/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101210.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 10, 2010, Vol. 14, No. 342 Headlines 15-35 HEMPSTEAD: U.S. Trustee Forms 5-Member Creditors Committee 556 HOLDING: Now Seeks Dismissal After Building Sold ABITIBIBOWATER INC: Emerges From Bankruptcy in Canada & U.S. AD SYSTEMS: Case Summary & 4 Largest Unsecured Creditors ADVANTAGE SALES: S&P Assigns 'B+' Corporate Credit Rating ALISO COMMONS: Case Summary & 6 Largest Unsecured Creditors ALLIANT HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating AMERICAN CAPITAL: S&P Gives Stable Outlook, Affirms 'B-' Rating AMERICAN HOME: U.S. Attorney's Office Looks Into Possible Fraud AMERICANWEST BANCORP: Court OKs Sale of AmericanWest Bank AMERISOUTH V: Voluntary Chapter 11 Case Summary AMSCAN HOLDING: Completes Refinancing with New $675MM Term Loan ARJUN HOSPITALITIES: Voluntary Chapter 11 Case Summary ARVINMERITOR INC: Business Transformation Substantially Complete ARVINMERITOR INC: Body Systems Sale Closing Date Set for Jan. 3 ASSOCIATED MATERIALS: Posts $19.41-Mil. Net Income in 2010 Q3 BAKHTAVER IRANI: Case Summary & 20 Largest Unsecured Creditors BANNING LEWIS: Secures $3.5 Million of DIP Financing BEARINGPOINT INC: Unsecured Creditor Pool Reduced to $793 Mil. BERNARD L MADOFF: Picard Sues Maxam Fund, Manzke for $100MM BERNARD L MADOFF: Suit vs. Kin, Directors Filed in U.S. & U.K. BERNARD L MADOFF: Picard Sues Richard Glantz, Family for $113MM BERNARD L MADOFF: Bank Suits Questionable, Weil's Miller Says BINH VAN NGUYEN: Suit v. Regions Bank Goes to State Court BLACK ELK: S&P Assigns 'B-' Corporate Credit Rating BOISE PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3' BOSTON GENERATING: Creditors Sue Banks Over Loans BRUCE CRAIG: Case Summary & 20 Largest Unsecured Creditors CALIFORNIA COASTAL: Strikes Plan Support Deal With Lenders CAPITAL HOME: Case Summary & 15 Largest Unsecured Creditors CAPMARK FIN'L: Court Won't Drag Berkadia in Discrimination Suit CAREVIEW COMMUNICATIONS: Restates 10-Q; 3rd Qtr. Net Loss $6.6MM CARIBBEAN PETROLEUM: Has Green Light to Reject Franchisees' Deals CARLTON GLOBAL: Section 341(a) Meeting Scheduled for Jan. 7 CASCADIA PARTNERS: Files Schedules of Assets & Liabilities CASCADIA PARTNERS: Asks for Approval of Scott Kroner as Counsel CATHOLIC CHURCH: Committee Says Jai Ruling Shows Miscalculation CATHOLIC CHURCH: Court OKs Young Conaway's $824,000 in Fees CATHOLIC CHURCH: Del. Committee Wins OK to Hire Appellate Counsel CATHOLIC CHURCH: Morgan Lewis Okayed as Pension Counsel CC MEDIA: S&P Raises Ratings on Secured Debt to 'CCC+' CHRYSLER FINANCIAL: Said to Be Close to a Deal with TD Bank CIENA CAPITAL: Implements 50% Unsecured Creditor Plan CNO FINANCIAL: S&P Assigns 'B-' Rating to $300 Mil. Senior Notes COOPER COMPANIES: Moody's Raises Corporate Family Rating to 'Ba2' DANA CORP: DBSI, SPCP Can Recoup Damages for Reduced Claims DAUFUSKIE ISLAND: Notices of Appeal Don't Stall Bankruptcy DELPHI CORP: Hearing on Final Decree for 5 Cases on December 16 DELPHI CORP: Objectors Say Filing of Amended Suits "Futile" DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating DUNE ENERGY: Has $40-Mil. Replacement Term Loan from Wayzata DYNAVAX TECHNOLOGIES: Has Safety Data for Flu Vaccine Component EASTERN LIVESTOCK: Creditors Seek Bankruptcy for Firm Amid Probe EDITH AVANZADO: Case Summary & 20 Largest Unsecured Creditors ERIE PLAYCE: Harris May Get Payments Under Nondefault Rate EVERGREEN SOLAR: Unveils Comprehensive Recapitalization Plan EXIDE TECHNOLOGIES: Asks for Oral Arguments on EnerSys Plea EXIDE TECHNOLOGIES: Court Expunges Chloride Group Claim EXTENDED STAY: Five Mile Files Application for $2.5-Mil. Claim EXTENDED STAY: Starwood Brief in Reimbursement Case Due May 19 EXTENDED STAY: Former Owners Sued Over $100-Mil. Guaranty FAIRDALE LANE: Voluntary Chapter 11 Case Summary FT SILFIES: Settles IRS' Claims for Heavy Vehicle Use Taxes FULTON HOMES: Adjourns Plan Hearing to Talk with Lenders GENERAL GROWTH: New GGP Plans to Refinance Mortgages GENERAL MOTORS: Asked Huge Warranty Payments, Says Delphi Ex-CEO GENERAL MOTORS: Creditors Panel Backs Asbestos Claims Estimation GENERAL MOTORS: NUMMI Sues Old GM for Abandoning Contract GENERAL MOTORS: Plan Outline Approved After Objections Addressed GENERAL MOTORS: Toyota Sues for $74MM for Breach Under NUMMI Deal GOBIND MADAN: Case Summary & 9 Largest Unsecured Creditors HARRISBURG, PA: Officials Fail to Budget 2011 Debt Payments HFG 231: Dispute With EF-43 Resolved; Ch. 11 Case Dismissed INNKEEPERS USA: Dec. 16 Hearing on LNR Suit to Replace Midland INVISTA BV: Moody's Reviews 'Ba2' Corporate Family Rating ISE CORP: Wants March 8 Extension of Plan Proposal Period JAMESTOWN LLC: Chapter 11 Reorganization Case Dismissed JEVIC TRANS: R.I. Court Rules on 2001 Road Mishap Suit KAMAYAN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors L A C INVESTMENTS: Voluntary Chapter 11 Case Summary LA JOLLA: Pfenex CEO Named to Board of Directors LACK'S STORES: TAps DJM Realty to Dispose of All Store Facilities LANDAMERICA FINANCIAL: Can Keep 'Privileged' Docs. From CDC LAXMIKRUPA HOSPITALITY: Case Summary & 6 Largest Unsec Creditors LEE JUNDANIAN: Deadline to File Dispositive Motions Extended LEHMAN BROTHERS: 2nd Circuit Bars SunCal From Pursuing Lawsuit LEHMAN BROTHERS: Zurich, 2 Others to Pay D&Os' Legal Fees LEHMAN BROTHERS: Stipulation on State Street Bank Action Approved LITTLE TOKYO: Gets Court OK to Hire Troutman as Litigation Counsel LUIS VAZQUEZ: Case Summary & 18 Largest Unsecured Creditors LUZ ROMAN: Case Summary & 3 Largest Unsecured Creditors MAGIC BRANDS: Creditors Oppose Luby's Revision of Sale Terms MARION MCBRYDE: Case Summary & 20 Largest Unsecured Creditors MCBRYDE FAMILY: Case Summary & 7 Largest Unsecured Creditors MIRAMAX FILM: Debt Structure Change Cues Moody's 'Ba2' Rating MNK PROPERTIES: Case Summary & 8 Largest Unsecured Creditors MONTGOMERY HOSPITALITY: Suit v. Manager Stays in District Court MORTON & PORTER: Voluntary Chapter 11 Case Summary MOUNTAIN PROVINCE: Files Technical Report on Gahcho Kue Project MUSTANG HOMES: Case Summary & 20 Largest Unsecured Creditors NALCO CO: Moody's Assigns 'Ba2' Rating to $1 Billion Notes NALCO CO: S&P Affirms Corporate Credit Rating at 'BB-' NILO ESCALANTE: Case Summary & 13 Largest Unsecured Creditors NORTHLAND INVESTMENTS: Hearing on Case Dismissal Set for Dec. 21 NXT NUTRITIONALS: Extends Start of Notes' Monthly Redemptions NYC OFF-TRACK: Shutting Down after State Senate Negative Vote NYC OFF-TRACK: Shutters Doors After Senate Fails to Approve Bill OAKS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors OAKS OF TRAVIS: Voluntary Chapter 11 Case Summary OLIVE BRANCH: Case Summary & 20 Largest Unsecured Creditors OPTI CANADA: Board Approves $150-Mil. Capital Program for 2011 OSCAR ANDRADE: Case Summary & 14 Largest Unsecured Creditors PALANCA PROPERTIES: Voluntary Chapter 11 Case Summary PAUL WALLACE: Wins OK to Sell 525 Harris to BofA for $7.8-Mil. PAUL WALLACE: MOA's Meeting of Creditors Reset to February 16 PENN OCTANE: Closes Rio Vista Sale Deal After Amendment PETTERS CO: Judge Lifts Automatic Stay From Polaroid Suits POLAROID CORP: Lance Bass Sued for Fraudulent Transfer POSITRON CORP: Reports $294,000 Net Income in Sept. 30 Quarter PPS PROPERTIES: Has $721,913 Secured Debt to Sterling PRICE'S PREFERRED: Case Summary & 20 Largest Unsecured Creditors PROVO CRAFT: S&P Puts 'B' Rating on CreditWatch Negative RADIENT PHARMA: Shareholders Vote In Favor of Stabilization Plan RADIO ONE: Moody's Confirms 'Caa1' Corporate Family Rating ROCK US: Sale of Office Tower in Manhattan Closes for $93.5MM SALERNO PLASTIC: Chapter 15 Case Summary SAUL ROWEN: Case Summary & 5 Largest Unsecured Creditors SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating to $500 Mil. Notes SEAGATE HDD: Moody's Assigns 'Ba1' Rating to $500 Mil. Notes SEAGATE HDD: S&P Assigns 'BB+' Rating to $500 Mil. Senior Notes SEALY CORP: Kohlberg Kravis' Stephen Ko Resigns from Board SEAN COUTTS: Case Summary & 20 Largest Unsecured Creditors SHELDRAKE LOFTS: Wants April 7 Plan Proposal Exclusivity Extension SHERWOOD FARMS: Secured Creditor Wants Trustee to Take Over SHILO INN: Case Summary & 20 Largest Unsecured Creditors STERLING FINANCIAL: Extends Rights Plan to Preserve Tax Assets STONE SURFACES: Banks Extend Cash Collateral Use Until Feb. 28 STOR-TYME SELF: Case Summary & 12 Largest Unsecured Creditors SUNCAL COS: 2nd Circuit Blocks Suit v. Lehman Brothers SUPERVALU INC: Moody's Downgrades Corporate Family Rating to 'B1' SUSQUEHANNA REGIONAL: Moody's Keeps 'Ba1' Subordinate Lien Ratings SWORDFISH FINANCIAL: Incurs $795,962 Net Loss in First 9 Months SYNIVERSE HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating TAMARACK RESORT: Banc of America Wants to Repossess 2 Chairlifts TARGUS INFORMATION: Moody's Assigns 'B1' Corp. Family Rating TERREL REID: Court Dismisses Chapter 11 Bankruptcy Case TIB FINANCIAL: Shareholders OK Proposals at Special Meeting TRICO MARINE: Seeks Court Approval of Deal with Noteholders TRICO MARINE: Shipping Amends Consent Solicitation Expiration Date TRIDIMENSION ENERGY: Completes Sale of All Oil and Gas Assets TROPICANA ENTERTAINMENT: Court OKs $6.7 Million in Fees TROPICANA ENTERTAINMENT: Court OKs Ernst & Young's $270,000 Fees TRIBUNE CO: Akin Gump Says Disqualification Request "Unwarranted" TRIBUNE CO: Committee Files Preference Suits vs. 212 Parties TRIBUNE CO: Files Preference Suits vs. 97 Counterparties TRIBUNE CO: Removal Period Extended Until February 28 TRIBUNE CO: Step One Lenders Defend State Court Lawsuit US AIRWAYS: S&P Affirms Corporate Credit Rating at 'B-' VANGENT INC: S&P Gives Positive Outlook, Affirms 'B' Rating VARGAS REALTY: Debtors Ratified Loan Transaction with Mortgagee VILLAGE AT CAMP: Wants to Continue Cash Collateral Use VITESSE SEMINCONDUCTOR: Posted $14.8-Mil. Net Income in Fiscal Q4 VITRO SAB: To File Concurso Plan in Mexico by December 16 VITRO SAB: Bondholders Given Limited Discovery in U.S. VM ASC: Section 341(a) Meeting Scheduled for Jan. 21 VYTERIS INC: Former Pet DRx Chairman Named to Board of Directors WALSH MOSS: Case Summary & 20 Largest Unsecured Creditors WASHINGTON MUTUAL: Plan Hearing Ends, Wait Begins for Ruling WEGENER CORP: Panel OK Issuance of Common Stock Options WESTERN STATES: Voluntary Chapter 11 Case Summary WILLIAMS COAL: Has Royalty Income of $1.48MM in Sept. 30 Quarter WIRECO WORLDWIDE: Moody's Cuts Ratings on Senior Loan to 'Ba3' WIRECO WORLDGROUP: S&P Affirms 'B+' Corporate Credit Rating WORKERS CORP: Case Summary & 20 Largest Unsecured Creditors W.R. GRACE: Completes Acquisition of Synthetech W.R. GRACE: Presents at Citi Basic Materials Symposium ZALE CORP: Reports $97 Million Net Loss in October 31 Quarter * Sarah R. Borders Named to King & Spalding's Policy Committee * Houston Law Grad Joins Hughes Watters Askanase * BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership ********* 15-35 HEMPSTEAD: U.S. Trustee Forms 5-Member Creditors Committee ---------------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of 15-35 Hempstead Properties, LLC, and Jackson 299 Hempstead, LLC. The Creditors Committee members are: 1. Atlantic City Electric Company Attn: Renee Suglia, Esq. 800 No. King St., 5th Floor Wilmington, DE 19801 Tel: (302) 429-3765 Fax: (302) 429-3801 2. South Jersey Gas Company Attn: Steven Cocchi, Esq. 1 So. Jersey Plaza Folsom, NJ 08037 Tel: (609) 561-9000 Fax: (609) 561-7130 3. Terry & Richard Reyes 82 Sequoia Drive Coram, NY 11727 Tel: (631) 474-2241 4. B&H Security Attn: Adam Kraemer 10 Progress Street Union, NJ 07083 Tel: (908) 277-0070 Extn. 145 Fax: (908) 686-2513 5. Ambrose C. O'Donnell, Jr., P.E. Attn: Ambrose C. O'Donnell, Jr. 36 Treetop Lane Egg Harbor Twp., NJ 08234 Tel: (609) 813-2127 Fax: (609) 813-2126 Atlantic City's Renee Suglia and Jersey Gas's Steven Cocchi are co-chairpersons of the Creditors Committee. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. The Committee is represented by: Michael J. Viscount, Esq. FOX ROTHSCHILD, LLP 1301 Atlantic Avenue, Suite 400 Atlantic City, NJ 08401 Tel: (609) 348-4515 Fax: (609) 348-6834 About 15-35 Hempstead Properties 15-35 Hempstead Properties, LLC, owns real property at 101 Boardwalk in Atlantic City, New Jersey. It filed for Chapter 11 bankruptcy protection on October 26, 2010 (Bankr. D. N. J. Case No. 10-43178). Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., assists 15-35 Hempstead in its restructuring effort. 15-35 Hempstead estimated its assets and debts at $10 million to $50 million. Affiliate Jackson 299 Hempstead LLC filed a separate Chapter 11 petition on October 26, 2010 (Bankr. D. N. J. Case No. 10-43180). Jackson 299 Hempstead, LLC, owns a certain parcel of real property at 101 Boardwalk in Atlantic City, New Jersey. It filed for Chapter 11 bankruptcy protection on October 26, 2010 (Bankr. D. N.J. Case No. 10-43180). Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., assists Jackson 299 in its restructuring effort. Jackson 299 estimated its assets and debts at $10 million to $50 million. Affiliate 15-35 Hempstead Properties, LLC, filed a separate Chapter 11 petition on October 26, 2010 (Bankr. D. N.J. Case No. 10-43178). 