/raid1/www/Hosts/bankrupt/TCR_Public/101202.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 2, 2010, Vol. 14, No. 334
Headlines
1031 TAX GROUP: Transferee Required to Return Only Tainted Funds
1275 LLC: Voluntary Chapter 11 Case Summary
ADOBE TRUCKING: Files Schedules of Assets & Liabilities
ADOBE TRUCKING: Section 341(a) Meeting Scheduled for Jan. 11
ADOBE TRUCKING: Taps James & Haugland as Bankruptcy Counsel
AMBAC ASSURANCE: S&P Withdraws 'D' Counterparty Credit Rating
AMERICAN BEVERAGE: Case Summary & 2 Largest Unsecured Creditors
AMERICAN HOSPITALITY: Voluntary Chapter 11 Case Summary
AMN HEALTHCARE: S&P Downgrades Corporate Credit Rating to 'B+'
AMRIT LAL: Involuntary Chapter 11 Case Summary
ARNOLD STONE: Case Summary & 20 Largest Unsecured Creditors
ARTFEST INTERNATIONAL: Posts $1.3 Million Net Loss in Q3 2010
ATLAS PIPELINE: Moody's Upgrades Corporate Family Rating to 'B2'
BALDOR ELECTRIC: Moody's Reviews 'B1' Corporate Family Rating
BALDOR ELECTRIC: S&P Puts 'BB-' Rating on CreditWatch Positive
BARZEL INDUSTRIES: Wins Court Nod to Sell Hartford Property
BEARINGPOINT INC: Trustee Wants to Sue Ex-CEO for $1.88-Bil.
BERNARD L MADOFF: Trustee Continues Pursuit of Family Assets
BERNARD L MADOFF: Trustee Prevails in Skirmish With Chais Family
BIOLIFE SOLUTIONS: Multi-Draw Term Loan Extended to 2013
BNY CONVERGEX: S&P Affirms 'B+' Counterparty Credit Rating
BROWNIE'S MARINE: Posts $345,400 Net Loss in September 30 Quarter
BRYCE ERICKSON: Idaho Sup. Ct. Affirms Foreclosure Judgment
BUMBLE BEE: Moody's Assigns 'B1' Corporate Family Rating
CCC INFORMATION: Moody's Assigns 'B2' Corporate Family Rating
CCC INFORMATION: S&P Assigns 'B' Corporate Credit Rating
CDG MANAGEMENT: Ordered to Pay $7.4 Million in EEOC Sex Bias Suit
CHARLES LIVECCHI: Chapter 7 Trustee Can Take Over Estate
CHINA GINSENG: Posts $308,400 Net Loss in September 30 Quarter
CHINA TRACTOR: Narrows Net Loss to $86,300 in 3rd Qtr. 2010
CLAIM JUMPER: Black Canyon Objects to Creditors' Deal
CN DRAGON: Posts $335,500 Net Loss in September 30 Quarter
CNB INTERNATIONAL: Bank Loses Fraudulent Conveyance Litigation
CNO FINANCIAL: Moody's Reviews 'B2' Rating on Senior Bank Debt
CONNECTOR 2000: Has Jan. 5 Disclosure Statement Hearing
CROWNBROOK DEBCO: Auction Today; Parties Agree on Dismissal
CRYSTAL CATHEDRAL: Wins Court Approval to Tap Cash
DAIS ANALYTIC: Shareholders Re-Elect All Three Directors
DAN STANBROUGH: U.S. Trustee, Regions Bank Oppose Plan
DAVID SARINANA: Section 341(a) Meeting Scheduled for Dec. 28
DB CAPITAL: Judge Approves Involuntary Chapter 11 Filing
DECOR PRODUCTS: Reports $1.1 Million Net Income in Q3 2010
DEL MONTE: Fitch Cuts Long-Term Issuer Default Rating to 'B+'
DEVELOPING EQUITIES: Section 341(a) Meeting Scheduled for Jan. 3
DOLPHIN DIGITAL: Posts $431,600 Net Loss in September 30 Quarter
DONEE ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors
DRYSHIPS INC: Ocean Rig Inks Falkland Exploration Contract
EASTBROOK PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
ECOLOGIX RESOURCE: Reports $360,000 Net Income in Q3 2010
EPAZZ INC: Posts $12,100 Net Loss in September 30 Quarter
FLEXERA SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
FLEXERA SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating
FRASER PAPERS: Submits Plan of Compromise in Ontario
FREEDOM ENVIRONMENTAL: Cuts Net Loss to $20,900 in Q3 2010
FT SILFIES: Settles NY State Tax & Finance Dept's Tax Claims
GENMAR HOLDINGS: Charles W. Ries Appointed Chapter 7 Trustee
GGNSC HOLDINGS: Moody's Reviews 'B2' Corporate Family Rating
GLAZIER GROUP: Says Bankruptcy Won't Affect Operations
GOLD STANDARD: Posts $3.6 Million in September 30 Quarter
GOOD LUCK: Case Summary & 6 Largest Unsecured Creditors
HARRELSON UTILITIES: Ferguson Accord Did Not Defeat Lien Order
HENRY MILLER: Court Slashes Curtis Law Firm Fees as Excessive
HENRY MILLER: Shields Britton's Fees Are Excessive & Duplicative
HERTZ CORPORATION: Moody's Confirms 'B1' Corporate Family Rating
HYLAND SOFTWARE: S&P Affirms 'B+' Corporate Credit Rating
IA GLOBAL: Closes Acquisition of Zest from Kansai
HERTZ CORPORATION: Moody's Confirms 'B1' Corporate Family Rating
HYLAND SOFTWARE: S&P Affirms 'B+' Corporate Credit Rating
INNOLOG HOLDINGS: Posts $3.9 Million Net Loss in Q3 2010
J K FARMS: Case Summary & 20 Largest Unsecured Creditors
JAMES WALLACE: Section 341(a) Meeting Scheduled for Dec. 23
JAPAN AIRLINES: Tokyo District Court Approves Rehabilitation Plan
JEFFREY PROSSER: Status Conference on Jan. 25 in Klingerman Case
JOAN HOYMAN: Voluntary Chapter 11 Case Summary
JOE BORGES: Husband Gets Credit Counseling Waiver & Wife Doesn't
KEVEN A MCKENNA: Judge Appoints Chapter 11 Trustee
KEYS COUNTRY: Voluntary Chapter 11 Case Summary
KKR FINANCIAL: S&P Raises Ratings on Various Classes of Notes
LDK SOLAR: Reaches Capacity at Mahong Polysilicon Plant
LEE APPLEBY: Case Summary & 2 Largest Unsecured Creditors
LEONARD ROSS: BofA Wants Trustee to Take Over
LOK REDWOOD: State Street Bank's Atty. Fees Pegged at $125,000
MAJESTIC STAR: Files Amended Joint Plan of Reorganization
MANDY ANN: Voluntary Chapter 11 Case Summary
MARK IV: Moody's Raises Corporate Rating to 'B1'
MASSEY ENERGY: Idles Kentucky Coal Mine's Operations
MATTERHORN GROUP: Court Approves Sale to Foster Dairy Farms
MAXON ENGINEERING: Suit v. Sindicato De Camioneros Dismissed
MEDICAL ALARM: Posts $66,800 Net Loss in September 30 Quarter
MIS AMIGOS: Velasco et al. May Seek Default Judgment
MOHEGAN TRIBAL: Moody's Junks Corporate Family Rating From 'B3'
MURRAY ENERGY: Moody's Assigns 'B3' Rating to $150 Mil. Notes
MURRAY ENERGY: S&P Downgrades Rating on Second-Lien Notes to 'B'
NORTH GENERAL: Liquidation Trust to Administer Assets
NORTHPORT NETWORK: Posts $144,800 Net Loss in September 30 Quarter
NOVELIS INC: Moody's Reviews 'Ba3' Corporate Family Rating
NOVELIS INC: S&P Gives Stable Outlook; Affirms 'B+' Rating
NUTRACEA: Emerges From Chapter 11 Reorganization
OCEANIA CRUISES: Restated Amendment Won't Affect S&P's 'B+' Rating
OLD MILL: Case Summary & 6 Largest Unsecured Creditors
ORLANDO FABRICANTE: Case Summary & 23 Largest Unsecured Creditors
ORLEANS HOMEBUILDERS: Court Confirms Plan of Reorganization
OTC HOLDINGS: Protects Tax Attributes to Help Plan
PALM HARBOR: Seeks Court OK for Cavco-Led Auction for All Assets
PALM HARBOR: Proposes $55-Mil. of DIP Loans from Fleetwood
PALM HARBOR: Wants Filing of Schedules Extended Until Jan. 28
PAN AMERICAN: BP & Bridas Deal Won't Affect Fitch's Ratings
PLATINUM ENERGY: Board Names Martin Walrath Acting CEO
PLATINUM STUDIOS: Posts $128,900 Net Loss in September 30 Quarter
POINT BLANK: Creditors Want Equity Group to Pursue Plan for Firm
POINT BLANK: U.S. Gov't Wants Say Over Assignment of Contracts
PREM MAHARAJ: Case Summary & 20 Largest Unsecured Creditors
RAFAELLA APPAREL: Cash Crunch Could Cripple Operations
RENAISSANT LAFAYETTE: Condo Buyers Sue to Rescind Contracts
RENAISSANT LAFAYETTE: Dec. 17 Auction Set for Park Condo
RES-CARE INC: S&P Cuts Corporate Credit Rating to 'B+'
RESERVE PRIMARY: Biggest User of Gov't Commercial Paper Facility
REVLON CONSUMER: S&P Raises Corporate Credit Rating to 'B+'
RICHARD KITCHIN: Liable for Kitchin LLC Debts as Alter Ego
RICKY BUMGARDNER: Case Summary & 13 Largest Unsecured Creditors
ROMANO CIONNI, SR.: Case Summary & 20 Largest Unsecured Creditors
ROSEMARY MEDEL: Case Summary & 7 Largest Unsecured Creditors
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' Issuer Default Rating
SEAGATE TECHNOLOGY: S&P Keeps 'BB+' Rating on CreditWatch Negative
SHAFI JAMAL: Lenders' Claims Secured by Keisler Eng'g Stock
SITEBRAND.COM INC: Obtains Protection From Creditors Under BIA
SOUTHBELT PROPERTIES: Texas Court Converts Case to Ch. 7
SQUADRON VCD: Case Summary & 17 Largest Unsecured Creditors
STILLWATER MINING: Has Secondary Offering of 37 Million Shares
STONEWOOD PROPERTIES: Case Summary & Creditors List
SUNQUEST INFORMATION: Moody's Cuts Corp. Family Rating to 'B2'
SWIFT CORP: S&P Puts 'B-' Rating on CreditWatch Positive
TEMPE LAND: Ch. 7 Trustee Can Pay Ch. 11 Admin. Expenses
TRANSALTA CORPORATION: Moody's Affirms 'Ba1' Preferred Rating
TRICO MARINE: MARAD Objects to Asset Sale Procedures
TURCHAN TECHNOLOGIES: IRS May Continue Collection Activities
VALLEJO, CA: City Council Approves 5-Year Financial Plan
TYLER MOON: Voluntary Chapter 11 Case Summary
VECTOR GROUP: Moody's Assigns 'B2' Corporate Family Rating
VECTOR GROUP: S&P Assigns Corporate Credit Rating at 'B'
VITRO SAB: To Vote US$1.9 Billion of Loans to Win Debt Offer
VITRO SAB: U.S. Court Denies Motion to Stop Exchange Offer
WADE STOUT WILLIAMS: Disclosure Statement Hearing on Dec. 15
WASHINGTON MUTUAL: JPMorgan Fights to Hold $4BB of Securities
WEEKS LANDING: Dist. Ct. Revives Debtors' & Principal's Suit
WEST ONE: Case Summary & 20 Largest Unsecured Creditors
WESTPORT PROPERTY: Voluntary Chapter 11 Case Summary
WILLIAM ACHATA: Case Summary & 14 Largest Unsecured Creditors
* PBGC Helped 38 Firms Emerge From Bankruptcy With Plans Intact
* New Vehicle Sales Up Almost 17% From Last Year
* Property-Tax Squeeze Hits Michigan Cities and Towns
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
*********
1031 TAX GROUP: Transferee Required to Return Only Tainted Funds
----------------------------------------------------------------
WestLaw reports that the transferee on an avoided fraudulent
transfer, which had received payment from an escrow account in
which were commingled both "tainted" funds derived from the debtor
and "clean" funds derived from a third-party loan, would be held
liable for repayment of only of a pro rata portion of the
fraudulently transferred funds, based on the percentage of tainted
funds that were in the account. No evidence was presented that
the transferee had itself engaged in any fraud. In re 1031 Tax
Group, LLC, --- B.R. ----, 2010 WL 4284875 (Bankr. S.D.N.Y.).
About 1031 Tax Group
Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.
The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14,
2007. Gerard A. McHale, Jr., was appointed Chapter 11 trustee.
Jonathan L. Flaxer, Esq., and David J. Eisenman, Esq., at
Golenbock Eiseman Assor Bell & Peskoe LLP, represent the Chapter
11 trustee. Kurtzman Carson Consultants LLC acts as claims and
notice agent. Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq.,
and Allen G. Kadish, Esq., at Greenberg Traurig, LLP, represent
the Official Committee of Unsecured Creditors.
Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges. Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.
1275 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 1275, LLC
10642 Lower Azusa Road Unit G
El Monte, CA 91731
Bankruptcy Case No.: 10-60935
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Central District Of California (Los Angeles)
Debtor's Counsel: Roseann Frazee, Esq.
FRAZEE/LARON
123 N Lake Ave Ste 200
Pasadena, CA 91101
Tel: (626) 744-0263
Fax: (626) 744-0548
E-mail: RoseAnn@frazeelaron.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Lingoi Ko, managing member.
ADOBE TRUCKING: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Adobe Trucking, Inc., has filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $0
B. Personal Property $10,339,616
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $7,500,000
E. Creditors Holding
Unsecured Priority
Claims $14,341
F. Creditors Holding
Unsecured Non-priority
Claims $2,171,403
----------- -----------
TOTAL $10,339,616 $9,685,743
A copy of the Schedules of Assets and Debts is available for free
at http://bankrupt.com/misc/ADOBE_TRUCKING_sal.pdf
Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection on November 23, 2010 (Bankr. W.D. Texas Case
No. 10-70353). Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel.
ADOBE TRUCKING: Section 341(a) Meeting Scheduled for Jan. 11
------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Adobe
Trucking, Inc.'s creditors on January 11, 2011, at 12:00 p.m. The
meeting will be held at Midland Room 207, George Mahon Federal
Building & Courthouse, 200 E. Wall Street, Second Floor Room 207,
Midland, TX 79701.
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.
Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection on November 23, 2010 (Bankr. W.D. Texas Case
No. 10-70353). Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel. In its
schedules, the Debtor disclosed $10,339,616 in assets and
$9,685,743 in liabilities.
ADOBE TRUCKING: Taps James & Haugland as Bankruptcy Counsel
-----------------------------------------------------------
Adobe Trucking, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ James
& Haugland, P.C., as bankruptcy counsel.
James & Haugland will, among other things:
a. represent the Debtor at the meeting of creditors and
disclosure statement and confirmation hearing, and any
adjourned hearings thereof;
b. represent the Debtor in adversary proceedings and other
contested bankruptcy matters and other matters affecting
estate administration;
c. prepare applications, answers, orders, reports and other
papers; and
d. help the Debtor with any necessary documents for the
obtaining of postpetition credits, offsets and other
matters involving the debtor-creditor relationship.
James & Haugland will be paid based on the rates of its
professionals:
Wiley F. James, III $300
Corey W. Haugland $300
Jamie T. Wall $200
Aldo R. Lopez $150
Paralegals $75
Wiley F. James, Esq., a shareholder at James & Haugland, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.
Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection on November 23, 2010 (Bankr. W.D. Texas Case
No. 10-70353). In its schedules, the Debtor disclosed $10,339,616
in assets and $9,685,743 in liabilities.
AMBAC ASSURANCE: S&P Withdraws 'D' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
counterparty credit rating and its 'R' financial strength and
financial enhancement ratings on Ambac Assurance Corp. Standard &
Poor's also said that it withdrew its 'D' counterparty credit and
long-term debt ratings on Ambac Financial Group Inc. In addition,
Standard & Poor's withdrew its 'CC' financial strength and
financial enhancement ratings on Everspan Financial Guarantee
Corp.
"S&P withdrew these ratings at the company's request, combined
with a lack of sufficient information following the bankruptcy
filing of Ambac Financial and the regulatory intervention of
Ambac," noted Standard & Poor's credit analyst David Veno.
The 'R' ratings on Ambac reflected the ongoing rehabilitation
process that began in March 2010. Following a directive by the
Commissioner of Insurance of the State of Wisconsin, Ambac
established a segregated account for certain insured exposure,
primarily policies related to credit derivatives, residential
mortgage-backed securities, and other structured finance
transactions. It is S&P's view that the regulatory directive with
respect to the segregated account indicates a level of regulatory
intervention at Ambac that is consistent with an 'R' rating.
The 'D' ratings on Ambac Financial reflected its filing bankruptcy
under Chapter 11 of the U.S. Bankruptcy on Nov. 8, 2010. S&P
assigns a 'D' rating to issuers and issues upon the filing.
The 'CC' ratings on Everspan were based on a support agreement
from Ambac. The rating also reflected Everspan not being under
regulatory control.
AMERICAN BEVERAGE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Beverage Bottling, LLC
7300 N.W. 77 Street
Medley, FL 33166-2206
Bankruptcy Case No.: 10-46255
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Robert A. Mark
Debtor's Counsel: Barbara L. Phillips, Esq.
25 SE 2 Ave # 1139
Miami, FL 33131
Tel: (305) 371-3633
E-mail: bphillipspa@bellsouth.net
Scheduled Assets: $2,019,326
Scheduled Debts: $2,773,134
A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-46255.pdf
The petition was signed by Martin Abete, managing member.
AMERICAN HOSPITALITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: American Hospitality Group, Inc.
dba Howard Johnson Executive Center
fka Best Western Diplomat Inn
3004 NW 82nd Ave.
Doral, FL 33122-1042
Bankruptcy Case No.: 10-28525
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Caryl E. Delano
Debtor's Counsel: Alberto F Gomez, Jr., Esq.
MORSE & GOMEZ, P.A.
119 S. Dakota Avenue
Tampa, FL 33606
Tel: (813) 301-1000
E-mail: algomez@morsegomez.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Anil Lal, director.
AMN HEALTHCARE: S&P Downgrades Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on San Diego-based AMN Healthcare Inc. to 'B+' from
'BB-'. At the same time, S&P removed the ratings from CreditWatch
following the completion of the company's acquisition of Texas-
based health care staffing company Nursefinders (d/b/a
medfinders). S&P placed its current 'BB-' ratings on CreditWatch
with negative implications on July 29, 2010, after the proposed
acquisition was announced. The outlook is stable.
S&P is also revising its recovery rating on the company's senior
secured first-lien debt to '1' from '2'. The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery for
lenders in the event of payment default. The issue-level rating
on this debt remains 'BB'-two notches higher than the expected
'B+' corporate credit rating-in accordance with S&P's notching
criteria for a '1' recovery rating.
"S&P's rating on AMN Healthcare Inc., a subsidiary of AMN
Healthcare Services Inc., reflects a weak business profile-
evidenced by its operating concentration in the highly competitive
and cyclical health care staffing industry," said Standard &
Poor's credit analyst Rivka Gertzulin. Moreover, the addition of
$118 million of debt to fund the Nursefinders acquisition weakened
the company's financial risk profile, which S&P now characterizes
as aggressive. S&P estimates that pro forma adjusted leverage is
around 5x, but could decline to around 4x by the end of 2011 if
projected synergies are realized and the company achieves at least
5% revenue growth.
AMRIT LAL: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtors: Amrit Lal and Jai Pal, as general partners
45901 Transamerica Plaza, Unit 101
Sterling, VA 20166
Bankruptcy Case No.: 10-19964
Involuntary Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of Virginia (Alexandria)
Debtor's Counsel: Pro Se
Petitioners' Counsel: John P. Forest, II, Esq.
11350 Random Hills Rd., Suite 700
Fairfax, VA 22030
Tel: (703) 691-4940
Creditor who signed the Chapter 11 petition:
Petitioner Nature of Claim Claim Amount
----------- --------------- ------------
Amrit Lal not indicated not indicated
43851 Warden
Sterling, VA 20166
ARNOLD STONE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arnold Stone, Inc.
P.O. Box 118
Celina, TX 75009
Bankruptcy Case No.: 10-44077
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Joyce W. Lindauer, Esq.
8140 Walnut Hill Lane, Suite 301
Dallas, TX 75231
Tel: (972) 503-4033
Fax: (972) 503-4034
E-mail: courts@joycelindauer.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-44077.pdf
The petition was signed by Michael Arnold, president.
ARTFEST INTERNATIONAL: Posts $1.3 Million Net Loss in Q3 2010
-------------------------------------------------------------
Artfest International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.31 million on $571,980 of revenue
for the three months ended September 30, 2010, compared with a net
loss of $392,789 on $36,900 of revenue for the same period last
year.
The Company's balance sheet at September 30, 2010, showed
$5.72 million in total assets, $2.52 million in total liabilities,
and stockholders' equity of $3.20 million.
Eugene M. Egeberg, C.P.A., in his review of Artfest's financial
statements for the three months ended September 30, 2010, noted
that the Company has an accumulated deficit of $6.77 million as of
September 30, 2010, and said that the Company's future is
dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business
opportunities.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?702c
About Artfest International
Headquartered in Dallas, Texas, Artfest International, Inc. (OTC
BB: ARTS) through its wholly owned subsidiaries, Art Channel
Galleries, Inc., Artfest Direct. and Charity Sports Distributors,
Inc., markets and sells paintings (both original and reproduced on
canvas using the Giclee and lithograph processes), autographed
limited-edition celebrity photographs, and a wide variety of
authentic autographed memorabilia, sports memorabilia and
collectibles.
ATLAS PIPELINE: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
the Probability of Default Rating of Atlas Pipeline Partners,
L.P., to B2 with a positive outlook following the completion of
the sale of the Elk City gas gathering and processing system for
$682 million and the announcement of the sale of its 49% interest
in the Laurel Mountain Midstream joint venture for $403 million.
The rating action also affected the senior unsecured note rating
which was upgraded to B3 from Caa2 and the rating for the senior
secured bank credit facility which was changed to Ba2 from B1.
The partnership's Speculative Grade Liquidity rating improved to
SGL3 from SGL4 reflecting the improved liquidity position for the
partnership following the closing of the sale of the Elk City
system.
Ratings Rationale
"The closing of the sale of the Elk City system was a critical
factor in repairing the credit profile of the partnership," said
Stuart Miller, Moody's Vice President. "In addition, the sale of
the Laurel Mountain Midstream investment eliminates the risk
associated with the timing of the generation of free cash flow
from the project after taking into account the out-sized funding
commitment required for its build out. With a much improved
balance sheet, Atlas is positioned to better manage the
opportunistic expansion of its core Mid-Continent asset base,
which is the primary driver to the ratings upgrade."
The B2 Corporate Family Rating reflects the partnership's improved
capital structure and liquidity position, which are offset by its
increased asset concentration in the Mid-Continent area, its
business exposure to throughput volumes and commodity prices, and
the risks which arise from a MLP corporate structure. The
positive outlook reflects the potential for cash flow growth as
the partnership reinvests the proceeds of its recent asset sales.
Looking forward, the partnership's cash flow will be dependent
solely on the performance of its three gathering and processing
systems in Texas, Oklahoma, and Kansas. While each system has
significant drilling activity in its service area, Atlas has
little control over the gas volumes delivered to its gathering and
processing system, and should drilling activity decline, the
partnership's volume throughput will be negatively impacted. In
addition, while Atlas has an active commodity price hedging
program in place and is managing its producer contracts to
minimize commodity price risk, it remains significantly exposed to
volatility in natural gas and natural gas liquids pricing. The
MLP structure requires a significant amount of the partnership's
cash flow to be distributed to the equity holders, a poor use of
cash from a debt holders perspective. For all of these reasons,
over the long term there is a limited amount of ultimate upside in
Atlas' ratings. However, in the short term small positive rating
actions are possible, but any such action would be highly
dependent on the return on investment Atlas achieves as it
reinvests the proceeds of the asset divestitures.
The last rating action on Atlas was on August 24, 2010, at which
time the company's Corporate Family Rating and Probability of
Default Rating were put on review for an upgrade following the
announcement of the sale of the Elk City gas gathering and
processing system. The action completes that review.
Atlas Pipeline Partners, L.P., is a publicly traded master limited
partnership engaged primarily in the gathering, processing, and
transportation segments of the midstream natural gas industry.
The partnership is headquartered in Philadelphia, PA.
BALDOR ELECTRIC: Moody's Reviews 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Baldor
Electric Company's -- including the B1 Corporate Family, Ba3
senior secured bank credit facilities and B3 senior unsecured
note- under review for possible upgrade. The actions were
prompted by the announcement of an agreement reached by Baldor's
board of directors to be acquired by A3 rated ABB Ltd. of
Switzerland. The company's Speculative Grade Liquidity rating of
SGL-2 is unchanged.
The proposed transaction would value Baldor at roughly
$4.2 billion with approximately $3.1 billion representing the
equity value. Baldor had approximately $1.15 billion of
outstanding debt at October 2, 2010, and some $17 million of cash.
Its principal debt obligations include $550 million of 8.625%
unsecured notes with a stated maturity in February 2017 and
$599 million outstanding under a secured bank term loan whose
final maturity would otherwise be in January 2014. The proposal
is subject to regulatory consent and Baldor shareholder approval.
Baldor's bank term loan and a $200 million revolving credit are
documented under an agreement which contains change in control
language as a defined event of default. The proposed transaction,
if consummated, would appear to trigger those provisions.
The indenture for the notes also has change in control language
which provides the noteholders the right to put their securities
to the issuer with a prescribed premium. However, given the
current coupon on the notes and the credit strength of ABB, not
all of the notes may be put under a procedure that would only
begin post the change of control. Baldor does have the right to
redeem the notes prior to February 15, 2012, under terms
prescribed in the indenture, which generally include a make whole
provision, as well as after February 15, 2012, at terms which
involve defined premiums which start at 104.313% and step-down
thereafter. The indenture also requires the issuer to provide
financial statements to noteholders whether or not it is required
to do so under SEC regulations. Consequently, the notes would
initially survive a proposed change in ownership, but subsequently
could be redeemed depending upon ABB/Baldor's intentions.
The review will focus on the outcome of the proposed acquisition
and any developments on the nature of support ABB may provide, if
any. Ratings on the bank obligations would be withdrawn should
that agreement be terminated and amounts outstanding be repaid
accordingly. Ratings on the notes could be subject to upward
pressure from positive elements that could be introduced by ABB's
ownership and/or Baldor's fundamental operating performance.
Ratings placed under review for possible upgrade:
-- Corporate Family Rating, B1
-- Probability of Default, B1
-- Senior secured bank debt, Ba3 (LGD-3, 31%)
-- Senior unsecured notes, B3 (LGD-5, 83%)
The last rating action was on December 15, 2009, at which time the
CFR and PDR were affirmed.
Baldor Electric Company, headquartered in Fort Smith, AR, is a
manufacturer of industrial electric motors, drives, generators and
other mechanical power transmission products. Revenues for the
last twelve months ending in early October were approximately
$1.6 billion.
BALDOR ELECTRIC: S&P Puts 'BB-' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
ratings on Fort Smith, Ark.-based motor and power transmission
product manufacturer Baldor Electric Co., including the 'BB-'
corporate credit rating, on CreditWatch with positive
implications.
The rating action follows ABB Ltd.'s announcement that it has
entered into an agreement to acquire all of the outstanding shares
of Baldor for $63.50 per share in cash.
"S&P will likely withdraw its ratings on Baldor if the rated debt
is repaid as part of the transaction," said Standard & Poor's
credit analyst Sarah Wyeth.
BARZEL INDUSTRIES: Wins Court Nod to Sell Hartford Property
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barzel Industries Inc. was authorized by the
bankruptcy judge to sell a building and land in Hartford,
Connecticut, for $475,000. The 33,150-square-foot building sits
on a 1.43-acre plot.
Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel. The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.
Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as the Debtors' legal counsel.
On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.
Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.
Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc. Secured lenders
agreed to a settlement later where they received a release of
claims in return for giving up $800,000.
BEARINGPOINT INC: Trustee Wants to Sue Ex-CEO for $1.88-Bil.
------------------------------------------------------------
John DeGroote Services, LLC, as liquidating trustee of the
BearingPoint, Inc. Liquidating Trust, is seeking permission to sue
in state court the Company's former CEO and board of directors,
accusing them of hijacking the sale of the Company and costing it
up to $1.884 billion.
John DeGroote filed motions asking the U.S. Bankruptcy Court for
the Southern District of New York for limited relief from Article
XI of the Court-confirmed Chapter 11 plan and granting it leave to
file suits against former CEO Mr. F. Edwin Harbach and certain
former directors in another available jurisdiction.
The draft complaint alleges, inter alia, that Mr. Harbach hijacked
the Company's sales process, causing BearingPoint to ignore large
segments of the sales market -- including strategic buyers and
buyers of business units -- and to deflect or avoid numerous
opportunities in 2007 and 2008 to sell the business to a strategic
buyer or to a buyer of business units, and that this resulted in
diminished recovery of proceeds for the units when they were later
sold in chapter 11, in 2009.
The draft complaint alleges that Mr. Harbach had a personal
interest in ignoring significant areas of the marketplace in order
to maintain his management position, vest his equity interests,
and obtain new equity holdings in the purchasing entity. Indeed,
scores of interested purchasers were ignored and overlooked
because they did not fit the model that would benefit Mr. Harbach.
These failures directly resulted in the decline of the company's
value and inability to obtain the best price available for its
assets, which could have been achieved by either selling the
company as a whole or selling the company's business units.
The Trustee has engaged Robert Sherwin of The Analysis Group to
investigate and confirm whether such sales of BearingPoint, or its
business units, could have been achieved in 2007-2008.
Mr. Sherwin's preliminary analysis shows that the company could
have been sold as a whole for a price in the approximate range of
$1.0 billion to $1.4 billion and that the company's business units
could have been sold for an aggregate price of $1.56 billion to
$2.3 billion. Instead, the company was liquidated in bankruptcy
and yielded approximately $424 million in proceeds, resulting in
losses of $624 million to $1.88 billion.
The trustee intends to file the suits before the circuit courts of
the Commonwealth of Virginia, the jurisdiction in which
BearingPoint's former world headquarters was located and where it
appears that jurisdiction could be obtained over all putative
defendants.
About BearinPoint Inc.
BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.
BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No.
09-10691) on February 18, 2009. The Debtors' legal advisor was
Weil, Gotshal & Manges, LLP. Their restructuring advisor was
AlixPartners LLP, and their financial advisor and investment
banker was Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP represented the Creditors' Committee.
Garden City Group served as claims and notice agent.
BearingPoint disclosed total assets of $1.655 billion and debts of
$2.201 billion as of December 31, 2008.
On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition. BearingPoint,
however, changed course and pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.
On December 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan Under
Chapter 11 of the Bankruptcy Code, dated December 17, 2009. On
December 30, 2009, the Debtors satisfied the conditions precedent
to the effectiveness of the Plan and on December 31, 2009, a
Notice of Effective Date of the Plan was filed with the Bankruptcy
Court. John DeGroote was appointed as liquidating trustee under
the Plan. The liquidating trustee is represented by Katherine
Dobson, Esq., at Bingham McCutchen, in Hartford, Connecticut. The
trustee also has retained McKool Smith P.C. and Whiteford, Taylor
& Preston L.L.P. to pursue claims against former company officers.
Attorneys for John DeGroote can be reached at:
BINGHAM McCUTCHEN LLP
Jeffrey S. Sabin, Esq.
399 Park Avenue
New York, NY 10022
Telephone: (212) 705-7000
Facsimile: (212) 702-3668
E-mail: jeffrey.sabin@bingham.com
Sabin Willett, Esq.
One Federal Street
Boston, MA 02110
Telephone: (617) 951-8000
Facsimile: (617) 345 - 5033
E-mail: sabin.willett@bingham.com
- and -
MCKOOL SMITH P.C.
Peter S. Goodman, Esq.
One Bryant Park, 47th Floor
New York, NY 10036
Telephone: (212) 402-9400
Facsimile: (212) 402-9444
E-mail: pgoodman@mckoolsmith.com
Lew LeClair, Esq.
Robert Manley, Esq.
300 Crescent Court, Suite 1500
Dallas, TX 75201
Telephone: (214) 978-4000
Facsimile: (214) 978-4044
E-mail: lleclair@mckoolsmith.com
rmanley@mckoolsmith.com
Basil A. Umari
600 Travis, Suite 7000
Houston, TX 77002
Telephone: (713) 485-7300
Facsimile: (713) 485-7344
E-mail: bumari@mckoolsmith.com
BERNARD L MADOFF: Trustee Continues Pursuit of Family Assets
------------------------------------------------------------
Bankruptcy Law360 reports that the trustee overseeing the
liquidation of Bernard L. Madoff Investment Securities LLC has
teamed up with British lawyers to pursue assets connected with the
Ponzi scheme, including a yacht owned by Madoff's wife and an
Aston Martin car owned by his brother.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.
On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970. The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)
As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp. Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.
BERNARD L MADOFF: Trustee Prevails in Skirmish With Chais Family
----------------------------------------------------------------
The Hon. Burton R. Lifland dismisses the counterclaims filed
against Irving H. Picard, Esq. -- trustee for the substantively
consolidated SIPA liquidation of Bernard L. Madoff Investment
Securities LLC and Bernard L. Madoff -- by defendants Stanley
Chais, Pamela Chais, Appleby Productions Ltd., Appleby Productions
Ltd. Defined Contribution Plan, Appleby Productions Ltd. Money
Purchase Plan, Appleby Productions Ltd. Profit Sharing Plan, and
the 1991 Chais Family Trust.
The Defendants assert four counterclaims against Mr. Picard, all
of which are based on a notice letter that the Trustee sent to
Goldman Sachs on March 6, 2009: (1) tortious interference with a
contract; (2) tortious interference with a business relationship;
(3) conversion; and (4) a Fifth Amendment violation. The Trustee
asserts that the Counterclaims fail to state a claim upon which
relief can be granted pursuant to Federal Rule of Civil Procedure
12(b)(6), made applicable by Federal Rule of Bankruptcy Procedure
7012.
Judge Lifland says the Defendants have failed to plead valid prima
facie claims against the Trustee for tortious interference with a
contract, tortious interference with a business relationship,
conversion and violation of the Fifth Amendment. Accordingly, the
Trustee's Motion to Dismiss is granted in its entirety.
