidated financial statements for the year ended December 31, 2009. DIGITALPOST INTERACTIVE: Posts $630,900 Net Loss in Q3 2010 ----------------------------------------------------------- DigitalPost Interactive, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $630,900 on $176,900 of revenue for the three months ended September 30, 2010, compared with a net loss of $600,900 on $371,600 of revenue for the same period of 2009. The Company's balance sheet at September 30, 2010, showed $5.5 million in total assets $3.3 million in total liabilities, and stockholders' equity of $2.2 million. Haskell & White LLP, in Irvine, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred losses from operations and negative cash flows from operations since inception and has limited working capital. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?700a Irvine, Calif.-based DigitalPost Interactive, Inc., is a SaaS (Software as a Service) and application provider that delivers digital media sharing solutions. The Company produces destination Web sites that allow subscribers and other users to securely share digital media, including photos, calendars, videos, message boards and history. EARTH SEARCH: Incurs $228,363 Net Loss in September 30 Quarter -------------------------------------------------------------- Earth Search Sciences Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $228,363 for the three months ended Sept. 30, 2010, compared with a net loss of $329,014 for the same period a year ago. The Company did not generate any revenue during fiscal year 2010, has no current business operations and is currently focused on two potential business ventures: -- The Company is working with certain investors to develop and employ technology in the extraction of oil and gas from oil shale. During the third quarter of 2008, ESSI acquired General Synfuels International, Inc, owner of the world-wide proprietary rights, patent, technology, construction plans and materials and operational capability for a gasification process to recover the oil and gas from oil shale. GSI has refined the design and begun development of our first plant. However, the current state of the financial markets has negatively impacted ESSI's ability to raise the additional funds necessary to complete our plant. ESSI's current plan is to complete a field test of this technology as early as the fourth quarter of 2010 and subsequent commercial development as early as 2011. Additionally, the Company has secured oil shale land in both Wyoming and Colorado. GSI continues to develop additional patents related to ESSI's technology and as part of that process, ESSI is exploring a tar sands application. ESSI anticipate the tar sands application to be used internationally. -- ESSI is seeking joint venture opportunities with private industry, universities and state and federal agencies to develop, package and deliver, through the application of its hyperspectral remote sensing solutions, applications and associated technologies, superior airborne mapping products and services. ESSI's airborne hyperspectral remote sensing technology is designed to identify specific surface substances and materials by measuring the reflectance of light from their surface. The first spectroscopic instrument, the PROBE 1, was initially developed with the assistance of NASA and used a small aircraft as the instrument platform to obtain data from high altitudes over many different terrains. The information was precise enough to enable detailed analysis of a dynamic environment or object in a manner previously unattainable, and can be used for the discovery of certain natural resources. The Company's balance sheet at Sept. 30, 2010, showed $515,673 in total assets, $20.08 million in total liabilities, and a stockholders' deficit of $19.56 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7004 About Earth Search Lakeside, Montana-based Earth Search Sciences, Inc., is a Nevada corporation. The Company has five wholly-owned subsidiaries: Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe, Inc., STDC, Inc and General Synfuels International. In addition, there are five majority-owned consolidated subsidiaries: Earth Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro Probe, Inc. and Terranet, Inc. All subsidiaries except Petro Probe and General Synfuels were inactive during fiscal 2009 and 2010. MaloneBailey, LLP, in Houston, Tex., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that Earth Search incurred losses from operations for fiscal 2010 and 2009 and has a working capital deficit as of March 31, 2010. EAST WEST: Liquidation Plan Confirmation Hearing Set for Today -------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing today, November 30, 2010, to consider the confirmation of East West Resort Development V, L.P., L.L.L.P.'s Plan of Liquidation. The Plan of Reorganization of its debtor-affiliates NMP Holdings, LLC, Northstar Mountain Properties, LLC, Northstar Iron Horse, LLC, Northstar Big Horn, LLC, Northstar Village Townhomes, LLC, Northstar Trailside Townhomes, LLC, Old Greenwood, LLC, Old Greenwood Realty Inc., Tahoe Mountain Resorts, LLC, and Tahoe Club Company, LLC, was confirmed on June 2, 2010, and became effective on July 1. As reported in the Troubled Company Reporter on September 17, EWRD V's Plan provides for the conversion of all of EWRD V's assets to cash, and the transfer of all assets into the newly formed Liquidating Trust created for the purposes, inter alia, of making distributions to the creditors of the estate, pursuing causes of action, and otherwise completing the liquidation of the estate. Under the Plan, each holder of Class 2 secured claims, if any, will, at the option of the Liquidating Trustee, subject to the consent of the Trust Oversight Committee, (i) receive cash in an amount equal to the claim, in full and complete satisfaction of the claim, on the later of the initial distribution date under the Plan and the date the claim becomes an Allowed Claim, or as soon thereafter as is practicable; or (ii) receive the collateral securing its claim in full and complete satisfaction of the claim. The Liquidating Trustee will distribute to each holder of an Allowed Class 3 General Unsecured Claims a pro rata share of distributable cash. Holders of Interests and Interest Related Claims in Class 4 will receive no distribution or dividend on account of the interests. On the Effective Date, all Interests and Interest Related Claims in Class 4 will be deemed canceled, null and void, and of no force and effect. A full-text copy of the Disclosure Statement, as amended, explaining EWRD's Plan is available for free at http://bankrupt.com/misc/EastWest_DS.pdf About East West Resort Avon, Colorado-based East West Resort Development V, L.P., L.L.L.P., is a limited partnership between Crescent Resort Development, Inc., and long-standing developer East West Partners, Inc., that was formed to develop residential and commercial real estate projects on and around the Northstar at Tahoe Resort in Lake Tahoe, California. East West Resort filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. D. Del. Case No. 10-10452), estimating its assets and debts at $100 million to $500 million. Richards, Layton & Finger, P.A., and Paul, Hastings, Janofsky & Walker LLP The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC; Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty, Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC; Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and Northstar Mountain Properties, LLC -- filed separate Chapter 11 petitions. The Debtors' financial advisor is Houlihan Lokey Howard & Zukin Capital, Inc. The Debtors' claims agent is Epiq Bankruptcy Solutions. ELITE LANDINGS: ABRG Plan Outline Hearing Continued Until Jan. 19 ----------------------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota has continued until January 19, 2011, at 10:30 a.m., the hearing to consider adequacy of the Disclosure Statement explaining the Plan of Liquidation for Elite Landings, LLC, and Petters Aviation, LLC, as proposed by Acorn Capital Group, LLC. As reported in the Troubled Company Reporter on November 1, Asset Based Resource Group, LLC, successor servicer to Acorn Capital Group, LLC, and an unsecured creditor, proposed a competing Plan because it believes that the Debtors' Plan is not confirmable under the existing circumstances. ABRG related that as of the date of the Disclosure Statement, the Debtors' Plan has not yet been confirmed by the Bankruptcy Court. The Bankruptcy Court will hold a continued hearing on confirmation of the Debtors' Plan on November 18, 2010. ABRG will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the ABRG's Plan provides for the continued liquidation of the Debtors' businesses and the prompt distribution of proceeds to creditors with allowed claims. ABRG says that certain provisions of the Debtors' Plan are not in the best interests of the Debtors' creditors or their estates and are reflective of the indirect influence of Douglas A. Kelley, the receiver of certain of the Debtors' affiliates, over the Chapter 11 cases. In particular, the Debtors' Plan proposes, among other things, (i) to classify claims and interests in 13 separate classes; (ii) to treat all unsecured creditors of Petters Aviation as part of one class without a convenience election and without disallowing insider claims; (iii) to appoint the Debtors' existing president and chief executive officer as the person responsible for the Debtors' continued wind-down without any oversight by creditors for whose benefit the liquidation is being conducted; and (iv) for existing equity holders to retain their ownership interest in the Debtors despite the failure to satisfy senior classes in full. To remedy the problems with the Debtors' Plan, ABRG's Plan provides, among other things, for (i) a simplified classification structure with only 6 separate classes of claims and interests; (ii) the creation of a convenience class available for creditors whose claims are $150,000 or less (or who elect to reduce their claim to such amount); (iii) the creation of a creditors' trust and the appointment of an independent creditors' trustee to manage the Debtors' remaining affairs; and (iv) the cancellation of the existing equity interests in Petters Aviation. In light of these improvements from the Debtors' Plan, ABRG believes, and will demonstrate at the confirmation hearing, that its Plan is both confirmable and in the best interests of the Debtors' creditors and their estates. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/EliteLandingsABRGPlan.pdf Debtors' Proposed Plan On November 15, the Debtors submitted a second modified Plan of Liquidation. TCR reported on April 28, that the Debtors' Plan proposes to deal with the assets, liabilities and ownership interests of each Debtor separately. The assets of each Debtor to be liquidated are claims against MN Airlines, LLC, dba Sun Country Airlines, which is also a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code, its parent, MN Airline Holdings, Inc., which is a debtor-in-possession under Chapter 11 of the Bankruptcy Code, and claims against various other entities, which are either in bankruptcy or in receivership that were at one time within the business ambit of Thomas Petters. Unsecured creditors holding allowed claims will receive distributions based on the resolution and the liquidation of the assets of each Debtor. A full-text copy of the modified Disclosure Statement, as amended November 15, is available for free at: http://bankrupt.com/misc/EliteLandings_2ndModifiedPlan.pdf About Elite Landings Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to filing for bankruptcy, engaged in the business of purchasing Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling them. The company filed for Chapter 11 relief on Oct. 9, 2008 (Bankr. D. Minn. Case No. 08-45210). Cass Weil, Esq., and James A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings, LLC as counsel. In its petition, the Company estimated between $10 million and $50 million in assets and debts. The company is a wholly owned subsidiary of Petters Aviation, LLC. Petters Aviation is the owner of 84.4% of the issued and outstanding stock in MN Airline Holdings, Inc., which, in turn, owns 100% of the stock in MN Airlines, LLC dba Sun Country Airlines. Petters Aviation filed its Chapter 11 case on October 6, 2008. Both MN Airline Holdings, and MN Airlines, LLC are debtors-in- possession in Chapter 11 cases pending in the district. Petters Aviation is a wholly owned subsidiary of Thomas Petters, Inc., which is in turn owned 100% by Thomas J. Petters, individually. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. About Petters Group Worldwide Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc. is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc. and Petters Group Worldwide, LLC, filed separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08- 45258, respectively). James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc. estimated debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC, estimated debts of not more than $50,000. As reported in the Troubled Company Reporter on Oct. 7, 2008, Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on Oct. 6, 2008 (Lead Case No. 08-45136). Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. Polaroid Corp., which was owned by Petters since 2005, filed its second voluntary petition for Chapter 11 protection on Dec. 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617). ENERJEX RESOURCES: Updates Net Reserves Computation --------------------------------------------------- EnerJex Resources, Inc., has filed an amendment to its quarterly report for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on August 16, 2010. The purpose of the Amendment is to revise the Quarterly Report to reflect a compilation error in the calculation of the Company's net reserves as of March 31, 2010, which was discovered by the Company in late August of 2010. The Amendment continues to speak as of the original filing date for the Quarterly Report and does not update the disclosures contained therein to reflect any events or results which occurred subsequent to the filing date of the original Quarterly Report other than the changes to the Company's reserves as of March 31, 2010 and the effects of the revised reserves on the Company's financial statements. A full-text copy of the Amendment is available for free at: http://ResearchArchives.com/t/s?700d About EnerJex Resources Overland Park, Kansas-based EnerJex Resources, Inc., formerly known as Millennium Plastics Corporation, is an oil and natural gas acquisition, exploration and development company. The Company's oil and natural gas acquisition and development activities are currently focused in Eastern Kansas. The Company's balance sheet at September 30, 2010, showed $6.41 million in total assets, $14.05 million in total liabilities, and a stockholders' deficit of $7.63 million. As reported in the Troubled Company Reporter on July 21, 2010, Weaver & Martin, LLC, in Kansas City, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended March 31, 2010. The independent auditors noted that the Company suffered recurring losses and had negative cash flows. ENVIRONMENTAL INFRASTRUCTURE: Incurs $248,303 Loss in Q3 -------------------------------------------------------- Environmental Infrastructure Holdings Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $248,303 on $904,323 of revenues for the three months ended Sept. 30, 2010, compared with a net loss of $121,759 on $1.29 million of revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $1.30 million in total assets, $5.32 million in total liabilities, and a stockholders' deficit of $4.02 million. Stockholders' deficit was $3.8 million at June 30, 2010. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7003 About Environmental Infrastructure West Conshohocken, Pa.-based Environmental Infrastructure Holdings Corp. is the parent company of various environmental manufacturing, engineering and services companies. Currently the company has two wholly owned subsidiaries in Equisol, LLC and Xiom Corp. Michael T. Studer CPA P.C., in Freeport, N.Y., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses for the years ended December 31, 2009, and 2008, and has a deficiency in stockholders' equity at December 31, 2009. FNB UNITED: S. Rudy Resigns from Board for Personal Reasons ----------------------------------------------------------- Suzanne B. Rudy resigned from the boards of directors of FNB United Corp. and its bank subsidiary, CommunityONE Bank, N.A., effective November 20, 2010. Ms. Rudy's resignation was for personal and business reasons, and not because of a disagreement with FNB United or CommunityONE Bank or their respective boards of directors. About FNB United Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank holding company for CommunityOne Bank, N.A., and the bank's subsidiary, Dover Mortgage Company. Opened in 1907, CommunityOne Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38 communities throughout central, southern and western North Carolina. Through these subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. In its Form 10-Q for the three months ended June 30, 2010, the Company acknowledged the existence of the certain conditions that raise substantial doubt its ability to continue as a going concern, including significant losses that the Company incurred in 2009 and the Bank's agreement to the issuance of a Consent Order by the OCC, dated July 22, 2010. In the Consent Order, the Bank and the OCC agreed as to areas of the Bank's operations that warrant improvement and a plan for making those improvements. FORUM HEALTH: Ardent's Reimbursement Claim Capped at $1.75MM ------------------------------------------------------------ The Hon. Kay Woods caps Ardent Medical Services, Inc. and AHS Ohio Holdings, LLC's expense reimbursement claim at $1,750,000, and authorizes Forum Health to reimburse the amount. Pursuant to the order governing the sale of substantially all of the Debtor's assets, Ardent, which served as stalking horse bidder, was entitled to payment by the Debtor of a $750,000 break-up fee and seek reimbursement of expenses in the event Ardent was not the ultimate purchaser of the Debtor's assets at auction. As reported by the Troubled Company Reporter, an affiliate of Community Health Systems Inc. emerged in August 2010 as the winning bidder for Forum Health's assets with a $120 million offer, plus assumption of certain Forum Health debts. Ardent started the auction with its $69.8 million offer. A copy of Judge Woods' November 23, 2010 Order is available at http://is.gd/hW9tffrom Leagle.com. About Forum Health Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). Paul W. Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC, serve as lead counsel to the Debtors. The Debtors also tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson Consultants LLC as claims, noticing and balloting agent; and Huron Consulting Services LLC as financial advisors. Alston & Bird LLP represents the official committee of unsecured creditors formed in the Chapter 11 cases. In its petition, Forum Health estimated $100 million to $500 million in assets and debts. GENERAL MOTORS: IPO Raises $23.1BB After Over-Allotment ------------------------------------------------------- General Motors Company said Friday that the underwriters have exercised in full their over-allotment options to purchase an additional 71.7 million shares of common stock from the selling stockholders, for a total of $2.37 billion, and an additional 13 million shares of mandatory convertible junior preferred stock from the company, for a total of $650 million, in connection with the previously announced public offering of common and mandatory convertible junior preferred stock of General Motors. The exercise of the over-allotment options brings the total offering size to $23.1 billion. The closing for the additional shares is expected to take place on December 2, 2010. Last week, GM also announced a $163.2-million investment in its operations in Flint and Bay City, Michigan, and Defiance, Ohio, to support engine production for the Chevrolet Volt, Chevrolet Cruze and a new Chevrolet small car to be built in the United States. The investment will protect 184 jobs at the three sites. The announcement brings the total of new U.S. investment to more than $3.3 billion, and GM has created or retained more than 8,000 jobs in 21 U.S. plants since emerging from bankruptcy in July 2009. The investments include: * Flint Engine Operations: $138.3 million and 135 jobs * Bay City components: $12.7 million and eight jobs * Defiance castings: $12.2 million and 41 jobs In less than two years, GM has invested nearly $700 million and protected more than 600 jobs at the three facilities. A registration statement relating to the securities was declared effective by the Securities and Exchange Commission November 17, 2010. Any offer or sale of these securities will be made only by means of a written prospectus forming the effective registration statement. Copies of the prospectus relating to the offering may be obtained for free, by visiting the SEC Web site at http://www.sec.govor by contacting: * Morgan Stanley & Co. Incorporated, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, telephone 1-866-718-1649, or by sending an email to prospectus@morganstanley.com * J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone 1-866-803-9204 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 US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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: District Court Affirms Judge Gerber's Decision -------------------------------------------------------------- Judge Richard J. Holwell of the U.S. District Court for the Southern District of New York affirms Bankruptcy Judge Robert Gerber's order denying Walter J. Lawrence's motion to lift stay in Motors Liquidation's chapter 11 case. Judge Howell held that Judge Gerber's findings that the factors In re Sonnax Indus., Inc., F.2d 1280, 1286 (2d Cir. 1990) weighed strongly against Mr. Lawrence was not an abuse of discretion. Among other things, Judge Gerber found that "the interests of judicial economy and the expeditious and economical resolution of litigation" weighed against relief because allowing Mr. Lawrence to proceed with his classic prepetition action would open the "floodgates" to thousands of other litigants with garden variety claims against the Debtors' estates. That would usher in the very state of affairs the automatic stay was enacted to prevent, Judge Holwell said. The minimal benefit, if any, of freeing the U.S. Bankruptcy Court for the Southern District of New York of those routine motions as argued by Mr. Lawrence is dwarfed by the burden on Motors Liquidation Company of defending the lawsuit under the Employee Retirement Security Income Act outside the established claims process, Judge Holwell determined. For those reasons, Judge Holwell dismissed the Appeal and a related motion to decide the Appeal is dismissed as moot. The Clerk of the District Court is directed to close this case. 