556 HOLDING: Now Seeks Dismissal After Building Sold ---------------------------------------------------- Dow Jones' Small Cap reports that 556 Holding LLC is now asking the bankruptcy judge to dismiss its Chapter 11 case. As reported in the Nov. 24, 2010, edition of the Troubled Company Reporter, Judge Allan L. Gropper of the U.S. Bankruptcy Court in Manhattan has approved the sale of the Debtor's main asset -- the 30,000-square-foot building that houses the Chelsea Art Museum -- to New York real-estate developer Albanese Development Corp.'s for $19.35 million. Lender Hudson Realty Capital, which had previously fought for the right to sell the property, consented to the sale, after reaching a deal that would give it $13.05 million of the sale proceeds to cover payment for its claims. According to Dow Jones, in the Motion to Dismiss, 556 Holding said that it has "nothing left to gain" from lingering in Chapter 11 following the sale of its property. The Debtor explained that there's no reason for it to keep administering its bankruptcy case, as the $19.35 million offer from Albanese Development is expected to generate enough funds to pay creditors' claims in full. "The debtors believe that the dismissal of these Chapter 11 cases is in the best interests of their estates because, among other things, it will allow their estates to avoid incurring the additional administrative expense attendant with confirmation of a plan," 556 Holding said in papers filed Tuesday with the U.S. Bankruptcy Court in Manhattan, the report notes. About 556 Holding 556 Holding LLC is the entity that owns the building that houses the Chelsea Art Museum. The building was built in 1850 and located in the Chelsea neighborhood on the west side of Manhattan. The building is worth $20 million, says 556 Holding. New York-based 556 Holding LLC filed for Chapter 11 bankruptcy protection on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14267). Richard Engman, Esq., at Jones Day, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. An affiliate, KDMJ Realty, Inc., filed a separate Chapter 11 petition on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14268). ABITIBIBOWATER INC: Emerges From Bankruptcy in Canada & U.S. ------------------------------------------------------------ AbitibiBowater Inc. has successfully completed its reorganization and has emerged from creditor protection under the Companies' Creditors Protection Act in Canada and chapter 11 of the U.S. Bankruptcy Code. "Through our restructuring efforts, we have transformed this organization and given AbitibiBowater a new future - one driven by a Company-wide commitment to profitability and sustainability," stated David J. Paterson, President and Chief Executive Officer. "By strengthening our competitiveness and dramatically improving our financial position, AbitibiBowater has become one of the lowest cost forest products companies in North America. We are now a leaner, more flexible organization with a balanced product portfolio, better able to create value for our stakeholders while responding to the challenges of a tough industry with ongoing market volatility." Emergence from creditor protection represents the culmination of efforts that were undertaken shortly after the combination of Abitibi-Consolidated Inc. and Bowater Incorporated in order to address fundamental changes in the marketplace. Since 2007, the Company has restructured itself both financially and operationally in a way that has dramatically lowered its breakeven point, having: - Streamlined its asset profile to top-performing facilities, closing or idling 3.4 million metric tons of paper capacity on an annual basis. This represents capacity reductions of 41% for newsprint and 32% for commercial printing papers. Wood products capacity was reduced by 21% over the same period. - Balanced its portfolio of products, reducing exposure to any one grade. New production capacities on an annual basis are - newsprint: 3.3 million metric tons, commercial printing papers: 2.5 million metric tons, pulp: 1.1 million metric tons and wood products: 2.2 billion board feet. - Developed a flexible mill portfolio with a mix of U.S., Canadian and international mills located strategically to efficiently serve our customers, supporting low-cost, on- time delivery and providing a natural currency hedge as well as the ability to adapt to changing market dynamics. - Completed a strategic review and sold non-core assets and land holdings for total aggregate proceeds of over $940 million. - Reduced its debt burden by 88% from $6.8 billion to $850 million, excluding approximately $239 million in non- recourse joint-venture debt for ACH Limited Partnership. This Company is currently in the process of evaluating the potential sale of ACH. - Eliminated $880 million of annual fixed costs, from $1,353 million to $473 million. - Realized over $375 million in annualized synergies from Manufacturing efficiencies and SG&A reductions as well as procurement and logistics initiatives. - Entered into agreements with provincial authorities in Ontario and Quebec, reducing annual pension fund contributions by approximately $200 million. These reductions have been made while registered pension plans continue to pay 100% of obligations to retirees and beneficiaries. The Company will gradually move towards normalized solvency funding over a 10-year period. - Completed other initiatives that have materially improved AbitibiBowater's financial position, including: the repudiation or renegotiation of unfavorable contracts, creating savings of over $78 million and the settlement of a North American Free Trade Agreement (NAFTA) claim of C$130 million for the expropriation of Company assets in Newfoundland and Labrador. In noting the importance of this occasion, Alain Grandmont, Executive Vice President, Human Resources and Supply Chain, stated: "It brings me great pride in sharing this defining moment in AbitibiBowater's history with our employees, union leadership, customers, business partners and supporters, without whom this day would not have been possible. In the long process of our turnaround, all of us have made sacrifices to place this organization in the much stronger position it now enjoys. AbitibiBowater values and appreciates the commitment all have shown in helping us reach this point." "The restructuring process has tested the strength of our relations with our employees, unions, business partners and the communities where we live and do business. We will work hard to renew positive relationships and build goodwill through a commitment to be profitable as well as environmentally and socially responsible," said Pierre Rougeau, Executive Vice President, Operations and Sales. "Our continuing investments in sustainable forest management, renewable energy projects and reducing our environmental footprint reflect AbitibiBowater's commitment to be an environmental supplier of choice," added Yves Laflamme, Senior Vice President, Wood Products. "Moving forward, we remain committed to providing exceptional value to our customers by delivering diversified, innovative products and services that support our customer needs." The path for AbitibiBowater to emerge from creditor protection was set in motion following the entry of a confirmation order for the Company's chapter 11 plan of reorganization by the U.S. Bankruptcy Court for the District of Delaware and the sanction of the Company's CCAA plan of reorganization by the Quebec Superior Court on November 23 and September 23, 2010, respectively. AbitibiBowater has closed $1,450 million in exit financing facilities that will be used to repay remaining debtor-in- possession credit facilities, honor obligations to secured creditors, make other payments required upon exit from creditor protection, and increase its already strong liquidity position. On or about December 17, 2010, the Company will make certain initial distributions to unsecured creditors in the form of new shares of AbitibiBowater common stock in payment of allowed creditor claims. Subject to official notice of issuance, the new shares will be listed on the New York Stock Exchange and the Toronto Stock Exchange. Trading on the NYSE and TSX is expected to begin on December 10, 2010 on a "when issued" basis under the symbol "ABH WI", and "regular way" trading is anticipated to begin on December 20, 2010, the date of the initial distribution to unsecured creditors, under the symbol "ABH". "Our emergence from creditor protection marks the beginning of a new AbitibiBowater. We are committed to building on our sound foundation by improving our business mix, reducing costs and providing high-quality products. I am confident that the financial and operating restructuring we have completed provides the framework for future success," added William G. Harvey, Executive Vice President and Chief Financial Officer. About AbitibiBowater Inc. AbitibiBowater Inc. produces newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. The Company also recycles old newspapers and magazines. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. The U.S. Bankruptcy Court issued an opinion confirming AbitibiBowater's plan of reorganization under chapter 11 of the U.S. Bankruptcy Code on November 22. The Debtor also obtained approval of its reorganization plan under the Canadian Companies' Creditors Arrangement Act. AbitibiBowater expects to emerge and its plans to become effective in December. AD SYSTEMS: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Ad Systems Communications Inc. fka NanoAsia Ltd. 495 State Street, Suite 459 Salem, OR 97301 Bankruptcy Case No.: 10-32725 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Samuel A. Schwartz, Esq. THE SCHWARTZ LAW FIRM 701 E. Bridger Avenue, Suite 120 Las Vegas, NV 89101 Tel: (702) 385-5544 Fax: (702) 385-2741 E-mail: sam@schwartzlawyers.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-32725.pdf The petition was signed by J. Michael Heil, CEO/chairman of the board. ADVANTAGE SALES: S&P Assigns 'B+' Corporate Credit Rating --------------------------------------------------------- Standard and Poor's has given 'B+' preliminary rating to Advantage Sales & Marketing Inc. and a stable outlook. Advantage Sales & Marketing Inc. is entering into a $900 million first-lien credit facility and a $425 million second-lien term loan to help finance its purchase by Apax Partners. S&P is assigning a preliminary 'B+' corporate credit rating to the company. Concurrently, S&P is assigning a preliminary 'B+' issue-level rating to the proposed first-lien credit facility and a preliminary 'B-' rating to the proposed second-lien term loan. The stable outlook reflects S&P's expectation that credit metrics will improve as a result of both profit growth and debt reduction with free cash flow in the near term. ALISO COMMONS: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Aliso Commons Corner LLC P.O. Box 7029 Capistrano, CA 92624 Bankruptcy Case No.: 10-27372 Chapter 11 Petition Date: December 8, 2010 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Todd B. Becker, Esq. LAW OFFICES OF TODD B. BECKER 3750 E. Anaheim Street, Suite 100 Long Beach, CA 90804 Tel: (562) 495-1500 Fax: (562) 494-8904 E-mail: veloz@toddbeckerlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $100,001 to $500,000 The petition was signed by David Klein, agent with authority. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- North Valley Mall LLC 10-19346 09/02/09 Richard and Lucy Parks 10-21738 08/23/10 M & Z Valley Associates 10-11079 01/29/10 Debtor's List of six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Pierce Cooley Architects Judgment Archetectual $49,388 17280 Red Hill Drive Fees Irvine, CA 92614 Grubb & Ellis Real Estate $37,640 4675 MacArthur Court Commission Newport Beach, CA 92660 Madison Street Partners Real Estate $15,000 8105 Irvine Center Court Irvine, CA 92618 QMI Security Associate Security $5,212 Robert Bunyon & Associates Consultant $2,514 CDPC Consulting Service $655 ALLIANT HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' counterparty credit and 'CCC' senior unsecured ratings on Alliant Holdings I Inc. The outlook remains stable. Standard & Poor's also assigned a 'B-' rating on Alliant's pending $160 million senior secured term loan, which is due in 2014. The recovery rating on this issue is '3', which indicates its expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default. In addition, S&P revised its recovery rating on Alliant's existing senior secured credit facilities to '3' from '2'. As a result, S&P lowered its ratings on these loans to 'B-' from 'B', in accordance with its notching criteria for a recovery rating of '3'. The senior secured credit facilities consist of a $368 million term loan B, a $56 million term loan C, and a $60 million undrawn revolving credit facility. The new term loan will rank pari passu with the company's existing senior secured credit facilities and will be subject to the same amended financial maintenance covenants. Alliant will use the proceeds from the debt issuance to finance two acquisitions: T&H Holdings, which provides property/casualty brokerage services, and a California-based employee benefits solutions provider. S&P expects these acquisitions to enhance Alliant's competitive position by creating greater geographic diversification and by complementing its existing strategy of focusing on niche programs. The cost of these acquisitions will total approximately $185 million, which Alliant will finance through the $160 million term loan facility, balance sheet cash, and equity. S&P does not believe that the new debt issuance will change Alliant's debt- servicing capabilities significantly. "S&P believes that the company's leveraged balance sheet constrains