On May 1, 2009, the Trustee sued the Defendants and others to
avoid and recover preferential payments and fraudulent transfers
of over $1 billion in connection with the infamous Madoff Ponzi
scheme. Mr. Chais countersued, arguing the Trustee improperly
froze his personal assets in an account at Goldman Sachs Group
Inc.
The case is IRVING H. PICARD, Trustee for the Liquidation of
BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Plaintiff, v. STANLEY
CHAIS, et al., Defendants, Adv. Pro. No. 09-1172 (Bankr.
S.D.N.Y.), and a copy of Judge Lifland's 23-page decision dated
November 30, 2010, is available at http://is.gd/i4CBRfrom
Leagle.com.
Stanley Chais, et al., are represented in the case by:
Eugene Licker, Esq.
Walter H. Curchack, Esq.
Amanda Merkur, Esq.
LOEB & LOEB LLP
345 Park Avenue
New York, NY 10154
Telephone: 212-407-4157
Facsimile: 646-219-7454
E-mail: elicker@loeb.com
wcurchack@loeb.com
* * *
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that Stanley Chais and members of his family lost two more
rounds in their battle with Mr. Picard.
Mr. Rochelle reports that in a separate opinion, Judge Lifland
ruled that the Madoff trustee has the right to sue a Chais
daughter-in-law in New York, although she lives in Israel.
Mr. Rochelle relates the Madoff trustee succeeded in freezing
Chais's Goldman account by writing the investment bank a letter
saying that the account contained property belonging to the
bankrupt Madoff estate. The Trustee contended that property in
the account was frozen by the automatic stay. The trustee also
warned Goldman that it could be liable if it allowed funds to be
taken out of the account.
In his ruling, Judge Lifland held that the Trustee has "immunity
from liability because his act of sending the letter to Goldman
was performed in good faith and within the scope of his statutory
and court-appointed duties."
According to Mr. Rochelle, Judge Lifland said Mr. Chais may have
had better luck suing Goldman. Mr. Rochelle also relates the
daughter-in-law didn't fare any better. Although she lives in
Israel, Judge Lifland said she could be sued in bankruptcy court
because she had the required "minimum contacts" with the U.S. He
also said it didn't "offend traditional notions of fair play and
substantial justice." U.S. courts could have jurisdiction over
her because Judge Lifland found that she "purposefully availed
herself of the benefits" of the U.S. by having an interest in two
Madoff accounts, plus a separate bank account in California.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.
On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970. The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)
As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp. Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.
BIOLIFE SOLUTIONS: Multi-Draw Term Loan Extended to 2013
--------------------------------------------------------
On November 29, 2010, Biolife Solutions entered into an Amendment
to the Secured Convertible Multi-Draw Term Loan Facility Agreement
with each of Thomas Girschweiler, a director and stockholder of
the Company, and Walter Villiger, an affiliate of the Company,
each a non-U.S. Person, pursuant to which:
a) the term of the Secured Convertible Multi-Draw Term Loan
Note was extended to January 11, 2013, and
b) the amount of each of the Investor's Facility was
increased to $4,750,000.
The Note previously delivered to each of the Investors also was
amended to reflect the changes to the Facility Agreement. In
consideration of such amendments, the Company issued to each of
the Investors a five-year warrant to purchase 1,000,000 shares of
the Company's Common Stock, par value $0.001 per share, at a price
of $0.07 per share.
About BioLife Solutions
Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.
The Company's balance sheet at Sept. 30, 2010, showed
$1.29 million in total assets, $10.51 million in total
liabilities, and a stockholders' deficit of $9.22 million.
* * *
According to the Troubled Company Reporter on April 8, 2010,
Peterson Sullivan LLP, in Seattle, Washington, in its March 30,
2010 report, said BioLife Solutions, Inc. has been unable to
generate sufficient income from operations to meet its operating
needs. Additionally, the Company used $2.4 million in cash for
operating activities during the year ended December 31, 2009, and
has an accumulated deficit of $50 million at December 31, 2009.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the independent auditors
said.
BNY CONVERGEX: S&P Affirms 'B+' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term counterparty credit rating on BNY ConvergEx Group LLC, and
assigned its 'B+' rating on its newly proposed first-lien senior
secured credit facility with a recovery rating of '4' and 'B-'
rating on its newly proposed second-lien credit facility with a
recovery rating of '6'.
Standard & Poor's bases its ratings on ConvergEx on the company's
low-risk, agency-only institutional trade execution business model
and good niche positioning. The firm's very aggressive financial
profile, particularly its acquisition strategy; weak interest
coverage; high debt, and negative tangible equity offset its
strengths.
ConvergEx was formed in October 2006 in a highly leveraged
transaction. As a result, the company has since carried a heavy
debt load and had negative tangible equity and weak interest
coverage. With the recently announced debt restructuring, the
company anticipates to repay its existing $750 million debt with a
$610 million first-lien term loan and a $140 million second-lien
term loan. ConvergEx expects to use $23 million cash on its
balance sheet to fund the debt refinancing costs. The company
does not expect to use the $100 million revolver included in the
first-lien credit facility at the time of closing. S&P views the
expected pro forma debt-to-EBITDA ratio at 4.7x as high and
EBITDA-to-interest coverage ratio at 2.5x to be weak.
"The stable outlook reflects S&P's expectation that ConvergEx will
gradually reduce debt while improving its coverage and leverage
ratios and its liquidity profile," said Standard & Poor's credit
analyst Sebnem Caglayan.
Should ConvergEx exceed projected debt reductions and materially
improve its interest coverage, S&P could raise the ratings.
Conversely, if the liquidity profile or interest coverage
deteriorates, S&P could lower the ratings.
BROWNIE'S MARINE: Posts $345,400 Net Loss in September 30 Quarter
-----------------------------------------------------------------
Brownie's Marine Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $345,362 on $561,887 of revenue for
the three months ended 2010, compared with a net loss of $47,582
on $610,884 of revenue for the same period a year ago.
The Company's balance sheet at September 30, 2010, showed
$2.07 million in total assets, $2.03 million in total liabilities,
and stockholders' equity of $38,586.
The Company has incurred losses since 2009, and expects to have
losses into a portion of 2011. In addition, the Company has had a
working capital deficit since 2009. In the third quarter of 2010,
the Company also defaulted on its first mortgage resulting in an
automatic default on its second mortgage.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?702b
Brownie's Marine Group, Inc., designs, tests, manufactures and
distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products through its wholly owned subsidiary Trebor
Industries, Inc. The Company sells its products both on a
wholesale and retail basis, and does so from its headquarters and
manufacturing facility in Fort Lauderdale, Florida. The Company's
common stock is quoted on the OTCBB under the symbol "BWMG".
BRYCE ERICKSON: Idaho Sup. Ct. Affirms Foreclosure Judgment
-----------------------------------------------------------
The Supreme Court of Idaho, Boise, affirmed a foreclosure judgment
against Bryce H. Erickson's Caribou County property based on a
note and mortgage Mr. Erickson signed in favor of Sirius LC.
Costs and attorney fees on appeal are awarded to Sirius.
In October 1998, Mr. Erickson retained Wyoming attorney William D.
Bagley, Esq., to assist him in a Chapter 11 bankruptcy proceeding
in the state of Wyoming. Both Messrs. Erickson and Bagley lived
in Wyoming at the time, although Mr. Erickson owned real property
in Caribou County, Idaho. The Chapter 11 proceeding was dismissed
by the bankruptcy court for procedural deficiencies in May 1999.
Mr. Erickson again approached Mr. Bagley to represent him in a
Chapter 12 bankruptcy proceeding several months later. Mr. Bagley
agreed, on the condition that Mr. Erickson sign a promissory note
in favor of Sirius LC, a Wyoming limited liability company wholly
owned by Mr. Bagley and his wife. The note amount was said to
equal the outstanding legal fees incurred by Mr. Erickson for the
Chapter 11 proceeding.
The case is SIRIUS LC, a Wyoming limited liability company,
Plaintiff-Respondent, v. BRYCE H. ERICKSON, and any person claim
ing under by or through BRYCE H. ERICKSON in and to the real
property described as follows: Caribou County, Idaho: Township 5
South, Range 46 E.B.M., Section 27: Lots 1 and 2, N1/2 NW1/4,
except therefrom the S1/2 NE1/4 NW1/4 NW1/4, Defendant-Appellant,
Docket No. 36466 (Idaho Sup. Ct.). A copy of the Court's Nov. 29,
2010 decision is available at http://is.gd/i1JIAfrom Leagle.com.
BUMBLE BEE: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating and B1 probability of default rating to Bumble Bee
Acquisition Corp. and a B2 rating to the proposed $605 million
senior secured notes due 2017. The rating outlook is stable.
On November 4, 2010, Bumble Bee signed a definitive agreement to
be purchased by Lion Capital for approximately $980 million. The
transaction is expected to be financed with a combination of
proceeds from the note issuance, ABL borrowings and an equity
contribution by Lion Capital. As part of the acquisition, Moody's
anticipates that all existing debt will be refinanced and that
Bumble Bee will execute a $225 million ABL facility due 2015
(unrated).
These ratings have been assigned subject to review of final
documentation:
-- B1 corporate family rating;
-- B1 probability of default rating; and
-- B2 (LGD4, 61%) rating to the $605 million senior secured
notes due 2017.
Upon completion of the acquisition and refinancing transactions,
Moody's will withdraw all pre-existing ratings assigned to Bumble
Bee Foods, LLC.
Ratings Rationale
The B1 rating reflects Bumble Bee's high post acquisition
leverage, limited category diversification and the highly
competitive nature of the North American shelf-stable seafood
industry. While Moody's expects Bumble Bee's leverage to be
elevated following the acquisition by Lion Capital (roughly 5.7x
on an adjusted basis), the rating incorporates the expectation
that Bumble Bee will apply its free cash flow to repay borrowings
on its ABL over the next two years. Further, the rating is
supported by Bumble Bee's top-tier position in the North American
shelf-stable seafood category, well-established brand names and
low cost, global sourcing capabilities.
The stable outlook reflects Bumble Bee's consistent operating
performance and adequate liquidity profile, which is expected to
improve over the next twelve months as ABL borrowings are repaid.
However, cash flows from operations are likely to trend lower than
historical performance due to the increased interest burden.
Moody's does not anticipate that the ratings will be upgraded
prior to the company demonstrating a willingness to operate with
leverage below 4.0x for a sustained period given the historical
propensity to execute shareholder friendly transactions. A
ratings downgrade could be triggered by a debt financed dividend
or acquisition resulting in leverage remaining above 5.5x on an
extended basis or a deterioration in the company's ABL
availability.
Bumble Bee, headquartered in San Diego, California, is the largest
producer and marketer of shelf-stable seafood in North America and
maintains a leading share in virtually all segments of the U.S.
and Canadian shelf-stable seafood categories. Revenues for the
twelve months ending October 2, 2010, were $945 million.
CCC INFORMATION: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's assigned a B2 Corporate Family Rating, a B2 Probability of
Default Rating and a B1 to the proposed $400 million senior
secured credit facility of CCC Information Services Inc. The
proceeds from a $350 million term loan facility are expected to be
used to refinance a portion of CCC's existing indebtedness and all
of the indebtedness of its holding company parent. A $50 million
revolving credit facility is expected to be undrawn at closing.
The rating outlook is stable.
Moody's assigned these ratings (assessments):
-- $350 million senior secured term loan B, B1 (LGD 3, 38%)
-- $50 million secured revolving credit facility, B1 (LGD 3,
38%)
-- Corporate Family Rating, B2
-- Probability of Default Rating, B2
Ratings Rationale
The B2 corporate family rating reflects high pro forma financial
leverage, a relatively small revenue base for the rating category,
moderate customer concentration and a mature market for the
company's auto claims estimating products in the US. The ratings
are supported by the company's steady financial performance and
cash flow generation, a leading market position in the auto claims
estimation market in the US, long term customer relationships and
high customer retention rates.
The stable outlook anticipates a modest improvement in financial
strength metrics over the next year driven by expanded penetration
of workflow products at customer repair facilities, modest growth
in claims estimation products and the application of a portion of
free cash flow to debt repayment. The ratings could be pressured
if revenue or profitability materially decline due to client
losses or weaker price trends. A significant debt financed
dividend or acquisition could also pressure the rating. If these
conditions result in sustained Debt to EBITDA and free cash flow
to debt of greater than 6.5 times and less than 2%, respectively,
a downgrade is possible. The ratings could be upgraded if
improving financial performance or debt reduction results in
sustained Debt to EBITDA and free cash flow to debt of about 4
times and 8%, respectively.
Based in Chicago, Illinois, CCC develops, markets and supplies a
variety of automobile claim products and services, which enable
automobile insurance companies, collision repair facilities,
independent appraisers and automobile dealers to manage the
automobile claim and restoration process. The company reported
revenues of approximately $249 million in the twelve month period
ended September 30, 2010.
Regulatory Disclosures
Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information, and confidential and proprietary
Moody's Investors Service information.
Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of assigning a credit rating.
Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.
CCC INFORMATION: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Chicago-based integrated auto claims
management software provider CCC Information Services Group Inc.
The outlook is positive. Additionally, S&P assigned a 'B+' issue-
level rating and '2' recovery rating to the company's proposed
$400 million first-lien facility. The '2' recovery rating
indicates expectations for substantial (70%-90%) recovery in the
event of payment default.
The company intends to use proceeds of the new term loan, along
with cash on hand, to repay in full the existing balance on its
existing senior secured facilities (approximately $218 million),
$25 million of the company's $130 million of senior subordinated
notes (which S&P does not rate), and repay in full a Holdco pay-
in-kind (PIK) note and related accrued interest.
"The ratings on CCC reflect S&P's view that a recurring base of
revenue, high renewal rates, and an entrenched customer base will
continue to support consistent operating results," said Standard &
Poor's credit analyst Jennifer Pepper, "despite CCC's mature and
relatively small, target market." S&P also expects that traction
with new products and continued add-on sales to existing clients
could drive some incremental growth.
CCC is a leading provider of integrated software, information, and
workflow management systems to support activities within the
automotive claims process, serving approximately 350 insurance
carriers and 21,000 repair shops in the U.S.
CDG MANAGEMENT: Ordered to Pay $7.4 Million in EEOC Sex Bias Suit
-----------------------------------------------------------------
Bankruptcy Law360 reports a judge has slapped CDG Management LLC
with a default judgment of $7.4 million over the U.S. Equal
Employment Opportunity Commission's accusations that it had
sexually discriminated against female job applicants since at
least 2005.
Based in Edison, New Jersey, CDG Management, LLC, operates and
manages call centers. The Company involves in fundraising
campaigns on behalf of police, fire, veteran, and safety
organizations/associations. It also provides telesales and
telephone based services relating to various products and services
of client companies.
CHARLES LIVECCHI: Chapter 7 Trustee Can Take Over Estate
--------------------------------------------------------
District Judge Charles J. Siragusa denied Charles R. Livecchi,
Sr.'s request for a temporary restraining order stopping a
bankruptcy court-appointed Chapter 7 trustee from taking over his
estate. Judge Siragusa said Mr. Livecchi has not made the
necessary showing to obtain the ex parte temporary restraining
order that he seeks.
A copy of the District Court's November 4, 2010, Decision and
Order is available at http://is.gd/i1SR6from Leagle.com.
Mr. Livecchi filed a voluntary Chapter 11 petition (Bankr. W.D.
N.Y. Case No. 09-20897) on April 8, 2009. On January 21, 2010,
the U.S. Trustee sought Chapter 7 conversion, arguing that
Mr. Livecchi was not pursuing a realistic Chapter 11 plan,
because, although he claimed to own real estate worth more than $3
million, he was not proposing to sell any of that property to pay
his creditors. The U.S. Trustee maintained, Mr. Livecchi was
proposing to pay his creditors from speculative recoveries in
certain lawsuits. On September 21, 2010, the Honorable John C.
Ninfo, II, granted the U.S. Trustee's request. Mr. Livecchi,
proceeding pro se, has taken an appeal from the Conversion Order.
CHINA GINSENG: Posts $308,400 Net Loss in September 30 Quarter
--------------------------------------------------------------
China Ginseng Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $308,453 on $53,298 of revenue for
the three months ended September 30, 2010, compared with net
income of $23,999 on $31,616 of revenue for the same period ended
September 30, 2009.
The Company's balance sheet at September 30, 2010, showed
$8.43 million in total assets, $4.36 million in total liabilities,
and stockholders' equity of $4.07 million.
The Company has accumulated deficits of $2.04 million and
$1.73 million at September 30, 2010, and June 30, 2009,
respectively. At September 30, 2010, the Company had a negative
working capital of $2.25 million.
"Failure to raise adequate capital and generate adequate sales
revenues could result in the Company having to curtail or cease
operations," the Company said in the filing. "Additionally, even
if the Company does raise sufficient capital to support its
operating expenses and generate adequate revenues, there can be no
assurances that the revenues will be sufficient to enable it to
develop business to a level where it will generate profits and
cash flows from operations. These matters raise substantial doubt
about the Company's ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?702f
Changchun City, China-based China Ginseng Holdings, Inc., was
incorporated on June 24, 2004, in the State of Nevada. The
Company conducts business through its four wholly owned
subsidiaries located in Northeast China. Through leases, the
Company controls 3,705 acres of land approved by the Chinese
government for ginseng planting and approximately 750 acres of
grape vineyards which are harvested annually.
CHINA TRACTOR: Narrows Net Loss to $86,300 in 3rd Qtr. 2010
-----------------------------------------------------------
China Tractor Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $86,328 for the three months
ended September 30, 2010, compared with a net loss of
$1.61 million for the same period of 2009. The Company had no
revenue generating activities in both periods.
The Company's balance sheet as of September 30, 2010, showed
$13.62 million in total assets, $4.47 million in total
liabilities, all current, and stockholders' equity of
$9.15 million.
Goldman Parks Kurland Mohidin LLP, in Encino Calif., expressed
substantial doubt about China Tractor's ability to continue as a
going concern, following the Company's 2009 results. The
independent auditors noted that the Company has incurred a loss of
$3.70 million, including loss from continuing operations of
$488,640.
"The discontinued operation [of Chang Tuo] and the ensuing
operating losses raise substantial doubt as to the Company's
ability to continue as a going concern," the Company said in the
Form 10-Q.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7030
About China Tractor
ChangChun City, P.R. China-based China Tractor Holding, Inc.
currently does not have any operations. On March 15, 2010, the
Company signed a stock transfer agreement to transfer all shares
owned by the Company in Chang Tuo Agricultural Machinery Equipment
Group Co., Ltd. to State-owned Assets Supervision and
Administration Commission of Changchun ("SOASACC"), and the
agreement was approved by Changchun government on April 19, 2010.
After the completion of the transaction, the Company will have no
substantial business operations until it enters a new industry
through merger or acquires other operational entities.
The Company is currently in the process of registering the
transfer in China and expects the ownership in Chang Tuo will be
transferred to SOASACC before the end of April 2011.
CLAIM JUMPER: Black Canyon Objects to Creditors' Deal
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Black Canyon Capital LLC, the holder of the largest
unsecured claim against Claim Jumper Restaurants LLC, is objecting
to an agreement between the Official Committee of Unsecured
Creditors and the secured lender, which deal would preclude Black
Canyon from receiving any distribution on its $112 million claim.
Mr. Rochelle relates that the dispute arises in the wake of a
sale, approved in early November, where Claim Jumper was
authorized to sell the business to Landry's Restaurants Inc. in a
transaction valued at $76.6 million. At the auction, the opening
cash bid was $27 million from a company formed by Black Canyon and
Bruckmann Rosser Sherrill & Co. Black Canyon holds mezzanine debt
that is subordinated to secured bank debt. After the auction,
according to Black Canyon, the secured lender agreed to waive any
recovery on its deficiency claim. In addition, the secured
lender, Wells Fargo Bank NA, transferred its rights under the
subordination agreement to a trust previously created for
unsecured creditors.
According to Mr. Rochelle, if approved by the bankruptcy judge,
the agreement would mean that unsecured creditors may receive a
distribution while Black Canyon would take home nothing.
Black Canyon contends the parties' agreement is unfair, given how
the $112 million it is owed compares to the less than $6.5 million
owing to all other unsecured creditors combined. Black Canyon
also argues that the subordination agreement, correctly
interpreted, doesn't preclude it from receiving a distribution.
About Claim Jumper
Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operates a chain of casual dining
restaurants. It was founded in 1977. It has locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.
Claim Jumper filed for Chapter 11 bankruptcy protection on
September 10, 2010 (Bankr. D. Del. Case No. 10-12819). The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.
The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).
Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' local counsel. Milbank, Tweed, Hadley & Mccloy LLP is
the Debtors' general bankruptcy counsel. Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers. Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.
The Creditors Committee has selected the law firms of Cooley LLP
and Klehr Harrison Harvey Branzburg LLP as counsel.
CN DRAGON: Posts $335,500 Net Loss in September 30 Quarter
----------------------------------------------------------
CN Dragon Corporation filed its quarterly on Form 10-Q, reporting
a net loss of $335,524 on $0 revenue for the three months ended
September 30, 2010, compared to net income of $121,691 on $406,656
of revenue for the same period ended September 30, 2009.
The Company is changing its accounting year ended from April 30 to
March 31 starting from 2011.
The Company has an accumulated deficit of $5.58 million as of
September 30, 2010.
The Company's balance sheet as of September 30, 2010, showed
$1.61 million in total assets, $117,462 in total liabilities, and
stockholders' equity of $1.50 million.
Albert Wong & Co., in Hong Kong, expressed substantial doubt about
CN Dragon Corporation's ability to continue as a going concern,
following the Company's results for the fiscal year ended
April 30, 2010. The independent auditors noted that for the year
ended April 30, 2010, the Company has generated revenue of $341
and has incurred an accumulated deficit $5.2 million. As of
April 30, 2010, its current liabilities exceed its current assets
by $41,015, which may not be sufficient to pay for the operating
expenses in the next 12 months.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?702a
Based in Hong Kong, China, CN Dragon Corporation was incorporated
under the laws of the State of Nevada on August 30, 2001, under
the name Infotec Business Systems, Inc. On June 8, 2007, the
Company changed its name to Wavelit, Inc. On September 14, 2009,
the Company changed its name to CN Dragon Corporation and began
new business operations in the PRC. On May 17, 2010, the Company
acquired CNDC Corporation, as its wholly-owned subsidiary.
CNDC is a hotel management, development and consulting group.
CNDC was incorporated under the laws of the British Virgin Islands
on March 26, 2008. CNDC operates through its wholly-owned
subsidiaries, CN Dragon Holdings Ltd and Zhengzhou Dragon Business
Ltd, which were incorporated in Hong Kong and the People's
Republic of China respectively.
CNB INTERNATIONAL: Bank Loses Fraudulent Conveyance Litigation
--------------------------------------------------------------
WestLaw reports that a bank was an "initial transferee" of the
funds paid to it by a company acquired by a Chapter 11 debtor in a
prepetition transaction, under the bankruptcy statute permitting
the recovery from an initial transferee of property transferred
pursuant to an avoided transfer, or such property's value, and the
acquired company was a mere conduit. The company did not exercise
any dominion and control over the funds, which were transferred to
it as a part of the transaction for disbursement to other parties,
including the bank, and its receipt of the funds intended for the
bank was conditioned upon their immediate transfer to the bank.
In re CNB Intern., Inc., --- B.R. ----, 2010 WL 3749079 (W.D.N.Y.)
(Arcara, J.).
A copy of the Honorable Richard J. Arcara's Decision and Order
dated Sept. 20, 2010, is available at http://is.gd/i2FEHfrom
Leagle.com. Judge Arcara's decision affirms the Bankruptcy
Court's ruling in CNB Int'l, Inc. v. Kelleher (In re CNB Int'l,
Inc.), 393 B.R. 306, slip op. http://is.gd/i2Gze(Bankr. W.D.N.Y.
2008) (Bucki, J.), on alternate grounds and remands the proceeding
to the Bankruptcy Court for calculation of damages and other
determinations consistent with the District Court's opinion. The
District Court indicates that, with interest, Lloyds owes the
Debtor's estate more than $12 million.
CNB International, Inc., operated a metal press manufacturing and
re-manufacturing business from facilities located in Buffalo,
N.Y., and filed a chapter 11 petition (Bankr. W.D.N.Y. Case No.
99-11240) on March 10, 1999. Shortly thereafter, the Office of
the United States Trustee appointed an official committee of
unsecured creditors. While operating as a debtor in possession,
CNB joined with the committee to sue (Bankr. N.D.N.Y. Adv. Pro.
No. 01-1193) Lloyds TSB Bank. On Apr. 26, 2001, the bankruptcy
court confirmed a plan of reorganization for the Debtor. Under
that plan, the debtor closed its Buffalo facility, transferred its
design archives and the physical assets to a new corporation that
continued the aftermarket business, and formed a Litigation Trust
to continue prosecution of the lawsuit against Lloyds and other
adversary proceedings for the benefit of creditors.
The CNB International Litigation Trust is represented by:
Kenneth Oestreicher, Esq.
Gary S. Posner, Esq.
Cameron J. Macdonald, Esq.
Whiteford, Taylor & Preston L.L.P.
Seven Saint Paul Street
Baltimore, MD 21202-1636
Telephone: 410.347.8700
E-mail: koestreicher@wtplaw.com
cmacdonald@wtplaw.com
- and -
Robert J. Feldman, Esq.
Gross Shuman Brizdle & Gilfillan PC
465 Main Street, Suite 600
Buffalo, NY 14203
Telephone: 716.854.4300
E-mail: rfeldman@gross-shuman.com
Lloyds TSB Bank plc is represented by:
Robert I. Bodian, Esq.
David L. Barres, Esq.
Francis J. Earley, Esq.
Paul J. Ricotta, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, NY 10017
Telephone: 212.935.3000
E-mail: RBodian@mintz.com
DLBarres@mintz.com
FEarley@mintz.com
PJRicotta@mintz.com
CNO FINANCIAL: Moody's Reviews 'B2' Rating on Senior Bank Debt
--------------------------------------------------------------
Moody's Investors Service has placed the ratings of CNO Financial
Group's senior secured bank debt (B2) and its senior unsecured
convertible debentures (Caa1) on review for possible upgrade. In
the same rating action, Moody's affirmed the insurance financial
strength ratings of CNO's insurance subsidiaries at Ba1 with a
stable outlook.
Moody's also assigned B2 ratings, on review for possible upgrade,
to the planned issuance of approximately $325 million of senior
secured amortizing bank debt with a final maturity of 2016 and to
a new pari-passu issuance of senior secured notes which is
expected to be in the $300 million range. The proceeds of these
issuances, along with cash held at the holding company, will be
used to refinance the existing $652 million senior secured bank
debt.
Moody's Vice President and Senior Credit Officer, Ann Perry,
said: "The review for possible upgrade of CNO's debt reflects
improvement in the company's capital structure associated with the
anticipated bank debt refinancing, which is expected to include
amortization of the new senior secured bank debt, extension of the
debt maturities, and repayment of a portion of the existing bank
debt from holding company cash."
According to the rating agency, if the refinancing were
successfully executed as planned, the senior secured bank debt and
senior secured notes would, in all probability, be upgraded by one
notch to B1 from B2 and the senior unsecured convertible
debentures would likely be upgraded by two notches to B2 from
Caa1. In that case, the spread between CNO's secured bank credit
facility rating as well as the senior secured notes (both the most
senior debt of the company) and the IFS rating of CNO's primary
insurance subsidiaries would be narrowed to the more standard
three notches from the existing four. The rating of the senior
convertible debentures would likely be upgraded to one notch below
the bank debt because of its more junior ranking in the capital
structure and the application of normal notching. However, if the
announced refinancing plan were not completed, the current ratings
would, most likely, be affirmed at the current levels.
In affirming CNO's IFS ratings and maintaining a stable outlook,
Moody's noted that while the company has made substantial headway
in improving risk management and is addressing its constrained
capital structure, the company's credit profile is still
challenged by modest financial flexibility and historically low
profitability with recurring, albeit reduced and less frequent,
"one-time" charges. The ratings also reflect the challenges that
CNO will face in improving its sales and market presence,
maintaining the strength of its agency force, and repricing its
book of long term care insurance.
On the positive side, the rating agency noted CNO's more recent
consistent statutory earnings and signs of improvement in its
capacity for internal capital generation at the life insurance
operating companies. In addition, there has been improvement in
CNO's statutory and GAAP earnings in 2010, stronger holding
company liquidity, and progress made in remediating internal
controls and risk management weaknesses.
The rating agency said that these could put upward pressure on
CNO's IFS ratings: sustained annual run-rate consolidated
statutory EBIT of at least $150 million (net after the negative
impact on earnings of fees paid to the holding company and
investment losses); and a sustained NAIC RBC ratio on a
consolidated basis consistently above 300%; investment losses of
less than $50 million for 2011. Conversely, these could result in
a rating downgrade: financial flexibility constrained by tight
bank covenants; adjusted GAAP EBIT coverage of below two and a
half times; an NAIC RBC ratio of any statutory operating entity
below 200%, or an NAIC RBC ratio of a statutory entity actively
marketing insurance products below 275%.
In addition to the rating actions outlined above, Moody's affirmed
and withdrew the Ba1 IFS ratings on Conseco Insurance Company and
Conseco Health Insurance Company following the merger of these
companies, in October 2010, into Washington National Insurance
company.
Moody's has placed these ratings on review for possible upgrade:
* CNO Financial Group. -- senior secured bank debt at B2 ; senior
unsecured convertible debentures at Caa1.
These ratings were assigned, on review for possible upgrade:
* CNO Financial Group. -- senior secured bank debt at B2; senior
secured debt at B2.
These ratings were affirmed with a stable outlook:
* Bankers Life and Casualty Company -- insurance financial
strength rating at Ba1;
* Colonial Penn Life Insurance Company -- insurance financial
strength rating at Ba1;
* Conseco Life Insurance Company -- insurance financial strength
rating at Ba1;
* Washington National Insurance Company -- insurance financial
strength rating at Ba1;
* Conseco Insurance Company -- insurance financial strength rating
at Ba1;
* Conseco Health Insurance Company -- insurance financial strength
rating at Ba1.
These ratings were withdrawn, following their merger into WNIC:
* Conseco Insurance Company -- insurance financial strength rating
at Ba1;
* Conseco Health Insurance Company -- insurance financial strength
rating at Ba1.
CNO Financial Group is a specialized financial services holding
company that operates primarily in the life and health insurance
sectors through its subsidiaries. As of September 30, 2010, CNO,
which is headquartered in Carmel, Indiana, reported total assets
of $32 billion and shareholders' equity of $4.6 billion.
Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.
CONNECTOR 2000: Has Jan. 5 Disclosure Statement Hearing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Connector 2000 Association Inc. reached a settlement
with the South Carolina Transportation Department and set up a
hearing on Jan. 5 for approval of the disclosure statement
explaining the Chapter 9 plan.
In July, the South Carolina Department of Transportation filed a
motion seeking dismissal of the Chapter 9 case, because Connector
2000 is not a "municipality". The settlement headed off a trial.
According to Mr. Rochelle, the toll road's plan deals with
$224 million in senior bonds, $88 million in subordinated bonds,
and $20 million in other liabilities. The plan calls for giving
the senior bondholders about $146 million in Tier 1 and Tier 2
bonds. The new bonds will mature between 2011 and 2051.
Subordinated debt holders, if they vote for the plan, would
receive $2.2 million in Tier 3 bonds. The revised disclosure
statement says that the Tier 1 bonds will consume 71.5% of
projected net revenue while the second-tier bonds take up 16.5% of
net revenue.
About Connector 2000
Piedmont, South Carolina-based Connector 2000 Association Inc., is
a non-profit association set up by the South Carolina Department
of Transportation to finance, construct and operate the 16-mile
toll road known as the "Southern Connector" in Greenville County,
and to build the South Carolina Highway 153 Extension.
Connector 2000 filed for Chapter 9 bankruptcy protection on
June 24, 2010 (Bankr. D. S.C. Case No. 10-04467), estimating both
assets and debts to be between $100 million and $500 million.
Judge David R. Duncan presides over the case. Stanley H.
McGuffin, Esq., at Haynsworth Sinkler Boyd P.A., serves as
bankruptcy counsel.
CROWNBROOK DEBCO: Auction Today; Parties Agree on Dismissal
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled an auction today, December 2, 2010, at 12:00 p.m., for
substantially all of CrownBrook Acquisition I LLC and CrownBrook
Debco LLC's assets.
The Debtors will sell the assets to Fifth Street Mezzanine
Partners II, L.P., and Fifth Street Finance Corp in exchange for
debt, absent higher and better offers at the auction.
The auction will be held at the offices of Fifth Street counsel,
Winston & Strawn LLP, 200 Park Ave., New York City.
The agreed order submitted by the parties outlining the sale of
the assets also provides for the dismissal of the Chapter 11
cases.
Fifth Street previously filed a motion for the dismissal of the
Chapter 11 cases of the Debtor. Nicos Polymers & Grinding, Inc.,
and Nicos Property Management, LLC, landlord of the premises
occupied by CrownBrook Debco in Nazareth, Pennsylvania, support
the motion.
The sale will be pursuant to a Binding Term Sheet Regarding Global
Settlement which was reached among the parties with the help of
the mediator, Bettina M. Whyte. The agreement provides for the
parties to settle all outstanding issues and disputes among them
on terms and for the auction of the Debtors' assets.
The Debtors' indebtedness to Fifth Street consists of:
a) $18,708,702 in principal under loans advanced and PIK
interest;
b) accrued and unpaid cash interest of approximately $100,000.
As security for the debt, the Debtors granted Fifth Street a lien
on all of the Debtors' assets.
The Debtors are also indebted to Debco Plastics pursuant to a
promissory note in the original amount of $750,000, allegedly
secured by certain distributions payable to members of CrownBrook
Acquisition. David Krinsky executed a personal guaranty of the
Debco Plastics Note in the maximum amount of $375,000. As of the
Petition Date, there was approximately $50,000 outstanding on the
Debco Plastics Note.
Upon acquisition of the assets of CrownBrook Debco by Fifth Street
or a new entity controlled by Fifth Street in accordance with the
Binding Term Sheet, the new entity will pay the reasonable fees
and expenses incurred in Lowerstein Sandler PC and JH Cohn LLP
(proposed professionals for the Debtors) during the pendency of
the Debtors' Chapter 11 cases and through the closing of the
restructuring transactions.
About Nicos Polymers Group
Nicos Polymers Group -- http://www.nicospolymers.com/-- is an
industrial plastics recycler. CrownBrook Debco LLC, formed by an
investment group, purchased Nicos Polymers in 2007.