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 US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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: Bankr. Court Issues Ruling on Fee Related Matters ----------------------------------------------------------------- Bankruptcy Judge Robert Gerber entered a bench decision on fee- related matters, namely, (1) fees on responding to fee application objections and (2) rate increases. With respect to the fees incurred in addressing objections to fee applications, Judge Gerber opined that while the reasonable costs of required fee applications are compensable, that does not mean that the costs of defending objections to those fee applications are necessarily compensable as well. As Judge Bernstein of the U.S. Bankruptcy Court for the Southern District of New York observed In re CCT Communications, Inc., 2010 Bankr., there is no parallel statutory requirement to defend against an objection to a fee application, or to receive payment for the legal fees incurred in that defense, Judge Gerber noted. Rather, fee litigants, like other litigants, must generally bear their own legal expenses under the "American Rule" In re Alyeska Pipeline Serv. Co. v. Wilderness Soc'y, 421 U.S. 240, 247, Judge Gerber determined. Judge Gerber, however, agrees with Judge Bernstein that professionals should not be penalized by the cost of defending meritless objections. Failing to allow professionals the costs of defending meritless objections would dilute fee awards and encourage parties to file frivolous objections, Judge Gerber held. Thus, where the outcome is a split decision, or the fee applicant otherwise fails to substantially prevail, Judge Gerber believes the applicant should bear its own legal expenses for addressing the objection to its fees, under the American Rule. But as in CCT, Judge Gerber said he should authorize payment of the costs of defending against the objection if the fee applicant substantially prevails. Judge Gerber added that he will determine, by on-the- record conference call, whether the applicant has substantially prevailed, to the extent it is not obvious and the applicant and the objector cannot agree. On the issue or rate increases, Judge Gerber directed retained professionals to provide written notice of upcoming increases in their billing rates to counsel for the Debtors, the Official Committee of Unsecured Creditors, the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims, the U.S. Department of the Treasury, the U. S. Trustee for Region 2, and the Fee Examiner, to give any of them a chance to be heard if any perceives the increases to be unreasonable. But the professionals need not post notice of upcoming increases on ECF. In the event any objection to those increased rates is filed, the objection and any briefs with respect to the objection are to be filed like any other papers, and the hearing on the objection will be in open court, Judge Gerber ruled. 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 US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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: Committee Amends Objections to $2-Bil. Claims ------------------------------------------------------------- The Official Committee of Unsecured Creditors in General Motors Corp.'s Chapter 11 cases filed an amended objection to: (a) certain claims filed by, or on behalf of, certain holders of notes issued by General Motors Nova Scotia Finance Company against Motors Liquidation Company f/k/a General Motors Corporation and certain of its subsidiaries, aggregating $1,072,557,531, a list of which is available for free at: http://bankrupt.com/misc/gm_guaranteeclaims.pdf (b) Claim No. 66319 filed by Green Hunt Wedlake, Inc., trustee of Nova Scotia Finance against the Debtors for $1,607,647,592. Those claims arise out of an agreement between Old GM and a consortium of hedge-fund noteholders, which was entered into just minutes before Old GM filed for bankruptcy on June 1, 2009. The agreement, known as the "Lock-Up Agreement," was grossly one- sided, disproportionately benefiting the Noteholders and leaving Old GM's estate depleted to the detriment of its creditors, Eric B. Fisher, Esq., at Butzel Long, in New York, asserts. The Creditors' Committee alleges that before entering into the Lock-Up Agreement, the Noteholders had an approximately $1 billion claim against Old GM, as guarantor of Notes issued by Nova Scotia Finance, a subsidiary of Old GM. The proceeds from issuance of the Notes were loaned by Nova Scotia Finance to General Motors of Canada Limited in documented intercompany transactions. Through the Lock-Up Agreement, the Noteholders are now effectively asserting a claim against Old GM that is well more than double their maximum one billion dollar claim under the Old GM guarantee, the Creditors' Committee complains. In furtherance of the Amended Objection, Mr. Fisher contends: (1) Under the Lock-Up Agreement, the Noteholders have already been paid an exorbitant "consent fee" exceeding $369 million, funded by Old GM. The consent fee paid to the Noteholders was a disguised principal payment on the Notes that should have been credited against the principal amount due to the Noteholders under the Notes, thus reducing the total exposure on Old GM's unsecured guarantee of the Notes to about $703 million. (2) The Lock-Up Agreement obligates Old GM to allow and not contest the Guarantee Claims and the Duplicative Claim with a combined face amount of about $2.67 billion for the benefit of the Noteholders. If allowed, those combined claims would total more than 3.7 times the $703 million net principal amount due to the Noteholders under the Notes. (3) Under the Lock-Up Agreement, GM Canada's intercompany obligations to Nova Scotia Finance were released. Consequently, pursuant to the Lock-Up Agreement, Old GM became obligated to pay amounts owed on the Notes without any contribution from GM Canada, which would have, and should have, correspondingly reduced Old GM's obligation under the guarantee of the Notes. In essence, creditors of GM Canada were given a "free ride" at the expense of Old GM's creditors. "The Lock-Up Agreement transformed what should have been, at the very most, a $703 million guarantee claim against Old GM based upon the balance owed by Nova Scotia Finance on the principal amount under the Notes into claims against the Old GM estate that exceed $2.67 billion," the Creditors Committee tells the Court. In exchange for incurring all of the above obligations, Old GM received only a release from certain trumped up litigation claims filed by certain Noteholders, which posed minimal litigation risk to Old GM, Mr. Fisher argues. The circumstances surrounding the Lock-Up Agreement and its terms demonstrate that the Lock-Up Noteholders behaved inequitably, attempting to opt out of the consequences of Old GM's bankruptcy by virtue of a private, pre- bankruptcy agreement that benefited the Noteholders at the expense of Old GM's creditors, he insists. The Creditors' Committee thus asks the Court to disallow the Claims or, alternatively, reduce the Claims because they far exceed what is permitted by applicable law. To the extent the Claims are not disallowed, the Court should equitably subordinate them, the Creditors' Committee adds. In addition, the Creditors' Committee anticipates that the Noteholders and the Nova Scotia Finance Trustee will assert that Old GM's assumption of the Lock-Up Agreement bars, in whole or in part, the Creditors' Committee's current objection to the Claims, as well as future objections and litigation potentially to be filed by the Committee. While that defense would be without merit, in an abundance of caution, the Creditors' Committee asks the Court to void the Assumption Order under Rule 60(b) of the Federal Rules of Civil Procedure and Rule 9024 of the Federal Rules of Bankruptcy Procedure, but only to the extent that the Assumption Order authorized the Debtors to assume or assign the Lock-Up Agreement and any other obligations incident thereto, including those concerning the swap transactions. Before filing the Amended Objection, the Creditors' Committee and Green Hunt entered into a Court-approved stipulation modifying certain deadlines to the stipulated scheduling order. The parties agreed on November 18, 2010, as the deadline by which the Creditors' Committee will have filed the Amended Objection. The Claimants will have until December 13, 2010, to file their separate responses to the Amended Objection. 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 US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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) HOPE SPRINGS: Section 341(a) Meeting Scheduled for Jan. 5 --------------------------------------------------------- The U.S. Trustee for Region 10 will convene a meeting of Hope Springs Partners, LLC's creditors on January 5, 2011, at 1:00 p.m. EST. The meeting will be held at Room 416A U.S. Courthouse, 46 E. Ohio Street, Indianapolis, IN 46204. 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. Carmel, Indiana-based Hope Springs Partners, LLC, filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. S.D. Ind. Case No. 10-17467). Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius & Hollister LLP, assist 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. HORIZON BANCORP: Incurs $5.7-Mil. Q3 Loss from Bank's Closure ------------------------------------------------------------- Horizon Bancorporation, the bank holding company for the shuttered Horizon Bank, filed its quarterly report on Form 10-Q with the Securities and Exchange Commission. On September 10, 2010, when the Florida Office of Financial Regulation declared the Bank to be insolvent and closed the Bank and the Federal Deposit Insurance Corp. was appointed as receiver therefor. As of June 30, 2010, Horizon Bank had around $187.8 million in total assets and $164.6 million in total deposits. The FDIC entered into a purchase and assumption agreement with Bank of the Ozarks in Little Rock, Ark., to assume all of the deposits of Horizon Bank. For the nine months ended September 30, 2010, the Company reported a net loss of $5,748,000, compared to a net loss of $6,600,000 for the same period in 2009. The loss is attributable almost entirely, to the extent of $5,693,000, to the closure of the Bank. The Company reported zero interest income in nine months ended Sept. 30, 2010, compared with $9,065,446 in the same period in 2009. As of September 30, 2010, the Company had total assets of $1,272,781, debts of $1,060,066, and shareholders' equity of $212,715. Assets of the Company at Dec. 31, 2009, was $199,499,006 at December 31, 2009, a decrease of $198.2 million. The decrease is primarily due to the closure of the Bank. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7002 About Horizon Bancorporation Horizon Bancorporation, Inc. (OTC BB: HZNB) -- http://www.horizonbankfl.com/-- is the bank holding company of Horizon Bank, a commercial bank chartered under the laws of Florida. The Company maintains its corporate offices and main banking center at 900 53rd Avenue East, in Bradenton, Florida. On September 10, 2010, Horizon Bank failed and the Federal Deposit Insurance Corporation was appointed as receiver for the Bank and its assets. The Company's existing management team, consisting of Charles S. Conoley, as President and CEO, and Kathleen M. Jepson, as CFO, and the Company's existing directors will continue to manage the affairs of the Company. Management and the Board of Directors are currently evaluating the possibility of the Company entering into one or more lines of business, which may or may not involve the ownership of a financial institution, while, in the short run, resolving all outstanding issues stemming from Horizon Bank's receivership. The Company intends to maintain, for the foreseeable future, the Company's status as a fully reporting public company. IMAGE TRANSFORM: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Image Transform, Ltd. 1152 SE Gateway Drive Grimes, IA 50111 Bankruptcy Case No.: 10-05712 Chapter 11 Petition Date: November 28, 2010 Court: U.S. Bankruptcy Court Southern District of Iowa - Database (Des Moines) Debtor's Counsel: Jerrold Wanek, Esq. 835 Insurance Exchange Building 505 Fifth Avenue Des Moines, IA 50309 Tel: (515) 243-1249 Fax: (515) 244-4471 E-mail: wanek@dwx.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/iasb10-05712.pdf The petition was signed by Ronald D. Cherkas, president. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Ronald and Nancy Cherkas 10-03907 08/03/10 IMH FINANCIAL: Incurs $89.39 Million Net Loss in Sept. 30 Quarter ----------------------------------------------------------------- IMH Financial Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $89.39 million on $3.15 million of total revenue for the three months ended Sept. 30, 2010, compared with a net loss of $20.52 million on $840,000 for the same period a yea earlier. The Company's balance sheet at Sept. 30, 2010, showed $337.80 million in total assets, $15.93 million in total liabilities, and stockholders' equity of $321.86 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7001 About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. INSULTECH, INC.: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Insultech, Inc. P.O. Box 3749 Plant City, FL 33563 Bankruptcy Case No.: 10-28472 Chapter 11 Petition Date: November 27, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Allan C. Watkins, Esq. WATKINS LAW FIRM, PA 707 N. Franklin Street, Suite 750 Tampa, FL 33602 Tel: (813) 226-2215 E-mail: watkinslaw@att.net Scheduled Assets: $1,266,185 Scheduled Debts: $2,536,237 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-28472.pdf The petition was signed by Sherwood J. DeAmbrose, president. IRVINE SENSORS: Issues $323,000 in Promissory Notes --------------------------------------------------- Irvine Sensors Corporation said in a filing with Securities and Exchange Commission that on November 19, 2010 it entered into a Subscription Agreement with six accredited investors, pursuant to which the Company sold and issued to the investors unsecured convertible promissory notes of the Company in a third closing of a private placement. The $168,000 aggregate principal value of the Notes in the said third closing was paid in cash to the Company. On November 24, 2010, the Company also entered into a Subscription Agreement with four accredited investors, pursuant to which the Company sold and issued to said investors Notes in a fourth closing of the Private Placement. The $155,000 aggregate principal value of the Notes issued in the said fourth closing was paid in cash to the Company. The Notes bear simple interest at a rate per annum of 10% and have a maturity date of May 31, 2011. Interest on the Notes accrues and is payable in arrears at maturity. At the discretion of an investor holding a Note, any outstanding principal and accrued interest remaining under the Note at maturity may be converted into shares of the Company's common stock at a conversion price equal to $0.13 per share, provided, however, that the Company has a sufficient number of authorized shares of common stock to allow such conversion at such time, and that the investor is an accredited investor at the time of such conversion as such term is defined in Rule 501 under the Securities Act of 1933, as amended. There is no assurance that a sufficient number of authorized shares of the Company's common stock will be available for conversion of any outstanding principal and accrued interest under the Notes. Also at the discretion of an investor holding a Note, any outstanding principal and accrued interest under said Note may be converted at the closing of a subsequent private placement of the Company with gross proceeds of at least $8.0 million into the securities issued in a Subsequent Financing on the same terms and conditions as the other investors in said Subsequent Financing, provided, however, that the investor is an "accredited investor" at the time of such conversion as such term is defined in Rule 501 under the Securities Act of 1933, as amended; and provided, further, that such investor enters into and executes the same documents, satisfies the same conditions and agrees to be bound by the same terms as all other investors in said Subsequent Financing. There is no assurance that the Company will consummate any Subsequent Financing. Unpaid and unconverted principal value and accrued interest of the Notes may be repaid in cash prior to maturity in whole or in part at any time without premium or penalty. The amounts owing under the Notes may be accelerated upon the occurrence of certain events of default, such as the termination of existence of the Company, the appointment of a receiver or custodian for the Company or any part of its property if such appointment is not terminated or dismissed within thirty days, the institution against the Company or the voluntary commencement by the Company of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership or other similar law affecting the rights of creditors generally which proceeding is not dismissed within sixty days of filing, or an assignment by the Company for the benefit of its creditors or an admission in writing by the Company of its inability to pay its debts as they become due. As additional consideration for the Notes, the Company shall issue shares of its common stock to each investor with a value equal to 25% of the principal amount of the Notes purchased by such investor, based on a valuation per share which was the greater of (i) the fair market value of the Company's common stock -- as determined by the last closing sales price of the Company's common stock prior to the date of issuance of the Notes --, and (ii) $0.13 per share, but not greater than $0.14 per share. For the third closing of the Private Placement, the Initial Valuation was $0.13 per share. For the fourth closing of the Private Placement, the Initial Valuation was $0.135 per share. The Company will issue the Shares to the investors upon the earlier of (i) the closing of a Subsequent Financing, and (ii) seven months following the issuance date of the Notes or as soon as practicable thereafter as permitted by law or regulation. Pending such issuance, the Company will reserve the appropriate number of shares of its common stock to permit the issuance of the Shares. The total number of Shares issuable and shares of common stock of the Company potentially issuable upon conversion of the principal and accrued interest under the Notes at maturity issued pursuant to the third and fourth closings of the Private Placement is 2,567,918 in the aggregate, assuming that the Company does not repay the Notes before maturity and investors holding Notes convert all outstanding principal and accrued interest at maturity into common stock of the Company. The Company may at its option expand this Private Placement. In consideration for services rendered as the lead placement agent in the third closing of the Private Placement, on November 19, 2010, the Company paid the placement agent cash commissions, a management fee and an expense allowance fee aggregating $21,840, which represents 13% of the gross proceeds of the third closing of the Private Placement, and agreed to issue to the placement agent a five-year warrant to purchase an aggregate of 168,000 shares of the Company's common stock at an exercise price of $0.13 per share, which price was equal to the Initial Valuation of the Company's common stock immediately preceding the Company entering into the agreement to issue such warrants. In consideration for services rendered as the lead placement agent in the fourth closing of the Private Placement, on November 24, 2010, the Company paid the placement agent cash commissions, a management fee and an expense allowance fee aggregating $20,150, which represents 13% of the gross proceeds of the fourth closing of the Private Placement, and agreed to issue to the placement agent a five-year warrant to purchase an aggregate of 155,000 shares of the Company's common stock at an exercise price of $0.135 per share, which price was equal to the Initial Valuation of the Company's common stock immediately preceding the Company entering into the agreement to issue such warrants. The warrants issued to the placement agent are referred to as the "Agent Warrants." The Agent Warrants shall be issued on the same date as the Shares are issued to the investors in the Private Placement. The Agent Warrants shall not be exercisable until stockholder authority has been obtained to increase the Company's authorized shares of common stock to a number adequate to reserve for both any shares of common stock to be issued in a Subsequent Financing, if any, and the Agent Warrants, as well as any other known issuances of common stock for which the Company must reserve shares for issuance. The Agent Warrants shall have a net "cashless" exercise feature. None of the Notes, Shares or Agent Warrants, or the shares of the Company's common stock issuable upon conversion or exercise thereof, has been registered under the Securities Act of 1933 and none may be offered or sold absent registration or an applicable exemption from registration. The Company does not plan to register the Notes, Shares or Agent Warrants, or the shares of the Company's common stock issuable upon conversion or exercise thereof. About Irvine Sensors Irvine Sensors Corporation -- http://www.irvine-sensors.com/-- headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating such products and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low- power analog and mixed-signal integrated circuits for diverse systems applications. Optex Systems, Inc., a Texas corporation and a wholly owned subsidiary of Irvine Sensors, on September 21, 2009, filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court in California. The Company's balance sheet at June 27, 2010, showed $6.86 million in total assets and $14.73 million in total liabilities, and a stockholders' deficit of $7.86 million. As reported by the Troubled Company Reporter on September 7, 2010, Irvine Sensors received in August 2010 a Waiver and Consent from its senior lender and Series A-2 preferred stockholder, Longview Fund, L.P., and one of its warrant holders, Alpha Capital Anstalt, pursuant to which Longview and Alpha consented to, and waived any breaches, defaults, events of default, cross-defaults or acceleration events in their agreements and instruments with the Company relating to, the potential delisting of the Company's common stock from The Nasdaq Capital Market. The TCR on September 14, 2010, reported that Irvine Sensors received a determination notice from the Nasdaq Hearings Panel stating that the Company's shares would be delisted from The Nasdaq Stock Market. Trading of the shares was suspended effective at the open of trading on September 13. The Panel had previously required the Company to evidence a closing bid price of $1.00 or more for a minimum of 10 consecutive trading days on or before September 13, 2010, to maintain its Nasdaq listing, and the Company did not achieve compliance with this requirement. IVOICE INC: Incurs $328,537 Net Loss in Third Quarter ----------------------------------------------------- iVoice, Inc. said that for three months ended September 30, the it incurred a net loss of $328,537 compared with a net loss of $458,421 for the same period in 2009. Total sales were $43,357 for the third quarter of 2010, compared with $28,721 in the same period in 2009. The Company's balance sheet at September 30, 2010, showed total assets of $1,903,879, total liabilities of $2,878,754, and a stockholders' deficit of $974,875. Rosenberg Rich Baker Berman & Co., in Somerset, N.J., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has negative cash flows from operations, negative working capital and recurring losses from operations. The Company noted in the Form 10-Q for the third quarter of 2010, it had incurred consolidated losses from operations of $902,415 and $1,310,096, respectively, and had cash flow deficiencies from operations of $232,945 and $1,141,998, respectively. The Company's working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current Company personnel; (iii) the level of resources that we devote to sales and marketing capabilities; (iv) technological advances; and (v) the activities of competitors. A full-text copy of the Form 10-Q is available for free at: http://ResearchArchives.com/t/s?6ff5 About iVoice Inc. Matawan, New Jersey-based iVoice, Inc. (OTC BB: IVOI) Inc. -- http://www.ivoice.com/-- develops and licenses proprietary technologies in the United States. Following the sales of patents to Lamson Holdings LLC (in March 2006), the Company has 9 remaining patent applications, which have been awarded or are pending. These applications include various versions of the "Wirelessly Loaded Speaking Medicine Container", which is also filed internationally, the "Voice Activated Voice Operated Copier", the "Voice Activated Voice Operational Universal Remote Control", "Wireless Methodology for Talking Consumer Products" which is also filed internationally, "Product Identifier and Receive Spoken Instructions" and "Traffic Signal System with Countdown Signaling with Advertising and/or News Message". J & J FRITZ MEDIA: Court Terminates Automatic Stay -------------------------------------------------- The Hon. Leif M. Clark lifts the automatic stay in the bankruptcy case of J & J Fritz Media, Ltd., at the behest of Simmons Media Ventures, LLC. Judge Clark says the Debtor could never confirm a plan in the case. Simmons Media is the estate's largest creditor, and is secured by inventory, accounts, equipment, goods, general intangibles, financial obligations and intellectual property. A copy of Judge Clark's Memorandum Decision and Order, dated November 24, 2010, is available at http://is.gd/hWJ7Jfrom Leagle.com. J & J Fritz Media filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 10-51002) on March 16, 2010. It is a small business Chapter 11 case. JENNIFER CONVERTIBLES: Posts $24.3 Million Net Loss in FY 2010 -------------------------------------------------------------- Jennifer Convertibles, Inc., filed on November 26, 2010, its annual report on Form 10K, reporting a net loss of $24.3 million on $76.3 million of revenue for the fiscal year ended August 28, 2010, compared with a net loss of $11.0 million on $73.3 million of revenue for the fiscal year ended August 25, 2009. The Company's balance sheet at August 28, 2010, showed $23.4 million in total assets, $52.1 million in total liabilities, and a stockholders' deficit of $28.7 million. On November 19, 2010, the Company filed a plan of reorganization and accompanying disclosure statement with the Bankruptcy Court. Upon consummation of the presently contemplated plan of reorganization agreed to with the Company's principal supplier, which is also its principal creditor, the said supplier will (i) own 90.1% of its new equity securities; (ii) receive a $2,638,284.09, two-year secured note at 4% interest per annum; and (iii) receive a $1,878,760.45, four-year unsecured note at 6% interest per annum. In addition, said supplier has agreed, subject to certain conditions, to continue supplying merchandise throughout the Chapter 11 proceedings. The remaining 9.9% of the new equity securities is to be owned by other general unsecured creditors. In addition, the general unsecured creditors will receive (i) a $1,400,000, one-year secured note at 3% interest per annum; and (ii) a $950,000, three-year secured note at 5% interest per annum. In exchange for the new equity interests and notes to be issued, certain claims from both the principal supplier and the other general unsecured creditors will be extinguished. The present equity interests will be canceled. Also on November 19, 2010, the Company filed a motion with the Bankruptcy Court seeking authorization to enter into a debtor-in possession financing agreement with its principal supplier, whereby the principal supplier will (i) backstop or guarantee a letter of credit facility in the amount of up to $3,000,000, to be funded by a bank to or for the benefit of the Company's credit card processor; and (ii) loan the Company immediately available cash, which amount could be as much as $3,500,000. This financing is necessary to fund day-to-day business operations through confirmation of a plan of reorganization, as well as to enable the Company to successfully exit from bankruptcy under Chapter 11 of the United States Bankruptcy Code. A full-text copy of the Company's Form 10-K is available for free at http://researcharchives.com/t/s?6ffa About Jennifer Convertibles Jennifer Convertibles, Inc., was organized as a Delaware corporation in 1986, and is currently the owner of (i) the largest group of sofabed specialty retail stores and leather specialty retail stores in the United States, with stores located throughout the Eastern seaboard, Midwest, West Coast and Southwest, and (ii) seven big box, full-line furniture stores operated under the Ashley Furniture HomeStore brand under a license from Ashley Furniture Industries, Inc. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779). Michael S. Fox, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky, LLP, assists the Company in its restructuring effort. TM Capital Corp. is the Company's financial advisor. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. is the Company's special securities counsel. The Company estimated its assets and debts at $10,000,001 to $50,000,000. J.W. SNYDER: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: J.W. Snyder Partnership 4571 Road 16 Harrisburg, NE 69345 Tel: (308) 235-5687 Bankruptcy Case No.: 10-43556 Chapter 11 Petition Date: November 28, 2010 Court: U.S. Bankruptcy Court District of Nebraska (Lincoln Office) Debtor's Counsel: William L. Needler, Esq. WILLIAM L. NEEDLER & ASSOCIATES, LTD. P.O. Box 177 Ogallala, NE 69153 Tel: (308) 284-4505 Fax: (308) 284-3813 E-mail: williamlneedler@aol.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/neb10-43556.pdf The petition was signed by J.W. Snyder, partner. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Janice & J.W. Snyder, Inc 10-41523 05/17/10 John W. Snyder And Janice L. Snyder 10-41524 05/17/10 KRYSTAL KOACH: Gets Court's Interim Nod to Use Cash Collateral -------------------------------------------------------------- Krystal Koach, Inc., sought and obtained interim authorization from the Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central District of California to use cash collateral. The Debtor and Comerica Bank reached a stipulation regarding interim use of cash collateral. A copy of the stipulation is available for free at: http://bankrupt.com/misc/KRYSTAL_KOACH_stipulation.pdf As of the Petition Date, the Debtor owed Comerica Bank $7,329,220. Krikor J. Meshefejian, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/KRYSTAL_KOACH_budget.pdf In exchange for using the cash collateral, the Debtor will grant Comerica Bank replacement liens against the Debtor's post-petition assets, to the same extent, validity and priority of their pre- petition lines, if any, in Debtor's cash collateral. The Court has set a final hearing for December 14, 2010, at 4:00 p.m., on the Debtor's request to use cash collateral. The Debtor will provide Comerica with certificates, schedules, reports, as Comerica may reasonably require. Orange, California-based Krystal Koach, Inc., dba Krystal Enterprises, manufactures stretch limousines and customer shuttle buses in the U.S. It filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547). Ron Bender, Esq., who has an office in Los Angeles, California, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983) filed a separate Chapter 11 petition on November 3, 2010. KRYSTAL KOACH: Wants to Obtain DIP Financing From Seven One ----------------------------------------------------------- Krystal Koach, Inc., asks for authorization from the U.S. Bankruptcy Court for the Central District of California to obtain postpetition secured financing from Seven One Limited, a BVI Company. The DIP Lender has committed to provide up to $2.5 million. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/KRYSTAL_KOACH_dipfinancingpact.pdf Philip A. Gasteier, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The postpetition financing won't initially accrue interest. If the DIP Lender or an affiliate of the DIP Lender is the successful bidder for the Debtor's assets, the postpetition financing amounts will be applied toward and deducted from the purchase price. If the DIP Lender or an affiliate of the DIP Lender isn't successful bidder for the Debtor's assets, the postpetition financing amounts will accrue interest at 5% per annum, retroactive to the date of advance, and the postpetition financing amounts and accrued interest will be repaid from the purchase price. The Debtor's obligations under the DIP facility are secured by all of the Debtor's assets. The DIP financing will be secured by liens which will be (i) junior to perfected, valid and enforceable liens existing on the Petition Date on the Debtor's properties, and (ii) have superpriority status. The financing will also be secured by a deed of trust on real property of an affiliate of the Debtor, which real property includes the Debtor's headquarters and offices. The DIP lien is subject to a carve-out for the payment of up to $420,000 in unpaid fees and disbursements incurred by professionals retained, and U.S. Trustee and Clerk of Court fees. The Debtor will provide the Lender either (i) copies of financial reports as the Debtor provides to Comerica under any stipulation or order governing the use of cash collateral in connection with the Comerica loan, or (ii) within 15 days after the end of each fiscal month, an unaudited consolidated balance sheet of the Debtor as of the end of the month and an unaudited consolidated statement of income for the Debtor for the monthly period and for the period from the filing date through the end of the month. The Debtor will also provide the Lender all financial reports provided to any other creditor at the same time the reports are provided to those creditors. The revolving loan commitment will be in effect during the period commencing on the closing date and continuing until the earliest to occur of: (a) the sale or liquidation of the Debtor or substantially all of its assets; (b) the effective date of a reorganization plan; (c) any termination of the revolving loan commitment and acceleration of the loans by the Lender; (d) the rejection or non-approval by the Court of an asset purchase agreement under which the Lender or its affiliate are the buyer; (e) the approval by the Court of a buyer for the Debtor's assets and business other than the Lender or its affiliate; (f) a default or breach of the cash collateral court order; (g) conversion of any of the Chapter 11 case to a case under Chapter 7 of the U.S. Bankruptcy Code; (h) dismissal of any of the Chapter 11 case; (i) appointment of a trustee or examiner; (j) removal of the debtor in possessions principals for the control of the Debtor in Possession. About Krystal Koch Orange, California-based Krystal Koach, Inc., dba Krystal Enterprises, manufactures stretch limousines and customer shuttle buses in the U.S. It filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547). Ron Bender, Esq., who has an office in Los Angeles, California, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983) filed a separate Chapter 11 petition on November 3, 2010. KRYSTAL KOACH: Proposes Krystal-Led Auction for All Assets ---------------------------------------------------------- Krystal Koach, Inc, intends to sell all its assets free and clear of all liens, claims, encumbrances and other interests to Krystal Infinity, LLC, absent higher and better offers. On December 7, 2010, at 4:00 p.m., the Debtor will ask for the Bankruptcy Court for an order establishing procedures for the sale of the assets. The Debtor entered into an asset purchase agreement, dated November 19, 2010, with Krystal. A copy of the agreement is available for free at: http://bankrupt.com/misc/KRYSTAL_KOACH_apa.pdf Under the Agreement, the Buyer will acquire the assets at an aggregate purchase price of $9 million, which is expected to consist of cash in the amount of $6.5 million and the credit of the DIP financing in the amount of $2.5 million, plus the assumption of additional direct indebtedness of anticipated to exceed $2.67 million and certain contingent liabilities. The sale is subject to higher and better bids. El Molino Advisors, Inc., the Debtor's financial advisor and marketing consultant, will continue seeking and responding to interested purchasers. El Molino can be reached at: Lawrence Perkins E-mail: lperkins@elmolinoinc.com Phone: (213) 291-2547 In the event that other bids are submitted for the assets, an auction will be held on January 4, 2011, at 10:00 a.m., or two business days prior to the sale hearing date. To participate in the auction, a prospective bidder must deliver not less than 24 hours prior to the auction a deposit in clear funds in the amount of $500,000. Bids from prospective bidders must be the value offered by the lead bidder plus the breakup fee off $300,000, plus $100,000. Bids must be submitted not less than 24 hours prior to the auction. Bidding increments will be at least $100,000. The Court will consider the approval of the Debtor's sale of assets to the winning bidder in January 2011, at 10:00 a.m. The winning bidder will have until January 25, 2010, to consummate the sale. The deposit of the backup bidder will be retained by the Debtor following the conclusion of the auction sale and will be returned to the backup bidder on the earlier to occur of (i) the closing by the winning bidder of its purchase of the Debtor's assets or (ii) January 26, 2011, provided the winning bidder has closed its purchase of the Debtor's assets by that date. In the event that the lead bidder isn't the purchaser of the assets, the lead bidder will be paid a break-up fee of $300,000. About Krystal Koach Orange, California-based Krystal Koach, Inc., dba Krystal Enterprises, manufactures stretch limousines and customer shuttle buses in the U.S. It filed for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547). Ron Bender, Esq., who has an office in Los Angeles, California, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983) filed a separate Chapter 11 petition on November 3, 2010. K-V PHARMACEUTICAL: Missouri Court Alters Plea Agreement Payments ----------------------------------------------------------------- On November 16, 2010, the United States District Court for the Eastern Missouri issued an order that modified the payment obligations of K-V Pharmaceutical Company under a previous plea agreement, dated March 2, 2010, entered into among the Company, the Office of the United States Attorney for the Eastern District of Missouri and the Office of Consumer Litigation of the United States Department of Justice. Under the Modification Order, the period for payment of remaining amounts due under the Original Plea Agreement has been extended from July 11, 2012 to December 15, 2013. The Modification Order reduced the aggregate amount payable by the Company during fiscal 2011 fiscal year from $11,718,690 to $2,001,097, and the aggregate amount payable during fiscal 2012 from $9,374,954 to $3,008,806. Remaining payments aggregating $9,045,139 and $7,140,505 are due during fiscal 2013 and fiscal 2014, respectively. Under the Modification Order, the Company will be obligated make the remaining payments in seven installments, as follows: Payment Date Payment Amount ------------ -------------- December 15, 2010 $1,000,000 June 15, 2011 $1,001,097 December 15, 2011 $1,002,200 June 15, 2012 $2,006,606 December 15, 2012 $4,017,624 June 15, 2013 $5,027,515 December 15, 2013 $7,140,505 If the Company fails to make any of the required payments, all remaining payments will be accelerated and the entire unpaid amount will be due within ten business days. About K-V Pharmaceutical Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb) -- http://www.kvpharmaceutical.com/-- is a fully-integrated specialty pharmaceutical company that develops, manufactures, markets and acquires technology-distinguished branded prescription products. T he Company markets its technology-distinguished products through Ther-Rx Corporation, its branded drug subsidiary. On March 2, 2009, the Company entered into a consent decree with the FDA regarding the Company's drug manufacturing and distribution, which was entered by the U.S. District Court, Eastern District of Missouri, Eastern Division on March 6, 2009. The consent decree requires, among other things, that, before resuming manufacturing, the Company retain and have an independent expert undertake a review of the Company's facilities and certify compliance with the FDA's current good manufacturing practice regulations. The Company's balance sheet as of December 31, 2009, showed $584.46 million in total assets, $440.86 million in total liabilities, and stockholders' equity of $143.60 million. The Company has not filed its quarterly report for the period ended June 30, 2010, and its annual report for the fiscal year ended March 31, 2010. As reported in the Troubled Company Reporter on November 18, 2010, K-V Pharmaceutical Company disclosed that the filing of its quarterly report for the period ended September 30, 2010, will also be delayed. The Company expects that the report of its independent registered public accounting firm on its annual consolidated financial statements likely will include an explanatory paragraph disclosing the existence of substantial doubt regarding the Company's ability to continue as a going concern. The Company does not expect that the substantial doubt will be resolved as of the end of the period covered by the Form 10-Q for the quarter ended September 30, 2010. LEHMAN BROTHERS: Seeks to Set ADR Process to Settle SPVS Claims --------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors seek court approval to implement what they call an alternative dispute resolution process to settle their claims under derivatives contracts with special purpose vehicles. Since their bankruptcy, the Debtors have filed more than 50 lawsuits to recover claims involving more than 200 transactions. Most of these transactions involve the SPVs, which were implicated in the lawsuits. "Although the pending actions are currently stayed, it is the Debtors' intention to make efforts to consensually resolve most or all of those disputes before the expiration of the stay," says Richard Slack, Esq., at Weil Gotshal & Manges LLP, in New York. He says the derivatives transactions constitute significant assets of the Debtors' estates. The lawsuits are stayed until July 20, 2011, pursuant to the Court's October 20, 2010 order. The Debtors' derivatives contracts with the SPVs are also subject to the Court's prior order which authorized the implementation of a process for resolving claims that also stemmed from derivatives contracts. However, the order could not reportedly address the difficulties faced by the Debtors in finding appropriate counterparts with whom to discuss the settlement. "In a majority of the SPV derivatives transactions for which ADR notices have been served, the Debtors have come to the negotiating table only to find that there is no one with whom to negotiate," Mr. Slack says in court papers. Many of the SPVs have ignored the notices and have remained unresponsive to discussions with the Debtors, according to the Lehman lawyer. One feature of the proposed ADR process to resolve claims against SPVs is that it requires mandatory participation by the SPVs, which are involved in the pending lawsuits or will be named as defendants in future derivatives actions. Details about the proposed ADR process are contained in the proposed order, a copy of which is available for free at http://bankrupt.com/misc/LBHI_SPVADRprocess.pdf The Court will consider approval of the request at the hearing scheduled for December 15, 2010. Deadline for filing objections is December 8, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Proposes Settlement with BNY, et al. ----------------------------------------------------- Lehman Brothers Special Financing Inc. seeks court approval of an agreement to settle a dispute with Perpetual Trustee Company Limited in connection with a series of notes issued under the so- called Dante program. The notes are tied to credit-default swap transactions between LBSF and Saphir Finance Public Limited Company, which issued the notes under the program. A dispute ensued between LBSF and Perpetual after the transactions were terminated following LBSF's bankruptcy filing. As owner of the notes, Perpetual sought to redeem them and liquidate the collateral securing the notes. LBSF and Perpetual disagree over the priority of payments that should be applied by trustee, BNY Corporate Trustee Services Limited, when liquidating the collateral and distributing the proceeds between the two companies. The proposed settlement is formalized in two agreements: the Termination and Settlement Agreement and the Settlement Payment Deed. Copies of these agreements are available for free at: http://bankrupt.com/misc/LBHI_SettlementAgreement.pdf http://bankrupt.com/misc/LBHI_SettlementDeed.pdf Under the Termination and Settlement Agreement, the notes will be redeemed and claims that stemmed from the transactions will be terminated. The agreement requires the sale of the collateral securing the notes, with LBHI Estates Ltd., an affiliate of LBSF, acting as the disposal agent. Saphir is required under the agreement to make payments to an agent who will distribute the funds to LBSF and Saphir in accordance with the Settlement Payment Deed. The agreement also calls for the dismissal of a lawsuit which LBSF filed against BNY Corporate, and an appeal by BNY Corporate to reconsider the Bankruptcy Court's order issued on July 19, 2010, in favor of LBSF. The case filed by Perpetual in London to seek payment from BNY Corporate as well as the appeal filed by LBSF in connection with the case will also be dismissed, according to the agreement. Meanwhile, under the Settlement Payment Deed, both Perpetual and LBSF are required to indemnify the agent assigned to distribute Saphir's payments for any liabilities except those resulting from breach of the deed, fraud, negligence or misconduct. LBSF is also required to pay a sum of GBP280,320 to Perpetual for costs it incurred in the U.K. case. The Bankruptcy Court will consider approval of the proposed settlement at the hearing scheduled for December 15, 2010. Deadline for filing objections is December 8, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins Approval to Enter Into Hedging Transactions ----------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors obtained court approval to enter into hedging transactions. The Debtors made the move to reduce or eliminate the risk associated with fluctuations in currency exchange rates that could cause the value of their foreign assets to deteriorate. The Debtors' estimate that their total exposure to foreign exchange risk in connection with their foreign assets is about $1.8 billion as of June 30, 2010. In a related development, Lehman Commercial Paper Inc. entered into a stipulation permitting UBS AG to exercise its rights with respect to their ISDA master agreement and the collateral that will be posted in connection with their agreement. The ISDA master agreement may involve hedging transactions, LBSF said in a court filing. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/LBHI_StipUBShedging.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Trustee Seeks to Confirm Workers Claims Denial --------------------------------------------------------------- In accordance with the November 2008 LBI Claims Process Order, James W. Giddens, as trustee for the liquidation of the business of Lehman Brothers Inc. under the Securities Investor Protection Act of 1970, has determined that: -- certain claims (i) based upon wages and compensation owed by LBI for past employment and (ii) based on accounts that were empty as of September 15, 2008, or transferred to Barclays Capital Inc. in transactions finally approved by the Court on December 14, 2009, and which involve investments that were not securities housed at LBI do not even allege entrustment of property or cash to LBI as required for a customer relationship; and -- certain claims based on relationships with Lehman entities other than LBI appear to relate to property that was not in the possession of LBI, and thus not entrusted to the broker dealer within the meaning of SIPA. Because these claimants cannot show that they entrusted property to the Debtor, or that the Debtor ever "received, acquired or held" securities on their behalf, the Trustee's determined that customer status for these claims should be denied. Eighty-one claimants, representing 103 claims, filed written objections to the Trustee's determinations, sometimes providing additional materials or explanations in support of their claims. In some instances, new information submitted with the claimant's objection supported amending the Trustee's determination, and the claimants withdrew their objections. In other instances, review of the objections confirmed the Trustee's initial determination, and many of those objections were similarly withdrawn after the Trustee's staff and professionals communicated the information directly to the claimant. According to David W. Wiltenburg, Esq., at Hughes Hubbard & Reed LLP, in New York, discussions with claimants are continuing and it is anticipated that other claimants may voluntarily withdraw their objections and there may be further instances where the Court's determination is required. The LBI Trustee asks the Court to confirm his determinations regarding the Employee Compensation, Alternative Investment and Non-LBI Claims. Mr. Wiltenburg says the Motion continues the process of seeking the Court's determination where informal discussions have not resolved disputes. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIVE CURRENT: Posts $650,000 Net Loss in Third Quarter of 2010 -------------------------------------------------------------- Live Current Media Inc. filed its quarterly report on Form 10-Q, reporting a net loss attributable to the Company of $650,337 compared with net income attributable to the Company of $703,127 for the same period in 2009. Total sales were $629,973 for the third quarter of 2010, compared with $1,757,736 in the same period in 2009. The Company's balance sheet at September 30, 2010, showed total assets of $1,789,461, total liabilities of $1,631,532, and stockholders equity of $157,929. The Company noted in the Form 10-Q that at September 30, it generated revenues from the sale of third-party products over the Internet, "pay-per-click" advertising, and by selling advertising on media rich websites with relevant content. However, during 2008, 2009 and the nine months ended September 30, the Company's revenues were not adequate to support its operations. In order to conserve cash, the Company paid certain service providers with shares of its common stock during those years, and the Company continues to explore opportunities to do so in 2010. The Company also sold or leased some of its domain name assets in order to generate cash. A full-text copy of the Form 10-Q is available for free at: http://ResearchArchives.com/t/s?6ff7 About Live Current Based in Vancouver, Canada, Live Current Media Inc. (OTC BB: LIVC) -- http://www.livecurrent.com/-- through its subsidiary, Domain Holdings Inc., owns more than 900 domain names. These domain names span several consumer and business-to-business categories including health and beauty, and sports and recreation. Going Concern Doubt Ernst & Young LLP, in Vancouver, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's recurring net losses. MACATAWA BANK: Names C. Hankinson Sr. VP and Chief Credit Officer ----------------------------------------------------------------- Macatawa Bank Corporation appointed Craig A. Hankinson as Senior Vice President and Chief Credit Officer. In this position, Hankinson will have oversight for Macatawa's credit administration and credit approval process, loan policies and procedures, and work to ensure the overall quality of the Bank's lending portfolio. Mr. Hankinson has more than 20 years of credit and lending experience in the West Michigan and broader Midwest regional market. Most recently, he served as Senior Credit Officer of the business banking group for Fifth Third Bancorp. Previously, he served as Senior Affiliate Credit Officer, also with Fifth Third, where he directed a commercial loan portfolio comprising middle market, commercial real estate and business banking credit relationships. Earlier in his career, he held retail, private and commercial banking positions with AmeriBank and Comerica. Hankinson earned a bachelor's degree in business administration from Davenport College in Grand Rapids. "We are very pleased to welcome Craig to Macatawa's leadership team," said Macatawa Bank CEO Ronald L. Haan. "We're looking forward to drawing on his credit risk management expertise and veteran industry perspective. Craig shares our commitment to a very disciplined and conservative credit approach that remains focused on improving the quality of our lending portfolios." About Macatawa Bank Headquartered in Holland, Michigan, Macatawa Bank Corporation (Nasdaq: MCBC) is the parent company for Macatawa Bank. Through its banking subsidiary, the Company offers a full range of banking, investment and trust services to individuals, businesses, and governmental entities from a network of 26 full service branches located in communities in Kent County, Ottawa County, and northern Allegan County. The Company's balance sheet at September 30, 2010, showed $1.61 billion in total assets, $1.54 billion in total liabilities, and stockholders' equity of $67.0 million. As reported in the Troubled Company Reporter on April 7, 2010, Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company incurred significant net losses in 2009 and 2008, primarily from higher provisions for loan losses and expenses associated with the administration and disposition of non-performing assets at its wholly owned bank subsidiary Macatawa Bank. METRO-GOLDWYN-MAYER: Court to Rule on Joint Amended Plan Dec. 2 --------------------------------------------------------------- Metro-Goldwyn-Mayer Studios Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the Southern District of New York their amended Joint Prepackaged Plan of Reorganization on November 23, 2010. The filing of the amended Plan is in line with the Court's order issued on November 12, 2010, allowing the Debtors to file a revised Plan to reflect non-material changes agreed with Spyglass Entertainment Holdings Inc., the stockholders of Cypress Entertainment Group, Inc., and Garoge, Inc., and an informal subcommittee composed of members of a steering committee of certain lenders under the Debtors' Prepetition Credit Agreement. As previously reported, the Plan Modifications generally fall within two categories: * Modifications relating to C/G and Spyglass co-founders Gary Barber and Roger Birnbaum. The modified transaction will no longer include an acquisition of C/G's assets or the "C/G Library Assets". Furthermore, Messrs. Barber and Birnbaum will join the reorganized Debtors as co-CEOs and will both have seats on the board of directors of reorganized MGM Holdings, but neither will be appointed as chairman of the Board, which will not have a designated chairman as of the Effective Date. * Modifications to certain corporate governance provisions in the Plan to, among other things, provide Carl Icahn with parity to the other significant shareholders, including granting Mr. Icahn a seat on the Board, and to address other corporate governance issues raised by Mr. Icahn. Judge Stuart Bernstein is set to hold a hearing on December 2, 2010, to consider confirmation of the amended plan and approval of the accompanying disclosure statement. Parties had until November 25 to file objections to the amended plan. A required meeting of creditors has been set to take place on November 30, two days before the Combined Disclosure Statement and Plan Confirmation Hearing. Amended Prepackaged Plan Under the amended restructuring plan, each holder of Class 3 Allowed Credit Agreement Claims will receive its pro rata share of 99.46% of the new common stock to be issued on the plan effective date, subject to dilution by the Equity Incentive Plan. A provision requiring the Debtors to return the letters of credit outstanding on the effective date was deleted. The new common stock refers to the Class A common stock of restructured MGM Holdings Inc., which will have full voting rights; and the Class B common stock, which will be subject to limited voting restrictions. The amended plan also provides that holders of claims under Class 4 will have those claims reinstated on the plan effective date, provided that the Revenue Participation Agreement between MGM Studios and Domestic Distribution Inc. will be amended on that date by the amendment to the MGM/DDI Confirmation Agreement entered into by Domestic Distribution Inc., JPMorgan Chase Bank N.A. and certain lenders in connection with the Credit and Security Agreement dated September 19, 2006. The treatment of claims in other classes remains unchanged under the amended plan. Under the amended plan, the provision governing the resolution of disputed, contingent and unliquidated claims has also been revised. Pursuant to the revised provision, in case a claim is not allowed as of the effective date, the claimant or the restructured companies can commence an action or proceeding to determine the amount and validity of the claim in any venue or before the Court, provided that the parties may agree that any dispute will be determined, resolved or adjudicated in the appropriate non- bankruptcy forum and not before the Court. On the plan effective date, upon the terms and subject to the conditions stated in the Investment Agreement, Spyglass Entertainment will contribute the assets identified in that agreement to reorganized, restructured MGM Holdings Inc. or its designated subsidiary, which will assume all liabilities related to the assets. Spyglass will also be issued 0.54% of the new common stock. Meanwhile, holders of Class 3 claims will be issued the remaining 99.46% of the new common stock. Each secured lender to the credit agreement dated April 8, 2005, will have the option to receive either Class A or Class B common stock, according to the amended plan. The amended plan also provides that contracts designated for assumption will be cured by being reinstated and all payments required by Section 365(b)(1)(A) of the Bankruptcy Code under those contracts will be made by the reorganized companies on the effective date. Any disputes concerning the amount of the payments required by Section 365(b)(1)(A) will be adjudicated in accordance with the revised provision governing the resolution of disputed, contingent and unliquidated claims. A new provision concerning defaults required to be cured under Section 365(b)(1)(A) was added to the amended plan. This additional provision states that any alleged defaults required to be cured may be asserted in accordance with the assumed contract before or after the effective date, and the determination of the cure will not be prejudiced or precluded notwithstanding the approval of the assumption or occurrence of the effective date, and will be adjudicated in accordance with the revised provision governing the resolution of disputed, contingent and unliquidated claims. The new provision also requires the Debtors to pay any allowed claim for cure under Section 365(b)(1)(A) on the latest of the effective date; the date on which the claim for cure is allowed, or another date mutually agreed to by the Debtors or the reorganized Debtors and the holder of the allowed claim for cure under Section 365(b)(1)(A). Following entry of an order confirming the amended plan, no one will be allowed to challenge the assumption of a contract, to challenge the determination that the Debtors have provided adequate assurance to cure any default under that contract, or assert an entitlement to relief under 365(b)(1)(B) or (C), the new provision further states. Two other provisions were also added under Article 9 of the amended plan. One of these provisions clarify that Pension Benefit Guaranty Corp., the MGM Retirement Plan or any other benefit plan will not be enjoined or precluded from enforcing any liability or responsibility of the Debtors, the reorganized Debtors, or any other non-debtor party by the provisions of the amended plan or any other document filed in the Debtors' Chapter 11 cases. The other provision states that nothing in Article 9 of the amended plan modifies the treatment of Class 5 claims, and that nothing in the amended plan prevents any holder of an unimpaired claim from pursuing the allowance or payment of its claim from the reorganized Debtors. Century City Leases Under the amended plan, the Debtors are required to either assume or reject the lease contract dated November 15, 2000, between A.P. Properties Ltd. and MGM Studios Inc.; and a sublease dated May 26, 2006, between MGM Studios Inc. and International Creative Management Inc. within 12 months after the effective date. MGM Studios entered into the contracts to lease non-residential real properties in Los Angeles, California. Constellation Place LLC is the landlord under the November 15 lease. The Debtors are prohibited from seeking an order rejecting or terminating the November 15 lease in contradiction of a court- approved agreement between Constellation Place and MGM Studios. Constellation Place and MGM Studios earlier entered into the agreement to allow MGM Studios to give up about 75,000 square feet of space in an office building in California, which it uses for its headquarters. The agreement was approved by the Court on November 12, 2010. The amended plan further provides that any assumption of the November 15 lease and the sublease should comply with Section 365(b) of the Bankruptcy Code, to the extent applicable. If applicable, any claims arising from the rejection of those leases will be governed by the deadlines and limitations stated in Section 7.1 of the amended plan, which governs the assumption or rejection of executory contracts and unexpired leases. Meanwhile, claims allowed under the agreement between MGM Studios and Constellation Place will be treated strictly in accordance with that agreement and the November 12 court order. Any allowed general unsecured claims will be paid in accordance with the amended plan. Prior to the assumption or rejection of the November 15 lease and the sublease, the Debtors have to comply with Section 365(d)(3) of the Bankruptcy Code, according to the amended plan. Copies of the amended Joint Prepackaged Plan of Reorganization and related documents are available for free at: http://bankrupt.com/misc/MGM_AmendedPlan.pdf http://bankrupt.com/misc/MGM_NewCreditFacilityTermSheet.pdf http://bankrupt.com/misc/MGM_AmendedInvestmentAgreement.pdf http://bankrupt.com/misc/MGM_RegistrationRightsAgreement.pdf http://bankrupt.com/misc/MGM_EquityIncentivePlan.pdf http://bankrupt.com/misc/MGM_AmendedBylawsReorgHoldings.pdf http://bankrupt.com/misc/MGM_ConfirmationAgreement.pdf http://bankrupt.com/misc/MGM_CommitmentLetterJPMorgan.pdf People familiar with the situation said MGM hopes to exit bankruptcy by mid-December, according to a November 24, 2010 report by Los Angeles Times. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- -- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro- Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) METRO-GOLDWYN-MAYER: 3 Members of New Board Selected by Creditors ----------------------------------------------------------------- Metro-Goldwyn-Mayer Studios Inc. has disclosed the composition of the new board of directors including three from the creditors that helped reorganize the company. Patrick Daugherty, a partner and senior portfolio manager at Highland Capital Management LP; Christopher Pucillo, president and founder of Solus Alternative Asset Management LP; and Kevin Ulrich, chief executive officer of Anchorage Capital Group LLC will be among the members of the new board, MGM Studios disclosed in a court filing. Highland, Solus and Anchorage were part of the creditors' committee that helped negotiate MGM's restructuring, along with Davidson Kempner Capital Management LLC, JPMorgan Chase & Co. and Invesco Inc., according to a November 24, 2010 report by Bloomberg News. MGM Studios also tapped Fredric Reynolds, former chief financial officer of CBS Corporation, and Jason Hirschhorn, co-president of social networking company, MySpace. Mr. Reynolds worked in the television business at CBS Corporation and its predecessor companies from 1994 to 2009. Mr. Hirschhorn has been an executive in the digital media space for over 15 years. MGM will likely be looking to tap their expertise in television distribution and digital distribution, respectively, in order to wring value out of its library of about 4,000 titles and the seven-to-eight new films it plans to release starting in 2012, according to a November 24, 2010 report by Los Angeles Times. Also joining the nine-member board are co-founders of Spyglass Entertainment, Gary Barber and Roger Birnbaum. Two more directors who will join the new board have not yet been named. One of those directors will be designated by Carl Icahn who agreed to support the bankruptcy plan following MGM Studios' rejection of a takeover bid from Lions Gate Entertainment Corp., Bloomberg News reported. The current MGM officers are expected to serve as initial officers of the restructured companies except for Stephen Cooper, who will resign as vice-chairman and member of the Office of the Chief Executive Officer of MGM Holdings Inc. as of the effective date of the restructuring plan. He will be replaced by Messrs. Barber and Birnbaum who will serve as co-chief executive officers, according to the court filing. MGM expects that the current officers will continue in such capacities for the restructured companies and will receive compensation in accordance with their pre-bankruptcy employment contracts, which will be assumed on the effective date, the court filing said. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- -- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro- Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MICHAEL SCHUGG: Trustee Has Access Rights to Indian Land -------------------------------------------------------- The United States Court of Appeals for the Ninth Circuit holds that G. Grant Lyon, the Chapter 11 Trustee of the bankruptcy estate of Michael Keith Schugg, dba Shuburg Holsteins, and Debra Schugg, had a valid right of access to a parcel of land completely surrounded by Indian reservation land, and that the aboriginal title of the Gila River Indian Community, a federally recognized Indian tribe, to the property has been extinguished. The Ninth Circuit also holds that the district court correctly found that the issue over whether the Community has zoning authority to prevent future residential development of the property was not ripe for decision. The Schuggs filed for bankruptcy in 2004. The case is G. GRANT LYON, Plaintiff-counter-defendant-Appellee Cross Appellant, v. GILA RIVER INDIAN COMMUNITY, Defendant- counter-plaintiff-Appellant Cross Appellee, case no. 08-15712 (9th Cir.). The three-man panel of Chief Judge Alex Kozinski, and Circuit Judges J. Clifford Wallace and Richard R. Clifton preside over the case. A copy of the November 24 Opinion, written by Judge Wallace, is available at http://is.gd/hWB46from Leagle.com. Gila River Indian Community is represented by: Patricia A. Millett, Esq. Mark J. MacDougall, Esq. Troy D. Cahill, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP Washington, D.C. Telephone: 202-887-4450 Facsimile: 202-887-4288 E-mail: pmillett@akingump.com mmacdougall@akingump.com tcahill@akingump.com -- and -- Jennifer Kay Giff, Esq. Pima Maricopa Tribe Law Office Sacaton, Arizona G. Grant Lyon is represented by: Paul F. Eckstein, Esq. Richard M. Lorenzen, Esq. Joel W. Nomkin, Esq. PERKINS COIE BROWN & BAIN P.A. 2901 N. Central Avenue, Suite 2000 Phoenix, AZ 85012-2788 Telephone: 602-351-8222 E-mail: PEckstein@perkinscoie.com MOTEL 4 BAPS: Ohio Appeals Court Affirms Foreclosure ---------------------------------------------------- Motel 4 BAPS, Inc., appeals a trial court's denial of its motion to stay receiver's auction and the granting of the receiver's motion to sell foreclosed property. Judges Colleen Conway Cooney, Mary Eileen Kilbane, and Larry A. Jones of the Court of Appeals of Ohio, Eighth District, Cuyahoga County, find no merit to the appeal and affirm the lower court's decision. The case is Huntington National Bank, Plaintiff-Appellee, v. Motel 4 Baps, Inc., Defendant-Appellant, case no. 95107 (Ohio App. Ct., Cuyahoga Cty.). A copy of the Journal Entry and Opinion, dated November 24, 2010, and written by Judge Cooney, is available at no charge at http://is.gd/hWDstfrom Leagle.com. Motel 4 BAPS is represented by: Jonathan P. Blakely, Esq. Julius Trombetto, Esq. WESTON HURD LLP The Tower at Erieview 1301 E. 9th Street, Ste. 1900 Cleveland, OH 44114-1862 - and - Ashvin Chandra, Esq. ASHVIN CHANDRA, LLC 15600 Madison Avenue Lakewood, OH 44107 - and - Donald E. Wertheimer, Esq. 1017 E. Jefferson Blvd. South Bend, IN 46617 Huntington National Bank is represented by: Jeffrey J. Madison, Esq. Lisa T. Banal, Esq. Dennis J. Morrison, Esq. MEANS, BICHIMER, BURKHOLDER & BAKER 1650 Lake Shore Drive, Ste. 285 Columbus, OH 43204-4894 Tim Collins, as Receiver, is represented by: Brendan R. Doyle, Esq. HARVEY LABOVITZ, COLLINS & SCANLON 3300 Terminal Tower, 50 Public Square Cleveland, OH 44113-2294 NYC OFF-TRACK: May Shut Down in December Absent Bailout ------------------------------------------------------- The Associated Press reports that the New York City Off-Track Betting Corp. board chair Larry Schwartz and president Greg Rayburn said Sunday that state lawmakers need to intervene to keep betting parlors and horse racing tracks open. Messrs. Schwartz and Rayburn warned that OTB could be forced to shut down in December unless state lawmakers approve a bailout of the operation. The AP says about 500 OTB workers are expected to be laid-off Tuesday. The AP notes lawmakers are being asked to consider a plan that includes concessions from the business, its unions and creditors. About NYC Off-Track Betting New York City Off-Track Betting Corporation is a public benefit corporation, which operates an off-track pari-mutuel betting system on thoroughbred and harness horse races held at all 11 race tracks located in New York State and certain race tracks located outside of the State. Since NYC OTB's inception in 1971, it has made payments of nearly $2 billion to the State horse racing industry, more than $1.4 billion to New York City and nearly $600 million to the State. In 2008 alone, NYC OTB made statutory contributions in an aggregate amount of $128.6 million to the State horse racing industry, the State, the City, and other local municipalities. NYC OTB's operations are regulated by the State. NYC OTB sought protection under Chapter 9 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009. NYC OTB is represented by Richard Levin, Esq., at Cravath, Swaine & Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C. Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP in New York City. At September 30, 2009, NYC OTB disclosed $18,468,147 in total assets, $74,912,742 in total current liabilities, $6,982,887 in long-term liabilities, and $201,020,000 in long-term post employment benefits. OVERLAND STORAGE: Has Until Dec. 31 to File Plan of Compliance -------------------------------------------------------------- On November 16, 2010, Overland Storage Inc. received a written notification from The Nasdaq Stock Market Inc. that the Company is not in compliance with the alternative minimum standards for shareholders' equity, minimum market value of listed securities or minimum net income set forth in Listing Rule 5550(b) for continued listing of the Company's common stock on The Nasdaq Capital Market. The notification has no effect on the listing of the common stock on the Capital Market at this time. The Company has until December 31, 2010, to submit a plan to Nasdaq to regain compliance with one of the alternative minimum standards for continued listing set forth in Listing Rule 5550(b). If the Compliance Plan is accepted by Nasdaq, the Company will receive an extension of up to 180 days from November 16, 2010, or until May 16, 2011, to evidence compliance. If Nasdaq does not accept the Compliance Plan, the Company may appeal the decision to a Nasdaq Hearings Panel. The Company is in the process of preparing the Compliance Plan, but there can be no assurance that Nasdaq will accept the Compliance Plan, that the Company will receive an extension or that the Company will be able to timely regain compliance with the minimum standards for continued listing on the Capital Market. In determining whether to accept the Compliance Plan, Nasdaq will consider such things as the likelihood that the plan will result in compliance with Nasdaq's continued listing criteria, the Company's past compliance history, the reasons for the Company's current non-compliance, other corporate events that may occur within the review period, such as the closing of the Company's sale of approximately $4.2 million of shares of common stock to certain institutional investors on November 17, 2010, the Company's overall financial condition and the Company's public disclosures. Any delisting of the common stock by Nasdaq could adversely affect the Company's business, financial condition and results of operations. As reported in the Troubled Company Reporter on September 28, 2010, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted of the Company's recurring losses and negative operating cash flows. About Overland Storage San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of data management and data protection solutions across the data lifecycle. By providing an integrated range of technologies and services for primary, nearline, offline, archival and cloud data storage, Overland makes it easy and cost effective to manage different tiers of information over time. PALM HARBOR: Files for Chapter 11 to Merge Into Fleetwood --------------------------------------------------------- Palm Harbor Homes, Inc. and five of its domestic subsidiaries, Palm Harbor Manufacturing L.P., Palm Harbor Albemarle L.L.C., Palm Harbor Real Estate L.L.C., Palm Harbor GenPar L.L.C. and Nationwide Homes Inc. filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 10-13850) on November 29, 2010. The Company said it is taking this action to provide liquidity and partner with Fleetwood Homes, Inc., a subsidiary of Cavco Industries, Inc. (NASDAQ: CVCO) through a sale process pursuant to Section 363 of the Bankruptcy Code in order to support ongoing operations. "Prolonged poor industry conditions have depleted the liquidity of Palm Harbor Homes despite management's ongoing efforts to improve and scale back operations as prudent and restructure our existing debt. Over the last several months, we have conducted a thorough process to identify the best capital partner for our Company," said Larry H. Keener, chairman, president and chief executive officer of Palm Harbor Homes. The company defaulted on its credit facility with Textron Financial Corp. after it failed to comply with covenants and turnover proceeds from home sales. Palm Harbor sales fell 4.2% to $150.6 million in the six months ended Sept. 24 from $157.2 million in the year-earlier period. Net loss for the six months totaled $16.7 million. $55 Million DIP Financing The Company has received a $50 million commitment, which may increase to $55 million if certain conditions are met, for a debtor-in-possession credit facility from Fleetwood Homes that will be used to extinguish all obligations due on the existing Textron Financial Corporation facility and fund post-petition operations, commitments to customers, and employee obligations. Sec. 363 Sale Through a newly formed subsidiary of Fleetwood Homes, Inc., Cavco and Third Avenue have entered into an agreement with Palm Harbor and certain of its subsidiaries to purchase substantially all of Palm Harbor's assets comprising its manufactured and modular housing construction and retail businesses and all of the outstanding stock of its insurance and finance subsidiaries, and to assume certain liabilities of Palm Harbor. The asset purchase transaction is expected to be conducted pursuant to a sale process under section 363 of the U.S. Bankruptcy Code. Cavco and Third Avenue's joint $57.5 million "stalking horse" bid is subject to customary conditions to closing, certain post- closing adjustments, and bankruptcy court approval and includes manufactured housing factories, retail locations, equipment, accounts receivable, inventory, intellectual property, and certain warranty and other liabilities. Palm Harbor's insurance and finance subsidiaries, including Standard Casualty Company, Standard Insurance Agency, CountryPlace Acceptance Corp., and CountryPlace Mortgage, Ltd. are not parties to the Palm Harbor bankruptcy filing, but the shares of these companies are included in the assets to be acquired by Fleetwood Homes. "Management and the Board have decided that the Chapter 11 process is the best alternative available for all stakeholders and provides us with the most timely and orderly means to recapitalize our Company. In support of this decision, we are pleased to announce our commitment for Debtor-In-Possession financing with Fleetwood Homes to provide us the liquidity runway to participate in a court approved 363 auction process to seek the highest recovery for our various stakeholders," added Mr. Keener. Fleetwood Homes, Inc. is 50% owned by Cavco Industries, Inc. and 50% by Third Avenue Value Fund (TAVFX). Third Avenue Management, the investment advisor to TAVFX, is a New York-based company with expertise in value and distressed investing. A subsidiary of Fleetwood Homes, Inc. will be the stalking horse bidder for the assets and certain warranty and other liabilities of the Company. Bloomberg relates that Third Avenue, which manages $13 billion in assets, and Cavco acquired Fleetwood Enterprises Inc.'s home- building business in a bankruptcy auction last year for $26.6 million. Non-Debtor Affiliates Palm Harbor Homes' affiliates, Standard Casualty Company, Standard Insurance Agency, Palm Harbor Insurance Agency and CountryPlace Acceptance Corp., were not included in -- and their operations will not be impacted by -- the filing. These entities will, however, be included in the merger that results from the auction process. Joseph H. Stegmayer, chairman, president and chief executive officer of Cavco Industries, Inc. added, "We are pleased to have this opportunity to partner with Palm Harbor Homes and look forward to a successful outcome of this process. Our mutual intention is to help Palm Harbor continue its heritage of providing quality home building, retailing, finance availability, competitive insurance products and outstanding customer service. Our combined businesses will have a strengthened foundation and market presence." First Day Motions The Company emphasized that daily operations are expected to continue uninterrupted throughout the restructuring. The Company filed approximately 20 "first-day motions" covering the continuation of employee programs and business operations, as well as its post-petition DIP financing, the continuation of supplier payments, customer contract and warranty programs, retailer rebate programs, and other case administration matters. The Company anticipates that these first-day motions will be heard this week. Pursuant to the relief requested in those motions, homes will be sold, manufactured and delivered as normal, employees will be paid and will continue to receive the same benefits as before the filing and all customer contracts and warranties will be honored. "Despite the current challenges in our core markets, we still believe there are considerable opportunities in the factory-built construction industry in the future," said Mr. Keener. "We fully expect to proceed through this restructuring swiftly and continue designing and manufacturing high quality products for our retailers, builders and developers." Palm Harbor climbed 12.5 cents, or 86%, to 27 cents November 29 in Nasdaq Stock Market trading. Cavco, which rose 33 cents to $34.53 November 29, has fallen 3.9&% this year. About Cavco Industries Cavco Industries, Inc. -- http://www.cavco.com/-- headquartered in Phoenix, Arizona, is one of the largest producers of HUD code manufactured homes in the United States, based on reported wholesale shipments of both Cavco and Fleetwood Homes. The company is also a leading producer of park model homes and vacation cabins in the United States. Third Avenue Management, the investment adviser to Third Avenue Value Fund, is a New York-based company with expertise in value and distressed investing. Contact Cavco at: Joseph Stegmayer, Chairman and CEO Cavco Industries, Inc. Tel: (602) 256-6263 E-mail: joes@cavco.com About Palm Harbor Homes, Inc. Palm Harbor Homes -- http://www.palmharborhomes.com-- is a Dallas, Texas-based manufacturer and marketer of factory-built homes. The Company (NASDAQ: PHHM) markets nationwide through vertically integrated operations, encompassing manufacturing, marketing, financing and insurance. It currently has 54 company- owned retail sales centers in seven states, many of which also sell used and repossessed homes. Its independent dealer network consists of approximately 75 local dealers that market to lifestyle communities and to customers directly. Capital Southwest Corporation and Capital Southwest Venture Corporation are the Company's largest shareholders, owning 34.2% of the stock. The Company's legal advisor is Locke Lord Bissell & Liddell; its financial advisor is Raymond James & Associates and its restructuring advisor is Alvarez & Marsal. The Company has appointed Brian Cejka of Alvarez & Marsal as its Chief Restructuring Officer. Mr. Cejka will report to the Company's Chief Executive Officer. BMC Group is the claims and notice agent. On the Net: http://www.restructure.palmharbor.com The Company disclosed $321.3 million in assets and $280.3 million in debt as of Oct. 29. PALM HARBOR: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Palm Harbor Homes, Inc. 15303 Dallas Parkway Addison, TX 75001 Bankruptcy Case No.: 10-13850 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Palm Harbor Albemarle, LLC 10-13849 Palm Harbor Real Estate, LLC 10-13851 Palm Harbor GenPar, LLC 10-13852 Palm Harbor Manufacturing, LP 10-13853 Nationwide Homes, Inc. 10-13854 Type of Business: Palm Harbor Homes, Inc., manufactures and Markets factory- built homes. The Company markets nationwide through vertically integrated operations, encompassing manufactured and modular housing, financing and insurance. Web site: http://www.palmharbor.com/ Chapter 11 Petition Date: November 29, 2010 Bankruptcy Court: U.S. Bankruptcy Court Bankruptcy Judge: Christopher S. Sontchi Debtors' Counsel : Christopher A. Ward, Esq. POLSINELLI SHUGHART PC 222 Delaware Avenue Suite 1101 Wilmington, DE 19801 Tel.: (302) 252-0920 Fax : (302) 252-0921 E-mail: cward@polsinelli.com Debtors' Chief Restructuring Officer: Brian Cejka ALVAREZ & MARSAL Debtors' General Bankruptcy Counsel: LOCKE LORD BISSELL & LIDDELL LLP Debtors' Investment Banker: RAYMOND JAMES AND ASSOCIATES, INC. Debtors' Financial Advisor: ALVAREZ & MARSHAL NORTH AMERICA, LLC Debtors' Claims Agent: BMC GROUP, INC. Total Assets: $321,263,000 Total Debts : $280,343,000 The petition was signed by Brian E. Cejka, chief restructuring officer. Debtor's List of 30 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ Convertible Bonds Debt $54,719,981 c/o American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 Universal Forest Products Trade Payable $2,592,550 P.O. Box 201768 Dallas, Texas 75320 Wesco Distribution, Inc. Trade Payable $1,664,646 P.O. Box 676780 Dallas, Texas 75267 LaSalle Bristol LP Trade Payable $761,008 Kinro, Inc. Trade Payable $553,144 GE Appliances Trade Payable $503,729 Atlantic Services & Trade Payable $425,067 Supply Bluelinx Corporation Trade Payable $422,581 BBC Distribution, LLC Trade Payable $397,100 Shaw Industries, Inc. Trade Payable $340,080 MASCO Trade Payable $312,348 Boise Cascade Bldg. Trade Payable $280,145 Materials Lone Star Wheel Trade Payable $275,226 Components, Inc. Gerdau Ameristeel Trade Payable $239,704 Dima, Joe Trade Payable $237,717 Woodgrain Millwork, Inc. Trade Payable $195,289 Elixir Industries Trade Payable $163,355 Vanguard Modular Building Trade Payable $184,012 Systems Paco Steel & Trade Payable $158,372 Engineering Corp. Giseburt, Greg Trade Payable $156,323 DMH, Inc. Trade Payable $153,107 Owens Corning Sales, Inc. Trade Payable $150,323 Ellis Consulting, Inc. Service $139,358 Patrick Industries, Inc. Trade Payable $137,486 Craddock Davis & Krause LLP Trade Payable $137,335 Ruscio, Mario Trade Payable $134,803 Ruscio, Caesar Trade Payable $133,551 ABC Supply Co. Trade Payable $132,258 Tell Manufacturing, Inc. Trade Payable $130,148 BCI-Basic Components Trade Payable $125,118 PEGGY LUCEY: Case Summary & 14 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Peggy Marlene Lucey fka Peggy Heck 232 27th Street San Mateo, CA 94403 Bankruptcy Case No.: 10-34673 Chapter 11 Petition Date: November 26, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: James F. Beiden, Esq. LAW OFFICES OF JAMES F. BEIDEN 840 Hinckley Road, #245 Burlingame, CA 94010 Tel: (650) 697-6100 E-mail: attyjfb@yahoo.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 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-34673.pdf PFF BANCORP: Committee May Sue KPMG to Recoup Preferences --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that PFF Bancorp Inc. was authorized last week to settle the disputed claim of Pension Benefit Guaranty Corp. Mr. Rochelle relates that with PFF's consent, the bankruptcy judge also allowed the creditors' committee to file preference suits and start a lawsuit against KPMG LLC, the bank holding company's former accountants. Unless the budget is enlarged, the committee can spend only $250,000 in lawyers' fees in chasing preferences or suing KPMG. According to Mr. Rochelle, the Creditors Committee can't sue current directors and officers. The Committee also cannot bring suits that belong to the Federal Deposit Insurance Corp. as receiver for the failed bank subsidiary. About PFF Bancorp PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non- diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act with headquarters formerly located in Rancho Cucamonga, California. Bancorp is the direct parent of each of the remaining Debtors. Prior to filing for bankruptcy, Bancorp was also the direct parent of PFF Bank & Trust, a federally chartered savings institution, and said bank's subsidiaries. PFF Bancorp Inc. and its affiliates sought Chapter 11 protection on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08-13131). Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents the official committee of unsecured creditors as counsel. POH ASSISTED: Court Keeps Accounting Claims Against Sunrise ----------------------------------------------------------- POH Assisted Living, LLC, sued Sunrise Assisted Living Management, Inc., and Sunrise Senior Living, Inc., in July 2010, on three separate counts: Count 1 alleges that Sunrise breached the parties' Management Agreement, and breached its fiduciary duties under the Management Agreement by charging for shared services, centrally administered expenses, and direct bill programs; Count 2 alleges that Sunrise has failed to provide a complete and accurate accounting of the revenues and obligations relating to the Debtor's facility as of June 1, 2010, and has failed to remit excess working capital that it held as of June 1, 2010 within three business days; and Count 3 alleges that Sunrise and its parent Sunrise Senior conspired with each other and with other unknown entities related to Sunrise to cause Sunrise to breach the Management Agreement, and to carry out an organized and considered plan to defraud POH by failing to disclose charges to POH for or on account of the purchase of goods and services for the facility. The Defendants seek dismissal of the suit, arguing that POH brought the same substantive claims against Sunrise in a 2008 state court lawsuit, and agreed to dismiss those claims and accept a $300,000 case evaluation award in that case. The Defendants assert that POH apparently has had buyer's remorse and would now like a proverbial second bite at the apple by again bringing these very same claims against Sunrise, and also now against Sunrise Senior, which was not a party to the state court lawsuit, by filing this adversary proceeding. Sunrise served as manager for POH's assisted living facility. After POH's Chapter 11 petition, POH entered into an Operations Transfer Agreement, which provided for Sunrise to transfer management of the facility to Homestead Healthcare Services LLC, effective May 31, 2010. The Hon. Phillip J. Shefferly dismisses Counts 1 and 3, but denies summary judgment for Count 2. Judge Shefferly agrees with Sunrise that Counts 1 and 3 of POH's complaint attempt to re-litigate the issues disposed of in the state court suit. Judge Shefferly says Count 2 does not relate to the transactions at issue in the state court lawsuit. Count 2 is based upon allegations of violation of the Transfer Agreement and the Bankruptcy Court's June 7, 2010 order. The case is POH Assisted Living, LLC, Plaintiff, v. Sunrise Assisted Living Management, Inc., and Sunrise Senior Living, Inc., Defendants, Adv. Pro. No. 10-06097 (Bankr. E.D. Mich.), and a copy of Judge Shefferly's opinion, dated November 23, 2010, is available at http://is.gd/hW8egfrom Leagle.com. Based in Troy, Michigan, POH Assisted Living, LLC, is the owner and developer of a 100-resident senior assisted living and adult foster care facility, now known as Autumn Park, located in the city of Clarkston, Oakland County, Michigan. POH Assisted Living filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 10-53709) on April 26, 2010. Jerome D. Frank, Esq., in Farmington Hills, Michigan, serves as Debtor's counsel. According to its schedules, the Company said assets total $2,900,500 while liabilities total $13,248,540. POINT BLANK: Equity Holders Object to Plan Exclusivity Extension ---------------------------------------------------------------- BankruptcyData.com reports that Point Blank Solutions, Inc.'s official committee of equity security holders filed with the U.S. Bankruptcy Court an objection to the Debtors' second motion seeking to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof. According to the objection, "The Equity Committee is committed to the Debtors' reorganization and is prepared to file a plan and promptly obtain confirmation. There is adequate liquidity and funding available to support this plan. The Equity Committee is mystified that the Debtors have chosen to move, on shortened notice, for approval of an asset purchase agreement and for authorization to sell their assets free and clear of all liens, claims, encumbrances and interests. The Debtors' proposed sale process, as now revealed to the Equity Committee and the Official Committee of Unsecured Creditors is a naked auction process." According to the filing, the equity committee has proposed to the Debtors a "fully funded" plan that is centered on a backstopped rights offering and, at a minimum, an alternative $15 million D.I.P. financing commitment. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co- counsel. PRM REALTY: Wants Plan Filing Exclusivity Until January 3 --------------------------------------------------------- PRM Realty Group, LLC, and Peter R. Morris, ask the U.S. Bankruptcy court for the Northern District of Texas to extend their exclusive periods to file and solicit acceptances for the proposed Plans of Reorganization until January 3, and March 7, 2011, respectively. The Debtors filed their request for an extension before the exclusive periods was set to expire for November 2. The Debtors need more time to attend to unresolved issues in their cases, particularly concerning the motion to appoint trustee filed in Mr. Morris' case. About PRM Realty Group Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter 11 bankruptcy protection on January 6, 2010 (Bankr. N.D. Tex. Case No. 10-30241). The Company's affiliates -- Peter R. Morris; Bon Secour Partners, LLC; PM Transportation, LLC; Rangeline Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC -- filed separate Chapter 11 bankruptcy petitions. Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its bankruptcy effort. PRM Realty listed disclosed $34,054,818 in total assets and $225,611,600 in total liabilities as of the Petition Date. RONALD STONE: $3.19MM Judgment Against Waldman et al. Affirmed -------------------------------------------------------------- The Hon. John G. Heyburn, II, affirms an adversary proceeding judgment in favor of Ronald B. Stone. The Honorable Joan A. Lloyd found Randall Waldman, RW Limited, Co., and Stone Machine and Fabrication, LLC, and Bruce Atherton jointly and severally liable for breach of fiduciary duty, fraud, civil conspiracy, breach of contract, unjust enrichment, promissory estoppel, fraudulent conveyance, and piercing the corporate veil and awarded Mr. Stone $1,191,374 in compensatory damages and $2,000,000 in punitive damages. The Appellants appeal that ruling, as well as the Bankruptcy Court's denial of their Motion to Amend and Make Additional Findings of Fact and Amend Judgment under Federal Rule of Bankruptcy Procedure 7052 and 9023. The case is RANDALL SCOTT WALDMAN, RW LIMITED, CO., STONE MACHINE AND FABRICATION, LLC, INTEGRITY MANUFACTURING, LLC Appellants, v. RONALD B. STONE Appellee, case no. 10-CV-164 (W.D. Ky.), and a copy of Judge Heyburn's Memorandum Opinion and Order, dated November 23, 2010, is available at http://is.gd/hWExwfrom Leagle.com. RQB RESORT: Goldman Renews Request for Sawgrass Foreclosure ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that secured lender Goldman Sachs Mortgage Co. filed a renewed motion asking the bankruptcy court to compel debtor RQB Resort LP to provide adequate protection or lift the automatic stay to allow foreclosure on the Debtor's Sawgrass Marriott Resort. Mr. Rochelle relates RQB and Goldman are scheduled to begin a trial in December over the value of the property. The lender, owed $193 million, previously said it believes the property is worth $135.3 million. The owner previously said the value was $90 million. According to Mr. Rochelle, Goldman said that the resort is using an appraisal showing that the value of the property declined $6.6 million during the Chapter 11 case. Goldman says it is entitled to a cash payment to make up for the diminution in value of its collateral. About RQB Resort RQB Resort LP and RQB Development LP own Florida's Sawgrass Marriott Resort, the site of the U.S. PGA Tour's Tournament Players Championship. Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596). The Company's affiliate -- RQB Development, LP, aka Sawgrass Marriott Golf Villas & Spa -- filed a separate Chapter 11 petition. The Company estimated its assets and debts at $100 million to $500 million in its Chapter 11 petition. SAND TECHNOLOGY: Posts C$745,500 Net Loss in Fiscal 2010 -------------------------------------------------------- SAND Technology Inc. filed on November 26, 2010, its annual report on Form 10-K, reporting a net loss of C$745,549 on C$6.6 million of revenue for the fiscal year ended July 31, 2010, compared with a net loss of C$1.2 million on $7.0 million for the fiscal year ended July 31, 2009. The Company's balance sheet at July 31, 2010, showed C$2.1 million in total assets, C$4.6 million in total liabilities, and a stockholders' deficit of C$2.5 million. The Company has incurred operating losses in the current and past years. The Company has also generated negative cash flows from operations and has a significant working capital deficiency. "The Company's uncertainty as to its ability to generate sufficient revenue and raise sufficient capital, raise significant doubt about the entity's ability to continue as a going concern," the Company said in the filing. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?6ffb Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF) -- http://www.sand.com/-- provides Data Management Software and Best Practices for storing, accessing, and analyzing large amounts of data on-demand while lowering TCO, leveraging existing infrastructure and improving operational performance. SAND/DNA solutions include CRM analytics, and specialized applications for government, healthcare, financial services, telecommunications, retail, transportation, and other business sectors. SAND Technology has offices in the United States, Canada, the United Kingdom and Central Europe. SCHUTT SPORTS: Unsecured Creditors Protest Proposed Sale Process ---------------------------------------------------------------- Unsecured creditors are protesting Schutt Sports Inc.'s sale plans, accusing the company's lender of forcing a fast-track process that will leave "financial wreckage" in its wake, Dow Jones' Small Cap reports. Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka Schutt Manufacturing Company, Schutt Sports Manufacturing Co., Schutt Sports Distribution Company, and Schutt Athletic Sales Company -- and its affiliates manufacture team sporting equipment, primarily for football, baseball and softball. Schutt Sports filed for Chapter 11 bankruptcy protection on September 6, 2010 (Bankr. D. Del. Case No. 10-12795). The Company was forced into Chapter 11 by a $29 million patent-infringement judgment in favor of competitor Riddell Inc. Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists the Debtor in its restructuring effort. Ernst & Young is the Debtor's financial advisor. Oppenheimer & Co., Inc., is the Debtor's investment banker. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler PC as its counsel. The Debtor estimated is assets and debts at $50 million to $100 million as of the Petition Date. SECUREALERT INC: Reaches Deal to Provide Trackers for Bahamas ------------------------------------------------------------- SecureAlert Inc. said in a regulatory filing that it has reached a historic three year agreement plus renewal periods to provide electronic monitoring for a minimum of 500 offenders on behalf of the Bahamian Ministry of National Security, Her Majesty's Prison, the Royal Bahamas Police Force and the citizens of the Bahamas. The Government of the Bahamas officially launched the program on Friday, November 19, 2010 with a commitment to place the first offenders on electronic monitoring on or before December 20, 2010. The contract provides for a minimum of 500 offenders to be monitored with an approved annualized contract value of $2.7 million, and could provide monitoring services for up to a maximum of 2,000 offenders annually. With the contract award by the Ministry of National Security of the Bahamas, SecureAlert, Inc., ICS Security Concepts of the Bahamas, LTD (SecureAlert's exclusive monitoring and security partner in the Bahamas) and International Surveillance Services Corporation (SecureAlert's exclusive distributor in the Caribbean and Latin America) have partnered to deliver a monitoring center in Nassau, Bahamas that will monitor offenders 24 hours a day, 7 days a week, 365 days a year throughout the Bahamas, utilizing SecureAlert's real-time ReliaTrackTM GPS device and intervention monitoring technologies. "On this historic occasion, SecureAlert and our partners are honored and privileged that the Hon. Tommy Turnquest, MP, Minister of National Security and the Bahamian Government have entrusted us with this critical public safety initiative. We are fully committed to delivering to the Bahamas the most highly reliable electronic monitoring, offender tracking and GPS solution available in the global marketplace today," said John L. Hastings III, President and Chief Operating Officer of SecureAlert, Inc. "We have invested our resources for over one year learning about the exciting and dynamic culture and specific requirements of the Bahamas and have specifically tailored a program adapted to meet the unique needs of the Bahamian Government on behalf of the Bahamian people," added Hastings. "The Ministry of National Security for the Bahamas together with SecureAlert and its partners are above all else committed to public safety, while ensuring the effective re-socialization of those offenders who have been identified to participate in this program, and we look forward to many years of partnering with the Government of the Bahamas to provide tools and technologies to transform the public safety and corrections initiatives," said Hastings. "Recent large and significant public safety commitments and contracts in the Bahamas, Brazil and Alaska further demonstrate how far SecureAlert has come during the past year. Critically, we have listened to the marketplace, focused on quality and reliability, and have been attentive to the specific cultural and local needs of the governmental agencies and the citizens they represent. Importantly, SecureAlert will continue to pursue global opportunities and contracts in support of vital public safety initiatives," concluded Hastings. About SecureAlert Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/-- and subsidiaries market and deploy offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. The Company's balance sheet as of March 31, 2010, showed $13,210,763 in assets, $9,367,296 of liabilities, and $3,843,467 of stockholders' equity. * * * As reported in the Troubled Company Reporter on January 18, 2010, Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed substantial doubt about RemoteMDx, Inc., and subsidiaries' ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. The independent public accounting firm reported that the Company has incurred losses and has an accumulated deficit. SHUBH HOTELS PITTSBURGH: Wyndham Deal Not Sub Rosa Plan ------------------------------------------------------- The Hon. Jeffery A. Deller rules that Shubh Hotels Pittsburgh, LLC's 15-year franchise agreement with Wyndham Hotels and Resorts, LLC, is not a sub rosa plan of reorganization, and permits the Debtor to enter into the deal. Pursuant to the transaction, the Debtor will re-flag its hotel as a "Wyndham Grand," which is a quality full service hotel brand sponsored by Wyndham. The Wyndham transaction is supported by the Official Committee of Unsecured Creditors. The Debtor's secured lender, Carbon Capital Real Estate II CDO- 2005-1 Ltd., through its servicer Black Rock Financial Management, Inc., has objected, arguing that the Wyndham transaction has been proposed by the Debtor in bad faith and as a litigation tactic to stall the Lender's foreclosure efforts. The Lender also complains that the Wyndham franchise should not be approved because the Lender has some sort of veto power over the re-flagging of the hotel. The Lender also contends that the hotel is better off as a Hilton franchise, as opposed to being re-flagged as a Wyndham Grand. The Court holds that the Wyndham transaction does not appear to be a sub rosa plan as the agreement does not articulate terms for a plan of reorganization; nor does it require the Lender (or any other creditor) to vote in favor of any reorganization plan. Further, the terms of the Franchise Agreement do not dictate the priority scheme or dictate the timing and amount of money to be paid to creditors. Finally, adoption of the franchise would not require the Lender or other entities to release their claims against the Debtor, or the Debtor's officers or directors. The Court says the Debtor's reorganization efforts and the estate are benefited by the Debtor's election to enter into the Wyndham Franchise Agreement. A copy of the Court's Memorandum Opinion, dated November 23, 2010, is available at http://is.gd/hW3pHfrom Leagle.com. About Shubh Hotels Pittsburgh Shubh Hotels Pittsburgh, LLC, is the current owner of a 713-room hotel located at or near Pittsburgh's Point State Park. Shubh Hotels acquired the hotel, which is Pittsburgh's largest and arguably most recognizable given its location, in 2006. The hotel had operated as Hilton Hotel since the time of its construction in 1959 until September 2010 when the Hilton company terminated the parties' franchise. Since the termination of the Hilton flag, Shubh Hotels has operated its hotel as an independent hotel with no prominent flag. Shubh Hotels Pittsburgh filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case No. 10-26337). Scott M. Hare, Esq., in Pittsburgh, Pennsylvania, and attorneys at Rudov & Stein, P.C., serve as co-counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163). Susan D. Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida, represents the Debtor. The Debtor estimated up to $50,000 in assets and debts of $10,000,001 to $50,000,000 in the Chapter 11 petition. SHUBH HOTELS PITTSBURGH: Creditors Try to Halt Suit by Ex-Owner --------------------------------------------------------------- Shubh Hotels Pittsburgh LLC's unsecured creditors are urging a judge to stop the hotel operator's former owner from pursuing claims against Hilton Hotel Corp. and others, Dow Jones' Small Cap reports. Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and operates the Pittsburgh Hilton Hotel. It filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case No. 10-26337). Scott M. Hare, Esq., in Pittsburgh, Pennsylvania, and attorneys at Rudov & Stein, P.C., serve as co-counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163). Susan D. Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida, represents the Debtor. The Debtor estimated up to $50,000 in assets and debts of $10,000,001 to $50,000,000 in the Chapter 11 petition. SIOUX REDI-MIX: Trustee Can Enforce Lien on Operator's Property --------------------------------------------------------------- Magistrate Judge Don D. Bush finds that Carol Mitchell, as trustee, is entitled to enforce her lien on property owned by Joel Stringfellow. The case is CAROL WOOD MITCHELL, Trustee Plaintiff, v. JOEL STRINGFELLOW Defendant, Case No. 09-cv-302 (E.D. Texas), and a copy of Judge Bush's Finding of Facts, Conclusions of Law, Memorandum Opinion and Order dated November 23, 2010, is available at http://is.gd/hWFCJfrom Leagle.com. Mr. Stringfellow owns roughly 95 acres in Grayson County, Texas. He lives on the property in a trailer house with his wife, Terry Stringfellow. In 2003, Ms. Stringfellow was the principal operator of two companies, Sioux Redi-Mix, Inc. and Sioux Aggregates, Inc. Both companies sought Chapter 11 protection in 2003. The Chapter 11 case was converted to a Chapter 7 when the Stringfellows refused to adhere to their Chapter 11 responsibilities. The Trustee sued and obtained a judgment from the Court finding Mr. Stringfellow liable for $135,988.56 for prepetition transfers and $550,651.19 for postpetition transfers. The Court also awarded judgment against Mr. Stringfellow in that the transfers of real property located in Oklahoma and the Grayson County sand pit were "avoided". The Bankruptcy Court found fraudulent intent and avoided the transfers of the properties. STILLWATER MINING: Gets Ministerial Approval to Buy Marathon ------------------------------------------------------------ Stillwater Mining Company and Marathon PGM Corporation jointly said in a press release that Stillwater has received ministerial approval of its proposed acquisition of Marathon PGM under the Investment Canada Act. The arrangement is expected to close on or about November 30, 2010. It is also expected that the Marathon PGM common shares will be delisted from the TSX at the close of trading on or about December 2, 2010 and the common shares of Marathon Gold Corporation will commence trading under the symbol MOZ at the opening of trading the following business day, being on or about December 3, 2010. Details of the arrangement are contained in the information circular of Marathon PGM dated October 15, 2010. Copies of the information circular, together with the letter of transmittal by which registered shareholders of Marathon PGM may surrender the certificates representing their Marathon PGM common shares in exchange for the consideration issuable under the arrangement, were posted to shareholders and are also available electronically on SEDAR at http://www.sedar.com/ About Stillwater Mining Billings, Montana-based Stillwater Mining Company -- http://www.stillwatermining.com/-- is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and Russia. The Company's shares are traded on the New York Stock Exchange under the symbol "SWC." The Company's balance sheet at Sept 30, 2010, showed $778.23 million in total assets, $287.90 million in total liabilities, and stockholders' equity of $490.33 million. Stillwater carries 'Caa1' corporate family and probability of default ratings, with 'stable' outlook, from Moody's Investors Service. It has 'B' issuer credit ratings from Standard & Poor's. TERRESTAR NETWORKS: Aiming for Jan. 31 Confirmation of Plan ----------------------------------------------------------- TerreStar Networks, Inc.; TerreStar National Services, Inc.; 0887729 B.C. Ltd.; TerreStar License Inc.; TerreStar Networks Holdings (Canada) Inc.; and TerreStar Networks (Canada) Inc. seek an order from the United States Bankruptcy Court for the Southern District of New York: (a) approving proposed the dates and deadlines for soliciting votes, voting on and filing objections to the proposed Chapter 11 Plan. The TSN Debtors particularly propose that these dates be set: * the Voting Record Date as December 10, 2010; * the Solicitation Deadline as December 20, 2010; * the Voting Deadline as January 19, 2011, at 5:00 p.m. prevailing Eastern Time; * the Plan Objection Deadline as January 21, 2011, at 5:00 p.m. prevailing Eastern Time; and * the Confirmation Hearing Date as January 31, 2011, at 5:00 p.m. prevailing Eastern Time. (b) approving proposed uniform procedures for the solicitation and tabulation of votes on, and for objecting to, the Plan; (c) approving the manner and form of notices and documents relating to the Plan; and (d) approving proposed procedures for conducting a rights offering. The TSN Debtors filed their Plan and accompanying disclosure statement on November 5, 2010. The Plan documents set forth the TSN Debtors' blueprint for substantially deleveraging their balance sheet by more than $1 billion. The Plan contemplates a rights offering to be conducted concurrently with the Plan solicitation process, the proceeds of which will be used by the TSN Debtors to fund their emergence from Chapter 11, as well as for operating expenses thereafter. A hearing to consider adequacy of the Disclosure Statement and the attendant Equity Purchase Commitment Agreement is set for December 10, 2010, at 10:00 a.m. prevailing Eastern Time. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, contends that the TSN Debtors wish to avoid any unnecessary delay between the approval of the Disclosure Statement and the commencement of solicitation of votes on the Plan and the solicitation and conduct of the Rights Offering. He asserts that the timeline, procedures and materials outlined in the Debtors' Request will ensure that all parties-in-interest will have sufficient notice of the Plan and their accompanying rights, as well as ensure that the TSN Debtors can continue to speedily advance towards emergence from Chapter 11, thereby maximizing the value of the TSN Debtors' estates. In accordance with Rule 3018(c) of the Federal Rules of Bankruptcy Procedure, the TSN Debtors have prepared and customized ballots, note ballots, and the master note ballots, which are essentially based on Official Form No. 14 and modified to (i) address the particular circumstances of their Chapter 11 cases, and (ii) include certain additional information that is relevant and appropriate for Claims in certain of the voting classes, Mr. Dizengoff notes. Rule 3017(d) of the Federal Rules of Bankruptcy Procedure specifies the materials to be distributed to holders of allowed claims or equity interests upon approval of a disclosure statement, including a court-approved plan and disclosure statement and notice of the time within which acceptances and rejections of the plan may be filed. In accordance with Bankruptcy Rule 3017(d), on or before the Solicitation Deadline, the TSN Debtors intend to cause the Solicitation Packages to be distributed by first-class U.S. mail to those holders of Claims in the Voting Classes. The Solicitation Package will be composed of: * a letter to be sent by the TSN Debtors to holders of Claims entitled to vote on the Plan explaining the solicitation process and urging those parties to vote in favor of the plan; * a copy of the Disclosure Statement; * a copy of the order approving the Disclosure Statement; * a copy of the Solicitation Procedures Order; * a notice setting forth, among other things, the date and time of the hearing on the confirmation of the Plan; * an appropriate Ballot, Note Ballot, or Master Note Ballot, as applicable together with detailed voting instructions and a pre-addressed, postage prepaid return envelope; and * other materials as the Court may direct. The TSN Debtors seek permission from Judge Lane to distribute the Plan, the Disclosure Statement, the Disclosure Statement Order, and the Solicitation Procedures Order to holders of Claims entitled to vote on the Plan in CD-ROM format. The Ballots, Note Ballots and Master Note Ballots, as well as the Cover Letter and the Confirmation Hearing Notice, will only be provided in paper format. "Distribution in this manner will translate into significant monetary savings for the TSN Debtors' estates and will reduce production time as generating CD-ROMs can be accomplished faster than printing documents," Mr. Dizengoff asserts. Any party who receives a CD-ROM, but who would prefer paper format, may contact The Garden City Group, Inc., the claims agent, and ask for paper copies of the corresponding materials previously received in CD-ROM format. The TSN Debtors will not mail Solicitation Packages or other solicitation materials to holders of Claims that have already been paid in full during these Chapter 11 cases or that are authorized to be paid in full in the ordinary course of business pursuant to an order previously entered by the Court. Under the Plan, Classes 1, 2, 4 and 8 are not entitled to vote on the Plan. As a result, they will not receive Solicitation Packages and instead, the TSN Debtors propose that the non-voting parties receive an appropriate form notifying them of their non- voting status. Voting and Tabulation Procedures To ease and clarify the process of tabulating all votes received, the TSN Debtors propose that a Ballot, a Note Ballot, or a Master Note Ballot, as the case may be, be counted in determining the acceptance or rejection of the Plan only if it satisfies certain criteria. Specifically, the Voting and Tabulation Procedures provide that the TSN Debtors will not count a Ballot, Note Ballot, or Master Note Ballot if it is, among other things, illegible, submitted by a holder of a Claim that is not entitled to vote on the Plan, unsigned or not clearly marked. The proposed Voting and Tabulation Procedures set forth specific criteria with respect to the general tabulation of the Ballots, the Note Ballots, and the Master Note the Ballots, voting procedures applicable to beneficial holders of Claims and tabulation of the votes. The TSN Debtors believe that the proposed Voting and Tabulation Procedures will facilitate the Plan confirmation process because the procedures will clarify the obligations of every holder of a Claim entitled to vote to accept or reject the Plan, and will create a straightforward process by which the TSN Debtors can determine whether they have satisfied the numerosity requirements of Section 1126(c) of the Bankruptcy Code. A copy of the Voting and Tabulation Procedures is available for free at http://bankrupt.com/misc/TSNVotTabProc.pdf Plan Objection Procedures The TSN Debtors also ask that the Court direct the manner in which parties-in-interest may object to the confirmation of the Plan. Pursuant to Rule 3020(b)(l) of the Federal Rules of Bankruptcy Procedure, objections to the confirmation of a plan must be filed and served within a time fixed by the court. Mr. Dizengoff relates that the Confirmation Hearing Notice will require that objections to confirmation of the Plan or requests for modifications to the Plan, if any, must: -- be in writing; -- conform to the Bankruptcy Rules, the Local Rules and any orders of the Court; -- state the name and address of the objecting party and the amount and nature of the claim or interest of the party; -- state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and -- be filed, contemporaneously with a proof of service, with the Court and served so that it is actually received by the notice parties identified in the Confirmation Hearing Notice on or before the Plan Objection Deadline. The TSN Debtors will file by January 27, 2011, (i) a confirmation brief in support of the Plan, and (ii) their reply to any objections asserted against the Plan. Rights Offering Procedures Pursuant to the Plan, holders of Claims in Classes 3, 5, and 6 that become Allowed Claims by the date on which the Disclosure Statement Order is entered by the Court will have the right to purchase $125 million in face amount of New Preferred Stock, $100 million of which will be backstopped by EchoStar Corporation. By this motion, the TSN Debtors ask Judge Lane to approve proposed procedures for Eligible Holders to participate in the Rights Offering. The TSN Debtors clarify that they are not seeking authority in the current Motion to consummate the Rights Offering, as that authority is sought in the Plan itself. They add that no New Preferred Stock will be issued pursuant to any order approving the current Motion. The New Preferred Stock will only be issued if the Plan is confirmed, they aver. Eligible Holders intending to participate in the Rights Offering must affirmatively make an election to exercise their Rights before the Expiration Date. The Rights Offering will commence on the day upon which the Subscription Packages are mailed or otherwise made available to Eligible Holders. The Rights Offering will end, and any unexercised Rights will expire, at 5:00 p.m. prevailing Eastern Time at the later of 20 days after the commencement date of the Rights Offering, or a date as TSN and the Backstop Party may agree. To exercise their Rights, Eligible Holders, other than the Backstop Party, must (i) return a duly-completed Subscription Form to the Subscription Agent, and (ii) pay to the Subscription Agent, by wire transfer of immediately available funds, an amount equal to the Final Subscription Purchase Price, so that both the Subscription Form and payment of the Final Subscription Purchase Price are actually received by the Subscription Agent prior to the Expiration Date. A full-text copy of the Rights Offering Procedures is available for free at http://bankrupt.com/misc/TSNRightsOff.pdf The Chapter 11 Plan TerreStar Networks, Inc.; TerreStar National Services, Inc.; TerreStar License Inc.; 0887729 B.C. Ltd.; TerreStar Networks Holdings (Canada) Inc.; and TerreStar Networks (Canada) Inc. submitted to the U.S. Bankruptcy Court for the Southern District of New York a Joint Chapter 11 Plan of Reorganization and Disclosure Statement on November 5, 2010. The Plan solely applies to the "TSN Debtors." The TSN Debtors consist of (1) the Domestic TSN Debtors -- TSN, TerreStar National Services, and TerreStar License; and (2) the Canadian TSN Debtors -- 0887729 B.C., TerreStar Holdings and TerreStar Canada. The Plan is supported by each of the Debtors as well as the ultimate parent company, TerreStar Corporation. A separate Chapter 11 plan is anticipated to be filed by the Debtors at a later date to address the "Non-TSN Debtors," which consist of Motient Communications Inc.; Motient Holdings Inc.; Motient License Inc.; Motient Services Inc.; Motient Ventures Holding Inc.; MVH Holdings Inc.; and TerreStar New York Inc. TSN Chief Executive Officer Jeffrey Epstein relates that the Nov. 5 Plan provides for a comprehensive restructuring of the TSN Debtors' pre-bankruptcy obligations; preserves the going-concern value of the TSN Debtors' businesses; maximizes recoveries available to all constituents; and provides for an equitable distribution to the TSN Debtors' stakeholders. The Plan is primarily premised on the consummation of restructuring transactions supported by the Debtors' largest secured creditor, EchoStar Corporation, which includes, among other things: -- the equitization of the Debtors' $1 billion secured debt obligations; and -- a $125 million new money rights offering, $100 million of which is backstopped by EchoStar. Upon the consummation of the Plan, the TSN Debtors are anticipated to emerge from Chapter 11 with an improved, highly deleveraged balance sheet. The Debtors had funded debt facilities of approximately $1.2 billion in the aggregate as of the Petition Date, which include (i) $943.9 million in aggregate principal and accrued interest of 15% Senior Secured PIK Notes due 2014; (ii) $178.7 million in aggregate principal and accrued interest of 6.5% Senior Exchangeable PIK Notes due 2014; and (iii) $85.9 million in principal and accrued interest in the TerreStar-2 Purchase Money Credit Agreement. In contrast, under the Plan, the Reorganized Debtors' sole funded debt will be the amounts owing under the "TerreStar-2 PMCA." Full-text copies of the TSN Debtors' Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/TrStrPlan.pdf http://bankrupt.com/misc/TrStrDS.pdf About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Proposes Echostar Backstop Agreement -------------------------------------------------------- TerreStar Networks, Inc.; TerreStar National Services, Inc.; 0887729 B.C. Ltd.; TerreStar License Inc.; TerreStar Networks Holdings (Canada) Inc.; and TerreStar Networks (Canada) Inc. seek the United States Bankruptcy Court for the Southern District of New York's: -- approval of TSN's entry into an Equity Purchase and Commitment Agreement with EchoStar Corporation in conjunction with the TSN Debtors' Joint Chapter 11 Plan of Reorganization; and -- authorization and approval of TSN's payment of a backstop commitment fee, the reimbursement of the reasonable fees, expenses, disbursements and charges of the Backstop Party and indemnification of the Backstop Party. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, contends that the Backstop Commitment Agreement is an integral component of the Plan. The Plan specifically contemplates a $125 million rights offering to be made available to holders of the Debtors' 15% Senior Secured Notes, as well as the Debtors' unsecured creditors. Thus, to ensure that at least $100 million is raised from the rights offering, EchoStar, the TSN Debtors' Plan Sponsor, as well as its largest creditor, has committed to purchase up to $100 million of the new preferred equity being offered pursuant to the rights offering under the Plan. The proceeds raised from the rights offering will be used not only to pay off the DIP Financing, but also to fund the Reorganized TSN Debtors' operations after the Plan's Effective Date. Mr. Dizengoff asserts that without the proceeds assured by the backstop commitment, the TSN Debtors would not be able to conduct the rights offering or be assured of an exit strategy from their Chapter 11 cases because of their minimal current revenue stream. "The TSN Debtors need liquidity to emerge from Chapter 11, and TSN's entry into the Backstop Commitment Agreement is the TSN Debtors' best alternative," Mr. Dizengoff says. A full-text copy of the Backstop Agreement is available for free at http://bankrupt.com/misc/TrStrTSNBkstpAgmt.pdf About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Proposes to Reject Service Agreements --------------------------------------------------------- TerreStar Networks Inc. and its units seek the Bankruptcy Court's authority to reject as of November 24, 2010, executory contracts with certain counterparties. The Contracts to be rejected are services agreements and development agreements: * Chipset Development Agreements: The agreements are for services related to the development of mass market chipset capability which would be incorporated into "next- generation" terrestrial/satellite smartphones. * Satellite Launch Services Agreements: The Satellite Launch Services Agreements were entered into at a time by which the Debtors contemplated, that they would require, certain services to facilitate the launch of additional satellites. * Office Services Agreements: Under the agreements, the Debtors receive services for the management and maintenance of, as well as waste removal services for, office facilities no longer required by the Debtors. Specifically, the underlying leases for these facilities have been rejected during the Chapter 11 cases or the Debtors have vacated the office facilities and no longer require the availability or maintenance of those facilities. * Telecommunications Services Agreements: Pursuant to one of the agreements, the Debtors were to receive annual scheduled and unscheduled maintenance and telecommunications services on certain optical dark fibers in the InnerCity Fiber Network. Pursuant to another of these agreements, the Debtors received radio frequency spectrum clearing services. Both Telecommunications Services Agreements were entered into in anticipation of building a terrestrial network. * Advertising Services Agreement: Under the Advertising Services Agreement, the Debtors receive services to create video advertising for the TSN satellite phone service. * Media Monitoring Services Agreement: Under the agreement, the Debtors receive media monitoring services including media search capabilities and analytical tools. * Sales Management Software Services Agreement: Under the agreement, the Debtors had access to Salesforce.com's sales management software to be used to track and manage sales activity. The Debtors believe that they no longer require the services provided under this agreement because the services do not provide a benefit to their estates. Counterparties to the Contracts to be rejected include Arianespace, Hawk Management, Infineon Technologies AG & SkyTerra LP, Qualcomm Incorporated, Salesforce.com Inc., and Waste Management of Illinois Inc. The Debtors assert the Agreements are no longer of any use to their estate. Absent rejection of the Rejected Agreements, the Debtors further assert that they would incur obligations without receiving a concomitant benefit. A complete copy of the Agreements is available for free at: http://bankrupt.com/misc/TrStr1stOmMO.pdf About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Committee Proposes Otterbourg as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors for TerreStar Networks Inc. and its units seeks the Bankruptcy Court's authority to retain Otterbourg Steindler Houston & Rosen P.C. as its counsel effective as of October 29, 2010. As counsel to the Creditors Committee, Otterbourg Steindler is expected to: a. assist and advise the Committee in its consultation with the Debtors relative to the administration of the Chapter 11 cases; b. attend meetings and negotiate with the representatives of the Debtors; c. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; d. assist the Committee in the review, analysis and negotiation of any plan of reorganization, including the restructuring support agreement entered into prepetition by the Debtors, and assist the Committee in the review, analysis and negotiation of the corresponding disclosure statement(s); e. assist the Committee in the review, analysis, and negotiation of financing agreements; f. take all necessary action to protect and preserve the interests of the Committee, including (i) if appropriate, possible prosecution of actions on its behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved, and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; g. generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; h. appear, as appropriate, before the Bankruptcy Court, the Appellate Courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and i. perform all other necessary legal services in the cases. The Committee proposes that Otterbourg Steindler be paid on an hourly basis for its services in accordance with the firm's customary hourly rates, which are: Partner/Counsel $570 to $895 Associate $245 to $595 Paralegal $205 to $230 Scott L. Hazan, Esq., a member of Otterbourg Steindler, assures the Court that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Series B Preferreds Withdraw Dismissal Plea --------------------------------------------------------------- The Series B Cumulative Convertible Preferred Stockholders of TerreStar Corporation withdrew their request for the dismissal of the Chapter 11 cases of Debtors Motient Holdings, Inc.; MVH Holdings, Inc.; TerreStar New York, Inc.; Motient Communications Inc.; Motient Services, Inc.; Motient Venture Holding, Inc.; and Motient License Inc. The Stockholders' decision to withdraw their Case Dismissal Motion comes in light of a stipulation they negotiated with the Debtors. Among other things, the parties' stipulation provides that none of the Motient Debtors or the Non-TSN Debtors will be a party of any plan of reorganization that restructures the TSN Debtors except upon consent of the Stockholders. About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Committee More Suited to Pursue Claims, Says Aurelius ----------------------------------------------------------------- As reported in the Troubled Company Reporter on November 26, 2010, the Official Committee of Unsecured Creditors for Tribune Co. seeks leave, standing and authority to toll or commence, prosecute, settle, and recover certain causes of action on behalf of the Debtors' estates arising under Sections 547 and 550 of the Bankruptcy Code against certain of the Debtors' professionals who received payments in the 90 days prior to the Petition Date. The Preference Defendants are: * Sidley Austin LLP * McDermott Will & Emery * PricewaterhouseCoopers * Jenner & Block LLP * Paul, Hastings, Janofsky & Walker LLP * Seyfarth Shaw LLP * King, Blackwell, Downs & Zehnder, P.A. * Davis Wright & Tremaine * Levine Sullivan Koch & Schulz, LLP The Creditors Committee amended the Motion to reflect that it also is seeking standing to commence, prosecute, settle and recover certain causes of action against Eagle Aircraft & Transportation Management, Inc. Parties Respond Aurelius Capital Management, LP tells the Court that it believes the Committee is better suited than the Debtors to commence and prosecute, settle and recover certain causes of action on behalf of the Debtors' estates arising under Sections 547 and 550 of the Bankruptcy Code against: -- certain current and former Tribune insiders who received payments from Tribune in the year prior to the Petition Date; and -- certain business entities who are part or likely future owners of the Debtors and against which the Committee has previously filed complaints. However, Aurelius asserts, those Insider/Affiliate Preference Actions should be stayed pending a resolution of the competing plan process. Aurelius maintains that its primary issue with the Preference Standing Motion is not with the relief requested in the Motion but, rather, with the relief that it does not request. Aurelius believes that the Debtors have failed to appropriately investigate, analyze and preserve what could be thousands of Potential Preference Actions and, as a result the Committee should have requested authority to commence all Potential Preference Actions, not just Insider/Affiliate Preference Actions. Notwithstanding the Committee's failure to request that relief, Aurelius requests that the Court must, nevertheless: (a) grant the Committee standing to commence and prosecute all of the Potential Preference Actions or obtain tolling agreements from the potential defendants thereunder, in each case on or before the two-year anniversary of the Petition Date (December 8, 2010), which is the statutory deadline for a representative of the Debtors' estates to commence the Potential Preference Actions; (b) direct the Committee to commence or obtain tolling agreements by the Preference Action Bar Date with respect to all Potential Preference Actions without regard to any perceived defenses thereto; (c) stay any Potential Preference Actions actually commenced by the Committee in the same manner as the Insider/Affiliate Preference Actions; and (d) prohibit the Committee from settling any of the Potential Preference Actions pending the resolution of the competing plan process. Wilmington Trust Company, successor Indenture Trustee for the Exchangeable Subordinated Debentures due 2029 in the aggregate principal amount of $1.2 billion, objects to the Committee Preference Standing Motion and joins to the response and limited objection of Aurelius. Wilmington Trust says that while it generally supports the Committee Preference Standing Motion to the extent it seeks to preserve claims that will otherwise be forever lost, it avers that the other valuable causes of action cannot be ignored. Wilmington Trust tells the Court that it cannot understand why the Debtors and the Committee unjustifiably refuse to preserve preference actions against unsecured creditors that may, among other things, off-set distribution entitlements. In addition, Wilmington Trust joins the relief sought in the Aurelius Response and asks the Court to modify the Committee's requested order to make sure that all claims are preserved. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wins Nod for Davis Wright as LA Times Counsel --------------------------------------------------------- Tribune Co. and its units received the Bankruptcy Court's authority to employ Davis Wright Tremaine LLP as special counsel to Los Angeles Times Communications LLC for certain media litigation matters nunc pro tunc to October 1, 2010. The Debtors filed the Application for the limited purpose of converting Davis Wright's existing retention by LA Times under the Court's Ordinary Course Professional Order into a retention pursuant to Sections 327(e) and 1107 of the Bankruptcy Code. The Debtors tell the Court that Davis Wright has exceeded the applicable monthly cap on its services under the OCP Order for multiple consecutive months, and they expect that Davis Wright may continue to exceed that monthly cap on a regular basis in the future. The Debtors relate that Davis Wright has represented LA Times with respect to various Media Litigation Matters that have arisen or have resulted in unanticipated legal costs subsequent to the Petition Date. These, according to the Debtors, have included: -- a lawsuit under the California Public Records Act against the Los Angeles County Sheriff, in which LA Times initially was successful, but subsequently was challenged by the officer's union, resulting in substantial unanticipated fees and costs; -- a lawsuit involving disclosure of the identities of Pasadena police officers who exercised lethal force, in which the union's counsel initiated lengthy discovery fights; and -- researching and advising LA Times concerning legal issues about a possible new business initiative. The Debtors maintain that those representations of the LA Times by Davis Wright, taken together with Davis Wright's representations of the LA Times in connection with the pre-existing Media Litigation Matters, caused Davis Wright's fees to exceed the Monthly Cap of $50,000 in each of the months from March to June 2010, inclusive. Moreover, the Debtors note, the Media Litigation Matters on which Davis Wright now represents the LA Times are now at a level of activity that makes it likely that Davis Wright will exceed the existing Monthly Cap on a regular basis going forward. The Debtors will pay Davis Wright in accordance with its ordinary and customary rates: Professional Rate/Hour ------------ --------- Partners $390-$675 Associates $240-$400 Para-professionals $69-$180 The Debtors agree to reimburse Davis Wright for its out-of-pocket expenses and internal charges incurred in the rendition of services, including mail and express mail charges, special and hand delivery charges and photocopying charges. Kelli L. Sager, Esq., at Davis Wright Tremaine LLP, assures the Court that her firm does not represent or hold any adverse interest with respect to the matters on which it is to be employed. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Tidewater Raises Bid to $30.5MM to Win Auction ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Trico Marine Services Inc. reported that the price for the sale of two vessels rose $4.5 million at auction last week. With three other bidders present, Tidewater Inc. raised its stalking horse bid of $26 million to $30.5 million and won the auction for the vessels Trico Moon and Trico Mystic. A hearing for approval of the sale was scheduled for November 29. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. PricewaterhouseCoopers LLC serves as independent accountants and tax advisors to the Debtors. Trico's foreign subsidiaries were not included in the filing and are not be subject to the requirements of the U.S. Bankruptcy Code. TRICO MARINE: Committee Wants to Pursue Lawsuits ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Official Committee of Unsecured Creditors formed in Trico Marine Services Inc.'s Chapter 11 case is seeking authority to file fraudulent transfer lawsuits based on what it calls the "ultimately disastrous acquisition campaign" in 2007 to 2008 that increased debt by $1.05 billion. The motion is scheduled for hearing on Dec. 14. Mr. Rochelle relates that the Committee points outs that Trico Marine, rather than seek bankruptcy relief, instead had Trico Shipping issue $400 million in high-yield secured notes in October 2009, with Trico Supply, Trico Marine and sister companies guaranteeing and securing the debt. The proposed suit would contend that the note offering and related transactions resulted in fraudulent transfers. The committee aims on making recoveries from subsidiaries not in Chapter 11. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. PricewaterhouseCoopers LLC serves as independent accountants and tax advisors to the Debtors. Trico's foreign subsidiaries were not included in the filing and are not be subject to the requirements of the U.S. Bankruptcy Code. TRICO MARINE: Inks Restructuring Support Deal With Noteholders -------------------------------------------------------------- In a regulatory filing Friday, Tricom Marine Services, Inc. discloses that on November 19, 2010, it, its subsidiaries Trico Supply AS and Trico Shipping AS and certain of its other affiliates entered into a restructuring support agreement dated as of November 17, 2010, with a group of noteholders who together hold approximately 83% of the aggregate principal amount of Trico Shipping's outstanding 11 7/8% senior secured notes due 2014. Pursuant to the Restructuring Support Agreement, which sets forth the terms of the Company's financial restructuring plan, the Company would launch an out-of-court exchange offer to noteholders to exchange their Notes for a pro rata share, together with certain other creditors of the Company, of 100% of Trico Supply's common stock subject to dilution in certain circumstances. Upon successful consummation of the Exchange Offer and related transactions, the Company would reduce its total debt and accrued interest by approximately $462 million. The Restructuring Support Agreement, as modified by an extension, would require the Company to launch the Exchange Offer by December 3, 2010. As an alternative to the Exchange Offer, the Company has also agreed in the Restructuring Support Agreement to solicit consents from its noteholders and stockholders to approve a prepackaged plan of reorganization. In the event certain conditions to the Exchange Offer are not satisfied, and if a sufficient number of holders and amount of Notes vote to accept the Prepackaged Plan, the Company intends to pursue an in-court restructuring. If confirmed, the Prepackaged Plan would have principally the same effect as if 100% of the holders of Notes had tendered their Notes in the Exchange Offer, or, under certain circumstances, a sale of the assets or equity of Trico Supply and its subsidiaries. Pursuant to the Restructuring Support Agreement, the Supporting Noteholders have agreed to, among other things, (1) support and use commercially reasonable efforts to complete the capital restructuring plan, including by tendering their Notes into the Exchange Offer, delivering their consents in a related consent solicitation and voting in favor of the Prepackaged Plan; and (2) not exercise remedies or direct the trustee to exercise remedies under the indenture governing the notes for any default or event of default that has occurred or may occur thereunder. The Restructuring Support Agreement may be terminated by the Supporting Noteholders and the Company upon the occurrence of certain events enumerated in the Restructuring Support Agreement. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. ULTIMATE ESCAPES: Demeure Completes Purchase of Assets ------------------------------------------------------ Demeure has completed the transaction to acquire certain assets from the estate of Ultimate Escapes. This includes operational assets and staff, which will ensure a smooth return to travel for all former Ultimate Escapes members who join the Demeure community, in addition to properties in New York City, Chicago, Miami, and California. "We have completed a turnaround for former Ultimate Escapes members: we have resumed travel in time for the holiday season, and have gone beyond that and provided an opportunity for members to purchase homes in their portfolio," said Peter Schwartz, Chairman and CEO of Demeure. "The entire team here at Demeure looks forward to putting members' losses behind them, resuming regular club operations, and providing incredible travel experiences within the Demeure community." Demeure, which provides individual attention to all members through its travel planning services, offers access to a suite of unique travel benefits and premium customer service at discounted rates to incredible properties throughout the world. Transition Benefits: Demeure is extending an exclusive invitation to transitioning Ultimate Escapes members which includes the waiving of initiation fees, the provision of goodwill travel credits to help offset dues recently lost in the UE bankruptcy, and waiver of additional corporate and family account fees. Demeure has extended this invitation to former UE members through December 3, 2010 in preparation for the resumption of regular travel services December 4, 2010. Property Purchase Lottery: Former UE members will be participating in Demeure's property purchase lottery on November 29, 2010, which will offer them an opportunity to purchase properties in the former UE portfolio. As part of the agreement with a successful purchase, members then make the homes available to other Demeure Club members, which ultimately provides the member with fair exchange credit, which can be used throughout the entire Demeure property portfolio. Demeure management and staff across North America are currently working with hundreds of members through the transition process in preparation for the resumption of travel and regular operations effective December 4, 2010. About Demeure Demeure is a community of discerning travelers that provides access to homes, villas, flats and hotels in sought after locations at significant discounts. Demeure's management team includes travel, financial and supply chain management experts who have developed a vacation club model that responds to the needs of the market with minimal financial risk. Demeure delivers smart, flexible and cost efficient access to properties all around the world. About Ultimate Escapes Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D. Del. Case No. 10-12915). Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon & Rees LLP represent the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. UNITED CONTINENTAL: UAL Remains in Mediation with ALPA Pilots ------------------------------------------------------------- United Air Lines, Inc., and Air Line Pilots Association, International, Steven Tamkin, Robert Domaleski, Xavier Fernandez and Anthony Freeman submitted to the U.S. District Court for the Northern District of Illinois, a joint status report dated November 5, 2010, informing Judge Joan H. Lefkow of the status of a civil proceeding initiated by United against the United Airlines Master Executive Council of the ALPA and the pilots. In April 2009, the Parties entered into a Court-approved stipulated schedule vacating the stipulated scheduling order dated February 12, 2009, to permit them to make a focused effort on negotiations under Section 6 of the Railway Labor Act commencing April 9, 2009. The Parties told the Court that since April 9, 2009, they have engaged in negotiations under Section 6. They noted that they jointly requested mediation before the National Mediation Board in August 2009 and remain in mediation. In this light, the Parties believe that any change in the current status of the Civil Proceeding is not necessary or appropriate. At the Parties' behest, Judge Lefkow directed the Parties to file a joint status report on May 5, 2011, with a condition that either party may ask the Court for a status hearing in the interim. 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. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At June 30, 2010, UAL had $20.134 billion in total assets against total current liabilities of $8.573 billion, long-term debt of $6.281 billion, long-term obligations under capital leases of $1.01 billion, other liabilities and deferred credits of $7.022 billion, and a stockholders' deficit of $2.756 billion. UNITED CONTINENTAL: Gives 4Q/Full Year 2010 Projections ------------------------------------------------------- United Continental Holdings, Inc., filed with the Securities and Exchange Commission on November 22, 2010, an investor update providing forward-looking information for the fourth quarter and full year 2010. United Continental Vice President and Controller Chris Kenny relates that the investor update included pro forma financial statements for the combined Company from first quarter 2009 through third quarter 2010. These pro forma financial statements have been adjusted to reflect new income statement classifications for certain items that the Company will use going forward, as well as estimates of the impact of purchase accounting on earnings in the fourth quarter of 2010, he explains. The unaudited quarterly pro forma income statements have been prepared to give effect to the merger as if it had been consummated on different dates depending on the particular purchase accounting adjustment to facilitate the most meaningful year over year comparison. The unaudited quarterly pro forma income statements were prepared using the acquisition method of accounting with the company considered the acquirer of Continental Airlines, Inc. The estimates of these purchase accounting adjustments as of Oct. 1, 2010 are estimates and will be finalized in the fourth quarter of 2010, says Mr. Kenny. Income Statement Classification Impact ? Revenue The pro-forma financial statements have been adjusted to reflect the decision of the Company to classify ticketing and change fees as well as baggage fees as other revenue, consistent with the historical presentation of Continental. In this update, the Company has provided both quarterly pro-forma passenger revenue results, and monthly year over year PRASM information based on the final income statement classifications. Income Statement Classification Impact ? Operating Expense The pro-forma financial statements have been adjusted to reflect the decision of the Company to only include expenses paid to third party flying partners for regional flying in the contract carrier expense line item, consistent with the historical Continental income statement presentation. As such, expenses that had been classified in the Regional Affiliates line in the historical United Air Lines Inc. presentation now reside in Aircraft Fuel, Salaries and Related costs, Aircraft Rentals, Landing Fees and Other Rentals and Other Operating Expenses. Non-Fuel Expense Guidance Based on the purchase accounting impacts and income statement reclassifications, fourth quarter consolidated cost per ASM (CASM), excluding fuel, profit sharing, certain accounting charges and merger-related expenses for the Company is expected to be up 2.5% to 3.5%. For the full year, the Company estimates consolidated CASM excluding fuel, profit sharing, certain accounting charges and merger-related expenses will be up 2.5% to 2.8%. This guidance only reflects the impacts of the new income statement classifications and updated estimates of purchase accounting impacts; the underlying outlook for core non-fuel costs is unchanged. As disclosed in the October 21, 2010, Investor Update, the Company expects to implement a revenue sharing structure for its trans- Atlantic joint venture during the fourth quarter 2010, which will be retroactive to January 1, 2010. The Company will account for the revenue sharing obligations for the first nine months of 2010 related to this revenue sharing agreement as other operating expense in the fourth quarter. The Company estimates the impact of this obligation to be approximately $100 million, which accounts for 2 points of year over year growth in Consolidated CASM excluding fuel in the fourth quarter and is included in its guidance. This estimated revenue sharing payment is substantially less than the additional passenger revenue United and Continental receive from the joint marketing, scheduling and pricing efforts of the joint venture. Current quarter and future adjustments related to revenue share payments will be booked as an adjustment to passenger revenue. Fuel Expense The Company estimates its consolidated fuel price, including the impact of settled hedges, to be $2.44 per gallon for the fourth quarter and $2.34 per gallon for the full year. Profit Sharing United and Continental have separate employee profit sharing plans for the employees of each respective subsidiary. The Company's profit sharing plan for United pays 15% of total GAAP pre-tax profits, excluding special items and stock compensation expense, to the employees of United when pre-tax profit excluding special items, profit sharing expense and stock-based compensation program expense exceeds $10 million. The Company currently expects that stock compensation program expense for United to be $28 million in the fourth quarter, and $58 million for the full year which should be added back to earnings when calculating profit sharing expense. The Company's profit sharing plan for Continental creates an award pool of 15% of annual pre-tax income excluding special, unusual or non-recurring items. For both United and Continental, profit sharing expense is accrued on a year-to-date basis. Non-Operating Income/Expense Non-operating expense for the Company is estimated to be between $245 million and $255 million for the fourth quarter, and between $970 million and $980 million for the full year. Non-operating income/(expense) includes interest expense, capitalized interest, interest income and other non-operating income/(expense). Pension Expense and Contributions United does not have any tax-qualified defined benefit pension plans. The Company estimates that its non-cash pension expense for the pro-forma combined Company will be approximately $107 million for 2010 including the impact of purchase accounting. This amount excludes non-cash settlement charges related to lump- sum distributions. Settlement charges are possible during 2010, but the Company is not able at this time to estimate the amount of these charges. Selected Balance Sheet Measures The Company estimates that, as of October 1, 2010, it had total Debt and Capital Lease obligations of approximately $15.8 billion. The Company also estimates that it had, as of the same date, $6 billion in frequent flyer deferred revenue and advance purchase of miles, a $3.7 billion liability for Advance Ticket Sales, a $2.2 billion Postretirement Benefit Liability and a $1.7 billion Accrued Pension Liability. A full-text copy of the November 22 Investor Update is available for free at: http://ResearchArchives.com/t/s?6f8e 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. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At June 30, 2010, UAL had $20.134 billion in total assets against total current liabilities of $8.573 billion, long-term debt of $6.281 billion, long-term obligations under capital leases of $1.01 billion, other liabilities and deferred credits of $7.022 billion, and a stockholders' deficit of $2.756 billion. UNITED CONTINENTAL: Two Directors Disclose Ownership of Stock ------------------------------------------------------------- Glenn F. Tilton and Charles Yamarone, directors of United Continental Holdings, Inc. filed separate statement of changes in beneficial ownership of United Continental from October 29, to November 18, 2010. Mr. Yamarone acquired on November 18, 2010: (i) 5,250 shares of United Continental common stock, priced at $11.06 per share, resulting to his beneficial ownership of 9,514 shares of United Continental common stock; and (ii) 5,250 shares of United Continental common stock, priced at 12.39 per share, resulting to his beneficial ownership of 14,764 shares of United Continental common stock. The directors disposed of these shares of UAL common stock from October 27 to November 18, 2010: Amt. of Shares Beneficially Shares Price Owned After Director Disposed of per Share Transaction -------- ----------- --------- -------------- Glenn F. Tilton 27,546 $29 732,733 Charles Yamarone 10,500 $28.28 4,264 In two transactions on November 18, 2010, Mr. Yamarone disposed of his derived options or right to buy shares totaling 10,500 shares of United Continental common stock, resulting to his zero ownership of right to buy shares of United Continental common stock. Mr. Tilton also acquired 5,384 restricted stock units at $0 per share on November 4, 2010. As a result of the transaction, Mr. Tilton beneficially owns 5,384 restricted stock units. Each restricted stock unit represents the economic equivalent of one share of common stock, and may be settled in cash or common stock upon vesting at the sole discretion of the Compensation Committee of the Board of Directors. The restricted stock unit award will fully vest upon the earliest of (a) the first anniversary of the grant date; (b) termination of Mr. Tilton's service as chairman of the Board of Directors due to his death, disability or removal without cause; and Mr. Tilton's retirement as chairman of the Board of Directors with the consent of the Board of Directors. 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. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At June 30, 2010, UAL had $20.134 billion in total assets against total current liabilities of $8.573 billion, long-term debt of $6.281 billion, long-term obligations under capital leases of $1.01 billion, other liabilities and deferred credits of $7.022 billion, and a stockholders' deficit of $2.756 billion. UNITED WESTERN: Gets Notice of Non-Compliance from NASDAQ --------------------------------------------------------- United Western Bancorp Inc., a Denver-based holding company whose principal subsidiary, United Western Bank, is a community bank focused on Colorado's Front Range market and selected mountain communities, today announced that on November 16, 2010, it received a letter from The NASDAQ Stock Market stating that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 with the Securities and Exchange Commission. The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on the NASDAQ Global Market. As previously reported by the Company on November 10, 2010, filing of the Form 10-Q has been delayed primarily due to the timing of a regularly scheduled examination of the Bank by its primary regulators, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. The Company continues to be engaged in discussions with the OTS and the FDIC regarding the Bank's consistently applied methodology for determining other- than-temporary impairment on non-agency, mortgage-backed securities at September 30, 2010. As a result of these ongoing discussions with the OTS and the FDIC, the Company is still finalizing its unaudited consolidated financial statements and related disclosures for the quarter ended September 30, 2010. The Company intends to file its Form 10-Q as soon as practicable once resolution is reached with the OTS and the FDIC. The Company has 60 calendar days from the date of the NASDAQ Letter to submit a plan to regain compliance, and if NASDAQ accepts the Company's plan, it can grant an exception of up to 180 calendar days from the Form 10-Q's due date, or until May 16, 2011, to regain compliance. About United Western Bancorp Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK) -- http://www.uwbancorp.com/-- is a holding company whose principal subsidiary, United Western Bank, is a community bank focused on Colorado's Front Range market and selected mountain communities. United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its direct subsidiary, entered into a Fifth Forbearance and Amendment Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010. The terms of the Fifth Forbearance Agreement provide, among other things, that (i) JPMorgan agrees to forbear from exercising its rights and remedies under the Loan Documents on account of the Fifth Forbearance Disclosed Defaults provided the Company and the Pledgor satisfy all obligations set forth in the Fifth Forbearance Agreement from the Effective Date as defined in the Agreement until the earlier of: (i) the end of business on January 14, 2011; or (ii) the occurrence of a default, other than the Fifth Forbearance Disclosed Defaults, under any of the Loan Documents, the Fifth Forbearance Agreement or any other agreement required to be entered into by the Fifth Forbearance Agreement. The forbearance by JPMorgan is conditioned upon, among other things, the Company entering into an investment agreement with at least two anchor investors on or before October 31, 2010, with the investment agreement providing for the investment by the anchor investors of no less than $91 million and collectively, an investment of approximately $200 million of new money capital in the Company. VIJAY TANEJA: Court Junks Ch. 11 Trustee's Suit vs. Insurers ------------------------------------------------------------ The Hon. Stephen S. Mitchell dismisses the adversary proceedings filed by the Chapter 11 Trustee of Vijay K. Taneja et al., at the behest of the defendant title insurance companies. The Chapter 11 trustee sued the insurance companies to collect some $68 million in damages based on mortgage loans for which the insurers provided closing protection letters and title insurance policies. The defendant title insurers argue that because the claims set forth by the Chapter 11 trustee arise out of Mr. Vijay's fraud, the debtor's president and sole shareholder, they are barred by the common-law doctrine of in pari delicto. The case is H. JASON GOLD, TRUSTEE, Plaintiff, v. OLD REPUBLIC NATIONAL TITLE INS. CO., et al. Defendants, Adv. Pro. Nos. 10-1234, 10-1235, 10-1236, 10-1237, 10-1238 (Bankr. E.D. Va.), and a copy of Judge Mitchell's memorandum opinion, dated November 23, 2010, is available at http://is.gd/hWHf1from Leagle.com. Defendant Old Republic National Title Ins. Co. is represented by: Donald F. King, Esq. ODIN, FELDMAN & PITTLEMAN Fairfax, VA Telephone: (703) 218-2116 Facsimile: (703) 218-2160 E-mail: donking@ofplaw.com Defendants Chicago Title Ins. Co., Commonwealth Land Title Ins. Co., and Fidelity Nat'l Title Ins. Co., are represented by: Raighne C. Delaney, Esq. BEAN, KINNEY & KORMAN, P.C. Arlington, VA Telephone: 703-525-4000 E-mail: rdelaney@beankinney.com Defendant First American Title Ins. Co. is represented by: Christopher Allan Glaser, Esq. JACKSON & CAMPBELL, P.C. Washington, DC E-mail: cglaser@jackscamp.com Telephone: 202-457-1612 Facsimile: 202-457-1678 Vijay K. Taneja and four companies controlled by him, including a mortgage loan originator known as Financial Mortgage, Inc., filed voluntary Chapter 11 petitions (Bankr. E.D. Va. Lead Case No. 08-13293) on June 9, 2008. H. Jason Gold has been appointed as Chapter 11 trustee in all five cases. James P. Campbell, Esq. -- jcampbell@campbellflannery.com -- at Campbell Flannery, P.C. in Leesburg, VA, advises the Trustee. The Official Committee of Unsecured Creditors is represented in the case by Lawrence E. Rifken, Esq. -- rifkenl@gtlaw.com -- at Greenberg Traurig, LLP, in McLean, Virginia. WORKFLOW MANAGEMENT: Lenders Aim to Head Off Disclosure Hearing --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports Workflow Management Inc. will face off against both first- and second-lien lenders at a hearing today. Credit Suisse AG, Cayman Islands Branch, as agent for the first-lien lenders, joined in a motion by the second-lien agent to end Workflow's exclusive right to file a Chapter 11 plan. Mr. Rochelle adds that at the November 30 hearing, the first- and second-lien creditors will also oppose continuation of Workflow's right to use cash representing collateral for the lenders. They believe the business is worth less than secured debt, giving them the right to protection which Workflow isn't offering. Silver Point Finance LLC, a second-lien lender, has said Workflow's proposed restructuring plan treats creditors unfairly and would leave the company insolvent when it exits bankruptcy. According to the report, Workflow has a hearing on Dec. 15 for approval of the disclosure statement explaining the reorganization plan. Workflow believes its plan would pay all creditors in full over time while allowing stockholders to retain the equity. Both lender groups believe Workflow's plan would leave the company insolvent and saddled with more debt than before. They also believe the new debt they are being offered is worth less than the face amount. About Workflow Management Headquartered in Dayton, Ohio Workflow Management, Inc., fka Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers commercial printing services, including print buying and document management capabilities, through three divisions: WorkflowOne, Freedom Graphics Services, and United Envelope. It also distributes office products and promotional items through an online ordering system. Its customers include both small and large companies throughout North America in such sectors as financial services, health care, retail, and government. Workflow Management Inc., and its affiliates, filed for Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead Case No. 10-74617). Cullen A. Drescher, Esq., Daniel F. Blanks, Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP; and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the Debtors in their restructuring effort. Arnold & Porter LLP is the Debtors' special counsel. Kaufman & Canoles, P.C., is the Debtors' corporate counsel. FTI Consulting is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Workflow Management estimated its assets and debts at $100 million to $500 million as of the Petition Date. * Justice Dept. Inspects Ch. 13 Filings Made to Stop Foreclosures ----------------------------------------------------------------- The Justice Department and other federal agencies have intensified their review of foreclosure documentation problems, using their powers over bankruptcy proceedings to scrutinize the treatment of troubled mortgages, Dow Jones' Small Cap reports. * Janice Hamblin and Pia Norman Thompson Join Gould & Ratner LLP ---------------------------------------------------------------- Gould & Ratner LLP disclosed that Janice K. Hamblin and Pia Norman Thompson have joined the firm. Janice Hamblin concentrates her practice in corporate, transactional and international business law with an emphasis on representing clients in business transactions such as mergers, acquisitions, divestitures, joint ventures and financings throughout the world. She has represented publicly and privately owned companies ranging in size from Fortune 500 to lower middle market, partnerships, investors and private equity firms in the United States, Canada, Europe and Asia. Ms. Hamblin's practice also encompasses representing international companies investing in the United States; counseling on establishing business and branch operations and distribution arrangements in the United States; serving as outside general counsel; and advising on a wide spectrum of legal and business matters. Ms. Hamblin, formerly with law firm Ice Miller, earned her B.B.A. degree, with distinction, from Iowa State University and her Juris Doctor from the University of Illinois College of Law, magna cum laude. Pia Thompson practices in the areas of commercial restructuring, bankruptcy and creditors' rights and litigation. She has handled all aspects of Chapter 11 proceedings, including debtor representation, creditor committee representation, representation of individual creditors, representation of buyers in 363 sales and the retention of professionals. Ms. Thompson works on behalf of lenders and borrowers on workouts and also represents companies in the reorganization and sale of their businesses. She has handled class action securities litigation, MDL product liability actions and complex financial fraud litigation involving accountants and lenders, as well as directors and officers liability actions and injunctions involving covenants not to compete. Ms. Thompson, formerly with Kovitz Shifrin Nesbit, earned her Bachelor's degree, cum laude, in Economics and Political Science from Wellesley College and her Juris Doctor from the University of Michigan Law School. For more than 70 years, Gould & Ratner LLP has provided comprehensive legal counsel and business advice to sophisticated entrepreneurs, family businesses and middle market companies operating in a range of industries, including manufacturing and distribution, technology and telecommunications, financial services, real estate, construction, food & beverage, gaming and emerging new industries, to name a few. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- ------- ABRAXAS PETRO AXAS US 178.1 (5.2) (1.7) ABSOLUTE SOFTWRE ABT CN 124.2 (6.0) (6.2) ACCO BRANDS CORP ABD US 1,097.3 261.9 (97.3) AEGERION PHARMAC AEGR US 3.3 (23.4) (22.7) ALASKA COMM SYS ALSK US 624.8 2.6 (15.3) AMER AXLE & MFG AXL US 2,071.4 61.9 (469.1) AMERICAN WATER W AWK US 13,983.7 (114.0) (1,993.5) AMR CORP AMR US 25,357.0 (2,102.0) (3,643.0) ARQULE INC ARQL US 94.1 45.1 (9.7) ARRAY BIOPHARMA ARRY US 139.3 23.0 (125.2) ARVINMERITOR INC ARM US 2,879.0 331.0 (1,023.0) AUTOZONE INC AZO US 5,571.6 (452.1) (738.8) BLUEKNIGHT ENERG BKEP US 296.0 (427.8) (152.8) BOARDWALK REAL E BEI-U CN 2,343.6 - (100.8) BOARDWALK REAL E BOWFF US 2,343.6 - (100.8) BOSTON PIZZA R-U BPF-U CN 111.3 5.0 (116.3) BRAVO BRIO RESTA BBRG US 162.8 (28.9) (61.5) CABLEVISION SY-A CVC US 7,501.6 (157.7) (6,222.8) CC MEDIA-A CCMO US 17,393.5 1,410.4 (7,219.6) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) CENVEO INC CVO US 1,393.6 220.0 (332.5) CHENIERE ENERGY CQP US 1,797.0 30.3 (521.9) CHENIERE ENERGY LNG US 2,616.5 (137.1) (431.0) CHOICE HOTELS CHH US 403.3 (11.5) (75.5) CLEVELAND BIOLAB CBLI US 11.9 (9.7) (10.0) COMMERCIAL VEHIC CVGI US 289.3 114.0 (5.7) COMPLETE GENOMIC GNOM US 39.8 (20.9) (0.6) CONSUMERS' WATER CWI-U CN 869.7 9.9 (263.6) CUMULUS MEDIA-A CMLS US 324.1 (2.5) (349.3) DENNY'S CORP DENN US 312.7 (10.7) (102.4) DISH NETWORK-A DISH US 9,292.9 733.1 (1,416.5) DISH NETWORK-A EOT GR 9,292.9 733.1 (1,416.5) DOMINO'S PIZZA DPZ US 425.7 104.1 (1,241.9) DUN & BRADSTREET DNB US 1,727.3 (612.4) (717.4) EASTMAN KODAK EK US 6,929.0 1,406.0 (213.0) EXELIXIS INC EXEL US 372.9 (11.8) (217.6) FORD MOTOR CO F US 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F BB 180,330.0 (18,558.0) (1,740.0) GENCORP INC GY US 981.8 150.8 (224.9) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GRAHAM PACKAGING GRM US 2,840.3 259.1 (580.3) GREAT ATLA & PAC GAP US 2,531.0 (141.5) (679.9) HEALTHSOUTH CORP HLS US 1,796.9 124.3 (394.9) HICKS ACQUISITIO HKACU US 0.8 (0.8) (0.1) HOVNANIAN ENT-A HOV US 1,909.8 1,264.2 (207.4) IDENIX PHARM IDIX US 63.1 24.0 (21.3) INCYTE CORP INCY US 464.6 305.0 (128.9) INTERMUNE INC ITMN US 143.9 10.2 (67.7) IPCS INC IPCS US 559.2 72.1 (33.0) ISTA PHARMACEUTI ISTA US 112.2 8.8 (71.8) JAZZ PHARMACEUTI JAZZ US 108.0 (13.3) (0.8) JUST ENERGY INCO JE-U CN 1,834.1 (578.0) (497.2) KNOLOGY INC KNOL US 658.7 53.5 (5.3) LIGAND PHARM-B LGNDD US 112.6 (1.4) (1.1) LIGHTING SCIENCE LSCG US 60.0 28.3 (122.4) LIN TV CORP-CL A TVL US 782.4 21.2 (146.9) LORILLARD INC LO US 3,504.0 1,665.0 (38.0) MAGMA DESIGN AUT LAVA US 74.6 9.6 (6.1) MAINSTREET EQUIT MEQ CN 399.4 - (8.6) MANNKIND CORP MNKD US 305.1 76.5 (181.4) MEAD JOHNSON MJN US 2,217.6 414.5 (415.7) MITEL NETWORKS C MITL US 624.5 162.6 (48.1) MOODY'S CORP MCO US 2,348.2 508.8 (297.6) MORGANS HOTEL GR MHGC US 759.1 47.0 (42.1) NATIONAL CINEMED NCMI US 836.1 40.5 (340.8) NAVISTAR INTL NAV US 9,418.0 2,011.0 (1,040.0) NEWCASTLE INVT C NCT US 3,760.1 - (591.2) NORTH AMERICAN G NMGL US 0.0 (0.1) (0.1) NPS PHARM INC NPSP US 228.8 147.8 (149.8) OTELCO INC-IDS OTT-U CN 331.6 27.5 (3.5) OTELCO INC-IDS OTT US 331.6 27.5 (3.5) PALM INC PALM US 1,007.2 141.7 (6.2) PDL BIOPHARMA IN PDLI US 257.5 26.1 (304.5) PETROALGAE INC PALG US 5.9 (8.2) (51.6) PHARMATHENE INC PIP US 21.6 (17.7) (11.4) PLAYBOY ENTERP-A PLA/A US 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLA US 165.8 (16.9) (54.4) PRIMEDIA INC PRM US 215.5 (5.8) (97.8) PRIMO WATER CORP PRMW US 30.5 (24.2) (6.2) PROTECTION ONE PONE US 562.9 (7.6) (61.8) QUANTUM CORP QTM US 459.6 127.8 (83.7) QWEST COMMUNICAT Q US 18,959.0 (1,163.0) (1,425.0) REGAL ENTERTAI-A RGC US 2,670.3 114.1 (267.3) REVLON INC-A REV US 794.8 86.9 (991.8) RSC HOLDINGS INC RRR US 2,736.4 (175.7) (37.5) RURAL/METRO CORP RURL US 293.7 46.4 (95.1) SALLY BEAUTY HOL SBH US 1,589.4 387.1 (460.3) SEALY CORP ZZ US 964.9 161.4 (95.4) SINCLAIR BROAD-A SBGI US 1,536.2 37.8 (156.0) SINCLAIR BROAD-A SBTA GR 1,536.2 37.8 (156.0) SMART TECHNOL-A SMT US 559.1 201.9 (63.2) SMART TECHNOL-A SMA CN 559.1 201.9 (63.2) STEREOTAXIS INC STXS US 47.5 (6.2) (5.3) SUN COMMUNITIES SUI US 1,164.1 - (131.0) SYNERGY PHARMACE SGYP US 2.7 (2.3) (1.8) TAUBMAN CENTERS TCO US 2,529.7 - (541.1) TEAM HEALTH HOLD TMH US 886.9 4.7 (18.2) THERAVANCE THRX US 212.6 161.1 (141.1) UNISYS CORP UIS US 2,840.1 472.1 (1,034.2) UNITED CONTINENT UAL US - (1,186.0) (2,206.0) UNITED RENTALS URI US 3,744.0 188.0 (15.0) VECTOR GROUP LTD VGR US 859.0 245.3 (37.7) VENOCO INC VQ US 766.2 20.4 (94.8) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) WARNER MUSIC GRO WMG US 3,779.0 (592.0) (211.0) WEIGHT WATCHERS WTW US 1,103.1 (377.9) (708.2) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WR GRACE & CO GRA US 4,209.6 1,333.7 (175.1) YRC WORLDWIDE IN YRCW US 2,673.1 (288.2) (121.7) * Pittsburgh Judge Bruce McCullough Dies at 66 ---------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that M. Bruce McCullough, a U.S. bankruptcy judge in Pittsburgh, died on Nov. 23. He was 66. Judge McCullough was appointed to the bankruptcy bench in 1995. He was reappointed for a second 14-year term in 1999. Before ascending to the bench, Judge McCullough was a partner with Buchanan Ingersoll & Rooney PC. * Former Oklahoma Judge John TeSelle Dies at 88 ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that John TeSelle, who retired as a bankruptcy judge in 2002, died on Nov. 21. Judge TeSelle, 88, lived in Norman, Oklahoma. He was a professor at Tulsa Law School and the University of Oklahoma before ascending to the bankruptcy bench. ********* 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 ***