its financial flexibility," said Standard & Poor's credit analyst John Iten. "Pro forma for the two acquisitions, Alliant will report debt to adjusted EBITDA of 5.9x and EBITDA fixed-charge coverage of 2.2x at year-end 2010. Nonetheless, the rating also reflects the company's experienced management team, diverse revenue base, peer-leading organic revenue growth rates, and strong EBITDA margins." S&P revised the senior secured recovery rating to '3' from '2' to reflect the increase in the amount of first-lien debt outstanding resulting from the new incremental senior secured term loan. This has lowered its recovery expectations for Alliant's secured lenders. Standard & Poor's expects Alliant to remain cash flow positive, to meet its restrictive covenants for the remainder of 2010 and in 2011, and to successfully integrate the acquisitions into its existing operations. S&P expects Alliant to post an organic revenue growth rate in the low single digits in 2010 as a result of the currently soft property/casualty market pricing, downward pressure on fees in the employee benefits area, and weak economic conditions. AMERICAN CAPITAL: S&P Gives Stable Outlook, Affirms 'B-' Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on American Capital Ltd. to stable from negative. At the same time, S&P affirmed its 'B-' long-term counterparty credit rating and senior secured and senior unsecured debt ratings. "The rating action follows ACAS's significant reduction of debt both at the time of its June 2010 debt exchange and during and after third-quarter 2010," said Standard & Poor's credit analyst Sebnem Caglayan. In June 2010, ACAS completed a debt exchange paying $1.03 billion cash and issuing $1.3 billion of secured notes in exchange for its $2.4 billion of unsecured debt that had been in covenant default since first-quarter 2009. The company continued to create liquidity through portfolio exits amounting to $305 million in third-quarter 2010, further reducing overall debt by $407 million. Total debt outstanding dropped to $2.5 billion at Sept. 30, 2010, from $4.3 billion at Sept. 30, 2009. ACAS prepaid an additional $107 million of its 2013 secured debt in November 2010, causing the interest rate on the remaining 2013 secured debt to decline to the lowest level under the governing debt agreements. The company does not face mandatory amortization payments on its debt until June 2013. The significant reduction in debt, which S&P views as positive for the ratings, allowed the debt-to-equity metric to improve to 0.77x at Sept. 30, 2010, from 1.78x at year-end 2009. S&P's ratings on Bethesda, Md.-based ACAS are based on the firm's high level of nonaccrual loans compared to its peers, weak reported operating earnings, and its exposure to finance company and structured equity investments. ACAS's significant reduction in leverage after its debt exchange and a permanent capital base that provides a cushion against losses offset its difficulties. In anticipation of the exchange, the company had delevered its balance sheet and generated liquidity by selling assets throughout 2009 and 2010. The fair value of its portfolio decreased to $5.6 billion at Sept. 30, 2010, from $7.4 billion at year-end 2008. Portfolio exits came at the cost of $1.2 billion of realized losses in the seven quarters ended Sept. 30, 2010. Nevertheless, ACAS has demonstrated an ability to sell assets in turbulent markets, and these sales have helped the firm to accumulate the cash necessary for the substantial debt reduction. The nonaccrual loans at 18.8% at cost and 7.8% at fair value continue to be higher than those of rated peers. Furthermore, the portfolio's concentration in finance companies and structured equity at $682.4 million as of Sept. 30, 2010, continues to intensify the firm's exposure to market volatility. The company currently does not have access to a revolving credit facility and the on-balance-sheet liquidity was $109 million at Sept. 30, 2010. Although improved since the debt exchange, balance-sheet liquidity remains limited because it depends mostly on future portfolio exits, of which a significant portion may be used to pay down its securitized debt. The stable outlook reflects S&P's expectation that ACAS's leverage and interest-coverage metrics will continue to improve owing to reduced debt levels. The outlook also incorporates S&P's expectation that ACAS continues to delever its balance sheet in the short term to improve its liquidity profile. S&P could raise the ratings if the firm significantly improves its leverage metrics and portfolio performance. Conversely, S&P could lower the ratings if management is unable to stabilize the portfolio performance and liquidity, or if leverage or asset- quality metrics deteriorate. AMERICAN HOME: U.S. Attorney's Office Looks Into Possible Fraud --------------------------------------------------------------- Bankruptcy Law360 reports that the U.S. Attorney's Office for the District of Delaware is looking into potential fraudulent actions reported by the bankruptcy judge in charge of American Home Mortgage Holdings Inc.'s Chapter 11 proceedings. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for Chapter 11 protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home filed a de-consolidated plan of liquidation on August 15, 2008. The former home mortgage lender's liquidating Chapter 11 plan was confirmed in February 2009. AMERICANWEST BANCORP: Court OKs Sale of AmericanWest Bank --------------------------------------------------------- AmericanWest Bancorporation disclosed that the U.S. Bankruptcy Court for the Eastern District of Washington approved a Sale Order authorizing the Holding Company to complete the previously announced sale of its wholly-owned subsidiary, AmericanWest Bank and its Far West Bank division in Utah, to a subsidiary of SKBHC Holdings LLC. "This is terrific news," said Pat Rusnak, President & CEO of AmericanWest Bancorporation. "Since announcing our agreement with SKBHC on October 27, the process has gone smoothly. The Court's approval brings us to the final step in recapitalizing the Bank that will preserve hundreds of jobs, restore our capital and allow us to continue serving thousands of individuals and businesses throughout Washington, Idaho and Utah." "Our employees are excited and ready to move the Bank forward, providing outstanding service to our customers as they always have," said Rusnak. "We are grateful to our employees for their dedication and hard work and to our customers for their loyalty as we have worked through this process." At the closing of the sale transaction, SKBHC will contribute up to $200 million of additional capital to the Bank. This recapitalization will enable the Bank to return to "well- capitalized" status as defined by the Bank's regulators. "On behalf of SKBHC, we salute Pat and his team for navigating a complex and challenging process with admirable professionalism," said Scott A. Kisting, Chairman and CEO of SKBHC. "We have been interested in the Bank because of its mix of dedicated employees, loyal customers and attractive communities. Together with those employees, we are about to begin a new chapter in the Bank's life. We are very proud to be a part of it." SKBHC has notified the Holding Company that SKBHC has received all necessary regulatory approvals to complete the sale and acquire the Bank. The sale is expected to close by December 31, 2010. About AmericanWest Bancorporation Headquartered in Spokane, Washington, AmericanWest Bancorporation (OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding company whose principal subsidiary is AmericanWest Bank, which includes Far West Bank in Utah operating as an integrated division of AmericanWest Bank. AmericanWest Bank is a community bank with 58 financial centers located in Washington, Northern Idaho and Utah. AmericanWest Bancorporation filed for Chapter 11 protection on Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097). The banking subsidiary was not including in the Chapter 11 filing. Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster LLP, also serve as counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million in its Chapter 11 petition. AmericanWest Bancorporation's estimates exclude its banking unit's assets and debts. In its latest Form 10-Q filed with the Securities and Exchange Commission, AmericanWest Bancorporation reported consolidated assets -- including its bank unit's -- of $1.536 billion and consolidated debts of $1.538 billion as of Sept. 30, 2010. AMERISOUTH V: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Amerisouth, V. L.P. aka Park Creek Manor Apartments 325 N. St. Paul, Suite 3350 Dallas, TX 75201 Bankruptcy Case No.: 10-38592 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Edwin Paul Keiffer, Esq. WRIGHT GINSBERG BRUSILOW P.C. Republic Center, Suite 4150 325 North St. Paul Street Dallas, TX 75201 Tel: (214) 651-6517 Fax: (214) 744-2615 E-mail: pkeiffer@wgblawfirm.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 Ruel M. Hamilton, president of American Southwest Holdings, Inc. AMSCAN HOLDING: Completes Refinancing with New $675MM Term Loan --------------------------------------------------------------- Amscan Holdings Inc. has completed the refinancing of its existing senior secured term loan credit facility with a new $675 million senior secured term loan credit facility the proceeds of which were used to repay in full all indebtedness and other amounts due or outstanding under its Existing Credit Facility and pay a special cash dividend of approximately $311 million. The New Credit Facility consists of a $675 million term loan facility. The term loans mature in 2017. The New Credit Facility provides the Company with two pricing options: i) an alternate base interest rate equal to the greater of (a) the prime rate (b) the federal funds rate plus 1/2 of 1% or (c) the LIBOR rate plus 1%, in each case, on the date of such borrowing, or ii) a LIBOR based interest rate determined by reference to the LIBOR cost of funds for U.S. dollar deposits for the relevant interest period adjusted for certain additional costs provided that LIBOR shall not be lower than 1.50% and, in each case, plus an applicable margin. The applicable margin is 4.25% with respect to ABR borrowings and 5.25% with respect to LIBOR borrowings. The facility has been provided by a consortium of commercial banks with Credit Suisse Securities AG as administrative agent, Credit Suisse Securities (USA) LLC and Goldman Sachs Lending Partners LLC as joint lead arrangers; Goldman Sachs and Wells Fargo Securities LLC as co-syndication agents; Deutsche Bank Securities Inc. and Barclays Capital as co-documentation agents and Credit Suisse, Goldman Sachs, Wells Fargo, Deutsche Bank and Barclays as joint bookrunners and Ropes & Gray LLP provided legal counsel to the Company for this transaction. About Amscan Holdings Based in Road Elmsford, New York, Amscan Holdings, Inc., designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. The Company also operates retail party goods and social expressions supply stores in the United States under the names Party City, Party America, The Paper Factory, Halloween USA and Factory Card & Party Outlet, and franchises both individual stores and franchise areas throughout the United States and Puerto Rico principally under the names Party City and Party America. The Company is a wholly owned subsidiary of AAH Holdings Corporation. The Company's balance sheet at Sept. 30, 2010, showed $1.71 billion in total assets, $1.17 billion in total liabilities, and stockholders' equity of $524.32 million. * * * Amscan Holdings carries Standard & Poor's Ratings Services' 'B' corporate credit rating, and Moody's Investors Service's 'B2' Corporate Family and Probability of Default Ratings. As reported in the TCR on November 23, 2010, S&P affirmed the 'B' rating after the Company stated that it will use the proceeds from the proposed term loan facility to pay a roughly $310 million special dividend to its equity sponsors and repay borrowings under its existing term loan facility ($342 million outstanding as of Sept. 30, 2010). "The affirmation of Amscan's credit ratings reflect S&P's view that, following payment of its debt-financed dividend payment to its equity sponsors," said Standard & Poor's credit analyst Linda Phelps, "it will have a highly leveraged financial risk profile and its financial policy has become more aggressive." ARJUN HOSPITALITIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Arjun Hospitalities, Inc. 280 W 7200 S Midvale, UT 84047 Bankruptcy Case No.: 10-36823 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Tyler J. Jensen, Esq. LEBARON & JENSEN, P.C. 476 West Heritage Park Boulevard, Suite 104 Layton, UT 84041 Tel: (801) 773-9488 Fax: (801) 773-9489 E-mail: tylerjensen@lebaronjensen.