Crownbrook Debco, LLC, dba Nicos Polymers Group, filed for Chapter
11 protection (Bankr. S.D.N.Y. Case No. 10-15345) on Oct. 13, 2010
in Manhattan. Samuel Jason Teele, Esq., at Lowenstein Sandler,
P.C., in New Jersey, serves as counsel to the Debtor. The Debtor
estimated assets at $1 million to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.
CRYSTAL CATHEDRAL: Wins Court Approval to Tap Cash
--------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge Robert
Kwan on Nov. 24 signed an order granting approval for Crystal
Cathedral Ministries to use cash collateral securing Farmers &
Merchants Bank of Long Beach's pre-petition loan on a final basis.
About Crystal Cathedral
Garden Grove, California-based Crystal Cathedral Ministries is a
megachurch founded by television evangelist Robert Schuller. The
church, known for its television show "The Hour of Power".
Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771). March J.
Winthrop, Esq., who has an office in Newport Beach, California,
assists the Debtor in its restructuring effort. The Debtor
estimated assets and debts at $50 million to $100 million in its
Chapter 11 petition.
DAIS ANALYTIC: Shareholders Re-Elect All Three Directors
--------------------------------------------------------
Dais Analytic Corporation held its 2010 Annual Meeting of
Stockholders on November 22, 2010. At the meeting, stockholders:
-- re-elected to one-year terms all three directors nominated by
the Company's board of directors:
* Timothy Tangredi,
* Raymond Kazyaka Sr., and
* Robert W. Scwartz.
-- ratified the appointment of Cross, Fernandez & Riley, LLP as
the Company's independent registered public accounting firm
for the year ending December 31, 2010, and
-- approved to amend its Certificate of Incorporation to effect
a reverse stock split of Company's outstanding common stock
at an exchange ratio of between one share of common stock for
every four shares of common stock (1:4) and one share of
common stock for twelve shares of common stock (1:12), with
the final ratio to be determined at the discretion of the
Board of Directors, and for the proper officers of the
Company to implement the reverse split and file such
amendment any time prior to November 22, 2011, at the Board
of Director's discretion and only in the event the Board of
Directors deems such reverse split advisable to obtain
financing.
About Dais Analytic
Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials. The initial product focus of the Company is ConsERV,
an energy recovery ventilator. The Company also has new product
applications in various developmental stages.
The Company's balance sheet as of September 30, 2010, showed
$1.7 million in total assets, $5.1 million in total liabilities,
and a stockholders' deficit of $3.4 million.
As reported in the Troubled Company Reporter on April 7, 2010,
Cross, Fernandez & Riley LLP, in Tampa, Fla., 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
significant losses since inception and has a working capital
deficit and accumulated deficit of $2.3 million and $32.2 million
at December 31, 2009.
DAN STANBROUGH: U.S. Trustee, Regions Bank Oppose Plan
------------------------------------------------------
DesMionesRegister.com reports that Dan Stanbrough LC has filed a
Chapter 11 plan of reorganization, but Regions Bank officials, as
well as the U.S. Trustee's office, have asked that that
reorganization plan be rejected. A hearing on that plan is
scheduled Dec. 7, 2010.
According to the report, Des Moines, Iowa-based Dan Stanbrough has
been in a legal battle with Regions Bank officials since January,
when bank officials began foreclosure action on the downtown Keck
Center and Corporate Woods, an office complex in Clive. At that
time, the bank claimed the Debtor failed to comply with loan
requirements, including payment of real estate taxes and
maintaining a minimum liquidity position of $550,000. The bank
claims Daniel Stanbrough's company owes $5.5 million, including
$5.1 million in principal and interest, as well as $378,000 due
under an interest-rate swap agreement.
About Dan Stanbrough
Five companies owned by Iowa real estate developer and property
manager Daniel Stanbrough have sought Chapter 11 protection -- Dan
Stanbrough, LC, Corporate Woods, LLC, DTS, L.C., Orchard, LLC, and
Rose Marie, LC.
Dan Stanbrough, L.C., filed for Chapter 11 bankruptcy on April 26,
2010 (Bankr. S.D. Iowa Case No. 10-02109), disclosing assets of
$6,060,000 and debts of $5,571,798 in its schedules.
Corporate Woods LLC filed its Chapter 11 petition (Bankr. S.D.
Iowa Case No. 10-05563) on November 17, 2010, estimating assets
between $10,000,000 and $50,000,000, and debts of less than
$50,000.
DTS, L.C., filed for Chapter 11 protection on November 22, 2010
(Bankr. S.D. Iowa Case No.: 10-05655), estimating assets and debts
of $1 million to $10 million. Orchard, LLC, filed on the same day
(Case No. 10-05656), estimating $1,000,001 to $10,000,000 in
assets and debts. Rose Marie also filed November 22 (Case No. 10-
05657).
Jerrold Wanek, Esq., in Des Moines, Iowa, serves as counsel to the
Debtors.
DAVID SARINANA: Section 341(a) Meeting Scheduled for Dec. 28
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of David
Sarinana's creditors on December 28, 2010, at 9:00 a.m. The
meeting will be held at 411 W Fourth Street, Room 1-159, Santa
Ana, CA 92701.
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.
Dana Point, California-based David Sarinana and Blanca Margarita
Sarinana filed for Chapter 11 bankruptcy protection on
November 23, 2010 (Bankr. C.D. Calif. Case No. 10-26657). D.
Edward Hays, Esq., at Marshack Hays LLP, assists the Debtors in
their restructuring effort. The Debtors estimated their assets
at $10 million to $50 million and debts at $10 million to
$50 million.
DB CAPITAL: Judge Approves Involuntary Chapter 11 Filing
--------------------------------------------------------
Rick Carroll at The Aspen Times in Colorado reports that a federal
bankruptcy judge ruled that the involuntary Chapter 11 for DB
Capital Holdings filed by five creditors in June 2010 met the
criteria to reorganize its debts that exceed more than
$60 million.
The ruling came after Aspenn HH sought dimissal of the involuntary
bankruptcy, arguing the DB Capital's involuntary case was actually
engineered by Tom DiVenere, a partner with Dancing Bear
Management, the other member of DB Capital, according to the
report.
Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy protection against DB Capital
Holdings LLC on June 24, 2010 (Bankr. D. Col. Case No. 10-25805).
Judge Elizabeth E. Brown precedes the case. Jeffrey S. Brinen,
Esq., represents the filers.
DECOR PRODUCTS: Reports $1.1 Million Net Income in Q3 2010
----------------------------------------------------------
Decor Products International, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $1.12 million on $6.82 million
of revenue for the three months ended September 30, 2010, compared
with net income of $1.53 million on $7.44 million of revenue for
the same period a year ago.
The Company's balance sheet at September 30, 2010, showed
$34.42 million in total assets, $6.67 million in total
liabilities, and stockholders' equity of $27.75 million.
The Company has defaulted on repayment of two convertible notes
payable with a principal amount of $2.34 million, which matured
and became due on November 10, 2010. "The continuation of the
Company as a going concern through September 30, 2011, is
dependent upon the continuing financial support from its
stockholders or negotiation of repayment term," the Company said
in the filing.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7036
Decor Products International, Inc. was organized under the laws of
the State of Florida on January 11, 2007, as Murals by Maurice,
Inc. On July 1, 2009, the Company changed to its current name.
The Company, through its subsidiaries, is mainly engaged in the
manufacture and sales of furniture decorative paper and related
products in the People's Republic of China. The Company is
headquartered in the City of Dongguan, China.
DEL MONTE: Fitch Cuts Long-Term Issuer Default Rating to 'B+'
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Del Monte Foods
Company's and its subsidiary's Issuer Default Ratings and
outstanding debt ratings following its announcement on Nov. 25,
2010 that it had signed a definitive agreement to be acquired.
Del Monte Foods Company (Parent)
-- Long-term IDR downgraded to 'B+' from 'BB+';
Del Monte Corporation (Operating Subsidiary)
-- Long-term IDR downgraded to 'B+' from 'BB+';
-- Senior secured bank facility downgraded to 'BB+' from 'BBB-';
-- Senior subordinated notes downgraded to 'B' from 'BB'.
Fitch has also removed its Positive Ratings Outlook and has placed
all of the company's ratings on Rating Watch Negative.
The downgrade of Del Monte's IDR reflects the likelihood that
leverage will increase considerably to finance the deal and
Fitch's opinion that the probability for completion is very high.
Del Monte has signed a definitive agreement under which Kohlberg
Kravis Roberts & Co., Vestar Capital Partners and Centerview
Partners will acquire the company's equity for $19 per share in
cash, or $4 billion, and assume approximately $1.3 billion of
currently existing debt. The transaction, valued at $5.3 billion,
was unanimously approved by Del Monte's board of directors and
represents a premium of approximately 40% over Del Monte's average
closing share price during the past three months prior to Nov. 18,
2010.
While the presence of a change of control provision provides
protection to the banks and ensures that amounts outstanding will
be repaid, the downgrade of Del Monte's secured bank facility
integrates Fitch's view that any future secured debt will no
longer be investment grade once the buyout is financed.
Furthermore, even though the company's subordinated notes are
bound by a change of control triggering event covenant that may or
may not be exercised by noteholders, Fitch does not expect the
credit quality of these notes or future unsecured debt issuances
to remain as high when Del Monte becomes a more leverage entity.
Fitch plans to rate all of the debt in Del Monte's new capital
structure upon consummation of the transaction.
The purchase price multiple based on Del Monte's $605.1 million of
earnings before interest, taxes, depreciation and amortization for
the latest 12-month period ended Aug. 1, 2010 is 8.8 times. Fitch
views the purchase price as reasonable based on a historical range
of acquisition multiples for food companies with similar operating
and financial profiles but recognizes that the board may solicit
and accept alternative proposals through Jan. 8, 2010. If Del
Monte does not receive a superior offer, defined as at least 15%
higher in its agreement and plan of merger dated Nov. 24, 2010,
the transaction is expected to close by the end of March 2011.
Although uncertainty regarding the magnitude and type of
incremental debt remains, Fitch anticipates that the majority of
the $4 billion in equity acquired will be debt-financed and that
Del Monte's pro forma leverage -- defined as total debt-to-
operating EBITDA -- will exceed 6.0x. As such, pending more
details around acquisition financing, Fitch may take additional
downgrades.
For the LTM period ended Aug. 1, 2010, total debt-to-EBITDA was
2.2x, operating EBITDA-to-gross interest expense was 5.4x and
funds from operations fixed-charge coverage was 3.4x. FFO fixed-
charge coverage is defined as funds from operations plus gross
interest expense plus preferred dividends plus rent expense
divided by gross interest expense plus preferred dividends plus
rent expense. Del Monte generated $242.9 million of free cash
flow - defined as cash flow from operations less capital
expenditures and dividends during the LTM period. Liquidity at
Aug. 1, 2010 included $28.9 million of cash and $388 million of
revolver availability. Near-term maturities were limited to
approximately $30 million of annual debt amortization until
Jan. 30, 2015 when the company's bank facility became due.
Del Monte's ratings continue to reflect its meaningful cash flow
generation and the leading No. 1 and No. 2 U.S. market share
positions in the processed produce and many of the pet food and
pet snack categories in which it competes. During the fiscal
first quarter of 2011 which ended Aug. 1, 2010, the company's
Consumer Products segment represented 47% of sales and 26% of
operating income while its Pet Products segment represented 53% of
sales and 74% of operating income.
DEVELOPING EQUITIES: Section 341(a) Meeting Scheduled for Jan. 3
----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of
Developing Equities Group LLC's creditors on January 3, 2011, at
9:00 a.m. The meeting will be held at the U.S. Custom House, 721
19th Street, Room 104, Denver, CO 80202.
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.
Highlands Ranch, Colorado-based Developing Equities Group LLC
filed for Chapter 11 bankruptcy protection on November 23, 2010
(Bankr. D. Colo. Case No. 10-39617). Harvey Sender, Esq., and
Matthew T. Faga, Esq., who have offices in Denver, Colorado,
assist the Debtor in its restructuring effort. According to its
schedules, the Debtor disclosed $16,977,815 in total assets and
$6,823,390 in total debts.
DOLPHIN DIGITAL: Posts $431,600 Net Loss in September 30 Quarter
----------------------------------------------------------------
Dolphin Digital Media, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $431,633 on $498 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$1,972,700 on $0 revenue for the same period of 2009.
"As of September 30, 2010 the Company recorded an accumulated
deficit of approximating $30.16 million. Further, the Company has
inadequate working capital to maintain or develop its operations,
and is dependent upon funds from private investors and the support
of certain stockholders," the Company said in the filing.
The Company's balance sheet at September 30, 2010, showed
$2.26 million in total assets, $3.53 million in total liabilities,
and a stockholders' deficit of $1.27 million.
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Dolphin Digital Media, Inc.'s
ability to continue as a gong concern, following the Company's
2009 results. The independent auditors noted that the Company has
operating and liquidity concerns, has incurred net losses
approximating $27,500,000 as of December 31, 2009.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?702d
Miami, Fla.-based Dolphin Digital Media, Inc (OTC BB: DPDM)
-- http://www.dolphindigitalmedia.com/-- is a creator of secure
social networking websites for children utilizing ground breaking
fingerprint identification technology.
DONEE ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Donee Associates, Inc.
dba Studio III
P.O. Box 1209
McDonough, GA 30253
Bankruptcy Case No.: 10-95346
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Wendy L. Hagenau
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: (404) 564-9301
E-mail: cmccord@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-95346.pdf
The petition was signed by Don Johnson, president.
DRYSHIPS INC: Ocean Rig Inks Falkland Exploration Contract
----------------------------------------------------------
DryShips Inc. announced the signing of a two well exploration
drilling contract by the Company's wholly-owned subsidiary, Ocean
Rig UDW Inc.
The contract signed with Borders & Southern Petroleum plc is for a
two well contract for exploration drilling offshore the Falkland
Islands for a period of about 90 days, commencing in the fourth
quarter of 2011, immediately after the completion of the current
contract. The contract value is approximately US$77 million.
There are three further optional wells that could extend the
contract by 135 days.
About DryShips Inc.
Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide. As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.
DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".
The Company's balance sheet at Sept. 30, 2010, showed $5.80
million in total assets, $1.90 million in total current
liabilities, $1.10 million in total non current liabilities, and
stockholders' equity of $2.80 million.
On November 25, 2010, DryShips Inc. entered into a waiver letter
for its $230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
December 31, 2010.
As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.
EASTBROOK PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Eastbrook Properties, LLC
28019 Jefferson
Saint Clair Shores, MI 48081
Bankruptcy Case No.: 10-75820
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Thomas J. Tucker
Debtor's Counsel: Mark H. Shapiro, Esq.
25925 Telegraph Road, Suite 203
Southfield, MI 48033-2518
Tel: (248) 352-4700
Fax: (248) 352-4488
E-mail: shapiro@steinbergshapiro.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-75820.pdf
The petition was signed by Jerry W. Harmon, sole member.
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Westport Property Management, Ltd 10-75810 11/29/10
ECOLOGIX RESOURCE: Reports $360,000 Net Income in Q3 2010
---------------------------------------------------------
Ecologix Resource Group, Inc., filed its quarterly report on Form
10-Q, reporting net income of $360,021 for the three months ended
September 30, 2010, compared with a net loss of $685,251 for the
same period a year ago. The Company reported zero sales in both
periods. Results for the current quarter include a gain on
derivative liability of $523,207.
"The Company has not established sufficient revenue to cover its
operating costs, and as such, has incurred operating losses since
inception," the Company said in the filing. "Further, as of
September 30, 2010, the cash resources of the Company were
insufficient to meet its current business plan, and the Company
had negative working capital."
The Company's balance sheet at September 30, 2010, showed
$2.23 million in total assets, $11.34 million in total
liabilities, and a stockholders' deficit of $9.11 million.
Seligson & Giannattasio, LLP, in White Plains, N.Y., expressed
substantial doubt about Ecologix Resource Group, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has incurred
significant recurring losses and that the realization of a major
portion of its assets is dependent upon its ability to meet its
future financing needs and the success of its future operations.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7035
Beverly Hills, Calif.-based Ecologix Resource is a natural
resource company focused on the harvesting and marketing of high
quality timber while pursuing the production of alternative energy
solutions. The Company manages tropical hardwood forest
concessions in the Republic of Cameroon in Western Africa.
The Company was incorporated under the laws of the State of
Delaware on November 7, 2007. The Company was formerly known as
Battery Control Corp. and changed its name to Ecologix Resource
Group, Inc. on July 14, 2009. In 2009, the Company acquired its
first concession in Cameroon and discontinued the business of
Battery Control Corp.
EPAZZ INC: Posts $12,100 Net Loss in September 30 Quarter
---------------------------------------------------------
EPAZZ, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $12,119 on $87,191 of revenue for the three months
ended September 30, 2010, compared with a net loss of $56,909 on
$76,136 of revenue for the same period a year ago.
As of September 30, 2010, EPAZZ had an accumulated deficit of
$2.23 million and a working capital deficit of $256,732.
The Company's balance sheet at September 30, 2010, showed
$1.75 million in total assets, $1.385 million in total
liabilities, and stockholders' equity of $369,336.
Lake & Associates, CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt EPAZZ, Inc.'s ability to continue as a going
concern, following the Company's 2009 results. The independent
auditors noted that the Company has a significant accumulated
deficit and continues to incur losses.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?702e
Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources. The
Company developed a web portal infrastructure operating system
product called BoxesOS v3.0. BoxesOS provides a web portal
infrastructure operating system designed to increase the
satisfaction of key stakeholders (students, faculty, alumni,
employees, and clients) by enhancing the organizational experience
through the use of enterprise web-based applications to organize
their relationships and improve the lines of communication.
FLEXERA SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
rating of B2 to Flexera Software Inc. Concurrently, Moody's
assigned a B3 probability of default rating and B2 ratings to the
company's proposed $15 million Senior Secured Revolving Credit
Facility due 2015 and $200 Million Senior Secured Term Loan due
2016. The rating outlook is stable.
The net proceeds from the new credit facilities will be used to
refinance the Company's existing debt and issue a shareholder
distribution of approximately $90 million.
Ratings Rationale
The B2 CFR reflects Flexera's moderate pro-forma leverage and the
company's modest overall size / scale and concentrated business
profile as a specialty provider of application usage management
solutions to independent software vendors, device manufacturers,
and enterprise IT customers. In addition, the rating is
constrained by Flexera's majority ownership structure by a
financial sponsor, which confers a degree of event risk, as the
financial sponsors' interests may not be aligned with those of
debt-holders.
Conversely, the B2 CFR is supported by Flexera's competitive
market position and well-regarded product offerings within its
niche, but growing, markets; its deep-domain expertise and large
installed base of customers, its high level of recurring revenues
combined with high renewal rates in the 90%-range, and its good
liquidity position supported by healthy profit margins and solid
free cash flow generation prospects.
Pro forma for the proposed transaction, Flexera's debt leverage as
measured by debt to EBITDA (including Moody's standard analytical
adjustments) will be approximately in the 4.1x-range based on pro
forma adjusted financial results for the trailing twelve months,
which is solid for the B2-rating category.
The stable outlook reflects Moody's expectation that Flexera will
continue to maintain its competitive market position and generate
solid revenue growth in the mid-single digits percentages as the
Company benefits from the generally favorable trends within the
application usage management market. The outlook also
incorporates Moody's expectation that Flexera will maintain a good
liquidity position and will use excess free cash flow to reduce
debt and make small targeted acquisitions to build out its product
portfolio.
Ratings could be downgraded if Flexera were to experience
significant declines in revenue and cash flow due to reasons
including poor execution and heightened competition or its
financial policies become overly shareholder-friendly, which
results in a degradation of credit metrics. Specifically,
negative rating pressure could arise if expected revenue growth
does not materialize or if the Company is unable to maintain
leverage below 5.0x and free cash flow falls below 10% of its
adjusted debt. Given Flexera's modest scale, niche product focus,
and the potential for future shareholder distributions, a ratings
upgrade is unlikely over the near-term. However, to the extent
that the Company is able to increase its scale while maintaining a
conservative leverage profile and good liquidity position, the
ratings or the outlook could come under upward pressure.
These ratings were assigned:
* Corporate Family Rating -- B2
* Probability of Default Rating -- B3
* Proposed $15 Million Senior Secured Revolving Credit Facility
due 2015 -- B2 (LGD3 - 35%)
* Proposed $200 Million Senior Secured Term Loan due 2016 -- B2
(LGD3 - 35%)
The assigned ratings are subject to satisfactory review of final
documentation and no material change in the terms and conditions
of the transaction as advised to Moody's.
Headquartered in Schaumburg, IL, Flexera Software, Inc., provides
application usage management products and services to software
vendors and enterprise customers to facilitate electronic
entitlement management, software asset management, compliance and
electronic downloading installations. Pro forma revenues for the
LTM period ended September 30, 2010 were approximately
$136 million.
FLEXERA SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a preliminary
'B+' corporate credit rating to Schaumburg, Ill.-based Flexera
Software Inc. The outlook is stable.
At the same time, S&P assigned a preliminary 'BB-' rating to the
proposed $15 million secured revolving credit facility and
$200 million senior secured term loan, with a preliminary recovery
rating of '2', indicating S&P's expectation for substantial (70%-
90%) recovery in the event of a payment default. The company
intends to use the debt proceeds in part to refinance existing
debt, pay a dividend to shareholders, and for general corporate
purposes.
"The rating reflects Flexera's niche market position, leveraged
financial profile, and S&P's view that the company's private-
equity ownership structure is likely to preclude sustained debt
reduction," said Standard & Poor's credit analyst Martha Toll-
Reed.
With fiscal 2009 revenues in excess of $120 million, Flexera
provides embedded software and hosted services that enable
independent software producers and device manufacturers to enforce
and deploy software licenses, and enterprises to monitor and
manage software license spending. Prior to April 2008, Flexera
operated as a division of Macrovision (now Rovi Corp.). Despite
difficult economic and IT spending conditions over the past two
years, Flexera's revenues grew in excess of 10% annually (pro
forma for acquired operations).
FRASER PAPERS: Submits Plan of Compromise in Ontario
----------------------------------------------------
Fraser Papers Inc. and its subsidiaries have filed a consolidated
plan of compromise or arrangement with the Ontario Court
overseeing its restructuring proceedings under the Companies'
Creditors Arrangement Act. These materials will also be filed
with the U.S. Court in Delaware, which oversees the Company's
ancillary proceeding under Chapter 15 of the U.S. Bankruptcy Code.
On December 3, 2010, Fraser Papers will seek an order authorizing
it to hold a meeting of creditors on December 20, 2010, at which
time the creditors of the Company will vote on the Plan. If the
Plan is approved by creditors, the Company intends to appear
before the Ontario Court on December 22, 2010 and the U.S. Court
on December 23, 2010 to seek the necessary court approvals to
implement the Plan.
A key component of the Plan is a commitment from the Company's
largest shareholder, Brookfield Asset Management Inc., to serve as
sponsor of the Plan by purchasing the Company's remaining
operating assets through the acquisition of its U.S. subsidiaries
and by continuing to provide debtor-in-possession financing to the
Company during Plan implementation.
Based on the Plan Sponsor's support, the Plan contemplates the
following benefits for the Company's creditors:
-- the repayment of all secured claims against the Company;
-- continuing employment for substantially all active employees
of the Company's U.S. operations;
-- a cash distribution of up to $500.00 for each unsecured
creditor claim against the Company; and
-- the pro-rata distribution of all proceeds from the sale of
the Company's assets (including the sale of the U.S.
operating assets) to trusts established for the benefit of
unsecured creditors, in satisfaction of all outstanding
unsecured creditor claims.
The Plan Sponsor has agreed to acquire the Fraser Papers companies
through which the Company carries on its U.S. operations for cash
proceeds of $15.0 million. In addition, the U.S. companies of
Fraser Papers that are being sold to the Plan Sponsor will
continue to be responsible for certain specified liabilities. All
unsecured liabilities or claims that existed at the time the
Company filed for protection under the CCAA will be compromised
against all of the Fraser Papers companies under the Plan.
The Company's U.S. operations consist of two lumber mills in
northern Maine and a paper mill in northern New Hampshire which
has been closed indefinitely. The Company has entered into a
separate agreement with a third party to sell the Gorham Mill. If
that separate transaction or any other sale of the Gorham Mill is
completed prior to the time of the closing of the Transaction, the
cash proceeds payable on closing of the Transaction will be
reduced by the proceeds received on the sale of the Gorham Mill,
up to a maximum of $2.65 million. If the Gorham Mill is not sold
to another party prior to the closing of the Transaction, it will
be purchased by the Plan Sponsor as part of the Transaction.
Subject to completion of the Transaction pursuant to the Plan and
sufficient cash being available to make such payment, the Plan
provides for a cash distribution for each unsecured claim that has
been accepted by the court-appointed Monitor, up to the lesser of:
a) the amount of each unsecured claim, and b) $500.00.
The Plan contemplates the distribution of all proceeds of the
Transaction and all prior sale transactions to three trusts that
will be established for the benefit of unsecured creditors with
Pre-filing Claims, once all secured claims are paid in full. The
proceeds include:
-- a 49% percent interest in the common equity of Twin Rivers
Papers Company Inc. ("Twin Rivers"), the company that
purchased the specialty papers business of Fraser Papers;
-- unsecured notes issued by Twin Rivers with a face amount of
approximately $44 million; and
-- any cash that is not otherwise required to repay secured
creditors in full, or cover the costs of the CCAA
proceedings.
The Company expects to schedule a webcast to communicate the Plan
to all creditors upon the Meeting Order being issued by the Court.
All creditors and other interested parties are advised to read the
full text of the Plan documents and all related documents on the
Monitor's website at http://www.pwc.com/car-fraserpapers/
About Fraser Papers
Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers. The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.
On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
09-12123). Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.
Fraser has said it is developing a restructuring plan to present
to its creditors by Oct. 16, 2009, with the objective of emerging
with a sustainable and profitable specialty papers business.
In July 2010, Fraser Papers disclosed that the Ontario Superior
Court of Justice has granted a further extension of the initial
Order under which Fraser Papers, together with its subsidiaries,
was granted creditor protection under the Companies' Creditors
Arrangement Act. This extension is through October 29, 2010 and
was supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.
FREEDOM ENVIRONMENTAL: Cuts Net Loss to $20,900 in Q3 2010
----------------------------------------------------------
Freedom Environmental Services, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $20,894 on $1.00 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $3.71 million on $115,384 of revenue for the
same period a year ago.
The Company's balance sheet at September 30, 2010, showed
$2.30 million in total assets, $1.23 million in total liabilities,
and stockholders' equity of $1.07 million.
Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about Freedom Environmental Services,
Inc.'s ability to continue as a going concern, following the
Company's 2009 results. The independent auditors noted that the
Company has incurred significant losses, and that the Company's
viability is dependent upon its ability to obtain future financing
and the success of its future operations.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7038
Orlando, Fla.-based Freedom Environmental Services, Inc., through
its wholly owned subsidiary Freedom Environmental Services, LLC,
and Brownies Waste Water Solutions, Inc., is in the business of
providing Wastewater and Storm-water System Management, Grease and
Organics Collection and Disposition and Commercial Plumbing and
Water System Management to commercial customers and wastewater
management services to residential customers. The Company also
intends to develop and produce fuels and natural bio-organic
products (such as fertilizer) derived from waste and by-products.
FT SILFIES: Settles NY State Tax & Finance Dept's Tax Claims
------------------------------------------------------------
The Hon. Nancy V. Alquist signed a stipulation resolving claims
filed by the New York State Department of Taxation and Finance
against F.T. Silfies Inc. and Price Trucking Inc. for unpaid
highway use taxes. The Debtors agree that the Department's:
-- Claim No. 38 will allowed as a General Unsecured Claim
for $677.72 and as an unsecured Priority Tax Claim for
$1,578.92; and
-- Claim No. 124 will be allowed as a Priority Tax Claim for
$777.02.
The Debtors will pay Claim Nos. 38 and 124 in accordance with the
provisions of their confirmed plan of reorganization.
The Department's other claims are disallowed in their entirety.
F.T. Silfies Inc. and affiliate Price Trucking Inc. operate 150
tractors and almost 400 trailers. Silfies is based in Allentown,
Pennsylvania, while Price has headquarters in Aberdeen, Maryland.
Silfies and Price filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case Nos. 09-15049 and 09-15044) on March 25, 2009.
The Debtors tapped J. Daniel Vorsteg, Esq., at Whiteford Taylor &
Preston, as counsel. Both Debtors said their assets and debts are
less than $50 million.
The Debtors filed a Consolidated Plan of Reorganization as Amended
on October 13, 2009. The Bankruptcy Court confirmed the Debtors'
Plan on November 20, 2009.
GENMAR HOLDINGS: Charles W. Ries Appointed Chapter 7 Trustee
------------------------------------------------------------
The Office of the U.S. Trustee for Region 12 appointed Charles W.
Ries as Trustee in the Chapter 7 case of Genmar Holdings, Inc.
Previously, the Bankruptcy Court for the District of Minnesota
converted the Debtor's Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.
Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/-- is
the world's second-largest manufacturer of fiberglass powerboats.
It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.
Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assisted the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.
Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and approved by the Bankruptcy Court in June and has
been managing the company's restructuring process since then.
GGNSC HOLDINGS: Moody's Reviews 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed the ratings of GGNSC Holdings,
LLC, under review for possible downgrade, including the company's
B2 corporate family and probability of default ratings. The
review was triggered by an increase in refinancing risk as the
company and its affiliates will face substantial debt maturities
in the next six months.
These ratings were placed under review for possible downgrade:
-- Corporate family rating, B2;
-- Probability of default rating, B2;
-- First lien term loan, $100 million outstanding, due March 14,
2011, Ba2 (LGD2, 20%);
-- $50 million revolving credit facility, due March 14, 2011,
Ba2 (LGD2, 20%);
-- $100 million second lien term loan, due September 14, 2011,
B3 (LGD4, 59%).
LGD point estimates are subject to change.
The review for possible downgrade expresses Moody's concern about
the material refinancing risk both discretely at the GGNSC level
as well as at the overall corporate level. The review was
prompted by and will focus on the company's ability to timely
refinance its first lien term loan and revolving credit facility
(undrawn at September 30, 2010) that mature in March 2011 and the
second lien term loan that matures in September 2011 that reside
at GGNSC Holdings LLC as well as the $1.3 billion of CMBS and
Mezzanine debt that reside at the separate entity created with the
March 2006 transaction. The CMBS and Mezzanine loans are
currently set to mature in the first half of 2011.
GGNSC does not own any of the real property associated with its
facilities and pays rent to a separate entity that maintains title
to the real property as a result of the March 2006 transaction in
which Beverly Enterprises was acquired by Pearl Senior Care, Inc.,
an affiliate of Fillmore Capital Partners, LLC. That separate
entity raised $1.4 billion of financing ($1.3 billion currently
outstanding) in a CMBS transaction that was used along with the
debt of GGNSC and $353.5 million of contributed common equity to
fund the acquisition of Beverly.
Absent a near-term successful refinancing, the ratings will likely
be downgraded. In addition, the ratings could face downward
pressure if Moody's adjusted debt to EBITDA were to trend toward
six times or free cash flow to debt was expected to turn negative
on a sustained basis. Furthermore, if the company experiences
deterioration in revenue or EBITDA, notably due to unfavorable
changes in reimbursement or competition, ratings could be
pressured. Also, if the company were to engage in shareholder
friendly activities or if there were any escalation in legal
issues, the ratings could be downgraded.
The ratings could be stabilized if the company is successful in
its refinancing activities in the very near term.
GGNSC's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure
and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term,
and iv) management's track record of tolerance for risk. These
attributes were compared against other issuers both within and
outside of GGNSC's core industry and GGNSC's ratings are believed
to be comparable to those other issuers of similar credit risk.
The last rating action on GGNSC was on October 28, 2009, when
Moody's affirmed the company's CFR at B2 and upgraded the first
lien credit facilities to Ba2.
GGNSC Holdings, LLC, is a national provider of long-term care
services. As of September 30, 2010 GGNSC, through its wholly-
owned subsidiaries, operated 241 skilled nursing facilities, 14
assisted living centers, and 69 hospice and home health locations.
In addition, through its subsidiaries, GGNSC operates a
rehabilitation therapy company, and an administrative services
company, as well as certain other ancillary businesses. For the
twelve months ended September 30, 2010, GGNSC reported revenues of
approximately $2.2 billion.
GLAZIER GROUP: Says Bankruptcy Won't Affect Operations
------------------------------------------------------
Meat Trade News reports that The Glazier Group said its Chapter 11
filing will not affect its restaurants or catering venues.
Owner Peter Glazier said the Company resorted to Chapter 11 after
failing to reach an out-of-court agreement with its lenders. "We
are restructuring corporate debt. We tried to make a deal with
our lenders, and we could not," Mr. Glazier said, according to the
report.
New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099). Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort. The Company
disclosed assets of $15.2 million and liabilities of $26.8 million
as of the Petition Date.
GOLD STANDARD: Posts $3.6 Million in September 30 Quarter
---------------------------------------------------------
Gold Standard Mining Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $3.55 million on $0 revenue for
the three months ended September 30, 2010, compared with net
income of $3.58 million on $8.40 million of revenue for the same
period a year ago.
The Company's balance sheet at September 30, 2010, showed
$10.46 million in total assets, $3.37 million in total
liabilities, and stockholders equity of $7.10 million.
Gruber & Company, LLC, in Lake St. Louis, Mo., expressed
substantial doubt about Gold Standard Mining Corporation's ability
to continue as a going concern, following the Company's 2009
results. The independent auditors noted that the Company has not
generated any significant revenue during the period December 11,
2007, through December 31, 2009, and has funded its operations
primarily through the issuance of equity.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7039
Los Angeles, Calif.-based Gold Standard Mining Corp. (OTC BB:
GSTP) -- http://www.goldstandardmining.com/-- engages in
exploration, development, and production of gold from alluvial and
hard rock mineral deposits located in the Amur region in the far
east of the Russian Federation.
GOOD LUCK: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Good Luck Condominiums, LLC
P.O. Box 310
Ashton, MD 20861
Bankruptcy Case No.: 10-36929
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Wendelin I. Lipp
Debtor's Counsel: Marc A. Ominsky, Esq.
LAW OFFICES OF CHAIFETZ & COYLE, PC
9881 Broken Land Parkway, Ste 300
Columbia, MD 21046
Tel: (443) 546-4608
Fax: (443) 546-4621
E-mail: marc_ominsky@verizon.net
Scheduled Assets: $5,600,272
Scheduled Debts: $4,448,751
A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-36929.pdf
The petition was signed by Thomas Norris, managing member.
HARRELSON UTILITIES: Ferguson Accord Did Not Defeat Lien Order
--------------------------------------------------------------
The Hon. Randy D. Doub approved a settlement and compromise of
claims between First Financial Credit Inc. and Ferguson
Enterprises, Inc. of Virginia, but denied the settling parties'
request for the Bankruptcy Court to vacate the Order Determining
that the Automatic Stay was Violated, Denying Request for
Sanctions, and Dismissing Motions for Relief from the Automatic
Stay docketed on July 30, 2009, in Harrelson Utilities Inc.'s
Chapter 11 case.
Harrelson Utilities Inc., though not a party to the settlement
agreement, objected on the basis that (1) the Parties' Motion was
not properly served on creditors; (2) the Parties have failed to
file a notice of motion; and (3) vacatur of the Lien Motion is
inappropriate as it affects not just the settling parties, but
other creditors and parties-in-interest involved in Harrelson's
bankruptcy proceeding.
Judge Doub held that the request to vacate the Lien Order as part
of the proposed settlement "appears to be an attempt to nullify a
public act of government by way of a settlement agreement." The
Lien Order in Harrelson held that the filing by subcontractors of
a notice of claim of mechanic's and materialmen's liens on funds
due to a debtor who is their contractor, violated the automatic
stay of 11 U.S.C. Sec. 362(a)(4) and is not excepted under Sec.
362(b)(3). Judge Doub noted that this decision has created much
consternation in the construction industry in North Carolina, when
prior to the entry of the Lien Order in Harrelson, the filing of a
notice of claim of mechanic's and materialmen's lien had generally
been considered by the North Carolina construction industry to be
an exception to the automatic stay pursuant to Sec. 362(b)(3).
"Just because a decision of this court is controversial or causes
consternation, does not constitute an exceptional circumstance
that would justify vacatur. Therefore, the Court declines to
vacate the Lien Order as part of the settlement between the
Parties," Judge Doub says.
In his Order, Judge Doub also directed certain entities to release
funds held in escrow to Ferguson and to Financial Federal Credit.
The Parties also have agreed to dismiss an appeal pending before
the United States District Court for the Eastern District of North
Carolina, Western Division, and captioned as Ferguson Enterprises,
Inc. of Virginia v. Harrelson Utilities Inc., Case No. 5:09-cv-
00426-FL.
A copy of the Court's Memorandum Opinion, dated November 23, 2010,
is available at http://is.gd/i1eGvfrom Leagle.com.
Based in Zebulon, North Carolina, Harrelson Utilities, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-02815) on April 6, 2009. Assets and liabilities are listed as
less than $10 million. A Chapter 11 Plan was confirmed by order
dated April 16, 2010.
HENRY MILLER: Court Slashes Curtis Law Firm Fees as Excessive
-------------------------------------------------------------
The Hon. Stacey Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas held that The Curtis Law Firm, PC's
requested fees are excessive, "in light of the time and labor
required, the novelty and difficulty (or lack thereof) of the
issues, the skill required, and the overall level of complexity,
importance, and nature of the problems, issues, and tasks that
were addressed" in Henry S. Miller Commercial, LLC's Chapter 11
case. Curtis served as the Debtor's bankruptcy counsel.
Curtis sought allowance of $177,548 in fees and $4,730 of
expenses, plus $2,000 estimated fees for prosecution of its Final
Fee Application, for a total request of $184,278.87, for the
approximately six-month period it served as bankruptcy counsel.
Curtis also orally asked for an additional $3,000 in fees at the
hearing on the Final Fee Application, to compensate it for extra
time it spent (but did not earlier estimate) in connection with
preparation for the hearing on the Final Fee Application, due to
an objection filed by a party-in-interest.
The Court reduced the fee request by $73,723 and the expense
reimbursement by $595 -- for a total award reduction of
$74,318.94. Curtis is allowed final fees of $103,824 and final
expenses of $4,135.67, plus $2,000 for prosecution of the Final
Fee Application -- for a total award of $109,959 for the entire
case. All other amounts are denied.
The creditors that filed an involuntary Chapter 7 petition against
the Debtor, objected to the Final Fee Application, arguing that
the Final Fee Application should be significantly reduced, because
the fees are excessive under the circumstances of the Debtor's
case, reflect duplication of efforts by professionals, and
overstaffing of tasks.
Curtis had accused counsel for the objectors of colluding with
litigation counsel for the Debtor in violation of Title 18 of the
United States Code (18 U.S.C. Sec. 155), by opposing Curtis' fees.
CLF characterized the Objection as "an unabashed attempt to have
this court condone . . . a clandestine fee-fixing attempt" in
violation of 18 U.S.C. Sec. 155. The Court, however, held that
none of the evidence submitted supported this strong accusation of
Title 18 violations.
A copy of the Court's November 8 decision is available at
http://is.gd/i2obSfrom Leagle.com.
About Henry S. Miller
Henry S. Miller Commercial LLC is part of the Henry S. Miller
Cos. family of real-estate brokerages in Texas. Three creditors
filed an involuntary Chapter 7 petition (Bankr. N.D. Tex. Case No.
09-34422) against Henry S. Miller Commercial, LLC, on July 7,
2009, and the alleged debtor moved to dismiss the involuntary
petition. The Company later filed for Chapter 11.
The involuntary petition was filed by a real estate owner who
obtained an $8.9 million judgment against Miller Commercial in
December 2008 related to an aborted transaction. The insurance
company denied coverage. Miller argued it was a victim of fraud
perpetrated by the erstwhile purchaser who falsely claimed to be
the beneficiary of a $300 million trust fund.
As reported by the Troubled Company Reporter on March 23, 2010,
Bill Rochelle at Bloomberg News said Henry S. Miller Commercial
LLC filed a proposed Chapter 11 plan in the face of a motion for
conversion of the case to liquidation in Chapter 7.
The Court confirmed the Plan after a confirmation hearing on
May 6, 2010. The Debtor's plan was overwhelmingly accepted by
creditors, was a 100% payment-plan as to the creditors excluding
the Judgment Creditors.
According to the Bloomberg report, the disclosure statement said
the remaining assets are about $5 million. The primary claim is
the $9 million judgment owing to the Petitioning Creditors. Other
claims are $330,000 owing to brokers, plus $600,000 in general
unsecured claims.
HENRY MILLER: Shields Britton's Fees Are Excessive & Duplicative
----------------------------------------------------------------
The Hon. Stacey Jernigan held that James D. Shields, Esq., and
Shields, Britton & Fraser, P.C.'s requested fees are excessive and
duplicative. Judge Jernigan said Shields went well beyond the
scope of their requested specific employment and charged fees
pertaining to bankruptcy case administration.
Shields was approved as special litigation counsel to pursue a
Malpractice/Malfeasance Litigation initiated prepetition by Henry
S. Miller Commercial LLC against its insurance carrier and its
prior litigation counsel, regarding alleged malfeasance in
connection with a large prepetition judgment rendered against the
Debtor.
Shields sought allowance of $149,913 of fees and $13,334 of
expenses for a total of $163,247 for work from December 17, 2009
through August 27, 2010.
Shields is the only "ordinary course professional" in the Debtor's
case that exceeded the fee cap.
The Court ruled that Shields' fee request should be reduced by
$58,764. Hence, the Court allowed final fees of $91,149 and final
expenses of $13,334 for a total award of $104,483.58 for the
entire case.
A copy of Judge Jernigan's decision dated November 9 is available
at http://is.gd/i2rzufrom Leagle.com.
About Henry S. Miller
Henry S. Miller Commercial LLC is part of the Henry S. Miller
Cos. family of real-estate brokerages in Texas. Three creditors
filed an involuntary Chapter 7 petition (Bankr. N.D. Tex. Case No.
09-34422) against Henry S. Miller Commercial, LLC, on July 7,
2009, and the alleged debtor moved to dismiss the involuntary
petition. The Company later filed for Chapter 11.
The involuntary petition was filed by a real estate owner who
obtained an $8.9 million judgment against Miller Commercial in
December 2008 related to an aborted transaction. The insurance
company denied coverage. Miller argued it was a victim of fraud
perpetrated by the erstwhile purchaser who falsely claimed to be
the beneficiary of a $300 million trust fund.
As reported by the Troubled Company Reporter on March 23, 2010,
Bill Rochelle at Bloomberg News said Henry S. Miller Commercial
LLC filed a proposed Chapter 11 plan in the face of a motion for
conversion of the case to liquidation in Chapter 7.
The Court confirmed the Plan after a confirmation hearing on
May 6, 2010. The Debtor's plan was overwhelmingly accepted by
creditors, was a 100% payment-plan as to the creditors excluding
the Judgment Creditors.
According to the Bloomberg report, the disclosure statement said
the remaining assets are about $5 million. The primary claim is
the $9 million judgment owing to the Petitioning Creditors. Other
claims are $330,000 owing to brokers, plus $600,000 in general
unsecured claims.
HERTZ CORPORATION: Moody's Confirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family rating
and Probability of default rating of The Hertz Corporation as well
as the ratings on the company's outstanding debt obligations. The
company Speculative Grade Liquidity rating remains SGL-3 and the
rating Outlook is Stable.
The confirmation reflects the improving fundamentals in the daily
car rental market, and the actions the company has taken to
strengthen its balance sheet and liquidity position following
termination of its offer to acquire Dollar Thrifty Automotive
Group.
The Dollar shareholders' rejection of Hertz's $50 per share offer
for the company, and Hertz's decision not to further pursue the
transaction removes the financial risk that could have accompanied
pursuit of the acquisition.
Healthier fundamentals in the car rental sector should now support
further improvement in Hertz's credit profile. Car rental
companies are managing the size of their fleets in a prudent
manner, moderate price increases are occurring in the leisure
sector, and used car prices should remain strong into 2011. In
addition, the major competitors in the car rental sector are
focusing on improving returns through reducing costs and raising
ancillary revenues. There appears to be less focus on attempts to
gain share through price reductions. Consequently, the overall
pricing environment may be more favorable.
Hertz should also benefit from the bottoming out of demand within
the equipment rental market. Moody's expects demand to flatten
through early 2011 and to rise gradually during the balance of the
year.
Finally, more favorable conditions in the capital and ABS markets
have enabled Hertz to achieve a more solid funding structure for
its rental fleet, and to extend the maturity profile and lower the
interest burden on its corporate debt. The $700 million in debt
raised during September, along with other sources, should enable
Hertz to refund high-coupon corporate debt and extend its maturity
profile. In addition, the company has completed approximately
$5.8 billion in fleet refund during the past eighteen months in
the domestic and international ABS markets, and the secured debt
markets. This addressed a potentially serious shortfall in the
company's liquidity profile.
Hertz's liquidity profile is now more sound. The company has
adequate fleet funding in place through 2011, and with the
$700 million in corporate debt refinancing that have been
completed maturities during the coming twelve months will be
modest. In addition, the company has approximately $800 million
in unrestricted cash (excluding the $700 million of debt proceeds
raised during September that will likely refund other debt) and
about $800 million in availability under a revolving credit
facility that matures in 2012.
The stable outlook is based on the likelihood that improving
industry fundamentals, combined with Hertz's ongoing cost cutting
initiatives, should support further improvement in credit metrics
through 2011 to levels that support the B1 rating.
If Hertz were able to sustain EBIT/interest near 2x (compared with
.9x for the LTM through Sept.) and debt/EBITDA approximating 3x
(compared with 4.4x for LTM through Sept.), there could be upward
pressure on the rating.
However if EBIT/interest coverage were to remain below 1.2x and
debt /EBITDA above 4x during an extended period, there could be
some downward pressure on the rating. Rating pressure could also
occur if Hertz were to resubmit an offer for Dollar at a per share
price greater than its last offer of approximately $50.
The last rating action on Hertz was a rating assignment of the
company's $300 million Senior Unsecured notes on September 16th.
HYLAND SOFTWARE: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Westlake, Ohio-based Hyland Software
Inc. The outlook is stable.
At the same, S&P assigned a 'BB-' issue-level rating and '2'
recovery rating to the company's proposed $225 million first-lien
senior secured credit facility, consisting of a $20 million
revolving credit facility due 2015 and a $205 million term loan B
due 2016. The '2' recovery rating indicates S&P's expectations
for substantial (70%-90%) recovery for lenders in the event of a
payment default.
The company intends to use the proceeds from the new senior
secured facility, along with about $30 million of cash on hand, to
refinance its existing debt as well as to pay a $131 million
dividend to their private-equity sponsor and other shareholders.
The affirmation follows Hyland's recent announcement that it was
refinancing its existing credit facility and paying a debt-
financed dividend. Upon successful syndication of the proposed
$205 million term loan and $20 million revolving credit facility,
S&P expects debt to pro forma EBITDA (pro forma for recent
acquisitions) to increase to just over 4.0x from 2.4x at Sept. 30,
2010. Given prior debt capacity within the rating and S&P's
expectation for higher leverage over time, in S&P's view, this
increase in leverage does not change the company's aggressive
financial profile.
"While recent modest-sized acquisitions have helped to strengthen
Hyland's product offerings," said Standard & Poor's credit analyst
Alfred Bonfantini, "S&P still characterizes its business profile
as weak given its limited operational scale and relatively modest
competitive position with respect to much larger competitors with
significantly more resources in the fragmented enterprise content
management industry."
IA GLOBAL: Closes Acquisition of Zest from Kansai
-------------------------------------------------
IA Global Inc. announced the closing of the acquisition of Zest
Corporation Co Ltd and Zest Home Co Ltd, both Japanese companies,
from Kansai Trust Co Ltd. As reported in June 20, 2010
announcement, Zest was profitable and had reported revenues of
over $28 million during the year ended March 31, 2010.
Zest is engaged in the custom home design and construction
business for middle class families looking for high quality at
reasonable prices. Zest operates out of 3 locations in Central
Japan under an exclusive license from Universal Home Co Ltd.
Zest was acquired for the equivalent of 80,000,000 JPY or
approximately $890,000 at the current exchange rates. The
acquisition was financed through the issuance of 666,667 shares of
IAGI common stock with the balance through debt.
"The acquisition of Zest is expected to significantly boost to our
revenues from approximately $11 million to approximately $37
million on an annual basis. In addition, Zest balances our global
services portfolio by adding a real estate component to our auto
parts and video gaming holdings." stated Brian Hoekstra, CEO of IA
Global, Inc.
About IA Global
San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions. The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices. The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.
The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $3.30 million in total current
liabilities, $2.79 million in long-term debt, and a stockholders'
deficit of $1.45 million.
As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.
HERTZ CORPORATION: Moody's Confirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family rating
and Probability of default rating of The Hertz Corporation as well
as the ratings on the company's outstanding debt obligations. The
company Speculative Grade Liquidity rating remains SGL-3 and the
rating Outlook is Stable.
The confirmation reflects the improving fundamentals in the daily
car rental market, and the actions the company has taken to
strengthen its balance sheet and liquidity position following
termination of its offer to acquire Dollar Thrifty Automotive
Group.
The Dollar shareholders' rejection of Hertz's $50 per share offer
for the company, and Hertz's decision not to further pursue the
transaction removes the financial risk that could have accompanied
pursuit of the acquisition.
Healthier fundamentals in the car rental sector should now support
further improvement in Hertz's credit profile. Car rental
companies are managing the size of their fleets in a prudent
manner, moderate price increases are occurring in the leisure
sector, and used car prices should remain strong into 2011. In
addition, the major competitors in the car rental sector are
focusing on improving returns through reducing costs and raising
ancillary revenues. There appears to be less focus on attempts to
gain share through price reductions. Consequently, the overall
pricing environment may be more favorable.
Hertz should also benefit from the bottoming out of demand within
the equipment rental market. Moody's expects demand to flatten
through early 2011 and to rise gradually during the balance of the
year.
Finally, more favorable conditions in the capital and ABS markets
have enabled Hertz to achieve a more solid funding structure for
its rental fleet, and to extend the maturity profile and lower the
interest burden on its corporate debt. The $700 million in debt
raised during September, along with other sources, should enable
Hertz to refund high-coupon corporate debt and extend its maturity
profile. In addition, the company has completed approximately
$5.8 billion in fleet refund during the past eighteen months in
the domestic and international ABS markets, and the secured debt
markets. This addressed a potentially serious shortfall in the
company's liquidity profile.
Hertz's liquidity profile is now more sound. The company has
adequate fleet funding in place through 2011, and with the
$700 million in corporate debt refinancing that have been
completed maturities during the coming twelve months will be
modest. In addition, the company has approximately $800 million
in unrestricted cash (excluding the $700 million of debt proceeds
raised during September that will likely refund other debt) and
about $800 million in availability under a revolving credit
facility that matures in 2012.
The stable outlook is based on the likelihood that improving
industry fundamentals, combined with Hertz's ongoing cost cutting
initiatives, should support further improvement in credit metrics
through 2011 to levels that support the B1 rating.
If Hertz were able to sustain EBIT/interest near 2x (compared with
.9x for the LTM through Sept.) and debt/EBITDA approximating 3x
(compared with 4.4x for LTM through Sept.), there could be upward
pressure on the rating.
However if EBIT/interest coverage were to remain below 1.2x and
debt /EBITDA above 4x during an extended period, there could be
some downward pressure on the rating. Rating pressure could also
occur if Hertz were to resubmit an offer for Dollar at a per share
price greater than its last offer of approximately $50.
The last rating action on Hertz was a rating assignment of the
company's $300 million Senior Unsecured notes on September 16th.
HYLAND SOFTWARE: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Westlake, Ohio-based Hyland Software
Inc. The outlook is stable.
At the same, S&P assigned a 'BB-' issue-level rating and '2'
recovery rating to the company's proposed $225 million first-lien
senior secured credit facility, consisting of a $20 million
revolving credit facility due 2015 and a $205 million term loan B
due 2016. The '2' recovery rating indicates S&P's expectations
for substantial (70%-90%) recovery for lenders in the event of a
payment default.
The company intends to use the proceeds from the new senior
secured facility, along with about $30 million of cash on hand, to
refinance its existing debt as well as to pay a $131 million
dividend to their private-equity sponsor and other shareholders.
The affirmation follows Hyland's recent announcement that it was
refinancing its existing credit facility and paying a debt-
financed dividend. Upon successful syndication of the proposed
$205 million term loan and $20 million revolving credit facility,
S&P expects debt to pro forma EBITDA (pro forma for recent
acquisitions) to increase to just over 4.0x from 2.4x at Sept. 30,
2010. Given prior debt capacity within the rating and S&P's
expectation for higher leverage over time, in S&P's view, this
increase in leverage does not change the company's aggressive
financial profile.
"While recent modest-sized acquisitions have helped to strengthen
Hyland's product offerings," said Standard & Poor's credit analyst
Alfred Bonfantini, "S&P still characterizes its business profile
as weak given its limited operational scale and relatively modest
competitive position with respect to much larger competitors with
significantly more resources in the fragmented enterprise content
management industry."
INNOLOG HOLDINGS: Posts $3.9 Million Net Loss in Q3 2010
--------------------------------------------------------
Innolog Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.88 million on $1.41 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $479,436 on $2.01 million of revenue for the
same period a year ago.
The Company's balance sheet at September 30, 2010, showed
$1.19 million in total assets, $7.74 million in total liabilities,
all current, and a stockholders' deficit of $6.55 million.
"The Company has sustained substantial operating losses in the
prior year and increasing losses in the current periods, and has a
stockholders' deficit of $6.54 million and $2.49 million at
September 30, 2010, and December 31, 2009, respectively," the
Company said in the filing. "There are many delinquent claims and
obligations, such as payroll taxes, employee income tax
withholdings, employee benefit plan contributions, loans payable
and accounts payable, that could ultimately cause the Company to
cease operations."
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7033
Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry. The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.
J K FARMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J K Farms, Inc.
dba M S Food Service
350 Morse Street N.E.
Washington, DC 20002
Bankruptcy Case No.: 10-01182
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
District of Columbia (Washington, D.C.)
Judge: S. Martin Teel, Jr.
Debtor's Counsel: Richard B. Rosenblatt, Esq.
LAW OFFICES OF RICHARD B. ROSENBLATT, PC
30 Courthouse Square, Ste. 302
Rockville, MD 20850
Tel: (301) 838-0098
E-mail: rrosenblatt@rosenblattlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/dcb10-01182.pdf
The petition was signed by Jae Cha, president.
JAMES WALLACE: Section 341(a) Meeting Scheduled for Dec. 23
-----------------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina will
convene a meeting of James E. Wallace Jr.'s creditors on December
23, 2010, at 10:00 a.m. The meeting will be held at the USBA
Creditors Meeting Room, 1760 B Parkwood Boulevard, Wilson, NC
27893.
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.
Wrightsville Beach, North Carolina-based James E. Wallace, Jr.,
filed for Chapter 11 bankruptcy protection on November 23, 2010
(Bankr. E.D. N.C. Case No. 10-09677). George M. Oliver, Esq., at
Oliver & Friesen, PLLC, assists the Debtor in his restructuring
effort. The Debtor estimated his assets at $10 million to
$50 million and debts at $50 million to $100 million.
JAPAN AIRLINES: Tokyo District Court Approves Rehabilitation Plan
-----------------------------------------------------------------
Kyodo News reports that Japan Airlines Corp. on Tuesday received
the go-ahead from the Tokyo District Court for its rehabilitation
plan. The turnaround plan includes debt waivers, job cuts and the
closure of unprofitable domestic and international routes.
According to Kyodo News, the decision came after most major banks
and other creditors of the airline approved the rehabilitation
plan through postal voting. Kyodo News relates JAL said it has
also reached a basic agreement with its major creditor banks
regarding new loans.
Kyodo News says JAL plans to complete by next March the
rehabilitation procedures by repaying all debts, while seeking to
relist itself after the carrier was delisted from stock exchanges
earlier this year.
The report notes the plan centers on a JPY521.5 billion debt
waiver primarily from Mizuho Corporate Bank, the Bank of Tokyo-
Mitsubishi UFJ and Sumitomo Mitsui Banking Corp, and a JPY350
billion investment in JAL by the Enterprise Turnaround Initiative
Corp. of Japan with the use of public funds. JAL will reduce its
head count to 32,600 by the end of March, cutting roughly 16,000
jobs, or about 30% of its group workforce of 48,714 at the end of
fiscal 2009, and will terminate services on 39 domestic and 10
international money-losing routes by the end of fiscal 2012 from
fiscal 2009 ended March this year.
With the court approval, the three debtor companies, Japan
Airlines Corp., Japan Airlines International, Co. and JAL Capital
Co., merged Wednesday, with JAL International as the surviving
entity, The Japan Times reports.
The Japan Times relates Hideo Seto, an ETIC trustee, said JAL
plans to reorganize into a division-based profit system Dec. 15.
That same day, a new management team will step in, adding 12 new
faces, including from ETIC and Kyocera Corp., the Japan Times
says.
JAL International will be officially renamed Japan Airlines Co. on
April 1.
About Japan Airlines
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services. The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
Japan Airlines Corporation, Japan Airlines International Co.,
Ltd., and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court. The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.
Japan Airlines Corp. filed for reorganization January 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in
New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company
estimated debts at $28 billion.
JEFFREY PROSSER: Status Conference on Jan. 25 in Klingerman Case
----------------------------------------------------------------
The Hon. Judith K. Fitzgerald will hold a status conference on
January 25, 2011, at 9:00 a.m. (prevailing Eastern time), in the
matter JAMES P. CARROLL, as Chapter 7 Trustee of the Estate of
Jeffrey J. Prosser, Plaintiff, v. JOHN D. KLINGERMAN and DAWN
PROSSER, Defendants (Bankr. D. Virginia Islands Adv. Proc. No.
09-03001).
The dispute arose after Mr. Klingerman failed to close on his
proposed purchase of the Debtor's real property located at 89
Victor Herbert Road, in Lake Placid, New York, and the Chapter 7
Trustee withheld Mr. Klingerman's $200,000 good faith deposit.
A copy of Judge Fitzgerald's Oct. 29, 2010 Memorandum Opinion is
available at http://is.gd/i1Lygfrom Leagle.com.
Jeffrey J. Prosser filed a voluntary Chapter 11 petition (Bankr.
D. Virgin Islands Case No. 06-30009) on July 31, 2006. The Court
entered an order converting the Debtor's case from Chapter 11 to
Chapter 7 on October 3, 2007. John Ellis was appointed interim
Chapter 7 trustee of the Debtor's estate. On October 31, 2007,
Mr. Ellis resigned as trustee and James P. Carroll was appointed
successor trustee.
JOAN HOYMAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Joan Ann Hoyman
aka Joan Ann Kussy Hoyman
1351 Pleasantridge Drive
Altadena, CA 91001
Bankruptcy Case No.: 10-60995
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Central District Of California (Los Angeles)
Debtor's Counsel: Gary L. Harre, Esq.
GLOBAL CAPITAL LAW P.C.
17111 Beach Blvd Ste 100
Huntington Beach, CA 92647
Tel: (714) 907-4182
Fax: (714) 907-4175
E-mail: ghcmecf@gmail.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
JOE BORGES: Husband Gets Credit Counseling Waiver & Wife Doesn't
----------------------------------------------------------------
WestLaw reports that the provision of a statute precluding the
dismissal of a Chapter 11 case where an objecting party
established a reasonable likelihood of timely plan confirmation
and the basis for dismissal included a curable act or omission by
the debtor for which there was a reasonable justification did not
provide an additional exception to the statute generally requiring
an individual to satisfy the prepetition credit counseling
requirement to be a debtor under the Bankruptcy Code, a New Mexico
bankruptcy court has held as a matter of apparent first
impression. The debtor eligibility statute, in setting forth the
credit counseling requirement, made no reference to the Chapter 11
dismissal statute and set forth specific exceptions. Moreover,
the two statutes did not share a common function or purpose, and
thus could not be construed as one law so as to allow the
dismissal statute to serve as an exception to dismissal for
noncompliance with the debtor eligibility statute. Moreover,
mandatory dismissal due to a debtor's failure to satisfy the
credit counseling requirement was supported by the Chapter 11
dismissal statute, under which dismissal was also the remedy for
debtor ineligibility. In re Borges, --- B.R. ----, 2010 WL
3522235 (Bankr. D. N.M.) (Starzynski, J.).
A copy of the Honorable James R. Starzynski's Memorandum Opinion
dated Sept. 8, 2010, is available at http://is.gd/i2KBZfrom
Leagle.com.
Joseph B. Borges and Maria R. Borges, both dba J&M Dairy in
Artesia, N.M., filed a joint chapter 11 petition (Bankr. D. N.M.
Case No. 10-12800) on June 1, 2010, and are represented by Wiley
F. James, III, Esq., at James & Haugland, PC, in El Paso, Tex.
The Debtors estimated their asset and debts at less than
$10 million at the time of the filing.
KEVEN A MCKENNA: Judge Appoints Chapter 11 Trustee
--------------------------------------------------
Gregory Smith, staff writer at the Providence Journal, reports
that a federal bankruptcy judge appointed Providence bankruptcy
lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna PC because
Keven A. McKenna is not fit to manage his own law firm.
Mr. Smith relates the judge rejected a request by a committee of
McKenna PC's unsecured creditors to convert the Chapter 11
proceeding to a Chapter 7 liquidation that might have hastened
resolution of their claims.
In January 2010 Keven A. McKenna filed for Chapter 11 bankruptcy
for himself and Keven A. McKenna law firm. Mr. McKenna disclosed
$751,000 in assets and $45,700 in liabilities in his bankruptcy
petition. His firm estimated debts of between $100,000 and
$500,000. Mr. McKenna's case was dismissed but his personal
bankruptcy protection claim remains active as he continues to
fight a Workers' Compensation Court order that he pay his former
paralegal Summer D. Stone for injuries.
KEYS COUNTRY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Keys Country Resort, LLC
1733 Overseas Hwy
Marathon, FL 33050
Bankruptcy Case No.: 10-46411
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Laurel M. Isicoff
Debtor's Counsel: Jeffrey W. Blacher, Esq.
JEFFREY W. BLACHER, P.A.
2999 NE 191 St # 805
Aventura, FL 33180
Tel: (305) 705-0888
Fax: (305) 705-0008
E-mail: jblacher@blacherlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Sandy S. Segall, president, managing
member.
KKR FINANCIAL: S&P Raises Ratings on Various Classes of Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D, E, and F notes from KKR Financial CLO 2007-1 Ltd., a
collateralized loan obligation transaction managed by KKR
Financial Advisors. In addition, S&P removed its ratings on the
class B, C, and D notes from CreditWatch with positive
implications and affirmed its rating on the class A notes.
The upgrades reflect the improved performance S&P has observed in
the underlying portfolio since March 2010, when S&P removed the
ratings on the D, E, and F notes from CreditWatch with negative
implications following a review of the transaction under S&P's
updated criteria for rating corporate collateralized debt
obligations published in September 2009.
According to the Feb. 5, 2010, trustee report (when S&P last
reviewed the transaction), the transaction was holding
approximately $362 million in defaulted obligations and
$768 million in underlying obligors with a rating, either by
Standard & Poor's or another rating agency, in the 'CCC' range.
As a result, KKR Financial CLO 2007-1 Ltd. was failing its class
C/D and E overcollateralization ratios, causing a deferral of the
interest for the class E, F, G, and H notes. Since that time, a
number of defaulted obligors held in the deal emerged from
bankruptcy, while recoveries on some defaulted assets were higher
than their carrying values in the O/C ratio test calculations.
This, in combination with a reduction in the 'CCC' range assets
and a $90 million paydown on the class A notes, benefited all O/C
tests in the transaction.
As of Nov. 5, 2010, KKR Financial CLO 2007-1 Ltd. was holding
$56 million in defaulted obligations and $506 million in
underlying obligors with ratings in the 'CCC' range. The
transaction has paid down the class A notes to approximately 84%
of its original outstanding balance. As of Nov. 5, 2010, the
transaction was passing its O/C ratios, and it has paid any
deferred interest on its rated notes. KKR Financial CLO 2007-1
Ltd. contains some relatively large credit positions, and S&P
based the ratings on the class D and F notes, in part, on the
application of the largest-obligor default test, which is one of
the supplemental stress tests S&P introduced as part of its
criteria update published in September 2009.
Standard & Poor's will continue to review whether, in its view,
the ratings currently assigned to the notes remain consistent with
the credit enhancement available to support them and take rating
actions as S&P deems necessary.
Rating And Creditwatch Actions
KKR Financial CLO 2007-1 Ltd.
Rating
------
Class To From
----- -- ----
B AAA (sf) AA (sf)/Watch Pos
C AA+ (sf) A (sf)/Watch Pos
D BBB+ (sf) BBB- (sf)/Watch Pos
E BBB (sf) BB- (sf)
F BB+ (sf) B- (sf)
Rating Affirmed
KKR Financial CLO 2007-1 Ltd.
Class Rating
----- ------
A AAA (sf)
LDK SOLAR: Reaches Capacity at Mahong Polysilicon Plant
-------------------------------------------------------
LDK Solar Co. Ltd. said it has successfully reached the designed
capacity of its second 5,000 metric ton polysilicon train in its
Mahong polysilicon plant. A ceremony to celebrate this
achievement was held in Xinyu City, China, and many leaders of
local government were in attendance.
There are three 5,000 MT trains in the 15,000 MT Mahong
polysilicon plant. Reaching capacity of the second train
demonstrates that the Company has ramped its polysilicon capacity
to 10,000 MT.
About LDK Solar
LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/--
manufactures photovoltaic products and multicrystalline wafers.
LDK Solar's headquarters and manufacturing facilities are located
in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China. LDK Solar's office in the United
States is located in Sunnyvale, California.
The Company's balance sheet at December 31, 2009, showed
US$4.384 billion in assets, US$3.507 billion of liabilities, and
US$876.9 million of stockholders' equity.
Going Concern Doubt
As reported in the Troubled Company Reporter-Asia Pacific on
July 6, 2010, LDK Solar said in its annual report on Form 20-F for
the year ended December 31, 2009, that at yearend, the Company had
a working capital deficit of US$833.6 million and an accumulated
deficit of US$32.8 million. The Company said, "During the year
ended December 31, 2009, we incurred a net loss of US$234.2
million [attributable to LDK Solar Co., Ltd. shareholders]. As of
December 31, 2009, we had cash and cash equivalents of US$384.8
million, most of which are held by subsidiaries in China. Most of
our short-term bank borrowings and current installments of our
long-term debt totaling US$978.6 million are the obligations of
these subsidiaries. We may also be required by the holders of our
convertible senior notes to repurchase all or a portion of such
convertible senior notes with an aggregate principal amount of
US$400.0 million on April 15, 2011. These factors initially
raised substantial doubt as to our ability to continue as a going
concern. We are in need of additional funding to sustain our
business as a going concern, and we have formulated a plan to
address our liquidity problem."
The Company cautioned that "we cannot assure you that we will
successfully execute our liquidity plan. If we do not
successfully execute such plan, we may have substantial doubt as
to our ability to continue as a going concern."
LEE APPLEBY: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lee Appleby
3764 Winford Drive
Tarzana, CA 91356
Bankruptcy Case No.: 10-bk-24935
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Central District Of California (San Fernando Valley)
Judge: Geraldine Mund
Debtor's Counsel: Roy C. Dickson, Esq.
DICKSON & ASSOCIATES
2323 N Tustin Ave, Ste. I
Santa Ana, CA 92705
Tel: (714) 541-8080
Fax: (714) 541-8090
E-mail: roycd@aol.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24935.pdf
LEONARD ROSS: BofA Wants Trustee to Take Over
---------------------------------------------
Secured prepetition lenders Bank of America asks the U.S.
Bankruptcy Court for the Central District of California to appoint
a Chapter 11 Trustee in the reorganization case of Leonard M.
Ross.
Bank of America explains that the Debtor is unfit to act as
fiduciary to his creditors as required of a debtor-in-possession
through his pre- and post-petition conduct.
Specifically, Bank of America, notes that the Debtor:
-- traveled to Las Vegas twice approximately six to
seven weeks prior to the Petition Date leaving
outstanding makers totaling $850,000;
-- has left his estate vulnerable to significant
fined through his employment of undocumented
labor; and
-- transferred $289,390 to his professional law
corporation, L. Ross Professional Corporation,
five days before the Petition Date for the
purpose of shielding the money from creditors.
Bank of America proposes a hearing on its request to dismiss the
Debtor's case on January 25, 2010, at
11:00 a.m.
Bank of America is represented by:
Joshua D. Wayser, Esq.
KATTEN MUCHIN ROSENMAN LLP
2029 Century Park East, Suite 2600
Los Angeles, CA 90067-3012
E-mail: joshua.wayser@kattenlaw.com
Tel: (310) 788-4400
Fax: (310) 788-4471
About Leonard M. Ross
Beverly Hills, California-based Leonard M. Ross, aka Trustee of
Leonard M. Ross Revocable Trust, filed for Chapter 11 bankruptcy
protection on September 15, 2010 (Bankr. C.D. Calif. Case No. 10-
49358). Robert M. Yaspan, Esq., at the Law Offices of Robert M.
Yaspan, assists the Debtor in his restructuring effort. The
Debtor estimated his assets at $100 million to
$500 million and debts at $50 million to $100 million as of the
Petition Date.