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Pashmeet Singh, president. ARVINMERITOR INC: Business Transformation Substantially Complete ---------------------------------------------------------------- ArvinMeritor, Inc., held a meeting with investors and analysts in New York, NY, on December 7, 2010. ArvinMeritor said in its presentation that its transformation -- to focus the Company on global commercial and industrial markets - - is substantially complete. The Company has been in the process during the last two years of divesting its light vehicle systems business ("LVS") and transforming the company to focus solely on commercial vehicle and industrial markets. The Company believes this will allow it to focus on targeted investments with potentially higher margins. On August 3, 2010, the Company entered into an agreement to sell its Body Systems business to an affiliate of Inteva Products, LLC. The purchase price is approximately $35 million, including $20 million in cash at closing and a promissory note for $15 million, before potential adjustments for items such as working capital fluctuations. According to the Analyst Day presentation, the Company has received all required clearances from competition authorities for the sale of Body Systems. The remaining closing preparations on track toward an anticipated completion on or around the end of December 2010. A full-text copy of the Slide Presentation is available for free at http://ResearchArchives.com/t/s?70b9 About ArvinMeritor Based in Troy, Michigan, ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- supplies integrated systems, modules and components to the motor vehicle industry. The Company celebrated its centennial anniversary in 2009. The Company serves commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets, and light vehicle manufacturers. ArvinMeritor has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2010, when Moody's raised the ratings to 'B3' from 'Caa1', it noted that about 52% of the company's fiscal 2010 revenues to date are from North America, where demand is expected to strengthen in the second half of the year. But with 21% of the Company's revenue from Europe, a slower pace of economic recovery is expected to constrain overall growth. Tight credit markets also may limit near-term growth in commercial vehicle purchases, Moody's said. The balance sheet at September 30, 2010, showed $2,879,000,000 in assets, $3,902,000,000 in liabilities and a $1,023,000,000 shareholders' deficiency. Stockholders' deficit was $909.0 million at June 30, 2010. ARVINMERITOR INC: Body Systems Sale Closing Date Set for Jan. 3 --------------------------------------------------------------- On December 6, 2010, ArvinMeritor, Inc., entered into an amendment to its Purchase and Sale Agreement dated as of August 3, 2010 to sell its Body Systems business to 81 Acquisition LLC, an affiliate of Inteva Products, LLC. The First Amendment provides that the closing date for the sale is definitively set as January 3, 2011, and that the date by which the agreement may be terminated by either party if the closing does not occur will be extended to February 8, 2011. The First Amendment also provides that the Buyer waives and deems satisfied most of the conditions to its closing of the transaction. A copy of the First Amendment to the Sale Agreement filed with the Securities and Exchange Commission is available for free at http://researcharchives.com/t/s?70c1 About ArvinMeritor Based in Troy, Michigan, ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- supplies integrated systems, modules and components to the motor vehicle industry. The Company celebrated its centennial anniversary in 2009. The Company serves commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets, and light vehicle manufacturers. ArvinMeritor has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2010, when Moody's raised the ratings to 'B3' from 'Caa1', it noted that about 52% of the company's fiscal 2010 revenues to date are from North America, where demand is expected to strengthen in the second half of the year. But with 21% of the Company's revenue from Europe, a slower pace of economic recovery is expected to constrain overall growth. Tight credit markets also may limit near-term growth in commercial vehicle purchases, Moody's said. The balance sheet at September 30, 2010, showed $2,879,000,000 in assets, $3,902,000,000 in liabilities and a $1,023,000,000 shareholders' deficiency. Stockholders' deficit was $909.0 million at June 30, 2010. ASSOCIATED MATERIALS: Posts $19.41-Mil. Net Income in 2010 Q3 ------------------------------------------------------------- Associated Materials filed its quarterly report on Form 10-Q, reporting net income of $19.41 million on $329.55 million of net sales for the quarter ended Oct. 2, 2010, compared with net income of $22.93 million on $324.81 million of net sales for the quarter ended Oct. 3, 2009. The Company's balance sheet at Oct. 2, 2010, showed $876.65 million in total assets, $269.50 million in current liabilities, $53.38 million in deferred income taxes, $60.74 million in other liabilities, $197.74 million in long-term debt, and member's equity of $295.32 million. A full-text copy of the Company's Form 10-Q filed with the Securities and Exchange Commission is available for free at: http://researcharchives.com/t/s?70bf About Associated Materials Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka Associated Materials Inc. -- http://www.associatedmaterials.com/ -- is a manufacturer of exterior residential building products, which are distributed through company-owned distribution centers and independent distributors across North America. AMI produces a broad range of vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, as well as vinyl fencing and railing. AMI is a privately held, wholly owned subsidiary of Associated Materials Holdings Inc., which is a wholly-owned subsidiary of AMH, which is a wholly owned subsidiary of AMH II, which is controlled by affiliates of Investcorp S.A. and Harvest Partners Inc. * * * Associated Materials carries a 'B1' long term rating from Moody's Investors Service. It has 'B' issuer credit ratings, with "stable" outlook, from Standard & Poor's Ratings Services. In October 2010, S&P said the stable rating outlook reflects S&P's expectation that AMI's earnings and cash flow will continue to benefit from increased operating efficiencies, as well as stable demand in the repair and remodeling markets. Moreover, S&P projects that adjusted debt to EBITDA should fall to between 5x and 6x by the end of 2010 and interest coverage to be around 2x, levels S&P would consider to be consistent with the current rating. BAKHTAVER IRANI: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Bakhtaver A. Irani Aspi K. Irani 220 Sagamore Lane Franklin Lakes, NJ 07417 Bankruptcy Case No.: 10-47961 Chapter 11 Petition Date: December 8, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Donald H. Steckroth Debtors' Counsel: Daniel Stolz, Esq. WASSERMAN, JURISTA & STOLZ 225 Millburn Avenue, Suite 207 P.O. Box 1029 Millburn, NJ 07041-1712 Tel: (973) 467-2700 E-mail: dstolz@wjslaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Joe Lipari Closter Plaza $5,000,000 75 Orient Way Contract Rutherford, NJ 07070 Nara Bank Guaranty $4,700,042 2025 Lemoine Avenue, #1 Fort Lee, NJ 07024-5710 Wilshire State Bank Guaranty $3,999,396 215 Main Street Fort Lee, NJ 07024 Nara Bank Guaranty $3,653,459 2025 Lemoine Avenue, #1 Fort Lee, NJ 07024-5710 Oritani Bank Guaranty $3,627,117 P.O. Box 15209 Newark, NJ 07192-5209 Wilshire State Bank Guaranty $3,475,853 215 Main Street Fort Lee, NJ 07024 Northfield Bank Guaranty $2,447,175 581 Main Street, Suite 810 Woodbridge, NJ 07095 Oritani Bank Guaranty $2,220,684 P.O. Box 15209 Newark, NJ 07192-5209 Boiling Springs Savings Bank Guaranty $2,073,166 327 Franklin Avenue Wyckoff, NJ 07481 Shinhan Bank (Amko Finc. LLC) Guaranty $1,939,775 330 Fifth Avenue, 4th Floor New York, NY 10001 Oritani Bank Guaranty $1,704,306 P.O. Box 15209 Newark, NJ 07192-5209 JP Morgan Chase Guaranty $1,131,607 Royal Ridge Operation Center P.O. Box 650528 Dallas, TX 75265-0528 JP Morgan Chase Guaranty $1,065,596 Royal Ridge Operation Center P.O. Box 650528 Dallas, TX 75265-0528 Wilshire State Bank Guaranty $861,074 215 Main Street Fort Lee, NJ 07024 JP Morgan Chase Guaranty $838,995 Royal Ridge Operation Center P.O. Box 650528 Dallas, TX 75265-0528 Shinhan Bank Guaranty $774,724 330 Fifth Avenue, 4th Floor New York, NY 10001 HSBC Bank Guaranty $768,987 8 East 40th Street, 3rd Floor New York, NY 10016-0102 JP Morgan Chase Guaranty $670,959 Royal Ridge Operation Center P.O. Box 650528 Dallas, TX 75265-0528 JP Morgan Chase Guaranty $545,347 Royal Ridge Operation Center P.O. Box 650528 Dallas, TX 75265-0528 Nara Bank Guaranty $471,636 2025 Lemoine Avenue, #1 Fort Lee, NJ 07024-5710 BANNING LEWIS: Secures $3.5 Million of DIP Financing ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Banning Lewis Ranch Co., saying the right to use cash runs out Dec. 21, filed a motion Monday for approval of $3.5 million in secured financing. The hearing for preliminary approval of the loan is set for Dec. 21. The loan, to pay 10% interest, will come from DBL Investors LLC and Greenfield BLR Finance Partners LP. The Lenders are to be given a lien behind the collateral securing $65.5 million owing on the loan where KeyBank NA serves as agent. The loan will be prior to all other secured debt. About Banning Lewis Banning Lewis Ranch Co. is the owner of the undeveloped portion of a 21,000-acre ranch in Colorado Springs, Colo. Banning Lewis Ranch is a master-planned community in Colorado Springs, Colorado. The first section built, the 350-acre Northtree Village, opened in September 2007 and will have 1,000 homes priced from the high $100,000s to the mid-$300,000s. Banning Lewis Ranch filed for Chapter 11 bankruptcy protection from creditors on October 28, 2019 (Bankr. D. Del. Case No. 10- 13445). It estimated assets of $50 million to $100 million and debts of $100 million to $500 million in its Chapter 11 petition. An affiliate, Banning Lewis Ranch Development I & II, LLC, also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446). Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel to the Debtors. Edward A. Phillips of Eisner Amper LLP has been retained as the Company's chief restructuring officer. BEARINGPOINT INC: Unsecured Creditor Pool Reduced to $793 Mil. -------------------------------------------------------------- John DeGroote Services, LLC, Liquidating Trustee to the BearingPoint, Inc. Liquidating Trust, said December 8 that a significant reduction of the Disputed General Unsecured Claims Reserve has been achieved, resulting in a total remaining unsecured claims pool of less than $793 million. "We have pursued a number of objections and entered into various settlement agreements that have resulted in a significant reduction to our Disputed General Unsecured Claims Reserve," said John DeGroote, President of John DeGroote Services, LLC. "Recovery to creditors is the primary mission of the Trust, and I am proud of the team that has made this happen." Since filing for chapter 11 protection in 2009, BearingPoint and its debtor affiliates, and the Trust have returned more than $440 million to BearingPoint's creditors, including payment in full to their secured lenders, full satisfaction of BearingPoint, Inc.'s Paid Time Off obligations to former employees, roughly $4 million to additional administrative creditors, and $18 million to unsecured creditors. "Our unsecured claims reserve has been reduced by approximately $2.26 billion, or 74%, since our plan went effective," said AlixPartners Managing Director Barry Folse, who leads the resolution of claims and preference actions for the Trust. The Trust currently anticipates and intends to make at least one more distribution to unsecured creditors by the end of 2010. "The amount and timing of this distribution will primarily hinge on the timing of litigation settlements and recoveries over the next several weeks," said David Johnston, the lead financial advisor to the Trust and former CFO of BearingPoint. 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: Picard Sues Maxam Fund, Manzke for $100MM ----------------------------------------------------------- Irving H. Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC on December 8 filed a complaint in the United States Bankruptcy Court for the Southern District of New York against Sandra L. Manzke, members of her family, Maxam Capital Management, LLC and related Maxam investment funds. The Trustee seeks recoveries totaling approximately $100 million in connection with the Madoff Ponzi scheme. The complaint addresses Ms. Manzke's role in continuing to enable and profit from the Madoff Ponzi scheme after departing from Tremont Group Holdings, which has been named in a separate action brought by the Trustee, in 2005, when she formed her own investment management company, Maxam Capital, which managed the Maxam Absolute Return Fund, L.P. Ms. Manzke also formed a fund for foreign investors, Maxam Absolute Return Fund, Ltd. "The Maxam organization and funds were established solely to continue Manzke's collaboration with and enrichment through BLMIS," said Mr. Picard. "In the less than three years Maxam was in business, it channeled more than $300 million into BLMIS." According to the complaint, Manzke was a self-proclaimed industry "watchdog," calling for heightened investor protection and due diligence against managers whose main concern was their own personal gain. Yet, Manzke was among Madoff's most valuable enablers, assisting the fraud for almost 15 years through a number of investment advisory and feeder-fund entities. "Like Bernard Madoff, Manzke used a veneer of industry respectability to lure investors and enrich herself, her family, and select colleagues," said Marc D. Powers, a partner at Baker & Hostetler LLP, the court-appointed counsel for the Trustee. "Neither of the companies she founded - Tremont and Maxam - complied with their own due diligence policies. The Maxam defendants' personal and business relationships with Madoff put them in a unique position to obtain information concerning BLMIS's operations. Yet they failed to conduct adequate investigation, or made no investigation at all, choosing instead to remain willfully ignorant and collect lucrative fees." According to the complaint, Maxam Capital did not follow accepted due diligence procedures. In addition, at Mr. Madoff's request, Maxam Capital made numerous exceptions and ignored established industry practices. Ms. Manzke and Suzanne Hammond, a colleague of Ms. Manzke's at Tremont and a Managing Partner and partial owner of Maxam Capital, were on inquiry notice of Mr. Madoff's scheme while at Tremont, and they carried their knowledge of Mr. Madoff's suspicious activities with them to Maxam Capital. 