Affiliates Colony Lodging, Inc. (Bankr. C.D. Calif. Case No. 10-
60909), Rossco Plaza, Inc. (Bankr. C.D. Calif. Case No. 10-60917),
LJR Properties, Ltd. (Bankr. C.D. Calif. Case No. 10-60919), Monte
Nido Estates, LLC (Bankr. C.D. Calif. Case No. 10-60920), WM
Properties, Ltd. (Bankr. C.D. Calif. Case No. 10-60918), and
Rossco Holdings, Inc. (Bankr. C.D. Calif. Case No. 10-60953) filed
separate Chapter 11 petitions.
LOK REDWOOD: State Street Bank's Atty. Fees Pegged at $125,000
--------------------------------------------------------------
State Street Bank and Trust Company seeks reimbursement of
$150,000 in legal fees from Lok Redwood Empire Properties, Inc.
The Debtor asserts that over $30,000 of the Bank's fees were for
legal research and that such a fee was unreasonable.
The Hon. Alan Jaroslovsky suggested that a total postpetition
allowance of $125,000 might be reasonable for the Bank's
attorneys' fees under 11 U.S.C. Sec. 506(b). Judge Jaroslovsky
said the Court is completely unable to evaluate the Debtor's
assertion and does not see how the $30,000 was arrived at. The
Court is open to an evidentiary hearing if the parties agree.
A copy of the Court's November 6 memorandum is available at
http://is.gd/i1U84from Leagle.com.
Lok Redwood Empire Properties, Inc., dba Quality Inn - Petaluma is
a mid-range hotel in Santa Rosa, California, with rooms starting
at about $90 a night. Lok Redwood filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Calif. Case No. 09-12912) on September 8,
2009. David N. Chandler, Esq., serves as the Debtor's counsel.
According to its schedules, the Company has assets of $7,337,886,
and liabilities of $3,887,430. A plan has been confirmed in the
case.
MAJESTIC STAR: Files Amended Joint Plan of Reorganization
---------------------------------------------------------
BankruptcyData.com reports that Majestic Star Casino filed with
the U.S. Bankruptcy Court a First Amended Joint Plan of
Reorganization and First Amended Disclosure Statement.
According to the Disclosure Statement, under the Plan, the Debtors
will retain and reorganize around their casino gaming properties
in Gary, Indiana, Tunica County, Mississippi, and Black Hawk,
Colorado, subject, in the case of the Black Hawk, Colorado gaming
property, to obtaining all governmental licenses, suitability
determinations, and other approvals required for such property on
or prior to 240 days following the Confirmation Date.
Holders senior secured credit facility claims will receive claims
under a new senior secured credit facility or cash. Holders of
senior secured notes will receive 58% of the new membership
interests in the reorganized Debtor plus sew secured notes or cash
in the amount of $100.6 million. Holders of senior notes will
receive 42% of the new membership interests.
About Majestic Star
The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc. The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public. The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.
The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.
The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel. Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.
The Majestic Star Casino's balance sheet at June 30, 2009, showed
total assets of $406.42 million and total liabilities of $749.55
million. When it filed for bankruptcy, the Company estimated less
than $500 million in assets and less than $1 billion in debts.
MANDY ANN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Mandy Ann Management, Ltd.
P.O. Box 118
Celina, TX 75009
Bankruptcy Case No.: 10-44082
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Joyce W. Lindauer, Esq.
8140 Walnut Hill Lane, Suite 301
Dallas, TX 75231
Tel: (972) 503-4033
Fax: (972) 503-4034
E-mail: courts@joycelindauer.com
Scheduled Assets: $4,290,322
Scheduled Debts: $3,632,126
The list of unsecured creditors filed together with its petition
does not contain any entry.
The petition was signed by Michael Arnold, president.
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Arnold Stone, Inc. 10-44077 11/29/10
Michael Reid Properties, Ltd. 10-44081 11/29/10
MARK IV: Moody's Raises Corporate Rating to 'B1'
------------------------------------------------
Moody's Investors Service has revised a previous release on Mark
IV LLC, saying that the first paragraph under Ratings Rationale
should be deleted. The revised release is:
Moody's raised the Corporate Family and Probability of Default
Ratings of Mark IV LLC's to B1 from B2. In a related action
Moody's assigned a Ba3 rating to Mark IV's new EUR200 million of
senior secured notes, and assigned a Ba2 rating the new asset base
revolving credit facility. The rating outlook is stable.
These ratings were raised:
Mark IV, LLC
-- Corporate Family Rating, to B1 from B2;
-- Probability of Default, to B1 from B2.
These ratings were assigned:
Mark IV Europe Luxembourg S.C.A./Mark IV USA Luxembourg S.C.A., as
co-issuers
-- EUR200 million senior secured notes, Ba3 (LGD3, 39%);
Dayco Products, LLC
-- Ba2 (LGD2, 29%), for the new $45MM asset based revolver;
Dayco Canada Corp.
-- Ba2 (LGD2, 29%), for the new $5MM asset based revolver.
These ratings were affirmed and will be withdrawn upon their
repayment:
Mark IV Luxembourg S.a.r.l.
-- Ba2 (LGD1, 11%), for the $70MM senior secured term loan;
Dayco Products, LLC
-- Ba2 (LGD1, 11%), for the $45MM asset based revolver;
-- Ba2 (LGD1, 11%), for the $55MM senior secured term loan;
-- B2 (LGD3, 48%), for the $177MM restructured debt -- tranche
B-2;
-- B2 (LGD3, 48%), for the $25MM restructured debt -- tranche B-
4;
Mark IV Industries Corp
-- Ba2 (LGD1, 11%), for the $5MM asset based revolver;
-- Ba2 (LGD1, 11%), for the $20MM senior secured term loan;
Dayco Europe S.r.l.
-- B2 (LGD3, 48%), for the $26.2MM restructured debt -- tranche
B-3.
Ratings Rationale
The rating action incorporates Mark IV's completion of the sale of
the Luminator Technologies Group business segment and the expected
completion of the sale of the Mark IV IVHS business segment. The
LTG business encompassed the company's high resolution lighting
and display products for transportation, rail, bus, and aircraft
lighting systems. The IVHS business designs, produces, and
markets systems and components utilizing advanced radio frequency
and electronics used for toll collection (EZ-Pass). Net proceeds
from the sale of these businesses combined with the net proceeds
from the new senior secured note will be used to repay the
company's existing senior secured term loan facilities and
restructured debt.
The stable outlook considers Moody's expectation that Mark IV's
credit metrics should continue to support the assigned rating over
the near-term despite potential industry pressures in its end
markets. Moody's expects European automotive production to soften
in the second half of 2010 as inventory replenishment from expired
government-sponsored vehicle scrappage programs has been
fulfilled. In addition, revenues may be constrained by the impact
on consumer spending from European government austerity measures.
Mark IV is anticipated to have adequate liquidity over the next
twelve months, supported by cash balances and availability under
its committed long-term revolving facility. Concurrent with the
Euro note offering, Mark IV will amend and extend the current
$50 million asset based revolving credit facility to November
2015. The facility is expected to be unfunded upon closing with
approximately $13.2 million of issued letters of credit. The new
senior secured Euro Note will not contain any financial
maintenance covenants, while the extended asset based revolver
will have a springing fixed charge coverage test of 1.1:1.0 when
availability falls between certain levels (to be determined).
Alternate liquidity is limited as most of the company's assets
secure the credit facilities and restrictions on additional liens.
Mark IV, LLC, is a diversified manufacturer of engineered systems
and components utilizing, mechanical power transmission, air
admission, and other technologies that serve industrial, and
automotive markets. Pro forma revenues are expected to
approximate $1.2 billion following the sale of the IVHS and LTG
business segments.
MASSEY ENERGY: Idles Kentucky Coal Mine's Operations
----------------------------------------------------
The Wall Street Journal's Matt Whittaker and Kris Maher report
that Massey Energy Co. said Wednesday that it had idled the
Freedom Energy Mine No. 1, a Kentucky coal mine, amid increased
regulatory scrutiny following a deadly mine explosion earlier this
year.
The Journal also relates Massey said Wednesday the decrease in
total production from the shutdown of the Freedom mine is already
incorporated into operating guidance for 2011.
According to the Journal, Jeremy Sussman, an analyst with Brean
Murray, Carret & Co., said the idling "shouldn't have a big impact
on Massey's bottom line whatsoever."
The Journal also relates the idling of the Freedom mine comes as
Central Appalachian production of thermal coal continues to
decline due to rising costs and competition from natural gas for
power generation. The focus of miners and investors is on higher-
quality coal used in steel making, which captures wider margins
and is seeing growing demand around the globe.
The Freedom mine, which is about 160 miles southeast of Lexington,
Kentucky, produces thermal coal used for electricity generation.
According to the Journal, Massey said it will reassign resources
from the Freedom mine to other company facilities. Workers are
either being moved to other Massey locations or remain at Freedom
to recover equipment and materials.
The Freedom mine is one of three Massey-operated mines the U.S.
Mine Safety and Health Administration has listed as having a
pattern of safety violations.
As reported by the Troubled Company Reporter on November 4, 2010,
The Wall Street Journal's Kris Maher said the U.S. Labor
Department filed a preliminary injunction case in U.S. District
Court for the Eastern District of Kentucky to close the Freedom
Mine in Pike County, Kentucky, until safety hazards are addressed.
According to the Journal, federal officials say they issued nearly
2,000 citations between July 2008 and June 2010 for safety
violations at the mine. They also noted that six major roof falls
had occurred since August 2010 at the mine, which employs about
130 miners.
The other two mines listed by MSHA as having a pattern of safety
violations are Upper Big Branch and Ruby Energy, also in West
Virginia.
About Massey Energy
Richmond, Virginia-based based Massey Energy Co. (NYSE: MEE) --
http://www.masseyenergyco.com/-- is the sixth-biggest coal
producer in the U.S. Massey has operations in West Virginia,
Kentucky and Virginia, and is the largest coal company in Central
Appalachia. Total assets were $4.703 billion and total
liabilities were $2.812 billion as of September 30, 2010.
As reported by the Troubled Company Reporter on November 24, 2010,
Massey's Board of Directors has directed the Company to engage in
a formal review of strategic alternatives to enhance shareholder
value. The Board's Strategic Alternatives Review Committee will
advise and report to the Board on this process. The Company has
retained Perella Weinberg Partners LP and Cravath, Swaine & Moore
LLP as financial and legal advisors, respectively, to advise the
committee and the Board in its review.
The Wall Street Journal's Kris Maher reported that the board's
review comes in the wake of an offer from Alpha Natural Resources
Inc. of Abingdon, Va., the nation's fourth largest coal producer,
and several other expressions of interest from coal and steel
miners. According to the Journal, one person familiar with
Alpha's thinking said the company would be comfortable with a bid
of between $47 a share and $50 a share. An Alpha spokesman
declined to comment.
The Journal further said the board is expected to explore interest
from other companies, including Luxembourg-based ArcelorMittal,
the world's biggest steelmaker; Arch Coal Inc. of St. Louis; and
Pittsburgh-based Consol Energy Inc. The board will also discuss a
potential joint venture with Coal India Ltd., which is in talks to
buy stakes in Massey coal mines.
Massey has reported a net loss of $41.4 million for the quarter
ended September 30, 2010. For the first nine months of 2010,
Massey recorded a net loss of $96.5 million.
As reported by the TCR on November 9, 2010, Massey amended its
asset-based revolving credit agreement, which provides for
available borrowings, including letters of credit, of up to $200
million. At any time prior to maturity, Massey may elect to
increase the size of the facility up to $250 million. The
previous credit limit was $175 million, including letters of
credit. The facility's maturity has been extended to May 2015.
Currently under this facility there are $76.4 million of letters
of credit issued and there are no outstanding borrowings.
As reported by the TCR on October 22, 2010, Standard & Poor's
Ratings Services placed its ratings on Massey, including its 'BB-'
corporate credit rating, on CreditWatch with developing
implications. The CreditWatch listing followed press reports
suggesting that Massey is exploring strategic options, including a
sale to another coal producer or a private-equity firm, an
acquisition of another company, or remaining independent.
"The outcome of the strategic alternatives could have a negative
effect on S&P's assessment of the company's overall business and
financial risk profiles, given the potential for a debt financed
acquisition of another coal company or leveraged buyout by a
private equity firm or strategic buyer," said S&P credit analyst
Marie Shmaruk.
Alternatively, S&P said, the company's business and financial risk
profiles could improve if it makes an acquisition that expands the
company's geographic and product diversity or it is acquired by a
stronger entity and any potential transaction is funded in such a
way that results in improved credit measures.
MATTERHORN GROUP: Court Approves Sale to Foster Dairy Farms
-----------------------------------------------------------
The US Bankruptcy Court has authorized the sale of Matterhorn
Group, Inc. to Foster Dairy Farms of Modesto, California. The
assets sold include the company's two processing plants located in
Sacramento, California and Salem, Oregon. The transaction closed
November 24, 2010.
"The Matterhorn Group, Inc. processing plants and product line of
frozen desserts are a great complement to our existing business,"
commented Jeff Foster, CEO and President of Foster Dairy
Farms. "We look forward to building an integrated business that
carries forward our longstanding tradition of quality products
and excellent service."
Foster Dairy Farms is family owned and has been operating in
California since 1941. The company is led by Jeff Foster,
grandson of the founders. Foster Dairy Farms produces fluid
milk, juices, butter, ice cream, cottage cheese, sour cream, and
powdered milk under multiple brands including the Crystal and
Humboldt Creamery dairy brands. The company is looking forward to
expanding its product portfolio to include additional frozen
dessert products.
About Foster Dairy Farms
Foster Dairy Farms is family owned and has been operating in
California since 1941. The company is led by Jeff Foster,
grandson of the founders. Almost seventy years after its
founding, Foster Dairy Farms is still committed to the same
principles that founders Max and Verda were when they started
the business: excellence, honesty, quality, service and people.
Producer of a full line of products including milk, cottage
cheese, sour cream, ice cream, and butter the Dairy
remains committed to animal welfare and environmental
sustainability. Producer of Crystal and Humboldt Creamery brand
dairy products, Foster Dairy Farms is proud of its long history
of providing its customers the freshest, local dairy products
possible
About Deluxe Ice
Boise, Idaho-based Deluxe Ice filed for Chapter 11 bankruptcy
protection on July 26, 2010 (Bankr. E.D. Calif. Case No. 10-
39670), along with Matterhorn Group, Inc. (Case No. 10-39672) and
Vitafreze Frozen Confections, Inc. (Case No. 10-39664). Deluxe
Ice and Vitafreze Frozen each estimated assets and debts at
$10,000,001 to $50,000,000.
On August 3, 2010, the Court ruled that the bankruptcy cases be
jointly administered, with Matterhorn Group as the lead case.
MAXON ENGINEERING: Suit v. Sindicato De Camioneros Dismissed
------------------------------------------------------------
The Hon. Mildred Caban Flores dismisses MAXON ENGINEERING
SERVICES, INC., Plaintiff(s), v. SINDICATO DE CAMIONEROS, INC.,
Defendant(s), (Bankr. D. P.R. Adv. Pro. No. 07-00171). The
Chapter 7 trustee sued to recover certain preferential payments
made to Sindicato de Camioneros on account of a prepetition debt.
On September 29, 2010, Defendant requested the dismissal of the
adversary proceeding alleging that the complaint is time barred
under 11 U.S.C. Sec. 546(a). The Chapter 7 trustee has not
opposed Defendant's motion to dismiss.
A copy of the Court's November 8 Opinion and Order is available at
http://is.gd/i2m56from Leagle.com.
Maxon Engineering Services, Inc., filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R.
Case No. 04-04781) on May 4, 2004. The case was later converted
to a proceeding under Chapter 7 on June 13, 2006, and Noreen
Wiscovitch-Rentas was appointed as trustee on June 14, 2006.
MEDICAL ALARM: Posts $66,800 Net Loss in September 30 Quarter
-------------------------------------------------------------
Medical Alarm Concepts Holding, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $66,793 on $94,633 of
revenue for the three months ended September 30, 2010, compared
with a net loss of $785,481 on $0 revenue for the same period a
year ago.
The Company had an accumulated deficit of $6.68 million at
September 30, 2010, and had an operating loss of $341,768 for the
three months then ended.
The Company's balance sheet at September 30, 2010, showed
$1.69 million in total assets, $4.18 million in total liabilities,
and a stockholders' deficit of $2.49 million.
Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'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 that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7037
Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.
MIS AMIGOS: Velasco et al. May Seek Default Judgment
----------------------------------------------------
In MIGUEL VELASCO, ELIESER SERRANO, NICOLAS VELASCO, individually
and acting in the interest of other current and former employees,
Plaintiffs, v. MIS AMIGOS MEAT MARKET, INC., and URIEL GONZALEZ,
Defendants, (E.D. Calif. Case No.08-0520), the Hon. Edmund F.
Brennan held that if plaintiffs seek default judgment against
defendants, they must notice a motion for default judgment.
Basedin Woodland, California, Mis Amigos Meat Market, Inc., filed
for Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 09-31871)
on June 10, 2009. Judge Christopher M. Klein presided over the
case. Mitchell L. Abdallah, Esq., at Abdallah Law Group, in
Sacramento, served as bankruptcy counsel. The Debtor estimated
$1 million to $10 million in both assets and debts.
On June 8, 2010, the Bankruptcy Court dismissed the Debtor's case
and on July 23, 2010, the case was closed.
On October 25, 2010, plaintiffs filed a status report indicating
that plaintiffs have been unable to locate defendants; noting that
the clerk entered default against both defendants on June 1, 2009;
and requesting that the District Court enter default judgment
against both defendants.
A copy of Judge Brennan's November 9 Order is available at
http://is.gd/i2weOfrom Leagle.com.
MOHEGAN TRIBAL: Moody's Junks Corporate Family Rating From 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Mohegan Tribal Gaming
Authority's Corporate Family and Probability of Default ratings to
Caa2 from B3. All of MTGA's rated long-term debt was also
lowered. These actions conclude the review for possible downgrade
initiated on September 21, 2010. The rating outlook is negative.
Ratings downgraded:
-- Corporate Family Rating to Caa2 from B3
-- Probability of Default Rating to Caa2 from B3
-- $200 mil. 11.5% secured notes due 2017 to B3 (LGD 3, 30%)
from B1 (LGD 3, 30%)
-- $250 mil. 6.125% sr. unsecured notes due 2013 to Caa1 (LGD
3, 38%) from B2 (LGD 3, 37%)
-- $150 mil. 6.875% sr. sub. notes due 2015 to Caa3 (LGD 5,
85%) from Caa2 (LGD 5, 85%)
-- $250 mil. 8% sr. sub. notes due 2012 to Caa3 (LGD 5, 85%)
from Caa2 (LGD 5, 85%)
-- $225 mil. 7.125% sr. sub. notes due 2014 to Caa3 (LGD 5,
85%) from Caa2 (LGD 5, 85%)
-- $16 mil. 8.375% sr. sub. notes due 2011 to Caa3 (LGD 5,
85%) from Caa2 (LGD 5, 85%)
Ratings Rationale
The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts. The
company's $675 million revolver ($527 million outstanding at
September 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012. Combined, these
debt items account for about 50% of MTGA's total debt outstanding.
MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options. Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.
The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue. If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current. The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.
Ratings would likely be lowered if the company's revolver becomes
current or the company pursues a recapitalization that Moody's
considers to be a distressed exchange. An outlook revision to
stable would require that MTGA refinance in a manner that does not
impair any of the existing bondholders, eliminates scheduled debt
maturities through fiscal 2012, and ensures covenant compliance
through that same period. A higher rating, however, would require
a capital structure with significantly lower leverage that Moody's
believes is sustainable over the longer-term.
MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania, known as Mohegan Sun at
Pocono Downs. MTGA generates annual net revenues of about
$1.4 billion.
MURRAY ENERGY: Moody's Assigns 'B3' Rating to $150 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Murray Energy
Corporation's proposed $150 million add-on to its existing
$540 million senior secured notes completed in October 2009 and
April 2010, respectively. With this assignment, the rating on the
existing notes is being lowered to B3 from B2 due to the
incremental increase in senior secured debt, as well as the
absence of junior capital previously proposed. The company
previously proposed to issue $150 million of senior unsecured
notes, rated Caa2, which have now been canceled. Thus, Moody's
withdrew the rating on those proposed notes. All other existing
ratings and the stable outlook remain unchanged.
This summarizes the rating actions:
Murray Energy Corporation
Ratings assigned:
* $150 million proposed senior secured add-on notes, due 2015 --
B3 (LGD3, 45%)
Ratings downgraded:
* 10.25% existing $540 million second lien senior secured notes
due 2015 -- to B3 (LGD3, 45%) from B2
Ratings affirmed:
* Corporate family rating -- B3
* Probability of default rating -- B3
Ratings withdrawn:
* $150 million proposed senior unsecured notes due 2017 -- Caa2
(LGD5, 87%)
* Outlook remains stable.
Ratings Rationale
The B3 CFR continues to reflect high debt leverage, reliance on a
few key coal mines, operating and geologic risk, and the absence
of committed revolving credit. The ratings are supported by long-
standing relationships with highly rated utilities, long-term
sales contracts, low-cost longwall mining methods, freight
advantages associated with water-based transportation and
proximity to customers, and a largely union-free workforce.
The stable rating outlook reflects Murray's highly contracted
sales position for the remainder of 2010 and 2011 and good
liquidity to support operations over the near-term. The outlook
also anticipates that Murray will meet production and tonnage sold
targets, and make planned progress towards completing its
expansion and upgrade projects.
Moody's could consider a positive action if there is permanent
reduction of debt. In addition, the rating or outlook could be
favorably impacted should the company demonstrate sustainable
improvement in production levels and price per ton realizations
while maintaining a favorable cost position.
However, Moody's could downgrade the rating if (i) liquidity
deteriorates meaningfully, (ii) Moody's do not expect funds from
operations to cover maintenance capital expenditures for a
sustainable period, (iii) Murray pursues further leveraging
transactions, (iv) there are adverse developments in the thermal
coal market without adequately priced contracts for the majority
of near-term coal production, or (v) the company faces significant
operational issues.
Murray Energy Corporation is a privately owned coal mining company
which produced approximately 23 million tons in 2009. The company
controls approximately 900 million tons of assigned and unassigned
reserves in Northern Appalachia, Illinois, and Uinta basins.
Revenues for LTM period ended September 30, 2010, were $1 billion.
MURRAY ENERGY: S&P Downgrades Rating on Second-Lien Notes to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Pepper Pike, Ohio-based Murray Energy Corp.'s second-lien
secured notes due 2015 to 'B' (the same as the corporate credit
rating) from 'B+'. The recovery rating on this debt is revised to
'3' from '2', indicating S&P's expectation of meaningful (50%-70%)
recovery for noteholders in the event of a payment default.
"The lower issue-level rating and revised recovery rating reflect
the increased level of second-lien debt following the company's
proposal of a $150 million add-on to its existing $540 million
second-lien secured notes due 2015," said Standard & Poor's credit
analyst Maurice Austin. S&P expects the company to use proceeds
from the add-on for general corporate purposes, including the
expansion of production capacity and preparation plant processing
capacity at certain mining operations.
For the updated recovery analysis, see Standard & Poor's recovery
report on Murray Energy Corp., to be published on RatingsDirect
shortly after this report.
The ratings on Murray Energy (B/Stable/--) reflect what S&P
considers to be the combination of its vulnerable business risk
profile and aggressive financial risk profile. The ratings also
reflect its relatively small size, lack of operating diversity,
customer concentration, and high debt levels. Still, the company
maintains a relatively favorable cost profile, benefits from long-
term contracts, and is expected to maintain adequate liquidity.
Ratings List
Murray Energy Corp.
Corporate Credit Rating B/Stable/--
Ratings Lowered; Recovery Ratings Revised
Murray Energy Corp.
To From
-- ----
Second-Lien Secured Notes Due 2015 B B+
Recovery Rating 3 2
NORTH GENERAL: Liquidation Trust to Administer Assets
-----------------------------------------------------
North General Hospital, et al., submitted to the U.S. Bankruptcy
Court for the southern District of New York 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 for the
creation of a liquidation trust in which the estate assets will be
deposited into. The Plan also provides payment in full of
administration and priority claims. Class 1, secured claims,
consisting of two subclasses, (i) DASNY, who is unsecured, and
(ii) the New York City Water Board. General unsecured claims will
receive pro rata share of proceeds from the Liquidation Trust.
There is no distribution to Class 4, membership interests.
The Debtors are obligated to comply with certain covenants until
the payment in full of the amount due to general unsecured claims.
Under the payments provided for in the Plan will have been paid in
full, the Debtors will comply with these covenants:
a) The Debtors will not make any loan;
b) The Debtors will not create or permit to exist any lien or
encumbrance upon their assets; and
c) The Debtors will not guarantee or otherwise in any way
become responsible for the obligations of any other person,
firm or corporation.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/NorthGeneral_DS.pdf
The Hon. Shelley C. Chapman has adjourned the meeting to consider
adequacy of the Disclosure Statement explaining the Debtors' Plan.
The meeting scheduled for December 1, 2010, will be held on a date
and time hat has yet to be determined.
About North General
New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s. The
Hospital filed for Chapter 11 bankruptcy protection on July 2,
2010 (Bankr. S.D.N.Y. Case No. 10-13553). Charles E. Simpson,
Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the
Company in its restructuring effort. The Company disclosed
$67 million in assets and $293 million in liabilities.
Garfunkel Wild, P.C., is the Company's healthcare counsel.
Alvarez & Marsal is the Company's restructuring consultant.
NORTHPORT NETWORK: Posts $144,800 Net Loss in September 30 Quarter
------------------------------------------------------------------
Northport Network Systems, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $144,793 on $861,061 of revenue
for the three months ended September 30, 2010, compared with a net
loss of $193,924 on $347 of revenue for the same period a year
ago.
The Company has an accumulated deficit of $5.50 million at
September 30, 2010. The Company's total current liabilities
exceed its total current assets by $505,079.
The Company's balance sheet at September 30, 2010, showed
$3.45 million in total assets, $1.02 million in total liabilities,
all current, and stockholders' equity of $2.43 million.
Baker Tilly Hong Kong Limited, in Hong Kong, expressed substantial
doubt about Northport Network Systems, Inc.'s ability to continue
as a gong concern, following the Company's 2009 results. The
independent auditors noted that the Company had a net loss of
$3.82 million, an accumulated deficit of $5.53 million and a
working capital deficiency of $260,834 and used cash in operations
of $633,960.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7032
Seattle, Wash.-based Northport Network Systems, Inc. was
incorporated under the laws of the State of Colorado on July 25,
2000, as Dotcom-netmgmt.com Inc. The name was changed from Dotcom
to Northport Capital Inc. on April 28, 2004. On October 9, 2009,
the Company was re-incorporated in Washington State and changed
its name to Northport Network Systems, Inc.
The Company, through its wholly-owned subsidiary Dalian Beigang
Information Industry Development Company Limited, is principally
engaged in color photo printing business in China.
On June 18, 2010, Dalian Beigang entered into a definitive
agreement with the stockholders of Beijing Xin Lu Zheng Bao Cheng
Education Technology Co. Ltd. ("Lu Zheng") to acquire 65% equity
interest of Lu Zheng for 3,000,000 shares of common stock of the
Company at a fair value of $2,700,000. Lu Zheng is engaged in
professional training services.
NOVELIS INC: Moody's Reviews 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed the ratings of Novelis Inc. (Ba3
corporate family rating) and its subsidiary, Novelis Corporation,
under review for possible downgrade. The review was prompted by
the company's announcement that it intends to restructure its
balance sheet by issuing $4 billion in new debt ($1.5 billion
senior secured term loan and $2.5 billion senior unsecured notes)
with the proceeds being used to refinance approximately
$2.5 billion of existing debt and to fund a dividend of
$1.7 billion to its ultimate parent company, Hindalco Industries
Limited. Should the transaction be completed in the amounts and
facilities proposed, Moody's do not expect the ratings, including
the corporate family rating, to be downgraded by more than one
notch.
The review for downgrade acknowledges that, should the transaction
be completed as proposed, Novelis's leverage profile, as measured
by both debt to EBITDA and debt to capitalization, will weaken
considerably. The review will focus on the final composition of
debt, size of the dividend payment to Hindalco, business outlook
and pro-forma credit metrics, and expectations for Novelis's
financial philosophy, including dividend payments, going forward.
On Review for Possible Downgrade:
Issuer: Novelis Corporation
-- Senior Secured Bank Credit Facility, Placed on Review for
Possible Downgrade, currently Ba1
Issuer: Novelis Inc.
-- Probability of Default Rating, Placed on Review for Possible
Downgrade, currently Ba3
-- Corporate Family Rating, Placed on Review for Possible
Downgrade, currently Ba3
-- Senior Secured Bank Credit Facility, Placed on Review for
Possible Downgrade, currently Ba1
-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently B1
Outlook Actions:
Issuer: Novelis Corporation
-- Outlook, Changed To Rating Under Review From Stable
Issuer: Novelis Inc.
-- Outlook, Changed To Rating Under Review From Stable
Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products, with operations in North and
South America, Europe and Asia. During the 12 months ended
September 30, 2010, Novelis generated approximately $9.6 billion
of revenues and shipped approximately 2.8 million tonnes of rolled
aluminum.
NOVELIS INC: S&P Gives Stable Outlook; Affirms 'B+' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based Novelis Inc. to stable from positive. At the same
time, S&P affirmed its 'B+' long-term corporate credit rating on
the company.
S&P also assigned its 'BB-' issue-level rating, with a '2'
recovery rating, to the company's proposed US$1.5 billion term
loan B. The '2' recovery rating indicates S&P's expectation of
substantial (70%-90%) recovery in the event of default. In
addition, S&P assigned its 'B' issue-level rating, with a recovery
rating of '5', to the company's proposed US$2.5 billion senior
unsecured notes. The '5' recovery rating indicates S&P's view of
modest (10%-30%) recovery in the event of default.
"S&P base its outlook revision on its belief that the proposed
addition of US$1.5 billion of debt will increase the company's
financial risk profile," said Standard & Poor's credit analyst
Donald Marleau. This should result in last 12 months pro forma
adjusted funds from operations to debt of more than 11% and
adjusted debt to EBITDA of about 4x, both of which are consistent
with the 'B' rating category.
The ratings on Novelis reflect S&P's view of the company's large
debt burden, prospects for dividends to its 100% owner Hindalco,
and a high degree of customer concentration. Alleviating these
weaknesses are the company's leading position in the global rolled
aluminum products market, including its dominant position in the
relatively stable beverage can sheet market, long-standing
relationships with key customers, and extensive geographic and
product diversity.
The Novelis ratings also reflect the link to parent Hindalco, for
which S&P views Novelis as a long-term, strategically significant
investment. That said, with the proposed US$1.7 billion dividend,
Hindalco's equity investment is reduced to US$1.8 billion, and
Novelis' debt to capital increases to approximately 90%. Novelis
is a leading producer of rolled aluminum products and uses primary
and recycled aluminum to produce can sheet for sale to beverage
producers and can fabricators; various rolled products for
construction, industrial, and transportation uses; and foil for
packaging. The company has annual capacity to roll approximately
3,000 kilotonnes of primary and recycled aluminum.
The stable outlook reflects what S&P views as fundamental
improvements to Novelis' business, including the elimination of
the can-sheet price ceiling contracts as well as cost reductions
and efficiency improvements, combined with improving demand, which
will likely mean more stable cash flow generation. As a result,
despite the large increase in the company's debt burden, S&P
expects credit metrics will remain adequate for the ratings with
adjusted debt to EBITDA of about 4x and adjusted FFO to debt of
more than 11%. That said, S&P could lower the ratings if weaker
profitability contributed to negative free cash flow (excluding
seasonal and price-related working-capital swings), thereby
increasing the company's debt burden and weakening liquidity. A
positive ratings action in the near term is less likely, as S&P
expects Novelis to maintain its aggressive financial risk profile
as it uses its discretionary cash flow to pay dividends to
Hindalco.
NUTRACEA: Emerges From Chapter 11 Reorganization
------------------------------------------------
NutraCea has emerged from Chapter 11 bankruptcy protection
effective November 30, 2010. As previously announced, NutraCea
filed a voluntary petition under Chapter 11 of the US Bankruptcy
Code on November 10, 2009 in order to restructure its operations
under court supervised protection. On October 27, 2010 the United
States Bankruptcy Court for the District of Arizona entered an
order confirming the First Amended Plan of Reorganization (the
"Plan") proposed jointly by NutraCea and the Official Unsecured
Creditors Committee. The Plan, which provides for full payment of
allowed claims, was overwhelmingly supported by the company's
creditors.
W. John Short, Chairman and CEO commented, "Over the course of the
past year NutraCea has taken full advantage of the opportunities
afforded by Chapter 11 of the US Bankruptcy Code to restructure
our company and reposition our go-forward businesses. As
previously reported, during the past 18 months we sold four non-
core assets and used the proceeds to fund our restructuring, pay
our DIP lender in full and set aside cash for partial repayment of
our unsecured creditors. We have made excellent progress
streamlining overheads, reducing debt and increasing profitable
sales in our core businesses in the areas of SRB, RBO and related
products derived from stabilized rice bran. "
"During that same period, we strengthened our management team with
the additions of Dale Belt as CFO and Colin Garner as SVP- Sales.
We were able to attract John Quinn to join our Board of Directors
as Chairman of the Audit Committee. We engaged BDO Seidman LLP as
our worldwide auditor firm. And we settled shareholder class
action litigation within D&O policy limits."
"In accordance with the terms of the Plan, we will to begin to
make distributions to our creditors by mid-December beginning with
the convenience class claimants. Distributions will continue
periodically as additional non-core assets are monetized and funds
are received from other sources until all allowed claims have been
paid in full."
"We are very pleased to have exited Chapter 11 in just over 12
months. On behalf of our entire senior management team and our
Board of Directors, I want to offer special thanks to everyone who
worked so very hard and supported NutraCea through the
restructuring process. This includes all of our employees and
directors, our customers who supported us with their continued
purchases over the past year, our suppliers who continued to
provide credit to the company through the restructuring process
and our legal and advisory teams who worked along side us through
many long evenings and weekends to help position our company for a
successful exit from Chapter 11."
Mr. Short concluded, "We are very excited about the prospects for
our company as we emerge from Chapter 11. All of us at NutraCea
will be applying even greater energy to take advantage of the
significant opportunities that exist for the future growth and
profitability of NutraCea."
About NutraCea
Phoenix, Arizona-based NutraCea is a world leader in production
and utilization of stabilized rice bran. NutraCea holds many
patents for stabilized rice bran production technology and
proprietary products derived from SRB. NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, normally a waste by-product of
standard rice processing.
Nutracea filed for Chapter 11 bankruptcy protection November 10,
2009 (Bankr. D. Ariz. Case No. 09-28817). S. Cary Forrester,
Esq., at Forrester & Worth, PLLC, represents the Debtor. The
Company estimated assets at $50 million to $100 million and debts
at $10 million to $50 million.
OCEANIA CRUISES: Restated Amendment Won't Affect S&P's 'B+' Rating
------------------------------------------------------------------
U.S.-based cruise line operator Oceania Cruises Inc. amended and
restated its first-lien credit agreement on Nov. 19, 2010,
extending the maturities on portions of its revolving credit
facility and term loan to 2015. S&P stated on Nov. 18, 2010, that
S&P believed ratings for the amended and restated facilities would
not change. Standard & Poor's Ratings Services is assigning
ratings to the extended portions in alignment with that
expectation.
S&P rated the company's $15.5 million extended first-lien
revolving credit facility and $162 million extended first-lien
term loan due 2015 'B+' (one notch higher than the 'B' corporate
credit rating on the company). S&P also assigned this debt a
recovery rating of '2', indicating S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default. The co-borrowers are Oceania's Insignia Vessel
Acquisition LLC, Nautica Acquisition LLC and Regatta Acquisition
LLC subsidiaries.
The corporate credit rating on Oceania is 'B' and the rating
outlook is stable. The 'B' rating incorporates a view of a
consolidated enterprise, including both Seven Seas Cruises S DE
R.L. (operator of the Regent cruise brand) and Oceania Cruises
Inc. as wholly owned subsidiaries of Prestige Cruise Holdings
Inc., a corporation controlled by Apollo Management L.P. Although
management's intention is to operate Oceania and Regent as two
independent brands, and while they are financed separately, S&P
believes that the strategic relationship between the entities
within the context of Apollo's investment in the high-end cruise
line niche warrants S&P's taking a holistic view of the family of
companies.
Ratings List
Oceania Cruises Inc.
Corporate Credit Rating B/Stable/--
New Rating
Insignia Vessel Acquisition LLC
Nautica Acquisition LLC
Regatta Acquisition LLC
$15.5M extended first-lien revolv credit fac due 2015 B+
Recovery Rating 2
$162M extended first-lien term loan due 2015 B+
Recovery Rating 2
OLD MILL: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Old Mill Forestry, LLC
6263 Ingleside Drive
Wilmington, NC 28409
Bankruptcy Case No.: 10-09782
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of North Carolina (Wilson)
Debtor's Counsel: George M. Oliver, Esq.
OLIVER & FRIESEN, PLLC
P.O. Box 1548
New Bern, NC 28563
Tel: (252) 633-1930
Fax: (252) 633-1950
E-mail: efile@oliverandfriesen.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 six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-09782.pdf
The petition was signed by Adam Lisk, member/manager.
Debtor-affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Carol Lynn Properties, LLC 10-01781 03/05/10
ORLANDO FABRICANTE: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Orlando Ruta Fabricante
dba Integral Granite & Marble
dba Preferred Granite in Kitchens Inc.
11418 Oakford Lane
Porter Ranch, CA 91326
Bankruptcy Case No.: 10-24932
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Central District Of California (San Fernando Valley)
Debtor's Counsel: Henry D. Paloci, Esq.
HENRY D PALOCI III, P.A.
2060 Ave De Los Arboles #D
P.O. Box 490
Thousand Oaks, CA 91362
Tel: (239) 229-9599
Fax: (866) 565-6345
E-mail: hpaloci@hotmail.com
Scheduled Assets: $1,990,450
Scheduled Debts: $2,518,797
A list of the Debtor's 23 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24932.pdf
ORLEANS HOMEBUILDERS: Court Confirms Plan of Reorganization
-----------------------------------------------------------
Orleans Homebuilders, Inc. reported that the United States
Bankruptcy Court for the District of Delaware has confirmed the
Company's Modified Second Amended Joint Plan of Reorganization.
The Plan is expected to become effective by year end, at which
time Orleans will emerge from Chapter 11 protection.
Distributions will be made after that time in accordance with the
Plan to satisfy creditor claims.
"We have reached an important milestone that signals Orleans will
be ready to emerge from Chapter 11 protection with strong
operations and less than half of the debt the company had just
nine months ago," stated Mitchell B. Arden, Senior Managing
Director and Shareholder of Phoenix Management, who has been
serving as the Company's Chief Restructuring Officer. "The
success of Orleans' reorganization is a testament to the hard work
of our employees who have continued to build and sell Orleans
homes, the support of our customers who recognize the value and
quality of an Orleans home, the support of our Plan sponsors, who
have shared the vision of Orleans' management team, and the
around-the-clock effort and responsiveness of the Company's
counsel at Cahill Gordon & Reindel LLP. Of course, this could not
have been achieved without the continuing support of our vendors
and contractors, the vast majority of whom have stayed with us
since the filing took place."
Orleans is launching the syndication of its anticipated exit
financing package of approximately $155 million, which consists of
a $30 million revolving credit facility and $125 million
syndicated term loan. Orleans has entered into a commitment
letter for JPMorgan Chase Bank, N.A. to provide the revolving
credit facility, and for JP Morgan Securities LLC to act as sole
lead arranger and bookrunner for the syndication of the term loan.
Orleans anticipates that the new financing, which remains subject
to the negotiation and execution of definitive documentation, will
satisfy the outstanding amounts under the debtor-in-possession
financing facilities and certain other allowed claims, fund
emergence-related disbursements, and provide for the working
capital needs of Orleans after emergence from Chapter 11
protection.
The Company and most of its operating subsidiaries filed voluntary
petitions to commence the Chapter 11 process on March 1, 2010. The
filing did not include certain of the Company's subsidiaries,
including its mortgage services subsidiary, Alambry Funding Inc.,
which provides mortgage brokerage services for customers and
financial institutions, but does not underwrite any customer
mortgages.
Information about the reorganization, including copies of the
Plan, the Court Order confirming the Plan, the Order approving the
agreement related to the exit financing, and links to other Court
filings can be found at www.orleanshomesreorg.com.
About Orleans Homebuilders
Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums. From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers. The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida. The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina. Orleans Homebuilders employs approximately 300 people.
The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684). Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel. Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel. Blank Rome LLP is the Debtor's special corporate
counsel. Garden City Group Inc. is the Debtor's claims and notice
agent. The Company estimated assets and debts at $100 million to
$500 million.
OTC HOLDINGS: Protects Tax Attributes to Help Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, to preclude the loss of tax attributes, Oriental
Trading Co. obtained an order from the bankruptcy judge this week
barring holders of more than 5% of the stock from transferring the
securities before the plan becomes effective. Likewise,
substantial stockholders cannot claim a deduction for worthless
stock for a tax year before the plan becomes effective.
Mr. Rochelle relates that as part of the plan set for approval at
the Dec. 16 confirmation hearing, OTC's business will be
transferred in a taxable transaction that will result in
"significant" gain. To offset the gain and avoid paying income
taxes, the company intends to utilize some of the $400 million in
net tax-loss carryforwards.
Mr. Rochelle notes that there is considerable concentration in
ownership of OTC's stock because an affiliate of Carlyle Group
purchased 68% of OTC in July 2006 from private-equity investor
Brentwood Associates. Brentwood continued to own about 24% of the
equity. If Carlyle were to sell the stock or claim a worthless
stock deduction, the result would be a change in control that
would result in a limitation on the use of tax losses.
The plan gives the new stock, plus cash or a new $200 million
second-lien note, to senior lenders owed $403 million.
About OTC Holdings
Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636). Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010. The Debtors disclosed $463 million in total
assets and $757 million in total liabilities as of the Petition
Date.
Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors. Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel. Jefferies & Company, Inc., is the
Debtors' financial advisor. Protiviti, Inc., is the Debtors'
restructuring consultant. Kurtzman Carson Consultants LLC is the
Debtors' claims agent.
The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.
PALM HARBOR: Seeks Court OK for Cavco-Led Auction for All Assets
----------------------------------------------------------------
Palm Harbor Homes, Inc., et al., intend to sell their assets to
an affiliate of Cavco Industries, Inc., absent higher and better
bids at an auction.
The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the proposed bidding procedures.
Conditions to the Debtors' continued use of the DIP financing
include the pursuit of an expedited sale process. The DIP
facility requires that (a) a motion for authority to sell
substantially all of the Debtors' assets be filed no later than
three business days after the date of the DIP facility, (b) the
Debtors obtain approval of the sale motion on terms acceptable to
the DIP Lender, and (c) the sale contemplated must be close by the
earlier of 60 days after the Court's entry of an order approving
the bid procedures or 135 days after the Petition Date. The
Debtors have negotiated the bid procedures with DIP lender
Fleetwood Homes, Inc. -- an affiliate of Cavco Industries, Inc. --
and the Stalking Horse Purchaser in order to facilitate an auction
process.
The Debtors entered into a stalking horse agreement with Palm
Harbor Homes, Inc., a Delaware corporation, which is an affiliate
of Cavco, wherein the Stalking Horse Bidder will acquire
substantially all of the Debtors' assets, including the Debtors'
stock in (i) CountryPlace Acceptance Corp., and (ii) Standard
Casualty Co. and Standard Ins. Agency, Inc.
Under the Stalking Horse Agreement, the Stalking Horse Purchaser
will pay the Debtors at least $50 million plus the assumption of
certain warranty and other liabilities and executory contracts for
the assets.
To be eligible to participate in the auction, an interested party
must present a bid that is accompanied by a deposit to an interest
bearing escrow account to be identified and established by the
Debtors in an amount that is the lesser of (i) $5 million, or (ii)
10% of the proposed purchase price.
A bid to purchase substantially all of the Debtors' assets must
propose a purchase price equal to the purchase price under the
Stalking Horse Agreement, plus at least (i) $300,000, which is the
initial overbid; (ii) $1,1 million, which is the amount of the
break-up fee to the Stalking Horse Purchaser; and (iii) $250,000,
the amount of the expense reimbursement. The competing
transaction documents will also identify any executor contracts
and unexpired leases of the Debtors that the bidder wishes to have
assumed and assigned to it.
Interested parties must submit their bids by January 18, 2011, at
4:00 p.m. (prevailing Eastern time).
Any overbid after the auction baseline bid will be made in
increments of at least $100,000.
If an auction is conducted, the party with the next highest or
otherwise best qualified bids at the auction, as determined by the
Debtors, in the exercise of their business judgment, will be
required to serve as a backup bidder. The Backup Bidder will be
required to keep its initial bid open and irrevocable until the
earlier of 5:00 p.m. (prevailing Eastern time) on the date that is
20 days after the entry of the sale court order or the closing of
the transaction with the successful bidder.
A copy of the Stalking Horse Agreement and bidding procedures is
available for free at:
http://bankrupt.com/misc/PALM_HARBOR_bidprocedures.pdf
About Palm Harbor
Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes. The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.
Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850). It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.
Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.
Attorneys at Locke Lord Bissell & Liddell LLP and Christopher A.
Ward, Esq., at Polsinelli Shughart PC, represent the Debtors in
the Chapter 11 case. Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer. Raymond James And
Associates, Inc., is the Debtors' investment banker. Alvarez &
Marshal North America, LLC, is the Debtors' financial advisor.
BMC Group, Inc., is the Debtors' claims agent.
PALM HARBOR: Proposes $55-Mil. of DIP Loans from Fleetwood
----------------------------------------------------------
Palm Harbor Homes, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from Fleetwood Homes, Inc.
The DIP Lender has committed to provide a senior secured first
priority debtor-in-possession credit facility, comprised of up to
$50 million in principal amount of a new money loan, which amount
may be increased to $55 million if the parties elect to exercise
an option to increase the principal amount. The Debtors may draw
up to the full amount of the DIP Facility on an interim basis
pending entry of a final DIP financing court order.
A copy of the DIP financing agreement is available for free at:
http://bankrupt.com/misc/PALM_HARBOR_dipfinancingpact.pdf
Christopher A. Ward, Esq., at Polsinelli Shughart PC, explains
that the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.
The DIP facility will mature on (i) April 15, 2011; (ii) the 15th
day after entry of an order approving the sale of all or
substantially all of the Debtors' assets; (iii) the date of the
closing of the sale of all or substantially all of the Debtors'
assets; or (iv) the date on which an Event of Default occurs.
The DIP facility will incur interest at 7% per annum on the Base
Commitment and 12% on the Supplemental Commitment based on a
365/366-day year and actual days elapsed. All interest on the
outstanding principal balance of the DIP Facility will be
calculated monthly and will be payable, at the option of the
Debtors, either: (a) in cash, monthly in arrears on the first
business day of each calendar month; or (b) by the addition of the
amount of interest to the then-outstanding principal amount of the
Loan on the Interest Payment Date; provided that, at maturity or
upon any prepayment of the DIP Facility, all interest then-
outstanding will be payable prior to giving effect to any payment
of principal.
After the occurrence, and during the continuance, of an Event of
Default, the interest rate applicable to the DIP Facility will
bear interest at a rate that is 12% per annum.
For all of the Obligations, the DIP Lender is granted, subject to
the Carve-Out and the Senior Liens, the DIP Facility Superpriority
Claims, which claims will be allowed administrative expenses of
the Debtors' estates that will have priority in payment over any
other indebtedness and obligations now in existence or incurred
hereafter by the Debtors and over all administrative expenses or
charges against property arising in the Debtors' Chapter 11 cases
or any superseding Chapter 7 cases.
As security for the DIP Facility Superpriority Claims, the Debtors
will grant to the DIP Lender valid, binding and enforceable DIP
Facility Liens, mortgages and security interests in all of the
Debtors' presently owned or hereafter acquired property and
assets, whether the property and assets were acquired before or
after the Petition Date, of any kind or nature, whether real or
personal, tangible or intangible, wherever located, and the
proceeds and products thereof.
The Debtors, at their expense, will (a) continue to keep the
collateral fully insured, and (b) pay any and all undisputed pre-
petition and postpetition taxes, assessments and governmental
charges with respect to the collateral.
The Debtors will provide the DIP Lender with: (i) audited
financial statements and balance sheets; (ii) quarterly financial
statements; (iii) monthly financial statements; (iv) Budgets;
(v) weekly statements as to financial condition and other
financial data; and (v) Performance Trigger Reports, all as
specified in the DIP Facility.
The DIP Credit Agreement provides that the DIP Lender will be
permitted to credit bid at a sale of the Debtors' assets in the
amount owing pursuant to the DIP Credit Agreement, including and
up to any amounts owing (if any) in connection with the
supplemental commitment.
Conditions to the Debtors' continued use of the DIP financing
include the pursuit of an expedited sale process. The DIP
facility requires that (a) a motion for authority to sell
substantially all of the Debtors' assets be filed no later than
three business days after the date of the DIP facility, (b) the
Debtors obtain approval of the sale motion on terms acceptable to
the DIP Lender, and (c) the sale contemplated must be close by the
earlier of 60 days after the Court's entry of an order approving
the bid procedures or 135 days after the Petition Date. The
Debtors have negotiated the bid procedures with the DIP Lender and
the stalking horse purchaser in order to facilitate an auction
process.
About Palm Harbor
Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes. The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.
Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850). It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.
Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.
Attorneys at Locke Lord Bissell & Liddell LLP and Christopher A.
Ward, Esq., at Polsinelli Shughart PC, represent the Debtors in
the Chapter 11 case. Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer. Raymond James And
Associates, Inc., is the Debtors' investment banker. Alvarez &
Marshal North America, LLC, is the Debtors' financial advisor.
BMC Group, Inc., is the Debtors' claims agent.
PALM HARBOR: Wants Filing of Schedules Extended Until Jan. 28
-------------------------------------------------------------
Palm Harbor Homes, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the deadline for the filing of
schedules of assets and liabilities and the statements of
financial affairs for each of the Debtors to January 28, 2011.
Because the Debtors have more than the 200 creditors, the deadline
for the filing of schedules is automatically set for December 29,
2010. The Debtors said that due to the size of their business and
the relative complexity of the creditor and vendor relationships
of the Debtors, the Debtors will be unable to complete their
schedules by the current deadline.
Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes. The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.
Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850). It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.
Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.
Attorneys at Locke Lord Bissell & Liddell LLP and Christopher A.
Ward, Esq., at Polsinelli Shughart PC, represent the Debtors in
the Chapter 11 case. Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer. Raymond James And
Associates, Inc., is the Debtors' investment banker. Alvarez &
Marshal North America, LLC, is the Debtors' financial advisor.
BMC Group, Inc., is the Debtors' claims agent.
PAN AMERICAN: BP & Bridas Deal Won't Affect Fitch's Ratings
-----------------------------------------------------------
According to Fitch Ratings, BP Plc's upcoming sale of its 60%
stake in Pan American Energy LLC to Bridas Corporation is unlikely
to adversely affect PAE's ratings. Bridas, which currently owns
the remaining 40% of PAE, is 50% owned by Bridas Energy Holdings
Ltd and 50% by CNOOC International Limited, a wholly owned
subsidiary of CNOOC Limited (rated 'A' by Fitch).
BP announced the sale Sept. 28, 2010, at a value of $7.06 billion
of which $4.9 billion will be financed with equity coming equally
from BEH and CNOOC International, and the remaining $2.1 billion
will be most likely financed with debt at the holding company
level and/or additional contributions from the two parent
companies at Bridas. The acquisition excludes the shares of PAE
E&P Bolivia Limited. The transaction is subject to certain terms
and conditions including, among other things, regulatory approval
and is not due to close until the first half of 2011. For
additional details, see Fitch's press release 'Fitch: No Formal
Obstacles to Potential BP Sale of Pan American Energy' dated July
14, 2010.
The transaction is not expected to impact the operations of PAE as
its management has historically operated on a stand-alone basis.
However, the transaction will be indirectly leveraging as the
potential new debt at Bridas could place a burden on PAE's cash
flow. On a pro forma basis, total consolidated debt including
PAE's and Bridas' could climb to approximately US$4 billion, and
would result in a consolidated debt-to-EBITDA ratio near 2.7 times
and debt to proved reserves of US$2.8 per barrel of oil
equivalent. At present, PAE has a debt to EBITDA ratio near 1.1x
and a debt to proved reserves of US$1.2 per boe. Given that PAE's
current 'BB-' foreign currency Issuer Default Rating has been
constrained by the operating business environment in Argentina,
the new credit metrics will most likely be acceptable for the
current rating level.
Fitch also notes that the majority of PAE's creditors, including
financial institutions as well as bondholders, have in their
contracts a change of control clause that could be triggered upon
closing of the acquisition. Under the change of control provision
included in the bonds indentures, the bondholders can request PAE
to redeem the existing notes at 101% of par value plus accrued
interest. Currently, this seems unlikely given that the notes are
trading above the option exercise price. However, in the event
the option is exercised, the company is expected to finance such
redemption with a combination of cash and debt. As of June 2010,
PAE had a liquidity of US$510 million and a total debt of
$1.7 million that includes 2012 notes for US$250 million, 2021
notes for $500 million, $713 million of loans with IFC, a
$200 million syndicated loan and a $30 million loan from the CAF.
PAE is the second largest producer of oil and gas in Argentina,
accounting for approximately 17% of domestic 2009 production.
Fitch currently rates PAE:
Pan American Energy LLC
-- Foreign currency IDR 'BB-';
-- Local currency IDR 'BB'.
Pan American Energy LLC Argentine Branch:
-- US$250 million, 2012 notes 'BB-';
-- US$500 million, 2021 notes 'BB-';
-- National Scale Rating 'AAA (arg).
PLATINUM ENERGY: Board Names Martin Walrath Acting CEO
------------------------------------------------------
On November 21, 2010, the Board of Directors of the Platinum
Energy Resources appointed Martin Walrath as Acting CEO of the
Company to assume the duties of Mr. Rahmani who is currently on
medical leave. The Board of Directors also appointed Mr. Walrath
as an Executive Vice President of the Company's wholly owned
subsidiary, Maverick Engineering, Inc.
Mr. Walrath has been on the Board of the Company since October 7,
2010 and has been with Triple Five since 1989. Mr. Walrath has
been primarily responsible for the financing activities and
banking relationships of Triple Five. Before joining Triple Five,
Mr. Walrath was Senior Vice President at Mellon Bank. Mr. Walrath
is also Director of Peoples Trust Bank, the largest privately held
financial institution in Canada.
GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009. The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.
The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through September 30, 2010. At
September 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million. The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt. Also, the
Company has negative working capital of $8,168,992. Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture. Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.
Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company. The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories. The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.
PLATINUM STUDIOS: Posts $128,900 Net Loss in September 30 Quarter
-----------------------------------------------------------------
Platinum Studios, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $128,887 on $150,645 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$2.16 million on $66,159 of revenue for the same period of 2009.
The Company's balance sheet as of September 30, 2010, showed
$15.90 million in total assets, $24.48 million in total
liabilities, and a stockholders' deficit of $8.58 million.
HJ Associates & Consultants, LLP, in Salt Lake City, Utah,
expressed substantial doubt about Platinum Studios, Inc.'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 which have resulted in
an accumulated deficit.
A full-text copy of the Form 10-Q is available for free at:
http://researcharchives.com/t/s?7034
Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.
POINT BLANK: Creditors Want Equity Group to Pursue Plan for Firm
----------------------------------------------------------------
Unsecured creditors are pushing for the termination of Point Blank
Solutions Inc.'s exclusive control of its bankruptcy case, arguing
that opening up the proceedings to competing plans could be
beneficial for creditors, Dow Jones' Small Cap reports.
According to the report, Point Blank last week officially launched
an expeditious sale process, saying that executing a transaction
by the year's end was the only way for it to avoid financial
turmoil in the new year. The report relates that creditors, too,
have recognized that the company's chances for engineering a
reorganization plan before its bankruptcy financing runs out have
dwindled.
"At this point, the debtors do not have any reasonable prospects
for filing a viable plan of reorganization prior to expiration of
the [debtor-in-possession] facility, nor have the debtors made
progress in negotiating a plan of reorganization," the committee
representing unsecured creditors said in papers filed with the
U.S. Bankruptcy Court in Wilmington, Del, the report adds.
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.
POINT BLANK: U.S. Gov't Wants Say Over Assignment of Contracts
--------------------------------------------------------------
The U.S. Government, through the Justice Department, objects to
Point Blank Solutions, Inc.'s proposed procedures governing the
sale of substantially all of its assets, and assumption and
assignment of certain contracts. The Justice Department says any
order approving the sale of the Debtors' assets will need to
expressly preserve the United States rights under the Anti-
Assignment Act, 41 U.S.C. Sec. 15, to bar the assumption and
assignment of government contracts absent its consent.
The Debtors have not identified a "stalking horse" bidder for
their assets and seek authority to conduct a December 15, 2010
auction to determine the highest or best offer for the assets.
The Justice Department notes that as to the assumption and
assignment of executory contracts and unexpired leases, the
proposed procedures would require:
(a) the Debtors to identify the amounts due contract
counterparties in a notice to be served within two
business days of a court order approving the Bid
Procedures; and
(b) contract counterparties to object by December 14, 2010,
to the assumption and assignment of its executory
contracts, even though Debtors will not have even
selected the winning bidder, if any, until the next day.
Hence, the proposed Assumption Objection Deadline precedes the
date on which the winning bidder will even be known let alone
whether the winning bidder intends to pay the Cure Costs. Given
the proposed Assumption Objection Deadline, United States agencies
will not have an opportunity to decide whether they will consent
to the assignment of their contracts to the winning bidder.
The Justice Department contends that the need for such consent is
especially acute in these cases as the Debtors' principal
customers for their body armor products are the United States
military and federal law enforcement.
As reported by the Troubled Company Reporter on December 1, 2010,
a hearing was slated Wednesday to consider Point Blank's request
to hold the December 15 auction. A sale is required under the
Debtor's DIP financing facility. Point Blank is proposing that
$14 million be the minimum bid at auction.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the official shareholders' committee for Point Blank
has presented a "fully funded" reorganization plan, a "backstopped
rights offering," and "an alternative $15 million DIP financing
commitment" -- as an alternative to the sale. The Equity
Committee is asking the Court to terminate the Debtor's exclusive
period to propose a plan so shareholders can file their own plan.
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.
PREM MAHARAJ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Prem C. Maharaj
Shobna D. Maharaj
1837 La Fonte Dr.
Brentwood, CA 94513
Bankruptcy Case No.: 10-73655
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Judge: Edward D. Jellen
Debtor's Counsel: Martha J. Simon, Esq.
LAW OFFICES OF MARTHA J. SIMON
155 Montgomery St. #1004
San Francisco, CA 94104
Tel: (415) 434-1888
E-mail: mjsimon@mjsimonlaw.com
Scheduled Assets: $998,851
Scheduled Debts: $1,652,302
A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-73655.pdf
RAFAELLA APPAREL: Cash Crunch Could Cripple Operations
------------------------------------------------------
Rafaella Apparel Group Inc. faces a few crucial weeks ahead as
looming debt maturities and tightening liquidity may hurt its
ability to fund operations beyond mid-December, Dow Jones' Small
Cap reports.
Unless it can secure new financing lines, it may also miss
payments on its bonds maturing in June 2011, the Company and
analysts said, according to the report.
The New York-based designer and wholesaler of women's clothing,
which is owned by private equity firm Cerberus Capital Management,
faces more stringent conditions to access credit lines that
provide working capital starting Dec. 16, which could impair its
operations, it said in a Securities and Exchange Commission filing
on Nov. 15, the report notes.
About Rafaella Apparel Group
New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.
The Company's balance sheet at September 30, 2010, showed
$82.9 million in total assets, $89.3 million in total liabilities,
$61.1 million in redeemable convertible preferred stock, and a
stockholders' deficit of $67.5 million.
As reported in the Troubled Company Reporter on October 18, 2010,
PricewaterhouseCoopers LLP expressed substantial doubt against
the Company's ability as a going concern, following the Company's
results for the fiscal year ended June 30, 2010. The independent
auditors noted that the Company's senior secured notes mature in
June 2011 and the Company does not expect its forecasted cash and
credit availability to be sufficient to meet its debt repayment
obligations under the senior secured notes.
RENAISSANT LAFAYETTE: Condo Buyers Sue to Rescind Contracts
-----------------------------------------------------------
Tom Daykin of the Milwaukee Journal Sentinel reports that buyers
of eight condominium units at troubled Park Lafayette development
on Milwaukee's east side are suing in Bankruptcy Court to rescind
their purchases and have their money returned. The Sentinel says
the condo buyers claim:
-- Renaissant Lafayette LLC, led by Chicago-area developer
Warren Barr, violated their purchase agreements by
building the second tower at Park Lafayette before
obtaining $50 million in sales contracts;
-- Renaissant Lafayette misrepresented the number of condo
buyers by saying in September 2008 that 30% of the
project's 280 units had been sold. But as of May 2009,
only about 15% of the units were under contract, totaling
$18 million in sales for 41 units.
The Sentinel relates that Renaissant Lafayette at that time signed
a forbearance agreement with its lender, Amalgamated Bank.
According to the Sentinel, the suit alleges that the bank promised
to pay for the project's remaining construction costs to get the
condo buyers to close on their purchases, but Amalgamated has not
paid those costs, which has led to construction liens being filed
on the condo units.
In September 2009, Amalgamated filed a foreclosure suit on the
development.
About Renaissant Lafayette
Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette. The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee. So far, 39 units were
sold.
The Company filed for Chapter 11 protection on December 23, 2009
(Bankr. E.D. Wis. Case No. 09-38166). The Company estimated its
assets at $50 million to $100 million and debts at $100 million to
$500 million.
RENAISSANT LAFAYETTE: Dec. 17 Auction Set for Park Condo
--------------------------------------------------------
Tom Daykin of the Milwaukee Journal Sentinel reports that Park
Lafayette, with two 20-story towers at N. Prospect Ave. and E.
Lafayette Place, is being sold through the Bankruptcy Court.
According to the report, lender Amalgamated Bank says it is owed
$102.8 million by Renaissant Lafayette LLC. The bank has proposed
a $55 million "stalking horse bid," designed to prevent lowball
bids for the property. If Amalgamated is the only bidder, it will
take ownership of the property. Otherwise, an auction will be
held on Dec. 17, according to court documents.
About Renaissant Lafayette
Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette. The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee. So far, 39 units were
sold.
The Company filed for Chapter 11 protection on December 23, 2009
(Bankr. E.D. Wis. Case No. 09-38166). The Company estimated its
assets at $50 million to $100 million and debts at $100 million to
$500 million.
RES-CARE INC: S&P Cuts Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered Louisville,
Kentucky-based Res-Care Inc.'s corporate credit rating to 'B+'
from 'BB-', reflecting a weaker financial risk profile as a result
of a proposed LBO by its sponsor, private-equity firm Onex Corp.
At the same time, the issue-level ratings remain on CreditWatch
with negative implications pending the completion of the debt
transaction.
"The ratings on Res-Care reflect its weak business risk profile
due to the company's high susceptibility to state budget cuts with
already-slim profit margins operating in a highly fragmented
market," said Standard & Poor's credit analyst Tahira Wright. Its
aggressive financial risk profile is supported by the company now
being financially sponsored. S&P believes that the proposed added
debt burden will keep lease-adjusted leverage over the next couple
of years between 4.0x to 4.5x versus previous historical levels of
3.3x. These are predominant risk factors despite the company's
successful track record of acquisitive growth, which has allowed
it to expand and diversify its core operations.
RESERVE PRIMARY: Biggest User of Gov't Commercial Paper Facility
----------------------------------------------------------------
Christopher Condon at Bloomberg News reports that Reserve Primary
fund was the biggest user of a government-backed program that
enabled the industry to meet investor withdrawals during the
financial crisis.
According to the report, Reserve Primary sold $19.4 billion in
holdings while it was being liquidated.
The Fed opened the Asset-Backed Commercial Paper Money Market
Mutual Fund Liquidity Facility on Sept. 19, 2008, when prices for
commercial paper plunged following the bankruptcy of investment
bank Lehman Brothers Holdings Inc. and as investors fled money-
market funds that held corporate debt. The AMLF, administered
by the Boston Fed, peaked at $152 billion in purchased assets on
Oct. 1, 2008, and ended Feb. 1, 2010.
The Dodd-Frank financial regulatory overhaul approved by Congress
in July required the Fed to release information about its lending
programs.
About Reserve Primary Fund
Managed by Reserve Management Company, Inc., the Reserve Primary
Fund is a large money market mutual fund that is currently in
liquidation. On September 16, 2008, during the global financial
crisis, it lowered its share price below $1 because of exposure to
Lehman Brothers debt securities. This resulted in demands from
investors to return their funds as the financial crisis mounted.
The Reserve had multiple other funds frozen because of this
failure.
REVLON CONSUMER: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Revlon Consumer Products Corp. to 'B+'
from 'B'. The outlook is stable.
S&P also raised the issue-level rating on the company's senior
secured debt to 'BB-' (one notch higher than the corporate credit
rating) from 'B+'. The recovery rating remains '2'. S&P also
raised the issue-level rating on the company's 9.75% senior notes
to 'B' from 'B-'.
"S&P raised the ratings on Revlon Consumer Products Corp. to
reflect the continued improvements in operating performance,
credit metrics, and its enhanced liquidity profile," said Standard
& Poor's credit analyst Susan Ding.
S&P's ratings on New York, New York-based cosmetics and fragrance
company Revlon Consumer Products Corp. (a wholly owned subsidiary
of Revlon Inc.) reflect S&P's view the company has a vulnerable
business risk profile due to its participation in the intensely
competitive mass-market cosmetics industry and the company's
narrow distribution focus in the U.S. These risks are partially
mitigated by the company's strong brand names and its positive
operating momentum. S&P characterizes Revlon's financial risk
profile as highly leveraged, based on its relatively high leverage
and weak cash flow measures.
Since 2008, Revlon's operating performance and financial measures
improved meaningfully. The company has restructured operations,
improved operating efficiency, and expanded its margins. Its
enhanced financial profile is primarily attributed to sustained
improvements in the company's profitability, positive free cash
flow generation, and stronger credit protection measures. The
company has utilized its cash flows to reduce debt. Although the
company remains relatively highly leveraged, credit protection
measures have improved substantially in the past 12 months due to
stronger operating performance and reduced debt levels. For the
12 months ended September 2010, lease- and pension-adjusted total
debt to EBITDA was about 5.1x, compared with leverage in the 6.0x
area one year ago. The company has maintained leverage below 5.5x
since the Dec. 2009 quarter. EBITDA coverage of interest expense
for the same period was 2.5x. These measures are modestly above
the 'B' rating category medians. EBITDA margins remain strong in
the 22% area. S&P expects the company's credit metrics should
remain close to current levels. S&P expects leverage will remain
in the 5x area for fiscal 2010 and improve to below 5x for fiscal
2011.
Revlon faces significantly larger and financially stronger
competitors with leading market positions, including L'Oreal S.A.
(--/--/A-1+) with its L'Oreal and Maybelline brands, and Procter &
Gamble Co. (AA-/Stable/A-1+) with its Cover Girl and Max Factor
brands. Nevertheless, S&P believes the company has benefited from
its strength in the mass channel, where consumers are trading down
from the department store channel as a result of the weaker
economy.
The outlook is stable. S&P expects that Revlon will maintain its
market shares and continue to improve its operating performance
and generate positive free cash flow. As a result, S&P believes
that the company's credit measures will improve modestly with
further debt reduction and EBITDA expansion. S&P expects the
company to maintain leverage below 5x and the company to maintain
15% to 20% cushion on its financial covenant. S&P could lower the
ratings if margins and EBITDA contract significantly due to
competitive pressures, and leverage increases to more than 5.5x,
and the covenant cushion falls below 10%. On the other hand, if
the company further improves operating performance and credit
metrics, with leverage below 4x, maintains at least 20% covenant
cushion and EBITDA margin in the 20% area, S&P could raise the
ratings. For leverage to decline to 4.0x, EBITDA would increase
43%, assuming debt levels are unchanged.
RICHARD KITCHIN: Liable for Kitchin LLC Debts as Alter Ego
----------------------------------------------------------
The Hon. Magdeline D. Coleman rules that Richard Kitchin may be
held liable for the debts of Kitchin LLC as its alter ego. Judge
Coleman denies Richard and Donna Kitchin's objection to the proof
of claim of the Joan I. Glisson Trust.
The Trust asserts a claim against Mr. Kitchin for $257,047.63
arising from unsatisfied mortgage loan to Kitchin Associates, LLC,
the proceeds of which were used to purchase a property located at
1400 Chester Pike, Sharon Hill, Pennsylvania. The Trust asserts
that Mr. Kitchin is personally liable for Kitchin LLC's loan based
on two theories of liability: (1) participation liability; and (2)
alter-ego liability. The Debtors object to the Claim on the basis
that Mr. Kitchin is not the alter ego of Kitchin LLC and did not
directly participate in the alleged tortious conduct resulting in
the non-payment of the loan, to the extent such conduct even
transpired.