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: Suit vs. Kin, Directors Filed in U.S. & U.K. -------------------------------------------------------------- Irving H. Picard, the Trustee for the liquidation for Bernard L. Madoff Investment Securities LLC and Stephen J. Akers, a Joint Liquidator of Madoff Securities International Ltd., filed on December 8 a joint complaint in the United Kingdom's High Court of Justice Commercial Court, against individuals and entities related to MSIL, Bernard Madoff's London operation. Named in the December 8 complaint are all of the former directors of MSIL, including Mr. Madoff's brother, Peter, and sons Mark and Andrew, lead director Stephen E.J. Raven, Leon Flax, Christopher Dale, Philip Toop, and Malcolm Stevenson. The complaint also names Sonja Kohn, who has been charged separately for other BLMIS- related fraud, and Kohn related entities. The complaint, based on the investigations of both the Joint Liquidators and the Trustee, seeks aggregate recoveries of at least US$80 million, which include personal claims brought against the directors and officers for breaching their duties to MSIL, in part by making fraudulent payments to various Madoff-related entities, including payments for luxury goods and services enjoyed by Bernard Madoff and the Madoff family, including a yacht, a home in the south of France, and an Aston Martin car. More than $27 million was channeled through MSIL to corporate vehicles used by Sonja Kohn, in sham transactions purported to be payments for research and other services but which were actually kickbacks paid out of BLMIS. "MSIL was part of Madoff's global shell game. Funds stolen in the Ponzi scheme traveled around the world, but ultimately, ended up in the pockets of Madoff, his family, and confederates like Sonja Kohn," said Mr. Picard. "The London operation was a critical piece of the fa‡ade of legitimacy that Madoff constructed to conceal BLMIS's lack of actual trading activity. Madoff represented to his customers that BLMIS conducted trades on the over-the-counter market, after hours, and substantiated this misrepresentation by periodically transferring tens of millions of dollars to MSIL. In reality, however, MSIL never used such funds to purchase securities." Established in 1983, MSIL, which held a seat on the London International Financial Futures Exchange, conducted some legitimate trading activities at times; however, Bernard Madoff's purpose in having MSIL carry on such activities was to assist in concealing his fraud and facilitate the illegal distribution of payments to Bernard Madoff, his family and third parties, including in particular Sonja Kohn, the complaint says. The complaint also asserts that the directors knew that MSIL's trading activities were insufficient justification for its existence, and that the directors breached their duties as fiduciaries and/or trustees. "The directors had duties, among others, to be honest in recording the purposes and activities of the business," said Mr. Akers. "They breached their duties to MSIL by signing off on false documents and misrepresenting the true nature of transactions in the records of MSIL, all of which assisted Mr. Madoff's fraudulent scheme." "Madoff recruited highly reputable senior members of the London financial community to join his board," said David J. Sheehan, counsel for the Trustee and a partner at Baker & Hostetler LLP, the court-appointed counsel for Mr. Picard. "All were experienced and sophisticated enough to understand what was happening. In addition, his staff included employees with accounting and trading experience, who clearly had the knowledge to see through the fraud. Yet, all complied with Madoff's schemes and deceptions." "The money flow between MSIL in London and BLMIS in New York showed that the London company's purpose included acting as a cover to conceal the true nature and source of the monies stolen from BLMIS's customers and returning it to BLMIS's market- making and proprietary trading businesses, run by Madoff's sons Mark and Andrew," said John W. Moscow, a partner at Baker and Hostetler LLP. "The fact that MSIL was supposedly a legitimate, FSA-regulated entity assisted Madoff's dishonest purposes." The Trustee's investigations confirm that between MSIL's incorporation in 1983 and the public revelation of Mr. Madoff's fraud in December 2008, at least $600 million was paid into MSIL from BLMIS and from other sources controlled by Bernard Madoff. During that same period, substantial payments were made out of MSIL for the benefit of Bernard Madoff, members of his family, Sonja Kohn and other third parties. More than $310 million were transferred from BLMIS to MSIL, then back to BLMIS, where the transactions were falsely recorded as trading commissions from London. In addition to Mr. Sheehan and Mr. Moscow, the Trustee and the Joint Liquidators acknowledge the contributions of the Baker & Hostetler LLP attorneys who worked on this filing: Elizabeth Urda, Timothy Pfeifer and Gonzalo Zeballos, together with the London office of solicitors Taylor Wessing LLP, and John Verrill and his colleagues at Dundas & Wilson. The Trustee and the Liquidator also thank the teams of forensic investigators at Grant Thornton UK LLP, led by Timothy Slater, and FTI Consulting, led by Paul Doxey. 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: Picard Sues Richard Glantz, Family for $113MM --------------------------------------------------------------- Bob Van Voris at Bloomberg News reports that the trustee liquidating Bernard Madoff's investment firm sued Richard Glantz and his family for $113 million, saying Glantz and his late father ran feeder funds for Mr. Madoff's Ponzi scheme. 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: Bank Suits Questionable, Weil's Miller Says ------------------------------------------------------------- Linda Sandler and Lisa Murphy at Bloomberg News report that Harvey Miller, Esq., a partner at Weil Gotshal & Manges LLP, said in Bloomberg Television that the lawsuits Irving Picard, the trustee liquidating Bernard Madoff's firm, has brought against banks associated with Mr. Madoff "are in a gray area" because it's "not clear a financial institution has fiduciary duties to investigate fraud and go out and report it." "I could ask the question, 'Where was the SEC?'" Mr. Miller said on Bloomberg Television's "Fast Forward," referring to the U.S. Securities and Exchange Commission. "Now you're saying banks had a duty to investigate Madoff." As reported in the TCR on December 9, 2010, Mr. Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC, has filed lawsuits in the U.S. Bankruptcy Court for the Southern District of New York against seven global banking institutions -- Citibank, Natixis, Fortis, ABN AMRO, Banco Bilbao Vizcaya Argentaria, Merrill Lynch, and Nomura. Through these suits, the Trustee seeks to recover more than $1 billion in total for equitable distribution to BLMIS customers with valid claims. According to the seven complaints, these banks received transfers of money from BLMIS through numerous Madoff feeder funds at times when they either knew or should have known of Mr. Madoff's fraud. The complaints allege that the banks enabled the Madoff Ponzi scheme by opening a spigot of new money into the Madoff feeder fund network, by creating and offering derivative investment products linked to various Madoff feeder funds, including the Fairfield Greenwich, Kingate and Tremont families of funds. Mr. Miller is not involved in the Madoff case. He serves as lead bankruptcy counsel to Lehman Brothers Holdings Inc. Weil Gotshal has been paid $245.8 million as Lehman's lead bankruptcy law firm in the first 25-1/2 months of the bank's Chapter 11 case, according to a court filing. 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. BINH VAN NGUYEN: Suit v. Regions Bank Goes to State Court --------------------------------------------------------- Judge Halil Suleyman Ozerden remands Binh Van Nguyen, v. Regions Bank and Thomas Reynolds, Jr., Case No. 10-cv-253 (S.D. Miss.) to the Circuit Court of Harrison County, Mississippi, Second Judicial District, at the Plaintiff's behest. The Plaintiff originally filed the suit in the Harrison County Circuit Court, asserting a claim against the Defendants for detrimental reliance. The claim stems from the non-renewal of the Plaintiff's wind and hail coverage based upon his failure to pay the premium. The Plaintiff alleges that he reasonably relied on the Defendants' representation that Regions would pay the real property taxes and insurance premiums from an escrow account for the Plaintiff's mortgage loan. The Defendants removed the case to the District Court, invoking the District Court's jurisdiction based upon both diversity of citizenship and federal question. A copy of the District Court's December 7, 2010 Memorandum Opinion is available at http://is.gd/irlh6from Leagle.com. Binh Van Nguyen and Nhieu Thi Tran, in Biloxi, Mississippi, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 05-52987) on July 7, 2005. Judge Edward Gaines presided over the case. Robert Gambrell, Esq., at Gambrell & Stone, PLLC, served as bankruptcy counsel. In their petition, the Joint Debtors estimated $1 million to $10 million in both assets and debts. The bankruptcy case was terminated on August 22, 2008. BLACK ELK: S&P Assigns 'B-' Corporate Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B-' corporate credit rating to Houston, Texas-based Black Elk Energy Offshore Operations LLC. The outlook is negative. In addition, S&P assigned a 'B-' issue-level rating to Black Elk's $150 million senior secured note offering due 2015. Black Elk Energy Finance Corp. is a co-issuer on the notes. S&P assigned a '4' recovery rating to the notes, indicating its expectation of average (30% to 50%) recovery in the event of a default. The company will use the proceeds from the notes offering to repay borrowings under its existing revolving facility (which was terminated at the close of the note offering), to help fund 2011 capital expenditures, to collateralize surety bonds for the recently acquired properties from Nippon Oil Exploration U.S.A Ltd. and to pre-fund one of the two escrow accounts with respect to a portion of its plugging and abandonment obligations related to properties acquired from W&T Offshore Inc. Black Elk has about $263 million in adjusted debt as a result of the note offering. "The ratings on Black Elk reflect the company's vulnerable business risk profile due to its small reserve and production base, very short reserve life, and an acquisitive growth strategy," said Standard & Poor's credit analyst Patrick Jeffrey. "In addition, the ratings are based on the company's geographically concentrated reserves and production in the Gulf of Mexico region and in a highly cyclical, capital-intensive, and competitive industry." The ratings also reflect S&P's assessment that the company's liquidity is less-than-adequate because it does not currently have a revolving credit facility and may have to fund a portion of its capital expenditures with cash balances. S&P views Black Elk's reserve and production base as small relative to many of its competitors. As of Aug. 31, 2010, Black Elk had net proved reserves of 115.5 billion cubic feet equivalent (56% natural gas; 79% proved developed). These reserves are highly concentrated in the shallow water Gulf of Mexico. S&P has always viewed the Gulf as a challenging region due to the inherently steep decline curves. As a result of the Macondo oil spill earlier this year, operators may also face further difficulties due to additional rules and regulations. Recently, the company has received a Notice to Lessees and Operators and Pipeline Right-of-Way Holders letter from the Bureau of Ocean Energy Management, Regulation and Enforcement regarding plugging and abandonment of many of its wells and platforms. Increased regulation could potentially increase the cost and accelerate the timing of plugging and abandonment of these properties, and thus have an impact on cash flow. Production is 11,891 barrels of oil equivalent per day boepd (40% liquids and 60% natural gas) as of Sept. 30, 2010, and about 45% of the production is concentrated in eight fields. The company's reserve life is short at 4.4 years and proved developed reserve life at 3.5 years. The negative outlook reflects the company's limited near-term liquidity because it does not currently have a revolving credit facility, as well as uncertainty about the operating environment in the Gulf of Mexico region over the next few months due to the Macondo oil spill. S&P would consider a downgrade if the company is not able to