A copy of the Court's November 9 memorandum is available at
http://is.gd/i2sWjfrom Leagle.com.
Based in Wallingford, Pennsylvania, Richard R. Kitchin, Jr., and
Donna Kitchin filed for Chapter 11 bankruptcy (Bankr. E.D. Pa.
Case No. 09-17891) on October 16, 2009. William G. Gardner, Esq.
-- WGardner@UTBF.com -- at Unruh, Turner, Burke & Frees, in West
Chester, Pennsylvania, serves as bankruptcy counsel.
RICKY BUMGARDNER: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ricky Lee Bumgardner
aka Rick Bumgardner
P.O. Box 1210
Sneads Ferry, NC 28460
Bankruptcy Case No.: 10-09785
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of North Carolina (Wilson)
Debtor's Counsel: David J. Haidt, Esq.
AYERS, HAIDT & TRABUCCO, P.A.
P.O. Box 1544
New Bern, NC 28563
Tel: (252) 638-2955
Fax: (252) 638-3293
E-mail: davidhaidt@embarqmail.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 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-09785.pdf
ROMANO CIONNI, SR.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Romano R. Cionni, Sr.
Donna J. Cionni
3712 County Highway 15
Rayland, OH 43943
Bankruptcy Case No.: 10-63941
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Southern District of Ohio (Columbus)
Judge: John E. Hoffman, Jr.
Debtors' Counsel: Thomas McK Hazlett, Esq.
185 W. Main Street
Saint Clairsville, OH 43950
Tel: (740) 695-9202
Fax: (740) 695-9211
E-mail: sandee@hazlettlawoffice.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-63941.pdf
ROSEMARY MEDEL: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rosemary Medel
1840 Pine Drive
La Habra, CA 90631
Bankruptcy Case No.: 10-26872
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Central District Of California (Santa Ana)
Judge: Robert N. Kwan
Debtor's Counsel: Thomas P. Giordano, Esq.
LAW OFFICE OF THOMAS P. GIORDANO
18101 Von Karman Ave. Ste 560
Irvine, CA 92612
Tel: (714) 912-7810
Fax: (714) 912-7860
E-mail: tohmahso@aol.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Debtor's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-26872.pdf
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed and removed the ratings of Seagate
Technology Public Limited Company and its wholly owned
subsidiaries from Rating Watch Negative following the company's
announcement that it terminated discussions relating to a
potential leveraged buyout due to valuation issues. The Rating
Outlook is Stable. Approximately $2.2 billion of total debt is
affected by Fitch's action.
Although Seagate concurrently initiated a plan to 'further
optimize its capital structure to maximize shareholder returns',
Fitch notes the amount of share repurchases, including repurchases
that are debt-financed, is limited by a restricted payments
covenant contained in the indenture of Seagate's 10% senior
secured second-priority notes due April 14, 2014 ($430 million
outstanding). In the absence of early repayment of the second-
priority notes (callable prior to May 1, 2013 at the greater of
101% of par or applicable Treasury rate plus 50 basis points),
Fitch believes the provision limits total cash payments for share
repurchases and other restricted payments to a maximum of
approximately $1 billion in the near term. Assuming $1 billion of
debt-financed share repurchases, Fitch estimates total pro forma
leverage (total debt/operating EBITDA) would increase to 1.2 times
from 0.8x as of Sept. 30, 2010. Fitch believes Seagate has
sufficient incremental debt capacity at the 'BB+' rating to
accommodate the new debt without adversely affecting the rating.
Fitch affirms and removes these ratings from Watch Negative and
assigns a Stable Outlook:
Seagate
-- Issuer Default Rating at 'BB+'.
Seagate HDD Cayman
-- IDR at 'BB+';
-- Senior unsecured debt at 'BB+'.
Seagate Technology International
-- IDR at 'BB+';
-- Secured second lien notes at 'BBB-'.
SEAGATE TECHNOLOGY: S&P Keeps 'BB+' Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it announced that all its
ratings on Seagate Technology and its subsidiaries, including the
'BB+' corporate credit rating, will remain on CreditWatch with
negative implications.
"Despite the termination of going-private discussions, S&P
believes that Seagate has escalated its commitment to maximizing
shareholder value over the short and long term," said Standard &
Poor's credit analyst Lucy Patricola. A more aggressive posture
on shareholder returns may not be consistent with the current
rating, which contemplated a lightly levered and liquid balance
sheet to offset considerable operating variability and technology
risk. While a downgrade to the 'B' category is now unlikely with
the termination of the prospect for a LBO, S&P believes the
company will continue to pursue leveraged efforts to enhance
shareholder value, weakening credit protection metrics over time.
S&P intends to meet with management to evaluate their strategies
with respect to the scope of its plan to optimize its capital
structure. S&P's rating action will contemplate both short- and
long-term financial policies. S&P currently expects that the
corporate credit rating will remain in the 'BB' category.
SHAFI JAMAL: Lenders' Claims Secured by Keisler Eng'g Stock
-----------------------------------------------------------
The Hon. Richard Stair, Jr., rules that, as security for the loans
to American Gear & Transmission, Kelly Lynne Dickens pledged her
interest in the Keisler Engineering stock not only to Mission
Compound LLC but also to the eight defendants/counter-plaintiffs
and the eight defaulted defendants. The Court also finds that
Mission Compound, in its role and capacity as lead lender in the
pari passu structure chosen by the subordinate lenders, holds
possession of the Keisler Engineering stock certificate for the
benefit of each of the 16 Defendants.
According to the Court, the claims of the Defendants/Counter-
Plaintiffs secured by the Keisler Engineering stock are:
John Bracken $279,480.75
James Hall $349,368.40
Dr. R. Glenn Hall $116,466.80
Jordan E. Glazov $182,661.49
Courmont & Wapner Associates $582,270.04
Mission Compound $582,270.04
Kenneth and Ellen Nibali Trust $232,892.16
Fundacion Galvez $116,466.80
The case is SHAFI JAMAL KEISLER KELLY LYNNE DICKENS,
Plaintiffs/Counter-Defendants, v. MISSION COMPOUND, LLC, COURMONT
& WAPNER ASSOCIATES, LLC, DR. R. GLENN HALL, JAMES HALL, JOHN
BRACKEN, JORDAN and SHEILA GLAZOV, THE KENNETH & ELLEN NIBALI
TRUST, and FUNDACION GALVEZ, Defendants/Counter-Plaintiffs.
CLIFFORD JOHNSON, DONALD TARR, EDWARD DRUMMOND, GEORGE KERSHAW,
JOE BROWNLEE, JR., JOHN KERR, PHILLIP YOUNG, and TOM RAYMOND,
Defendants, Adv. Pro. No. 09-3076 (Bankr. E.D. Tenn.).
A copy of Judge Stair's November 4, 2010 Memorandum is available
at http://is.gd/i1PBmfrom Leagle.com.
American Gear & Transmission filed a voluntary petition under the
Bankruptcy Code on September 3, 2008, followed by Shafi Jamal
Keisler and Kelly Lynne Dickens' Chapter 11 bankruptcy filing
(Bankr. E.D. Tenn. Case No. 08-34321) on September 29, 2008.
Michael H. Fitzpatrick, Esq., at Jenkins & Jenkins Attorneys,
PLLC, in Knoxville, Tennessee, serves as the Debtors' bankruptcy
counsel. The Debtors estimated $1 million to $10 million in both
assets and debts.
SITEBRAND.COM INC: Obtains Protection From Creditors Under BIA
--------------------------------------------------------------
Sitebrand Inc has filed a notice of intention (NOI) to make a
proposal to its creditors and has obtained protection from its
creditors under the provisions of the Bankruptcy and Insolvency
Act.
This BIA filing follows a review of the Company's strategic
alternatives, latest revenue projections, and amounts owing and
becoming due to creditors. It was determined by Sitebrand.com's
Board of Directors that as a result of the Company's current
financial situation, seeking protection under the BIA would be in
the best interest of Sitebrand.com and its stakeholders.
Sitebrand.com has secured debt in the amount of approximately
$510,000 owing to the Business Development Bank of Canada and
Caisse Desjardins de Hull, $350,000 of which is due to be repaid
to the BDC on Dec. 23, 2010. While under protection of the BIA,
the Company will continue its efforts to restructure the business,
including the sale of certain assets, the proceeds of which will
be used to repay creditors.
BIA protection stays creditors and others from enforcing rights
and remedies against Sitebrand.com and affords it the opportunity
to prepare a plan for restructuring its financial affairs. By
filing the Notice of Intention, Sitebrand.com obtained a stay of
creditor claims for 30 days, which may be extended by the courts
at certain times.
Sitebrand.com's day-to-day operations will continue uninterrupted
throughout the NOI process while the Company considers the
restructuring and implements a plan of reorganization.
Sitebrand.com's main focus is maintaining the high level of
customer service that it has always delivered, and to provide no
disruption to its services. Sitebrand.com has retained Doyle
Salewski Inc., a licensed trustee, to supervise the operations and
proposal.
Additionally, Sitebrand Inc. announces the departure of Chris
Corman, Sitebrand's President and CEO. Chris will maintain a role
with the Company consulting on specific issues and assisting the
Company through its NOI process. John Eckert, Sitebrand's Board
Chairman, commented "Chris has made valuable contributions to
Sitebrand and the Board will be sorry to see him go. We wish him
all the best in his future endeavours and look forward to
continuing to work with him throughout this NOI process."
About Sitebrand
Sitebrand personalizes the customer experience for leading online
websites across North America with relevant messaging to boost
conversion rates, build visitor loyalty, brand, and grow revenues.
Sitebrand's personalization platform is an innovative, easy to
integrate online marketing solution supported by a seasoned team
of personalization experts. Founded in 2000, Sitebrand serves
nearly 500 million personalized experiences every month. Sitebrand
customers include Smashbox Cosmetics, Kiyonna, James Allen
Jewelers, Roots Canada, and BMO Financial.
SOUTHBELT PROPERTIES: Texas Court Converts Case to Ch. 7
--------------------------------------------------------
The Hon. Letitia Z. Paul held that Southbelt Properties Management
Inc.'s Chapter 11 case should be converted to a case under
Chapter 7 of the Bankruptcy Code. N.P. Apts. Holding Company,
LLC, assignee of Wells Fargo Bank, N.A., sought the Chapter 7
conversion.
Judge Paul noted that the Debtor's primary income-producing asset
has been foreclosed. The Debtor has used cash collateral without
court authority, and failed to comply with the requirements of the
cash collateral order, Judge Paul found. The Debtor has also
failed to timely file operating reports, Judge Paul said. The
Debtor has apparently diverted rent payments to another entity
controlled by Debtor's owner, Judge Paul held.
The Court further said Joe Walters, who signed the Debtor's
petition filing, has failed to keep adequate records, and has
attempted to retroactively construct records to retroactively
justify use of Wells Fargo's cash collateral.
A copy of the Court's Memorandum Opinion, dated November 19, 2010,
is available at http://is.gd/i1OWp
SouthBelt Properties Management, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 10-80254) on
April 29, 2010.
SQUADRON VCD: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Squadron VCD, LLC
20 Squadron Blvd., Suite 570
New City, NY 10956
Bankruptcy Case No.: 10-24446
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Robert D. Drain
Debtor's Counsel: Anne J. Penachio, Esq.
PENACHIO MALARA LLP
235 Main Street, Sixth Floor
White Plains, NY 10601
Tel: (914) 946-2889
Fax: (914) 946-2882
E-mail: apenachio@pmlawllp.com
penachio.anne@gmail.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 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-24446.pdf
The petition was signed by Patsy Morton, member.
STILLWATER MINING: Has Secondary Offering of 37 Million Shares
--------------------------------------------------------------
On November 29, 2010, Stillwater Mining Company announced a
secondary offering of 37,000,000 shares of its common stock by its
majority stockholder, Norimet Limited, pursuant to a shelf
registration statement filed with the Securities and Exchange
Commission.
The selling stockholder has also granted the underwriters of the
common stock offering an option to purchase a maximum of 3,813,222
additional shares of common stock to cover over-allotments, if
any. Concurrently with this offering, the selling stockholder
expects to sell up to 7,840,000 additional shares of the Company's
common stock to UBS Securities LLC or an affiliate thereof in
connection with an offering by UBS AG of its Mandatorily
Exchangeable Notes due 2012. The selling stockholder has also
granted UBS Securities LLC or an affiliate thereof an option to
purchase a maximum of 1,160,000 additional shares of common stock
if the underwriter of the exchangeable notes offering exercises
its over-allotment option in full. If the offerings are
successfully consummated, the selling stockholder's ownership of
outstanding shares of Stillwater's common stock following these
transactions would be less than 10%, or reduced to zero if the
over-allotment option for both offerings is exercised in full.
Stillwater will not receive any proceeds from either transaction.
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC,
UBS Securities LLC and VTB Capital PLC are acting as joint
bookrunning managers for the underwritten public offering of the
common stock. VTB Capital PLC is not a U.S. registered broker-
dealer, and therefore, to the extent that it intends to effect any
sales of shares of the common stock in the United States, it will
do so through one or more U.S. registered broker-dealers, which
may be affiliates of VTB Capital PLC, to the extent required by
applicable U.S. securities laws and regulations. UBS Securities
LLC is the sole bookrunner and underwriter for the exchangeable
notes offering.
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.
STONEWOOD PROPERTIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: Stonewood Properties, LLC
28019 Jefferson
Saint Clair Shores, MI 48081
Bankruptcy Case No.: 10-75829
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Walter Shapero
Debtor's Counsel: Mark H. Shapiro, Esq.
25925 Telegraph Road, Suite 203
Southfield, MI 48033-2518
Tel: (248) 352-4700
Fax: (248) 352-4488
E-mail: shapiro@steinbergshapiro.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-75829.pdf
The petition was signed by Jerry W. Harmon, sole member.
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Eastbrook Properties, LLC 10-75820 11/29/10
Westport Property Management, Ltd. 10-75810 11/29/10
SUNQUEST INFORMATION: Moody's Cuts Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded Sunquest Information Systems,
Inc.'s Corporate Family Rating to B2 from B1 and affirmed the
Company's B2 Probability of Default Rating. Concurrently, Moody's
assigned a Ba3 rating to the new 1st lien credit facilities and a
Caa1 rating to the new 2nd lien credit facility. The $655 million
of the proposed bank credit facilities are being raised in
connection with a dividend recapitalization and partial sale of
ownership interest in the Company to a consortium of new
investors. Under the terms of the proposed financing, Sunquest
will use approximately $630 million of gross proceeds from new
debt issuance and about $38 million of cash on hand to fund a
dividend to existing shareholders, refinance $115 million of
outstanding debt, and pay related fees and expenses. The new
investor group led by Huntsman Gay Global Capital LLC will
contribute about $208 million in new equity to acquire
approximately 51% equity interest in the Company from existing
shareholders, which reflects an implied valuation of 10.3 times.
The ratings outlook is stable.
Moody's has taken these rating actions:
Downgrades:
Issuer: Sunquest Information Systems, Inc.
-- Corporate Family Rating, Downgraded to B2 from B1
Assignments:
Issuer: Sunquest Information Systems, Inc.
-- $25 million Senior 1st Lien Secured Revolving Credit Facility
Due 2015, Assigned Ba3, LGD2 - 29%
-- $385 million Senior 1st Lien Secured Term Loan Facility Due
2017, Assigned Ba3, LGD2 - 29%
-- $245 million Senior 2nd Lien Secured Term Loan Facility Due
2018, Assigned Caa1, LGD5 - 84%
-- Outlook - Stable
Ratings Rationale
The downgrade of Sunquest's Corporate Family Rating to B2 reflects
the significant increase in leverage to 6.8x (incorporating
Moody's standard analytical adjustments) at the close of the
dividend recapitalization as well as the high financial risk
tolerance and shareholder orientation of the Company's financial
sponsors. Sunquest's B2 rating additionally reflects the
Company's modest operating scale and the lack of revenue diversity
due to its product concentration in the laboratory information
systems market. However, Sunquest's high business and financial
risk are partially mitigated by the Company's good market position
in the niche laboratory information systems segment, its large
recurring maintenance revenues with high renewal rates, stable
customer base, the Company's strong EBITDA margins and good EBITDA
conversion to free cash flow. As a result, while Sunquest is
weakly positioned in the B2 Corporate Family Rating category, the
Company's prospective ability to reduce debt using its free cash
flows strongly underpins its B2 rating. The debt ratings are
additionally supported by the sizeable equity component in the
Company's capital structure as evidenced by the implied valuation
in the proposed sale of 51% of Sunquest's equity.
Moody's notes that Sunquest's high leverage will require the
Company to sustain strong EBITDA margins and good revenue growth
to generate sufficient free cash flow to reduce debt. The rating
additionally considers the high execution risk of maintaining
revenue growth in mid single-digit rates, particularly as the
growth in outer years is partially dependent on exploitation of
new revenue opportunities in automating laboratory diagnostic
workflows, patient safety, and extending LIS to hospitals
physician/patient outreach programs, while maintaining existing
market share in a highly competitive market for laboratory
information systems.
The stable ratings outlook reflects Moody's expectations that
Sunquest will prioritize deleveraging over the next couple of
years such that debt-to-EBITDA leverage (Moody's adjusted) would
decline to 5.5x by the end of Company's fiscal year 2012 through a
combination of EBITDA growth and reduction of debt from free cash
flows.
Given Sunquest's weak credit metrics subsequent to the proposed
dividend recapitalization and its track record of shareholder-
oriented fiscal policies, Moody's does not anticipate upward
movement in the Corporate Family Rating in the intermediate term.
Nonetheless, Moody's could consider upgrading Sunquest's rating if
the Company generates robust revenue and cash flow growth and if
it demonstrates the ability to sustain debt-to-EBITDA leverage of
less than 3.0x, incorporating the potential for shareholder
distributions and debt-financed acquisitions.
Conversely, Sunquest's rating could be downgraded if the Company's
operating performance falls short of expectations and its debt-to-
EBITDA leverage (Moody's adjusted) remains above 5.5x by the end
of fiscal year 2012. Downward rating could also develop if the
Company unexpectedly loses market share, its liquidity
deteriorates, or its free cash flow declines below 2%-to-3% of
total adjusted debt. Additional downgrade triggers include
material debt-financed acquisitions or shareholder returns which
could delay anticipated deleveraging.
The last rating action on Sunquest was on September 24, 2007, when
Moody's assigned a B1 Corporate Family rating and B1 rating for
first lien bank credit facilities as first time ratings to
Sunquest's predecessor, Misys Hospital Systems, Inc., d/b/a Misys
Diagnostic Systems, Inc.
The principal methodologies used in this rating were Global
Software Industry published in May 2009, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
SWIFT CORP: S&P Puts 'B-' Rating on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
'B-' corporate credit rating and other long-term ratings on Swift
Corp. on CreditWatch Positive. At the same time, S&P assigned
'BB-' preliminary issue-level rating to Swift Transportation Co.
LLC's proposed $1.45 billion senior secured facilities with a
preliminary recovery rating of '1', indicating S&P's expectations
that lenders would receive very high (90%-100%) recovery of
principal in a payment default scenario. S&P also assigned 'B-'
preliminary issue-level rating to Swift Services Holdings Inc.'s
proposed $500 million senior secured second-lien notes due 2018,
with a preliminary recovery rating of '5', indicating S&P's
expectations that lenders would receive modest (10%-30%) recovery
of principal in a payment default scenario. S&P based all ratings
on preliminary offering statements, and they are subject to review
of final documentation.
"The rating action reflects the potential improvement in Swift's
financial profile as a result of stronger cash flow adequacy
measures and improved capital structure following the debt
refinancing and application of equity proceeds," said Standard &
Poor's credit analyst Anita Ogbara. "Following the proposed
transactions, S&P expects the credit measures to benefit from
lower interest expense and substantial debt reduction."
The ratings on Swift reflect its participation in the highly
fragmented, cyclical, and capital-intensive truckload trucking
segment and the company's highly leveraged financial profile. The
company's position as one of the largest TL carriers in the U.S.
and growing positions in the intermodal and dedicated trucking
businesses somewhat offset these factors. S&P characterizes the
company's business profile as weak, financial profile as highly
leveraged, and liquidity as adequate.
"If the recapitalization is completed substantially as proposed,
S&P expects to raise the corporate credit rating at least one
notch to 'B'," Ms. Ogbara added. "If substantially all of the
notes are tendered, S&P expects to withdraw ratings on the
company's existing note issues."
TEMPE LAND: Ch. 7 Trustee Can Pay Ch. 11 Admin. Expenses
--------------------------------------------------------
The Hon. James M. Marlar granted Dale D. Ulrich, the Chapter 7
trustee of Tempe Land Company LLC, permission to pay certain
administrative expenses of the prior Chapter 11 estate to Magellan
Real Estate Investment, LLC. ML Manager, LLC -- as Manager for
Centerpoint I Loan LLC and Centerpoint II Loan LLC and as Agent
for the Pass-through Investors -- objected, raising numerous
arguments based on alleged factual improprieties. The Court,
however, noted that ML Manager has presented no affidavit,
evidence or anything remotely related to a clarification or proper
accounting for its objection.
A copy of the Court's Nov. 24 memorandum opinion is available at
http://is.gd/i1HcZfrom Leagle.com.
Headquartered in Tempe, Arizona, Tempe Land Company LLC was a
condominium developer. The Company filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 08-17587) on December 5,
2008. David WM Engelman, Esq., at Engelman Berger, P.C.,
represented the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated both
assets and debts to be between $100 million and $500 million. The
case was converted to a Chapter 7 liquidation in 2009 and Dale D.
Ulrich was appointed Chapter 7 trustee.
TRANSALTA CORPORATION: Moody's Affirms 'Ba1' Preferred Rating
-------------------------------------------------------------
Moody's Investors Service announced that it affirmed TransAlta
Corporation's Baa2 senior unsecured, (P)Baa2 senior unsecured
shelf and (P)Ba1 preferred shelf ratings. TransAlta's rating
outlook was revised to negative from stable. The negative outlook
reflects Moody's concern that TransAlta's financial profile, which
was weakened by the 2009 acquisition of Canadian Hydro Developers,
may not strengthen to a level consistent with its Baa2 rating
within the next 12 to 18 months.
TransAlta's recent financial metrics are weaker than Moody's had
expected, due to a combination of low power prices, poor wind
conditions in Q1 2010, and weak results from proprietary trading
activities. Allan McLean, Vice President / Senior Credit Officer
with Moody's Investors Service, stated that "When TransAlta's
ratings were confirmed in November 2009 following the acquisition
of KHD, Moody's expected 2011 cash flow interest coverage to be in
the high 4x range and CFO pre-WC to Debt to be approximately 25%.
However, Moody's now expects TransAlta's 2011 financial metrics to
be considerably weaker with cash flow interest coverage of
approximately 4x and CFO pre-WC to Debt of approximately 20% which
Moody's consider to be more consistent with a Baa3 under Moody's
Unregulated Utilities and Power Companies rating grid."
TransAlta has taken a number of steps to offset the pressure on
cash flow, for example through a focus on reducing operating
expenses and the issuance of additional equity through the
Dividend Reinvestment and Share Purchase Plan. Moody's also notes
that management has relaxed its target credit metric ranges and,
for example, will now target cash flow to debt in the range of 20-
25% instead of the previous strategy of maintaining a minimum of
25%. While management expects the company's financial metrics to
recover to levels consistent with its Baa2 rating, Moody's is not
confident that this recovery can be achieved within the next 12 to
18 months. Management's expectation of improved financial
performance is based on a combination of modestly stronger power
markets, further permanent reductions in operating expenses,
substantially lower capital expenditures in future periods and a
recovery in the gross margin from its energy trading activities.
Moody's have a cautious view on the likelihood that these factors
will occur to the degree necessary to strengthen TransAlta's
financial profile within the 12 to 18 month horizon of Moody's
negative outlook.
The Baa2 rating reflects the inherent risks in TransAlta's
wholesale power generation and proprietary trading business model
which the company manages through its conservative hedging
strategy. The foundation of TransAlta's hedging strategy is the
combination of long term contracts and the Alberta Power Purchase
Arrangements which results in an average of approximately 75% of
total capacity being contracted over the next seven years. In
addition, the company uses a rolling four year hedging program,
and almost 90% of expected power production in 2011 is either
contracted or hedged. The high proportion of contracted capacity,
as well as the long residual tenors of contracts and the highly
creditworthy nature of the Alberta PPA and LTC counterparties,
increases cash flow predictability and reduces TransAlta's
exposure to market prices. In contrast, unregulated generators in
TransAlta's investment grade peer group typically maintain a
three-year rolling hedge program and have a much greater exposure
to low market power prices as existing hedges mature.
TransAlta's rating could be negatively impacted by one or more of
these factors: the failure to achieve a sustainable improvement in
financial metrics such as cash flow interest coverage of
approximately 4.5x and CFO pre-WC/Debt above 21% within the next
12 to 18 months; a material reduction in the level and duration of
contractedness, for instance as a result of a material acquisition
of merchant assets; and a significant expansion of or increase in
the risk profile of its proprietary trading activities.
TransAlta's rating could be stabilized at the Baa2 level if the
company can demonstrate that it can achieve cash flow interest
coverage of approximately 4.5x and CFO pre-WC/Debt above 21% on a
consistent basis going forward.
The last rating action occurred on November 5, 2009, when
TransAlta's ratings were confirmed following the acquisition of
Canadian Hydro Developers.
TransAlta Corporation is a wholesale power and energy marketing
company headquarter in Calgary, Alberta.
TRICO MARINE: MARAD Objects to Asset Sale Procedures
----------------------------------------------------
The United States Maritime Administration (MARAD) filed with the
U.S. Bankruptcy Court an objection to Trico Marine Services'
motion for an order approving sale procedures to be utilized in
connection with the sale of any remaining operating assets for
which the estates are required to expend cash to operate,
including seven vessels and any vessel-related inventory.
According to MARAD, "The draft of the proposed order does not take
into consideration that MARAD's regulatory approval is required
for any sale to an entity which is not a United States citizen;
and 2) the draft of the proposed order does not treat, indeed does
not even mention, MARAD's first preferred fleet mortgage within
the meaning of 46 USC 31322 which it holds on the vessels, Spirit
River and Hondo River and therefore, appears improperly to grant
priority of payment to a sales brokerage fee and the unspecified
costs of the sale."
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.
TURCHAN TECHNOLOGIES: IRS May Continue Collection Activities
------------------------------------------------------------
The Hon. Thomas J. Tucker denied Turchan Technologies Group,
Inc.'s motion for injunctive relief enjoining the Internal Revenue
Service from engaging in collection activities.
Judge Tucker found that Turchan Technologies has failed to make
all of the payments into the escrow accounts that were required by
the order confirming its Plan. Each failure by Turchan to make a
required monthly escrow payment, beginning with its failure to pay
$10,000 of the $20,000 sue on August 1, 2010, constituted a
"failure of the Debtor" to make [a] required payment due on any
administrative, priority, or general unsecured claim of the IRS"
within the meaning of the Plan. It also constituted a "failure of
the Debtor to make any payment due on a secured or priority tax
claim" within the meaning of the Confirmation Order. The phrases
"payment due on" any claim of the IRS in the Order Confirming Plan
include the "[p]ayments toward the IRS Claim" in the form of the
escrow payments required by the Confirmation Order.
According to Judge Tucker, the conduct by the IRS against which
the Motion seeks injunctive relief, including the IRS's service of
notices of levy to Bank of America and Turchan's customers who owe
Turchan money on account, was and is permitted by the Confirmation
Order.
The case is TURCHAN TECHNOLOGIES GROUP, INC., Plaintiff(s), v.
INTERNAL REVENUE SERVICE, Defendant(s), Adv. Pro. No. 10-4315
(Bankr. E.D. Mich.), and a copy of the Court's Memorandum Opinion,
dated November 23, 2010, is available at http://is.gd/i1ezRfrom
Leagle.com.
Turchan Technologies Group, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Mich. 09-67671) on September 4, 2009.
VALLEJO, CA: City Council Approves 5-Year Financial Plan
--------------------------------------------------------
Jim Christie, writing for Reuters, reports that the city council
of Vallejo unanimously approved a financial plan late on Tuesday
to exit its bankruptcy.
Vallejo's five-year plan tackles $195 million in unfunded pension
obligations, creates a rainy-day fund, lowers benefits for new
city workers and reduces payments toward retired employees' health
care.
According to Reuters, Howard Cure, director of municipal research
at Evercore Wealth Management, said the plan may in coming weeks
go before the judge hearing Vallejo's bankruptcy case, who will
scrutinize its details, including how it proposes paying the
city's bondholders.
Citing Vallejo Times Herald staff writer Jessica A. York, The
Troubled Company Reporter reported November 25, 2010, that
Vallejo's bankruptcy attorney Marc Levinson, Esq., said the budget
strategy will be used to justify paying only about 5 or 10 cents
on the dollar to creditors. According to Times Herald, although
the actual amount Vallejo owes has yet to be nailed down, Mr.
Levinson said it may be roughly $50 million. According to a draft
of the plan released mid-November, for unsecured creditors -- like
city employees whose contracts were bent or thrown out -- there is
only $5 million from which to draw.
As reported by the TCR on November 19, 2010, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, said the city manager of
Vallejo gave the city council a five-year budget to form the basis
for a plan for concluding the city's Chapter 9 municipal
reorganization. According to the Bloomberg report, the budget
would defer principal payments on debt until 2013, when payments
would begin on a reduced level. The manager also wants city
workers to increase contributions to their health plan and reduce
benefits for future workers. The budget was under discussion with
creditors and unions.
About City of Vallejo
Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States. As of the 2000 census,
the city had a total population of 116,760. It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay. It
was named for General Mariano Guadalupe Vallejo.
Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide. Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City. The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition. According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.
TYLER MOON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tyler Moon Properties, Ltd.
P.O. Box 118
Celina, TX 75009
Bankruptcy Case No.: 10-44084
Chapter 11 Petition Date: November 29, 2010
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Joyce W. Lindauer, Esq.
8140 Walnut Hill Lane, Suite 301
Dallas, TX 75231
Tel: (972) 503-4033
Fax: (972) 503-4034
E-mail: courts@joycelindauer.com
Scheduled Assets: $1,643,530
Scheduled Debts: $594,914
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Michael Arnold, president.
Debtor-affiliates that filed separate Chapter 11 petitions:
Petition
Debtor Case No. Date
------ -------- ----
Arnold Stone, Inc. 10-44077 11/29/10
Michael Reid Properties, Ltd. 10-44081 11/29/10
Mandy Ann Management, Ltd. 10-44082 11/29/10
VECTOR GROUP: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's assigned a B2 corporate family and probability of default
rating to Vector Group Ltd. Moody's also assigned a B1 rating to
the company's existing $325 million senior secured notes due 2015,
a B1 to its proposed offering of $75 million senior secured notes
due 2015 and a Speculative Grade Liquidity rating of SGL-2. The
outlook is stable. This is a first-time rating.
Rating Rationale
Vector's B2 corporate family rating and stable outlook reflect its
relatively small scale and limited pricing flexibility in the
highly regulated, competitive, secularly declining domestic
cigarette business. The ratings are also constrained by Vector's
high leverage, negative free cash flow after dividend payments as
well as the ongoing threat of adverse tobacco litigation.
Vector's ratings are supported by its sustainable MSA cost
advantage, its track record of growing retail distribution, market
share and unit volumes of its deep discount Pyramid brand while
maintaining acceptable profitability metrics. Vector's real
estate investments are conservatively managed and provide an
additional, albeit potentially volatile, source of earnings
diversification and cash flow with controllable capital
requirements.
"While Vector's Pyramid brand generated impressive volume growth
in 2010 as consumers traded down to deep discount brands,
operating profitability is well below historic margins and the
company continues to maintain a dividend payout that is
significantly in excess of its cash flow from operations," says
Moody's Vice President and Senior Credit Officer Janice Hofferber.
The B1 rating of the senior secured notes reflects the higher
proportion of unguaranteed, unsecured convertible debt in the
company's capital structure. Vector's Speculative Grade Liquidity
rating of SGL-2 reflects its good liquidity profile supported by
the holding company's significant cash balances, minimal capital
requirements of its subsidiaries, good covenant cushion in its
secured bank facility and lack of near-term debt maturities offset
by its very high dividend payments and heavy usage under its bank
facility.
To revise Vector's long-term rating outlook to positive, Moody's
would need to conclude that the risk stemming from existing and
other potential litigation had further diminished. In addition,
Vector's profitability and credit metrics would need to improve
with no adverse impact on volume growth and market share such that
EBITA margins were sustained above 30% and its Debt/Ebitda ratio
was less than 4.0 times.
Any unexpected material increase in overall legal risk, tied to a
significantly adverse court ruling, could place downward pressure
on Vector's ratings and outlook. In this regard, Moody's would be
mindful of the impact on the company's debt service capabilities.
Moody's ratings will also be sensitive in the long-run to pricing
flexibility trends, anti-tobacco legislation and growth prospects
for the domestic cigarette industry.
Vector's rating outlook could be revised to negative if its EBITA
margins were sustained below 20% and its Debt/Ebita exceeded 5.0
times.
Ratings assigned to Vector Group Ltd. Include these:
* Corporate family rating of B2;
* Probability of default rating of B2;
* $400 million senior secured notes due 2015 at B1 (LGD 3, 33%);
and
* Speculative Grade Liquidity Rating of SGL-2.
The outlook is stable.
Headquartered in Miami, Florida, Vector Group Ltd. (NYSE: VGR) is
a holding company, controlling 100% of Liggett Group, a domestic
tobacco manufacturer; 100% of Vector Tobacco, a research company
relating to reduced risk cigarette products; 100% of New Valley,
which holds various real estate properties in California, New York
and Italy as well as a 50% equity interest in Douglas Elliman
Realty, the largest operator of residential real estate brokerage
in the New York City metropolitan area. Liggett's cigarette
market share (in units) is approximately 3.4% as of September 2010
making it the 4th or 5th domestic manufacturer by volume. The
company's largest discount cigarette brands include Pyramid, Grand
Prix, Liggett Select and Eve, as well as a number of private label
and partner brands produced for certain convenience store retail
customers, including Tourney, Bronson, Silver Eagle and Montego.
Revenue for the last twelve month ended September 30, 2010, were
approximately $505 million (excluding excise taxes of
$518 million).
VECTOR GROUP: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Miami, Florida-based Vector Group Ltd.
At the same time, S&P assigned a 'B+' issue-level rating (one
notch above the corporate credit rating) to Vector Group's
existing $325 million senior secured notes maturing in 2015, and
$75 million add-on. S&P assigned a '2' recovery rating to these
notes, indicating S&P's expectation for substantial (70%-90%)
recovery in the event of a payment default. The outlook is
stable.
"The 'B' corporate credit rating reflects S&P's opinion that
Vector Group has a highly leveraged financial profile as a result
of its leveraged balance sheet, pro forma for the proposed add-on
debt offering, and aggressive financial policy," said Standard &
Poor's credit analyst Mark Salierno. S&P views the company's
business risk profile as weak, reflecting its participation in the
intensively competitive discount segment within the declining
cigarette industry, significant litigation risk inherent to U.S.
tobacco manufacturers, and lack of geographic diversification.
The company's ownership of New Valley LLC, which owns 50% of
Douglas Elliman Realty and other real estate investments, provides
some business diversification.
S&P believes that the company has an aggressive financial policy,
as demonstrated by the high level of dividends relative to the
company's cash flow generation. S&P expects dividends to exceed
operating cash flow over the next several years. S&P estimates
pro forma adjusted debt to EBITDA (including the unamortized
discount on the company's convertible notes, which S&P treats as
debt) will total about 4.7x at the close of the transaction,
compared with leverage of about 4.2x for the 12 months ended
Sept. 30, 2010. S&P also estimates pro forma funds from
operations to total debt to be weak at about 6%. S&P believes
that credit protection measures will remain close to current
levels, including leverage in the 4.5x area, over the next year
given its dividend policy. S&P believes the company could reduce
leverage closer to 4x by the end of 2011 if the company is
successful at growing volumes and overall market share, and EBITDA
increases by 15% or more, assuming debt levels remain at current
levels.
The stable outlook reflects S&P's opinion that the company will
maintain credit protection measures close to current levels over
the next year. S&P could lower the ratings in the event the
company's investment in its Pyramid brand meaningfully
underperforms expectations and financial covenants become tighter
than currently expected, which could restrict Liggett's access to
its revolving credit facility, and also limit the company's
ability to incur additional debt. S&P believes this could occur
if expected volume growth does not materialize or if recent trends
reverse after the company reduces its investment in Pyramid. S&P
believes the confluence of these factors could result in a
slowdown in sales, adjusted EBITDA margins falling below 30% and
rising leverage exceeding 5x. Alternatively, S&P would consider
raising the ratings if the company continues to successfully
increase market share and drive volume growth in a declining
industry, while maintaining stable operating margins and
generating positive discretionary cash flows (after dividends),
all of which would likely lead to an improvement in its credit
measures, including an adjusted debt to EBITDA ratio improving to
4x or below.
VITRO SAB: To Vote US$1.9 Billion of Loans to Win Debt Offer
------------------------------------------------------------
Thomas Black at Bloomberg reports that Vitro, S.A.B. de C.V. plans
to ensure creditors approve a debt-restructuring offer by voting
US$1.9 billion of its intercompany loans in favor of the deal.
The majority of the US$1.9 billion of loans among Vitro's
subsidiaries was created in December 2009 after the company
defaulted on its debt and counts toward the debt restructuring
under Mexican bankruptcy law, Alejandro Sanchez, Vitro's legal
director, told Bloomberg in an interview. "This debt is obviously
properly based," the report quoted Mr. Sanchez as saying.
"Mexican law allows intercompany debt to be voted in bankruptcy
proceedings," he added.
According to Bloomberg, Vitro SAB said it will take its final debt
offer to Mexican bankruptcy court after a December 7 deadline for
bondholders to participate. The company said then it has the
required majority support of creditors to implement the plan, the
report notes.
Vitro SAB, Bloomberg says, is offering US$850 million of new bonds
that mature in 2019 and US$100 million of debt convertible to
shares in exchange for US$1.5 billion of total debt in default.
The company will pay an incentive of US$75 million to creditors
that accept the offer, the report adds.
Vitro SAB hired U.S. law firm Haynes & Boone LLP to handle
creditors' votes.
Bloomberg says that bondholders will challenge the use of
intercompany loans in the offer and Mexican bankruptcy, said
Thomas Lauria, a partner at White & Case LLP in Miami, who
represents holders of about US$650 million of bonds. There's
never been a contested bankruptcy case that involves third-party
debt, the report notes.
Creditors holding at least US$750 million of the bonds have said
they will vote against the restructuring offer, which makes it
unlikely Vitro will get a majority of third-party debt, Bloomberg
says. Bondholders filed involuntary Chapter 11 petitions on
Nov. 17 in a Texas court against 15 Vitro units in the U.S. and
that case will proceed outside of Mexican bankruptcy proceedings,
Bloomberg adds.
About Vitro SAB
Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.
Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund,
Inc., Davidson Kempner Distressed Opportunities Fund LP, and
Brookville Horizons Fund, L.P., commenced involuntary bankruptcy
cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro
Asset Corp. -- aka American Asset Holding Corp., Imperial Arts
Corp., VK Corp., and Oriental Glass, Inc. -- on November 17, 2010
(Bankr. N.D. Tex. Case No. 10-47470).
Affiliates Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex.
Case No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto
Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings,
LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485) are also subject to
involuntary petitions by the petitioning creditors.
VITRO SAB: U.S. Court Denies Motion to Stop Exchange Offer
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Russell F. Nelms in Fort Worth,
Texas, denied a motion by dissident bondholders -- holders of
$75 million in bonds that filed involuntary Chapter 11 petitions
for Vitro SAB's U.S. units -- that would have would have precluded
Vitro from going ahead with its offer to exchange $1.2 billion of
bonds.
The dissident bondholders sought an order enjoining Vitro's U.S.
companies from being part of the exchange offer or any bankruptcy
by the parent in Mexico. The bondholders argued that the
bankruptcy court must insure that the value of the U.S. businesses
isn't diminished or assets transferred outside the country.
The U.S. Bankruptcy Court has yet to rule on a separate motion by
bondholders seeking to compel Vitro to turn over documents and
produce witnesses to be examined under oath. The U.S. Vitro
companies responded that it is improper to use the involuntary
petition as an excuse for taking discovery relating to the
exchange offer.
The U.S. companies say they won't be a party to the concurso
mercantile that Vitro SAB will file in a court in Mexico to
implement the exchange offer after creditors have tendered their
bonds and other debt.
About Vitro SAB
Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.
Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders. The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States. Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer is to expire December 7.
Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.
Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.
A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer. The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro. The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.
The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).
WADE STOUT WILLIAMS: Disclosure Statement Hearing on Dec. 15
------------------------------------------------------------
A hearing on the approval of the Disclosure Statement explaining
Wade Stout Williams and PAC Outsourcing, LLC's Amended Joint Plan
of Reorganization is set for December 15, 2010.
The Hon. Wendelin I. Lipp has signed a stipulation in which the
Debtors agreed to extend Cresta Miller and PAC Services, LLC's
deadline to object to the Disclosure Statement until December 10.
Objections were originally due November 23.
A copy of the Stipulated Consent Order, dated November 29, is
available at http://is.gd/i1IPYfrom Leagle.com.
Paul Sweeney, Esq. -- psweeney@loganyumkas.com -- at Logan,
Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland, represents
Cresta Miller and PAC Services.
Wade Stout Williams and PAC Outsourcing, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Md. Case Nos. 09-19427 and 09-
19429) on May 27, 2009. Ronald Drescher, Esq. --
rondrescher@drescherlaw.com -- in Baltimore, Maryland, represents
the Debtors as counsel.
WASHINGTON MUTUAL: JPMorgan Fights to Hold $4BB of Securities
-------------------------------------------------------------
Steven Church at Bloomberg News reports that JPMorgan Chase & Co.
began a court fight for control of $4 billion in securities it
claims to have acquired with the purchase Washington Mutual Inc.'s
bank for $1.9 billion in 2008.
According to the report, JPMorgan wants U.S. Bankruptcy Judge Mary
F. Walrath in Wilmington, Delaware, to rule that investors got
preferred stock in WaMu in exchange for the debt-like, trust-
preferred securities when WaMu's bank was seized by regulators.
The Office of Thrift Supervision ordered the exchange to ensure
that WaMu's bank kept control of the securities, according to
court records.
Judge Walrath, the Bloomberg report relates, said she will rule on
whether that exchange actually took place when she decides to
approve or reject Seattle-based WaMu's bankruptcy liquidation
plan. Judge Walrath will start a hearing on the plan today.
WaMu's Chapter 11 plan is based on settlements with the Federal
Deposit Insurance Corp. and JPMorgan Chase & Co. The revised plan
will distribute more than $7 billion to creditors.
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.
Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.
WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors. Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee. Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.
WEEKS LANDING: Dist. Ct. Revives Debtors' & Principal's Suit
------------------------------------------------------------
WestLaw reports that a bankruptcy court could not grant summary
judgment on the individual claims asserted in an adversary
proceeding by the principal for a Chapter 11 debtor-limited
liability company because those claims were intermingled with
derivative claims that the principal could not assert on the
debtor's behalf, due to a release. Rather, the court could strike
the offending portions of the complaint, dismiss the complaint
with leave to amend, or grant summary judgment as to the portions
of the complaint which alleged derivative claims. In re Weeks
Landing, LLC, --- B.R. ----, 2010 WL 4023061 (M.D. Fla.) (Steele,
J.).
A copy of the Honorable John E. Steele's Opinion and Order dated
Oct. 13, 2010, is available at http://is.gd/i2MPgfrom Leagle.com.
Headquartered in Bonita Springs, Fla., Weeks Landing, LLC, owns
the Weeks Fish Camp. The Debtor its Shell Cove, Estero Commons,
and 131 Group affiliates sought chapter 11 protection (Bankr. M.D.
Fla. Case No. 06-01721) on Apr. 14, 2006. Jordi Guso, Esq., at
Berger Singerman, P.A., represents the Debtors in their
restructuring efforts. No Official Committee of Unsecured
Creditors has been appointed in the Debtors' cases. When the
Debtors filed for protection from their creditors, they estimated
assets of $18 million and liabilities of about $15.7 million. In
response to a motion for appointment of a chapter 11 trustee, the
Debtor consented to the appointment of Gerard A. McHale, Jr., as
the Debtors' chief restructuring officer. RCMP Enterprises, LLC,
filed a chapter 11 plan on July 31, 2007, and on Sept. 15, 2008,
the Bankruptcy Court confirmed that plan after modification and
amendment and extensive litigation. The Debtors and their
principal, in turn, sued RCMP in Mar. 2009.
WEST ONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: West One Properties, Ltd
28019 Jefferson
Saint Clair Shores, MI 48081
Bankruptcy Case No.: 10-75833
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Marci B. McIvor
Debtor's Counsel: Mark H. Shapiro, Esq.
25925 Telegraph Road, Suite 203
Southfield, MI 48033-2518
Tel: (248) 352-4700
Fax: (248) 352-4488
E-mail: shapiro@steinbergshapiro.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-75833.pdf
The petition was signed by Jerry W. Harmon, president.
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Eastbrook Properties, LLC 10-75820 11/29/10
Stonewood Properties, LLC 10-75829 11/29/10
Westport Property Management, Ltd. 10-75810 11/29/10
WESTPORT PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Westport Property Management, Ltd
28019 Jefferson
Saint Clair Shores, MI 48081
Bankruptcy Case No.: 10-75810
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Thomas J. Tucker
Debtor's Counsel: Mark H. Shapiro, Esq.
25925 Telegraph Road, Suite 203
Southfield, MI 48033-2518
Tel: (248) 352-4700
Fax: (248) 352-4488
E-mail: shapiro@steinbergshapiro.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Jerry W. Harmon, president.
WILLIAM ACHATA: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William Randolph Achata
Victoria Rene Achata
aka Victoria Rene Dunn
7032 Garfield Road
Harrison, TN 37341
Bankruptcy Case No.: 10-16999
Chapter 11 Petition Date: November 29, 2010
Court: U.S. Bankruptcy Court
Eastern District of Tennessee (Chattanooga)
Judge: John C. Cook
Debtors' Counsel: W. Thomas Bible-mk, Esq.
6918 Shallowford Road, Suite 100
Chattanooga, TN 37421
Tel: (423) 424-3116
E-mail: melinda@tombiblelaw.com
Scheduled Assets: $1,572,649
Scheduled Debts: $1,251,530
A list of the Joint Debtors' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb10-16999.pdf
* PBGC Helped 38 Firms Emerge From Bankruptcy With Plans Intact
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation worked with debtors and
creditors in fiscal year 2010 to help 38 companies emerge from
bankruptcy protection with their plans intact, according to the
agency's statement. The payoff: about 250,000 workers and
retirees continue to receive their full pension benefits, and
about $4 billion in obligations were kept off the agency's books.
PBGC director Josh Gotbaum told a Senate committee on Wednesday
that the agency has been aggressive in its efforts to preserve
pension plans sponsored by troubled companies.
"Most people know that the PBGC pays benefits when plans fail, but
we work just as hard to keep plans from failing in the first
place," said Mr. Gotbaum during a hearing by the Committee on
Health, Education, Labor, & Pensions. "Every plan retained by its
sponsor is a victory both for the plan's participants and for the
PBGC."
Mr. Gotbaum said the agency's $80 billion in assets provide ample
resources to protect and insure the nation's defined benefit plans
for the foreseeable future.
As reported by the Troubled Company Reporter, the PBGC on November
disclosed its annual report for fiscal year 2010, which ended
Sept. 30. According to the report, the PBGC in the past year,
took over failed pension plans covering nearly 109,000 workers and
retirees, and helped prevent the termination of plans covering
about 250,000 others.
The agency's annual report also noted that in FY 2010 the PBGC
paid $5.6 billion in benefits to 801,000 retirees whose plans had
failed -- and nearly 700,000 other participants in those plans
will receive benefits when they reach retirement age. In total,
the PBGC is responsible for the retirement benefits of nearly 1.5
million Americans whose pension plans have failed.
For the past 36 years, the agency has stepped in to pay benefits,
on time, every month without interruption when companies couldn't
fulfill their pension promises.
A full-text copy of the annual report is available at no charge
at http://www.pbgc.gov/about/ar2010.html
Mr. Gotbaum also said Wednesday the PBGC works to shore up plans
before they get into financial trouble. Over FY 2010, the agency
monitored more than 1,000 companies to identify transactions that
could interfere with plan funding, and secured protections for the
plans. Under pension law, when layoffs or plant closures threaten
a plan's funding status, the agency can move to obtain protection
for the plans with a guarantee, posting of collateral or
contribution to the plan. Over the past year, the PBGC secured an
additional $250 million for participants in 20 pension plans.
The PBGC is a federal agency that guarantees payment of private
pension benefits when companies and pension plans fail. It
protects some 44 million Americans in over 27,500 private defined
benefit pension plans. The PBGC pays benefits using insurance
premiums and assets and other recoveries from failed plans and
their sponsors; it receives no taxpayer funds.
* New Vehicle Sales Up Almost 17% From Last Year
------------------------------------------------
The Wall Street Journal's Mike Ramsey and Dow Jones Newswires'
John Kell report that new-vehicle sales in November totaled
873,323 cars and light trucks, according to Autodata Corp., up
almost 17% from the year-ago total. The results lifted the
seasonally adjusted annualized sales pace to 12.26 million
vehicles.
Messrs. Ramsey and Kell say car sales industrywide have risen
about 6% so far this year, while truck sales have climbed about
17%.
The report notes November was the second month in a row the
closely watched annualized figure topped 12 million, a figure it
had not hit this year before October. During the boom times
earlier this decade U.S. vehicle sales exceeded 16 million
annually.
According to Messrs. Ramsey and Kell, Ford Motor Co., General
Motors Co., Chrysler Group LLC, Honda Motor Co. and several others
all reported gains of 11% or more. Ford, GM and Chrysler all
cited strong sales of pickup trucks, sport-utility vehicles and
the car-based SUVs dubbed crossovers.
* GM sold 168,670 cars and light trucks, up 12% from a
year ago;
* Ford's sales jump almost 20% to 146,956 vehicles. If
Ford's total is adjusted for its recent sale of Volvo,
its sales rose 24%;
* Chrysler's sales climbed 17%, driven by big increases
in its Jeep Grand Cherokee sport-utility vehicle and
Ram pickup;
* Toyota's sales fell 3.3%, driven by a 17% drop in
sales of its cars. Toyota's sales slipped to 129,317
cars and light trucks, from 133,700 a year ago;
* Honda said its sales rose 21% to 89,617;
* Nissan Motor Co. said its total climbed 27% to 71,366
Vehicles;
* Subaru of America Inc.'s November sales were 20,792,
up 22%;
* Hyundai Motor Co. said U.S. sales rose 45%, while
sister Korean company Kia Motors Corp. posted a 48%
increase;
* Volkswagen AG said U.S. sales of its namesake VW brand
climbed 24% to 20,189 on strong demand for its
redesigned Jetta compact car;
* Daimler AG, maker of Mercedes-Benz, saw sales
rise 10%;
* BMW AG reported a 27% gain.
Messrs. Ramsey and Kell relate Toyota said it was hurt by a shift
by buyers to trucks and SUVs and away from cars, although Nissan
and Honda showed no ill effects from that trend. The report notes
the drop means Toyota is all but certain to suffer a decline in
U.S. market share this year -- its first decline since 1999,
according to Wards Auto.
Subaru of America, owned by Japan's Fuji Heavy Industries Ltd.,
makes all-wheel drive station wagons. Messrs. Ramsey and Kell
relate that Subaru reported its best November ever.
According to the report, Earl Hesterberg, chief executive of Group
1 Automotive Inc., a large chain of car dealerships based in
Houston, said the true test of the industry's recovery will come
in the week between Christmas and New Year's, which is typically
the strongest week of the year for new-vehicle sales.
"That's when you'll really get a sense if there's been an
improvement in consumer behavior," the report quotes Mr.
Hesterberg as saying. One good sign, Mr. Hesterberg added, was
the customer traffic that department stores and other retailers
saw on Black Friday, the day after Thanksgiving. "A good number of
people were out shopping, so we're fairly optimistic" about car
sales later in December.
* Property-Tax Squeeze Hits Michigan Cities and Towns
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that towns and cities in Michigan have seen real estate
tax collections decline as much as 20% in the past year. In
addition, state aid to cities has been cut back. Some Michigan
cities may have to decide by March whether to borrow to pay bills
or risk defaulting on bonds.
Dow Jones' Daily Bankruptcy Review, meanwhile, reports that small-
business bankruptcies have fallen in the biggest metro areas.
According to DBR, citing an Equifax Inc. report, small-business
bankruptcies among the 15 U.S. metropolitan areas with the highest
amount of such bankruptcies fell 4.4% in the third quarter from a
year ago.
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:
In Re Scottsdale Collection Services, LLC
Bankr. D. Ariz. Case No. 10-36801
Chapter 11 Petition filed November 15, 2010
See http://bankrupt.com/misc/azb10-36801.pdf
In Re Eagle Products - Plast Indust Inc.
Bankr. C.D. Calif. Case No. 10-47328
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/cacb10-47328.pdf
In Re William Barahona
Bankr. C.D. Calif. Case No. 10-47300
Chapter 11 Petition filed November 18, 2010
filed pro se
In Re 33 Orange Street, LLC
Bankr. D. N.H. Case No. 10-14950
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/nhb10-14950.pdf
In Re Deeper Life Bible Church Inc.
Bankr. E.D.N.Y. Case No. 10-50874
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/nyeb10-50874.pdf
In Re Joy Construction, LLC
Bankr. D. Ore. Case No. 10-66898
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/orb10-66898.pdf
In Re 237 Beekay Investments, Inc.
Bankr. E.D. Pa. Case No. 10-30027
Chapter 11 Petition filed November 18, 2010
filed pro se
In Re Elders Place
aka Elders Place I
aka Elders I
Bankr. E.D. Pa. Case No. 10-30046
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/paeb10-30046.pdf
In Re Elders Place II
Bankr. E.D. Pa. Case No. 10-30048
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/paeb10-30048.pdf
In Re Luis A. Perez Cuevas
Noemi Mendez Cuevas
Bankr. D. Puerto Rico Case No. 10-10855
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/prb10-10855.pdf
In Re Piruco Auto Sales Inc.
Bankr. D. Puerto Rico Case No. 10-10852
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/prb10-10852.pdf
In Re Prime Home Entertainment, Inc.
Bankr. M.D. Tenn. Case No. 10-12586
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/tnmb10-12586.pdf
In Re Pagenergy Company, LLC
Bankr. S.D. Texas Case No. 10-20867
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/txsb10-20867.pdf
In Re Sadler LLC
Bankr. S.D. W.Va. Case No. 10-40366
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/wvsb10-40366.pdf
In Re Ptarmigan Real Estate Fund LLC
Bankr. W.D. Wash. Case No. 10-23886
Chapter 11 Petition filed November 18, 2010
filed pro se
In Re Tanager Fund LP
Bankr. W.D. Wash. Case No. 10-23890
Chapter 11 Petition filed November 18, 2010
filed pro se
In Re Terrington Davies Capital Management LLC
Bankr. W.D. Wash. Case No. 10-23885
Chapter 11 Petition filed November 18, 2010
filed pro se
In Re Freedom Arms, Inc.
Bankr. D. Wyo. Case No. 10-21370
Chapter 11 Petition Filed November 18, 2010
See http://bankrupt.com/misc/wyb10-21370.pdf
In Re Eva Alice Meyers
Bankr. C.D. Calif. Case No. 10-59687
Chapter 11 Petition Filed November 19, 2010
See http://bankrupt.com/misc/cacb10-59687.pdf
In Re Caffe Amici Espresso, LLC
Bankr. N.D. Calif. Case No. 10-34578
Chapter 11 Petition filed November 19, 2010
filed pro se
In Re Pacific Protection Services, Inc.
Bankr. C.D. Calif. Case No. 10-24611
Chapter 11 Petition Filed November 19, 2010
See http://bankrupt.com/misc/cacb10-24611.pdf
In Re David John Kaplan
aka David J. Kaplan, Trustee
Bankr. D. Nev. Case No. 10-54568
Chapter 11 Petition filed November 19, 2010
filed pro se
In Re Mayfair Estates LLC
Bankr. E.D.N.Y. Case No. 10-50912
Chapter 11 Petition Filed November 19, 2010
See http://bankrupt.com/misc/nyeb10-50912.pdf
In Re Paul Earle Vaughn
dba Vaughn's Photography
Bankr. M.D. Tenn. Case No. 10-12627
Chapter 11 Petition Filed November 19, 2010
See http://bankrupt.com/misc/tnmb10-12627.pdf
In Re Mangia Pizza Investments, LP
Bankr. W.D. Texas Case No. 10-13235
Chapter 11 Petition Filed November 19, 2010
See http://bankrupt.com/misc/txwb10-13235.pdf
In Re Boyouk Salahshour
Bankr. E.D. Va. Case No. 10-19822
Chapter 11 Petition Filed November 19, 2010
See http://bankrupt.com/misc/vaeb10-19822.pdf
In Re Jeffrey A. Graham
Bankr. W.D. Wash. Case No. 10-49543
Chapter 11 Petition filed November 19, 2010
filed pro se
In Re Kitsap Ready Mix Inc.
Bankr. W.D. Wash. Case No. 10-23970
Chapter 11 Petition filed November 19, 2010
filed pro se
In Re Lost Lake Development LLC
Bankr. W.D. Wash. Case No. 10-49544
Chapter 11 Petition filed November 19, 2010
filed pro se
In Re Las Vegas Hiro-O, LLC
Bankr. D. Nev. Case No. 10-31909
Chapter 11 Petition Filed November 21, 2010
See http://bankrupt.com/misc/nvb10-31909.pdf
In Re Senior Management Group, L.L.C.
Bankr. W.D. Okla. Case No. 10-17021
Chapter 11 Petition Filed November 21, 2010
See http://bankrupt.com/misc/okwb10-17021.pdf
In Re Senior Property Management, LLC
Bankr. W.D. Okla. Case No. 10-17016
Chapter 11 Petition Filed November 21, 2010
See http://bankrupt.com/misc/okwb10-17016.pdf
In Re NJC Leasing Corporation
Bankr. M.D. Tenn. Case No. 10-12687
Chapter 11 Petition Filed November 21, 2010
See http://bankrupt.com/misc/tnmb10-12687.pdf
In Re SALSA-Sleep Apnea Labs of San Antonio Inc.
dba SALSA
dba Pequin
Bankr. W.D. Texas Case No. 10-54495
Chapter 11 Petition Filed November 21, 2010
See http://bankrupt.com/misc/txwb10-54495.pdf
In Re Giselle Ioana Roman
Bankr. C.D. Calif. Case No. 10-47651
Chapter 11 Petition filed November 22, 2010
filed pro se
In Re Curtis A. Jennings III
aka Curtis Jennings
aka Arther Jennings
Bankr. S.D. Calif. Case No. 10-20626
Chapter 11 Petition filed November 22, 2010
filed pro se
In Re Haig Street Associates LLC
Bankr. D. Conn. Case No. 10-33488
Chapter 11 Petition filed November 22, 2010
filed pro se
In Re 809/11 Otis Place LLC
Bankr. D. D.C. Case No. 10-01157
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/dcb10-01157p.pdf
See http://bankrupt.com/misc/dcb10-01157c.pdf
In Re 812 Otis Place LLC
Bankr. D. D.C. Case No. 10-01160
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/dcb10-01160.pdf
In Re ADM Transport, LLC
Bankr. N.D. Ind. Case No. 10-35410
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/innb10-35410.pdf
In Re Donald Hatt
fdba Five Star Moving & Storage, Inc.
dba Five Star Mov & Stor (Sole Prop)
Kathy L. Hatt
Bankr. D. Nev. Case No. 10-54596
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/nvb10-54596.pdf
In Re L & L Portable Toilets, Inc.
Bankr. D. N.M. Case No. 10-15810
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/nmb10-15810p.pdf
See http://bankrupt.com/misc/nmb10-15810c.pdf
In Re L & L Waste Services, LLC
Bankr. D. N.M. Case No. 10-15807
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/nmb10-15807p.pdf
See http://bankrupt.com/misc/nmb10-15807c.pdf
In Re Carats, Ltd.
dba Amherst Jewelers
Bankr. W.D. N.Y. Case No. 10-15007
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/nywb10-15007.pdf
In Re RJH and Company Inc.
aka Ricahrd J. Harley
Bankr. M.D. Pa. Case No. 10-09451
Chapter 11 Petition filed November 22, 2010
filed pro se
In Re Camper's Corner RV Supercenter, LLC
Bankr. M.D. Tenn. Case No. 10-12693
Chapter 11 Petition filed November 22, 2010
See http://bankrupt.com/misc/tnmb10-12693.pdf
In Re Midvale & Valencia Property, LLC
Bankr. D. Ariz. Case No. 10-37676
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/azb10-37676.pdf
In Re 1900 N Long Beach, LLC
Bankr. C.D. Calif. Case No. 10-60348
Chapter 11 Petition filed November 23, 2010
filed pro se
In Re Citrus Property Management LLC
Bankr. C.D. Calif. Case No. 10-47911
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/cacb10-47911.pdf
In Re Midtown Development, LLC, a Nevada Limited Liability
Corporation
Bankr. C.D. Calif. Case No. 10-60252
Chapter 11 Petition filed November 23, 2010
filed pro se
In Re Rahimeh Tehrani Andalibian
Bankr. C.D. Calif. Case No. 10-26663
Chapter 11 Petition filed November 23, 2010
filed pro se
In Re Good Hope LLC
Bankr. D. D.C. Case No. 10-01164
Chapter 11 Petition filed November 23, 2010
filed pro se
In Re MCJ Realty, LLC
Bankr. S.D. Fla. Case No. 10-46005
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/flsb10-46005.pdf
In Re Sedra Family Limited Partnership
Bankr. S.D. Fla. Case No. 10-45997
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/flsb10-45997.pdf
In Re Sharon A Townsend
Bankr. S.D. Ga. Case No. 10-21559
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/gasb10-21559.pdf
In Re Marlow Trucking, Inc.
dba Marlow's Towing
Bankr. S.D. Ind. Case No. 10-17565
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/insb10-17565.pdf
In Re Roger Lynn Reed
Bankr. D. Md. Case No. 10-36684
Chapter 11 Petition filed November 23, 2010
filed pro se
In Re Michael J. Dacey
Bankr. D. Mass. Case No. 10-22779
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/mab10-22779.pdf
In Re Carroll Industries, Inc., A New Jersey Corporation
Bankr. D. N.J. Case No. 10-46406
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/njb10-46406.pdf
In Re National Properties of NY, Inc.
Bankr. E.D.N.Y. Case No. 10-50997
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/nyeb10-50997.pdf
In Re New Earth Renewable Energy, Inc.
Bankr. E.D. N.C. Case No. 10-09679
Chapter 11 Petition filed November 23, 2010
filed pro se
In Re Shane Edward Glover
Bankr. D. Utah Case No. 10-36327
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/utb10-36327p.pdf
See http://bankrupt.com/misc/utb10-36327c.pdf
In Re Alford & Hoff, Inc.
Bankr. D. Ariz. Case No. 10-37920
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/azb10-37920.pdf
In Re Prayer House Deliverance Pentecostal Ministries, Inc.
dba Inner Changing Souls Church International
Bankr. W.D. Tenn. Case No. 10-32874
Chapter 11 Petition filed November 23, 2010
See http://bankrupt.com/misc/tnwb10-32874.pdf
In Re Hazem Jarbr, D.D.S, P.C.
Bankr. D. Ariz. Case No. 10-38042
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/azb10-38042.pdf
In Re David Nathan Finkelstein
Bankr. M.D. Fla. Case No. 10-28313
Chapter 11 Petition filed November 24, 2010
filed pro se
In Re North Cape Page, Inc.
dba Stevie tomato's Sports Page
Bankr. M.D. Fla. Case No. 10-28351
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/flmb10-28351.pdf
In Re Vision Manufacturing & Plastics, Inc.
Bankr. E.D. Mich. Case No. 10-36245
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/mieb10-36245.pdf
In Re Farmington Commercial Investments, LLC
Bankr. E.D. Mo. Case No. 10-53470
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/moeb10-53470.pdf
In Re Princess Pizza Company LLC
aka Fox's Pizza Den
Bankr. W.D. Mo. Case No. 10-62884
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/mowb10-62884.pdf
In Re James B. Gordon
Bankr. E.D. N.C. Case No. 10-09707
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/nceb10-09707.pdf
In Re Tensas Services Inc.
Bankr. S.D. Texas Case No. 10-40575
Chapter 11 Petition filed November 24, 2010
filed pro se
In Re Shoroline McCoy
dba OK Learning Center
dba Judah's Outreach Ministries
dba OK Learning Center
dba Judah's Outreach Ministries
Bankr. W.D. Texas Case No. 10-61435
Chapter 11 Petition filed November 24, 2010
See http://bankrupt.com/misc/txwb10-61435.pdf
In Re Wade Jeffery Osborn
Petrina Y. Osborn
Bankr. C.D. Calif. Case No. 10-48200
Chapter 11 Petition filed November 26, 2010
See http://bankrupt.com/misc/cacb10-48200.pdf
In Re Al's Cabinets, Inc.
Bankr. D. Minn. Case No. 10-38458
Chapter 11 Petition filed November 26, 2010
See http://bankrupt.com/misc/mnb10-38458.pdf
In Re JAMA, INC.
Bankr. N.D. Miss. Case No. 10-15803
Chapter 11 Petition filed November 26, 2010
See http://bankrupt.com/misc/msnb10-15803.pdf
In Re Hylander Real Estate, LLC
Bankr. D. Nev. Case No. 10-32245
Chapter 11 Petition filed November 26, 2010
See http://bankrupt.com/misc/nvb10-32245.pdf
In Re VIP Condominiums, LLC
Bankr. W.D. Wash. Case No. 10-24154
Chapter 11 Petition filed November 26, 2010
See http://bankrupt.com/misc/wawb10-24154.pdf
In Re Brunelle Equities LLC
Bankr. C.D. Calif. Case No. 10-60711
Chapter 11 Petition filed November 28, 2010
See http://bankrupt.com/misc/cacb10-60711.pdf
In Re Hugh H. Roberts, Jr.
Carole F. Roberts
Bankr. M.D. Fla. Case No. 10-28480
Chapter 11 Petition filed November 28, 2010
See http://bankrupt.com/misc/flmb10-28480.pdf
In Re Maui Rainbow Investments LLC
aw The Tierra Sagreda Trust
aw The Tierra Bella Trust
aw Mira Loma Investments LLC
aw Engleberg Investments LLC
aw Horiconte Investments LLC
Bankr. C.D. Calif. Case No. 10-60932
Chapter 11 Petition filed November 29, 2010
filed pro se
In Re Hydrophilic Design Boat Builders, LLC
fdba Hydrophilic Design Co., Inc.
Bankr. M.D. Fla. Case No. 10-28570
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/flmb10-28570.pdf
In Re Heritage Land, LLC
Bankr. D. Md. Case No. 10-36934
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/mdb10-36934.pdf
In Re 1319, LLC
Bankr. D. Nev. Case No. 10-32252
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/nvb10-32252.pdf
In Re Richard J. Claps, MD & Associates, P.A.
dba Imaging Center at Morristown
Bankr. D. N.J. Case No. 10-46725
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/njb10-46725.pdf
In Re Vento Corp.
dba Vespa Cibobuono
Bankr. E.D.N.Y. Case No. 10-79238
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/nyeb10-79238.pdf
In Re HR Electric Inc.
aka HR Electric Corp.
aka HR Electric Co. Inc.
Bankr. S.D. N.Y. Case No. 10-24447
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/nysb10-24447.pdf
In Re Greg Adams Enterprises, Inc.
dba Piggly Wiggly #5
Bankr. E.D. N.C. Case No. 10-09784
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/nceb10-09784.pdf
In Re Mastro Pizza Palaces, Inc.
Bankr. D. Puerto Rico Case No. 10-11052
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/prb10-11052.pdf
In Re John Alvin Ford
Jamie Gay Ford
dba The Book Shelf
Bankr. M.D. Tenn. Case No. 10-12893
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/tnmb10-12893.pdf
In Re Michael Reid Properties, Ltd.
Bankr. E.D. Texas Case No. 10-44081
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/txeb10-44081.pdf
In Re North Texas Transportation, Inc.
Bankr. E.D. Texas Case No. 10-44085
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/txeb10-44085.pdf
In Re Jex Thomas Varner
Leslie B. Varner
Bankr. D. Utah Case No. 10-36439
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/utb10-36439.pdf
In Re Copley Construction Inc.
dba Copley Contracting
Bankr. S.D. W.Va. Case No. 10-30955
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/wvsb10-30955.pdf
In Re The Bead Factory Inc.
Bankr. W.D. Wash. Case No. 10-49786
Chapter 11 Petition filed November 29, 2010
See http://bankrupt.com/misc/wawb10-49786.pdf
*********
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
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re-mailing and photocopying) is strictly prohibited without prior
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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-
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are $25 each. For subscription information, contact Christopher
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*** End of Transmission ***