put a revolving credit facility in place and potential operating challenges in the Gulf of Mexico materially affects its liquidity. S&P would consider a stable outlook if the company is able to put a revolving credit facility in place, demonstrates stable operating performance, and maintains adequate liquidity as it addresses increased regulatory requirements in the Gulf of Mexico region. BOISE PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3' -------------------------------------------------------------- Moody's Investors Service upgraded Boise Paper Holdings, L.L.C.'s corporate family rating to Ba3 from B1. Moody's also upgraded the company's senior secured debt to Baa3 from Ba1 and upgraded the unsecured notes to B1 from B2 -- refer to the list below. The company's speculative grade liquidity rating was affirmed at SGL-2 and the outlook is stable. Upgrades: -- Corporate Family Rating, Ba3 from B1 -- Probability of Default Rating, Ba3 from B1 -- First Lien Secured Revolver, Baa3 (LGD2, 13%) from Ba1 -- First Lien Secured Term Loan A, Baa3 (LGD2, 13%) from Ba1 -- Senior Unsecured Notes due 2017, B1 (LGD4, 67%) from B2 -- Senior Unsecured Notes due 2020, B1 (LGD4, 67%) from B2 Ratings Rationale The upgrade recognizes the company's strong financial performance in 2010 and de-leveraging since formation in February 2008, as its adjusted Debt/EBITDA ratio improved to approximately 3.3x at September 30, 2010. More specifically, the upgrade reflects the company's improved margins, strong free cash generation, solid liquidity position, and the expectation that Boise's credit metrics will be sustained at a Ba3 corporate family rating over the cycle. Moody's believes the conditions within the uncoated freesheet and packaging segments are relatively balanced and will allow Boise the financial flexibility to also prudently balance the uses of free cash flow between capital expenditures, debt repayment, dividends, and potential acquisitions. The Ba3 corporate family rating reflects the company's market position as the third largest producer of uncoated freesheet paper in North America, strong credit metrics and margins, and its favorable relationship with OfficeMax. Volume trends have stabilized in most of the company's paper grades. Despite the demand decline of uncoated freesheet production, pricing has remained strong as industry leaders have proactively taken downtime to match production with orders and manage inventory levels. In addition, the company's corrugated box position is focused on more stable food and agricultural markets, stabilizing operating performance. The ratings are challenged by a slow economic recovery, unfavorable white collar employment figures, the difficulty of shifting to higher margin specialty products and exposure to high fiber and energy costs. Moody's believes the ratings are constrained by the North American uncoated freesheet market which faces secular decline in demand. Boise's revolving credit facility and first lien term loan are guaranteed by operating subsidiaries and secured by all assets of the company. The revolver and term loan are rated Baa3, three notches above the Ba3 corporate family rating, reflecting their preferential position just behind the priority trade creditors in Boise's capital structure, the first priority claim on all assets, and the loss absorption cushion provided by the $600 million of unsecured notes and other unsecured obligations. The $600 million senior unsecured notes are rated B1, a notch below the assigned CFR, reflecting the note holder's subordinated claim behind the secured debt. The stable outlook reflects Moody's mid-term expectation that the uncoated freesheet sector will continue to rationalize its supply base to offset declining demand, allowing Boise to maintain its credit metrics at a Ba3 corporate family rating over the cycle. An upgrade may be warranted if the company reduces debt through internally generated cash flow such that adjusted (RCF-Capex)/Debt exceeds 8% with adjusted Debt/EBITDA below 3.5x (on a sustainable basis). The ratings may be downgraded should the company face significant price and volume deterioration, persistent negative free cash flow, or a material deterioration in liquidity arrangements. Moody's last rating action was on March 8, 2010, when Moody's assigned a B2 rating to Boise's unsecured notes due 2020. Boise Paper Holding, L.L.C., a wholly owned subsidiary of Boise Inc., headquartered in Boise, Idaho, is the third-largest North American producer in uncoated free sheet paper and has a significant presence in the markets for linerboard, corrugated containers, and specialty and premium paper products. BOSTON GENERATING: Creditors Sue Banks Over Loans ------------------------------------------------- Dawn McCarty and Bob Van Voris at Bloomberg News report that the official committee of unsecured creditors for Boston Generating LLC sued Wilmington Trust Corp., Credit Suisse Group AG and Goldman Sachs Group Inc. over $1.8 billion in alleged fraudulent transfers. "It is difficult to imagine a better example of a fraudulent conveyance -- a transfer of value from creditors to membership- unit holders," the Creditors Committee said in the lawswuit. The Bloomberg report relates that the lawsuit accuses Goldman Sachs Credit Partners LP and Credit Suisse Securities (USA) LLC of arranging $1.8 billion in loans for Boston Generating, even though they knew the utility couldn't afford to repay the debt. Wilmington Trust, based in Wilmington, Delaware, was sued in its capacity as an agent for lenders. The Creditors Committee, the report relates, seeks to recover loan payments made between January 2007 and August of this year. Some allegations in the complaint are blacked out, including how the Company's membership-unit holders benefited from the loans. Also blacked out are the fees collected by Credit Suisse and Goldman for arranging the loans. About Boston Generating New York-based Boston Generating, LLC, owns nearly 3,000 megawatts of mostly modern natural gas-fired power plants in the Boston area. Privately held Boston Generating is an indirect subsidiary of US Power Generating Co., and considers itself as the third- largest fleet of plants in New England. Boston Generating filed for Chapter 11 protection on August 18, 2010 (Bankr. S.D.N.Y. Case No. 10-14419). Boston Generating estimated its assets and debts at more than $1 billion as of the Petition Date. EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic Development, LLC; BG New England Power Services, Inc.; and BG Boston Services, LLC, filed separate Chapter 11 petitions. D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy counsel for the Debtors. JPMorgan Securities is the Debtors' investment banker. Perella Weinberg Partners, LP, is the Debtors' financial advisor. Brown Rudnick LLP is the Debtors' regulatory counsel. FTI Consulting, Inc., is the Debtors' restructuring consultant. Anderson Kill & Olick, P.C., is the Debtors' conflicts counsel. The Garden City Group, Inc., is the Debtors' claims agent. The Official Committee of Unsecured Creditors has tapped the law firm of Jager Smith P.C. as its counsel. BRUCE CRAIG: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Bruce Allen Craig 3207 Brass Buttons Trail Austin, TX 78734-2407 Bankruptcy Case No.: 10-13357 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: B. Weldon Ponder, Jr., Esq. Building 3, Suite 200 4601 Spicewood Springs Rd. Austin, TX 78759-7841 Tel: (512) 342-8222 Fax: (512) 342-8444 E-mail: welpon@austin.rr.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-13357.pdf CALIFORNIA COASTAL: Strikes Plan Support Deal With Lenders ---------------------------------------------------------- California Coastal Communities has reached a new agreement with majority of its lenders on a Chapter 11 plan, just three months after its planned restructuring fell apart, Dow Jones' Small Cap reports. California Coastal, is now seeking approval of the Chapter 11 plan-support agreement it struck with existing lenders Anchorage Capital Group LLC, Bank of America and Luxor Capital Group LP, which outlines the terms of a bankruptcy-exit plan, according to Dow Jones. In September, the report notes, California Coastal said in a federal regulatory filing that Luxor's $184 million bankruptcy- exit-financing commitment had expired. The lost financing threw a wrench on the Company's bid to exit Chapter 11, as California Coastal sought to use the exit financing to refinance existing secured debts of more than $180 million. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, California Coastal, under the new plan support agreements, holders of a $99.8 million term loan will end up with the new stock. The Company reached with the holders of 81 percent of the revolving credit and 88 percent of the term loan. The plan- support agreement is scheduled for consideration at a Dec. 16 hearing in U.S. Bankruptcy Court in Santa Ana, California. The Bloomberg report adds that at the Dec. 16 hearing, the bankruptcy judge will be asked to give interim approval for a $15 million loan that could continue as a first-lien obligation when the plan is confirmed. The holders of the $81.7 million revolving credit are slated to have their loan continue after bankruptcy, secured by a second lien and maturing in 2016. According to Mr. Rochelle, in exchange for the $99.8 million term loan, the lenders would receive a new third-lien note for $44 million maturing in 2017 plus all the new stock. The third-lien note would accrue interest at 15 percent. Neither interest nor principal would be paid until the first- and second-liens are fully repaid. Unsecured creditors would split a fund consisting of $2 million to $3 million. About California Coastal Irvine, California-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., in Los Angeles, California, serves as counsel to the Debtors. The Company's financial advisor is Imperial Capital, LLC. California Coastal estimated $100 million to $500 million in assets and debts in its Chapter 11 petition. CAPITAL HOME: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Capital Home Sales, LLC dba Falcon Financial, LLC Kestral Financial, LLC Emerald Financial, LLC Teal Financial, LLC Harrier Financial, LLC Goshawk Financial, LLC Heron Financial, LLC Wigeon Financial, LLC Kestral Onel, LLC Kestral Rentals Wigeon Rentals Goshawk Rentals 875 North Michigan Avenue, Suite 3800 Chicago, IL 60611 Bankruptcy Case No.: 10-54387 Chapter 11 Petition Date: December 8, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Gregory K. Stern, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Fax: (312) 427-1289 E-mail: gstern1@flash.net Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Richard J.Klarchek, president of RJK Holding LLC, managing member. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Richard J. Klarchek 10-44866 10/06/10 Debtor's List of 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wolin Kelter & Rosen, Ltd. Professional $112,648 55 W. Monroe, Suite 3600 Services Chicago, IL 60603 Gilson Labus & Silverman, LLC Professional Services $14,543 223 W. Jackson Boulevard, #750 Chicago, IL 60606 Trent Douglas Outside Labor $13,328 5258 W. 550 South Trafalgar, IN 46181 Tammy Evans Outside Labor $12,233 Don Stout Outside Labor $9,000 Casey Antie Outside Labor $5,862 Janette Winebrenner Outside Labor $3,500 William Johnson Outside Labor $1,889 James Pruitt Outside Labor $725 Mariano Luna Outside Labor $700 Rick McGee Outside Labor $480 Harry Schultz Outside Labor $79 Illinois Department of Revenue 1120 Taxes unknown Internal Revenue Service 1120 Taxes unknown Textron Financial Listed for Notice unknown Purposes CAPMARK FIN'L: Court Won't Drag Berkadia in Discrimination Suit --------------------------------------------------------------- In Owen J. Maguire, v. Capmark Finance, Inc., Case No. 09-CV-0692 (E.D. Pa.), the Plaintiff alleges that his former employer, Capmark Finance, discriminated against him on the basis of his age when he was fired from his position as vice president and commercial loan originator. After his complaint was filed, Berkadia Commercial Mortgage, LLC, purchased Capmark's commercial mortgage assets in a bankruptcy sale. Mr. Maguire now seeks to amend his complaint pursuant to Fed. R. Civ. P. 15(a) to name Berkadia as a defendant under a theory of successor liability. Capmark argues that Mr. Maguire's motion should be denied because a bankruptcy court order approving the sale of its assets to Berkadia specifically precludes claims for successor liability. Judge Timothy J. Savage agrees with Capmark that Berkadia cannot be held liable for successor liability as a result of the bankruptcy court's order. Mr. Maguire's amendment would be futile. A copy of the District Court's December 6, 2010 Memorandum Opinion is available at http://is.gd/it0ejfrom Leagle.com. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provides financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. CAREVIEW COMMUNICATIONS: Restates 10-Q; 3rd Qtr. Net Loss $6.6MM ---------------------------------------------------------------- CareView Communications, Inc., filed on December 7, 2010, Amendment No. 1 to its quarterly report for the period ended September 30, 2010, to incorporate the determination reached by the Company that the GII Owner's Put is a financial instrument and an amount representing the fair market value of the GII Put should be recorded on the effective date (September 1, 2010) of the Revocation and Substitution Agreement. Accordingly, the Company has recorded an accrued liability totaling $31,690 in the financial statements for the quarter. This restatement also reflects a correction to the Statement of Operations for the three months ended September 30, 2010. Due to mathematical footing, amortization of debt discount, depreciation and amortization, and net income attributable to non-controlling interest were overstated by $191,868, $513, and $95,934, respectively. The Company reported a restated net loss of $6.60 million on $89,123 of revenue for the three months ended September 30, 2010, compared with a net loss of $1.56 million on $25,252 of revenue for the same period of 2009. The Company's restated balance sheet as of September 30, 2010, showed $7.24 million in total assets, $451,276 in total liabilities, and stockholders' equity of $6.79 million. The Company incurred a loss from operations of $4.92 million during the nine months ended September 30, 2010, had an accumulated deficit of $24.02 million, and had negative cash flow from operations of $3.52 million. "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/A is available for free at: http://researcharchives.com/t/s?70b5 Lewisville, Tex.-based CareView Communications, Inc., began its current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system. The CareView System(TM) creates a high-speed data network throughout a healthcare facility to provide bedside, point-of-care monitoring, movies and patient education and wireless connectivity throughout the facility, allowing remote monitoring of medical equipment in patient's room and deployment of other emerging point-of-care technologies, including the Company's newest offering of Virtual Bed Rails(TM). Virtual Bed Rails(TM) are part of a fall management program that monitors a patient's activity while in bed and alerts the nursing station if the patient breaches the "virtual" bed rails and is at risk for falling. Lewisville, Tex.-based CareView Communications, Inc., began its current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system. The CareView System(TM) creates a high-speed data network throughout a healthcare facility to provide bedside, point-of-care monitoring, movies and patient education and wireless connectivity throughout the facility, allowing remote monitoring of medical equipment in patient's room and deployment of other emerging point-of-care technologies, including the Company's newest offering of Virtual Bed Rails(TM). Virtual Bed Rails(TM) are part of a fall management program that monitors a patient's activity while in bed and alerts the nursing station if the patient breaches the "virtual" bed rails and is at risk for falling. CARIBBEAN PETROLEUM: Has Green Light to Reject Franchisees' Deals ----------------------------------------------------------------- Caribbean Petroleum Corporation and its debtor-affiliates won authority from the Bankruptcy Court to reject their agreements with franchisees upon the contemplated sale of substantially all of the Debtors' assets. Franchisees operating 184 service stations throughout Puerto Rico objected to the Rejection Motion. The Franchisees argued that the Rejection Motion deprived them of due process because of the brevity of notice. They also claim that the Rejection Motion and notice was in English only, without a version in Spanish, and that many of the Franchisees are Spanish speaking. The Franchisees have moved to withdraw the reference to the District Court, which motion remains pending, and sought a motion to stay the Bankruptcy Court's consideration of the Rejection Motion. The Bankruptcy Court denied the stay and thereafter conducted a hearing on the Rejection Motion on December 1, 2010. The Debtors have filed the Rejection Motion in what they view as a necessity to improve the prospects of the sale. The Debtors have concluded that potential bidders may be discouraged from bidding, or will lower their bids because of unfavorable Franchise Agreements. In that event, the Debtors will not be able to maximize their return in the Sale. A copy of Judge Kevin Gross' December 8 Memorandum Opinion is available at http://is.gd/irsImfrom Leagle.com. The Company filed for Chapter 11 bankruptcy protection after a catastrophic explosion in October 2009 and resulting fire destroyed much of its Bayamon storage facility and rocked the San Juan area. The Company seeks to auction off assets, which include a network of Gulf-branded service stations, six pipelines and a deepwater dock in San Juan Harbor, without the benefit of a stalking horse bidder, which supposedly sets the floor price at auction. Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that the Company owes Banco Popular de Puerto Rico $137 million, and the bank holds a lien on virtually all the company's assets. Caribbean Petroleum said it will allow the bank to "credit bid" its secured debt, meaning the bank debt could serve as a de facto stalking horse bid. The Bankruptcy Court approved the Debtors' proposed bidding procedures in September 2010. Bids are due December 10, 2010, and an auction is slated for December 16. The Debtor will seek approval of the sale at the December 22 hearing. They plan to close the deal by February 8, 2011. About Caribbean Petroleum San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka CAPECO, owns and operates certain facilities in Bayomon, Puerto Rico for the import, offloading, storage and distribution of petroleum products. Cribbean Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No. 10-12553) on August 12, 2010, nearly 10 months after a massive explosion at its major Puerto Rican fuel storage depot virtually shut down the company's operations. The Debtor estimated assets of $100 million to $500 million and debts of $500 million to $1 billion as of the Petition Date. Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum Refining (Puerto Rico) Corporation filed separate Chapter 11 petitions on August 12, 2010. John J. Rapisardi, Esq., George A. Davis, Esq., and Zachary A. Smith, Esq. at Cadwalader, Wickersham & Taft LLP serve as lead counsel to the Debtors, and Mark D. Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., serve as local counsel. The Debtors' financial advisor is FTI Consulting Inc. The Debtors' chief restructuring officer is Kevin Lavin of FTI Consulting Inc. Kurtzman Carson Consultants LLC serves as the noticing, claims and balloting agent. CARLTON GLOBAL: Section 341(a) Meeting Scheduled for Jan. 7 ----------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Carlton Global Resources, LLC's creditors on January 7, 2011, at 2:30 p.m. The meeting will be held at Suite 300, 3685 Main Street, Riverside, CA 92501-2804. 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. Henderson, Nevada-based Carlton Global Resources, LLC, filed for Chapter 11 banrkuptcy protection on December 1, 2010 (Bankr. C.D. Calif. Case No. 10-48739). Stephen R. Wade, Esq., at The Law Offices of Stephen R. Wade, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. CASCADIA PARTNERS: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Cascadia Partners LLC has filed with the U.S. Bankruptcy Court for the Western District of Virginia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,074,100 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,260,051 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $32,843 ----------- ----------- TOTAL $12,074,100 $4,292,894 A copy of the Schedules of Assets & Liabilities is available for free at http://bankrupt.com/misc/CASCADE_sal.pdf Charlottesville, Virginia-based Cascadia Partners LLC owns and develops certain real property in Albermarle County, Virginia. It filed for Chapter 11 bankruptcy protection on December 1, 2010 (Bankr. W.D. Va. Case No. 10-63442). W. Stephen Scott, Esq., at Scott Kroner, PLC, serves as bankruptcy counsel. CASCADIA PARTNERS: Asks for Approval of Scott Kroner as Counsel --------------------------------------------------------------- Cascadia Partners LLC asks for authorization from the U.S. Bankruptcy Court for the Western District of Virginia to employ Scott Kroner, PLC, as bankruptcy counsel. Scott Kroner will, among other things: a. prepare applications, motions, draft orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed; b. review the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of the liens; c. counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; and d. commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization. Scott Kroner will be paid based on the rates of its professionals: W. Stephen Scott $300 C. Lamar Garren $250 Paralegals $100 W. Stephen Scott, Esq., a member at Scott Kroner, assures the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Charlottesville, Virginia-based Cascadia Partners LLC owns and develops certain real property in Albermarle County, Virginia. It filed for Chapter 11 bankruptcy protection on December 1, 2010 (Bankr. W.D. Va. Case No. 10-63442). According to its schedules, the Debtor disclosed $12,074,100 in total assets and $4,292,894 in total liabilities. CATHOLIC CHURCH: Committee Says Jai Ruling Shows Miscalculation --------------------------------------------------------------- In connection with the jury verdict on John Vai's case, the Official Committee of Unsecured Creditors in the bankruptcy case of the Catholic Diocese of Wilmington, Inc., supplemented its objection against the approval of the Disclosure Statement explaining the Diocese's Plan of Reorganization. In the Vai case, the jury levied $30 million in compensatory damages for Mr. Vai against Francis DeLuca and another $3 million in compensatory damages against St. Elizabeth's Parish. Mr. Vai's case is the first in a series by survivors against Non-Debtor Catholic Entities. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, contends that the jury verdict demonstrates that the Disclosure Statement badly miscalculates the value of the Personal Injury Tort Claims and, therefore, skews the distribution and liquidation analyses. "This proof of the real value of the Personal Injury Tort Claims also shows that the proposed channeling injunction with the Non- Debtor Catholic Entities cannot be approved because it would be obtained in exchange for a tiny fraction of the real value of the Personal Injury Tort Claims," Ms. Jones tells the U.S. Bankruptcy Court for the District of Delaware. In the Disclosure Statement, the Diocese estimates that the 157 Personal Injury Tort Claims filed in the bankruptcy case will be allowed in the total aggregate amount of between $37.2 million and $101.4 million, which results in an estimated average allowed amount per Personal Injury Tort Claim of approximately $440,000 per Claim -- less than 15% of the actual result of $3 million recently obtained by Mr. Vai against St. Elizabeth's, Ms. Jones points out. By understating the estimated allowed amount of Personal Injury Tort Claims, the Disclosure Statement inflates the estimated distributions to the holders of Personal Injury Tort Claims, Ms. Jones argues. She points out that both the distribution and the liquidation analyses in the Disclosure Statement are inaccurate, and hence, the Disclosure Statement should be updated, at the very least, to disclose the recent result obtained by Mr. Vai so that creditors can review the Diocese's flawed distribution analysis against the facts. The actual result obtained by Mr. Vai also highlights the inappropriateness of the channeling injunction proposed by the Diocese, Ms. Jones asserts. The consideration proposed to be paid by the Non-Debtor Catholic Entities amounts to $4.7 million plus certain undefined insurance proceeds in the estimated amount of $5 million. Ms. Jones contends that it is unclear whether a channeling injunction may ever be appropriate absent creditors' consent, which will not likely be given here. However, she asserts, the Diocese's proposal "to release all the Non-Debtor Catholic Entities cannot pass muster under even the most flexible test." According to Ms. Jones, it is patently unfair to give the Non- Debtor Catholic Entities a release from all survivor claims in exchange for a payment of between $4.7 and $9.7 million, given that Mr. Vai has obtained a jury verdict against only one of those Entities in the amount of $3 million, before accounting for punitive damages. She adds that Mr. Vai is the first of many other survivors whose claims will go to trial against the Non- Debtor Catholic Entities. The facts establish that the channeling injunction cannot be approved, and therefore, the Plan is patently unconfirmable, Ms. Jones points out. Bart Dalton & Associates, and Manly & Stewart, on behalf of 41 Abuse Survivors, who have underlying state court claims against the Diocese, join in the Creditors Committee's objection. Unofficial Committee Amends Joinder The Unofficial Committee of 98 State Court Abuse Survivors amends its joinder to the Creditors Committee's objection. In light of the $3 million judgment entered against a Diocesan parish in the Vai Case, the Disclosure Statement grossly under funds the Plan, the Unofficial Committee contends. The Diocese's Parishes should not be included in any Disclosure Statement or Plan, Jacobs & Crumplar, P.A., and The Neuberger Firm, P.A., argue on behalf of the Unofficial Committee. The Firms note that as pointed out by the Creditors Committee on its objection, no legal test can be met whereby a release can be forced on the Abuse Survivors because to do so the Diocese would have to prove that it and all 57 of its Parishes are "inextricably intertwined." That appears to be rather difficult since the Diocese contends in the litigation on the pooled investment account that they are separate, asserts Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., in Wilmington, Delaware. Mr. Neuberger also notes that the Diocese intends to reaffirm all of its obligations under the Lay Pension Plan to its lay employees so they will receive a 100% recovery on account of their claims. But the Diocese should not be allowed to dilute the recoveries of the Abuse Survivors by paying the Lay Pension Employees and then putting them in the same position that they would have been in if the Lay Pension Plan had initially been assumed, he contends. "This is unfair, discriminatory treatment that impermissibly favors one group of unsecured creditors over the other," Mr. Neuberger contends. "This is the exact opposite of the equal treatment of a class of creditors which is supposed to happen in a bankruptcy," he maintains. * * * Judge Sontchi granted the Creditors Committee's request for leave to file its Objection in excess of the 40-page limit for briefs established under Rule 7007-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Court OKs Young Conaway's $824,000 in Fees ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approves the first interim quarterly fee applications of two professionals employed and retained in connection with the bankruptcy case of the Catholic Diocese of Wilmington, Inc. Allowed Allowed Professional Fee Period Fees (80%) Expenses ------------ ---------- ---------- -------- Young Conaway Stargatt 10/18/09 - $824,222 $49,756 & Taylor, LLP 12/31/09 The Ramaekers Group, 10/18/09 - 253,998 18,376 LLC 12/31/09 Young Conaway is the Diocese's bankruptcy counsel, while the Ramaekers Group is its financial advisor. Judge Christopher S. Sontchi maintained that the Professionals are granted interim allowance of compensation and reimbursement of expenses in the amounts recommended by the Court-appointed fee examiner, Stuart Maue. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Del. Committee Wins OK to Hire Appellate Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy case of the Catholic Diocese of Wilmington, Inc., filed a complaint on December 18, 2009, against the Diocese and certain non-debtor defendants, including The Diocese of Wilmington Schools, Inc., Catholic Cemeteries, Inc., and Siena Hall, Inc., seeking a determination that the assets in the Diocese's Pooled Investment Account were not held in trust and that the Defendants should be substantively consolidated, among other relief. The U.S. Bankruptcy Court for the District of Delaware bifurcated the adversary case for discovery and trial. After the conclusion of the trial on Phase I, the Court entered (i) an order partially granting and partially denying the Creditors Committee's request for declaratory relief, (ii) a final judgment on the matter, and (iii) an opinion explaining the Court's ruling. Pursuant to the Order, Final Judgment and Opinion, the Court found that funds deposited in the PIA were property of the Diocese's bankruptcy estate. As a result of the Ruling, the Creditors Committee believes the assets of the estate available for distribution to the victims of sex abuse and the Diocese's other unsecured creditors increased by over $100 million because the Ruling determined that approximately $75 million of assets in the PIA were property of the estate. The Creditors Committee also believes the Ruling makes it impossible for the Diocese to trace the so-called restricted funds it contends are invested in the PIA, which funds are alleged to exceed $25 million. The Diocese and the Non-Debtor Defendants are proceeding with a direct appeal of the Ruling before the United States Court of Appeals for the Third Circuit. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, avers that if the Defendants are successful with their challenge to the Ruling on Appeal, then the assets available for distribution to the victims of sex abuse and other unsecured creditors will be reduced by approximately $100 million. Accordingly the Creditors Committee sought and obtained the Court's authority to retain Schnader Harrison Segal & Lewis LLP as its special appellate counsel, nunc pro tunc to October 20, 2010, to assist the Creditors Committee in defending the Ruling upon appeal before the Third Circuit. The PIA is the single largest asset of the estate by a very substantial margin, Ms. Jones contends. The Creditors Committee believes that preserving the Court's Ruling is critical to ensure a fair distribution to the unsecured creditors of the estate. The Creditors Committee believes that the input and participation of Honorable Timothy K. Lewis, a former judge of the Third Circuit and now serving as the co-chair of the Appellate Practice Group of Schnader, in the preparation of the principal Appeal brief and oral argument before the Third Circuit panel, will be invaluable. The professional services that Schnader will render in connection with the Appeal include assisting and advising the Creditors Committee and its primary counsel with respect to the preparation of the appellee brief and oral argument, and advising and consulting with them with respect to other aspects of the Appeal. Schnader will be paid based on its hourly rates, and reimbursed for its actual, necessary expenses and other charges. The firm's current hourly rates are: Professional Rate ------------ ---- Timothy K. Lewis $850 Nancy Winkelman $625 Schnader's other members $250 to $450 Ms. Jones asserts that the Creditors Committee's counsel, Pachulski Stang Ziehl & Jones LLP, intends to work closely with Schnader to ensure that there is no unnecessary duplication of services performed or charged to the estate. Judge Lewis assures the Court neither Schnader nor any of its partners or other attorneys represent any interest adverse to the Diocese and parties-in-interest in the matters upon which Schnader is to be engaged. He adds that Schnader is a "disinterested person," within the meaning of Section 101(14) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Morgan Lewis Okayed as Pension Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy case of the Catholic Diocese of Wilmington, Inc., received permission from the U.S. Bankruptcy Court for the District of Delaware to retain Morgan, Lewis & Bockius LLP as its special pension counsel, nunc pro tunc to October 11, 2010. The application was approved despite objections by the Catholic Diocese of Wilmington, Inc., and its Official Committee of Lay Employees to the retention of Morgan Lewis as pension counsel. Judge Christopher S. Sontchi previously approved the retention of Morgan Lewis as special insurance counsel to the Creditors Committee. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that according to the Diocese's representations in the Disclosure Statement explaining its Plan of Reorganization, the Diocese's Lay Pension Plan and Clergy Pension Fund are significantly underfunded. Ms. Jones also notes that the Disclosure Statement provides that the Lay Pension Plan is a defined-benefit plan covering employees of the Diocese and the Non-Debtor Catholic Entities and that the assets of that fund are held in an irrevocable trust. She adds that the Diocese has also claimed that its ability to use assets in the Clergy Pension Fund is restricted. With respect to the Lay Pension Fund, the Disclosure Statement also refers to potential litigation by the Official Committee of Lay Employees regarding whether the Lay Pension Fund is held in trust or is otherwise a "restricted asset" of the bankruptcy estate, Ms. Jones further relates. She adds that the Creditors Committee was informed that prior to the Petition Date, the Diocese purchased annuities to pay the applicable pension benefit for all pension participants in the Lay Pension Plan, who retired prior to January 1, 2009. By this new application, the Creditors Committee seeks authority to retain Morgan Lewis to assist and advise the Creditors Committee and its counsel in analyzing: (a) claims against the Clergy Pension Fund and the Lay Pension Fund, including analyzing state law issues regarding the Diocese's pension obligations in light of the significant underfunding of the Pension Funds, the value of the assets in these Funds, and the value of vested or accrued benefits under the Clergy Pension Plan and the Lay Pension Plan; (b) the Diocese's prepetition purchase of annuities with assets withdrawn from the Lay Pension Fund; (c) whether the assets of the Pension Funds are held in trust or are otherwise "restricted" and not available to the Diocese's general unsecured creditors; (d) the obligations of non-Debtor employers, who participate in the Lay Pension Fund; and (e) other issues as necessary to assist the Creditors Committee with respect to issues relating to the Pension Funds. The Creditors Committee needs independent advice to evaluate all issues relating to the Pension Plans, Ms. Jones asserts. She avers that advice is also needed regarding the Diocese's obligations in light of the Pension Plans' underfunding and regarding the obligations of non-Debtor entities, who are participating employees in the Lay Pension Plan. Ms. Jones argues that the Creditors Committee should not be dependent on advice from Diocese's counsel with respect to these issues because the Diocese (i) made the questionable decision to drain the Lay Pension Plan to buy annuities to pay a subset of participants, and (ii) has taken the position that certain assets to pay benefits under the Pension Plans are held in trust and not otherwise available to general unsecured creditors. The Creditors Committee submits that Morgan Lewis is well-suited to act as its special pension counsel. Robert L. Abramowitz, Esq., will be the lead attorney with respect to pension issues, the Committee notes. Morgan Lewis will be paid based on these negotiated and discounted hourly rates for its new services: Professional Rate ------------ ---- Robert L. Abramowitz $653 Colm Connelly $536 Marianne Yudes $441 Paul Richler $475 Paralegals $260 The firm will also be reimbursed for its necessary expenses. Mr. Abramowitz, a partner at Morgan Lewis' Employee Benefits and Executive Compensation Practice, assures the Court that Morgan Lewis does not hold or represent any interest adverse to the Diocese's estates, and is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CC MEDIA: S&P Raises Ratings on Secured Debt to 'CCC+' ------------------------------------------------------ Standard & Poor's Ratings Services revised its ratings on the secured debt of CC Media Holdings Inc. operating subsidiary Clear Channel Communications Inc. S&P revised the recovery rating on Clear Channel's secured debt to '3', indicating its expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default, from '5'. S&P also raised its issue-level rating on the secured debt to 'CCC+' -- at the same level as its 'CCC+' corporate credit rating on the company -- from 'CCC', in accordance with its notching criteria for a recovery rating of '3'. The revision of the recovery rating on Clear Channel's secured debt reflects S&P's recent review of the company's recovery rating profile. S&P has revised its simulated default scenario to reflect its view that it is now more likely that the company would default in 2014, when over $3 billion of debt comes due. At that point, S&P estimates that the company will have approximately $1.52 billion of EBITDA, significantly more than S&P had projected in its previous analysis, in which S&P simulated a default in 2011. In addition, S&P has raised its EBITDA multiple to value the company to 7.5x from 7.0x. All other ratings on the company, including the 'CCC+' corporate credit rating, remain unchanged. The rating outlook is positive. Ratings List CC Media Holdings Inc. Clear Channel Communications Inc. Corporate Credit Rating CCC+/Positive/-- Revised Ratings Clear Channel Communications Inc. To From -- ---- Secured CCC+ CCC Recovery Rating 3 5 CHRYSLER FINANCIAL: Said to Be Close to a Deal with TD Bank ----------------------------------------------------------- Cristina Alesci, Zachary R. Mider and Jeffrey McCracken, writing for Bloomberg News, report that three people with knowledge of the matter said Toronto-Dominion Bank may reach an agreement as soon as this week to acquire Chrysler Financial, the auto-loan company owned by Cerberus Capital Management. The Wall Street Journal, citing a person close to the matter, said Cerberus is in talks with a number of firms, including ING Groep of the Netherlands and Toronto-Dominion, among the potential suitors. According to the Journal, a deal valued at several billion dollars to sell Chrysler Financial could be a few weeks away. Chrysler Financial is no longer affiliated with the Chrysler Group automaker. According to Bloomberg, one of the people, who declined to be identified because the matter is private, said Chrysler Financial may sell for almost $6 billion to $7 billion, which is the company's book value, or assets minus liabilities. The sources told Bloomberg discussions with Toronto-Dominion could still fall apart, and other potential buyers are talking with Cerberus. An agreement could also slip into next week, one person said. Toronto-Dominion is Canada's second-largest bank. As reported by the Troubled Company Reporter on October 18, 2010, Standard & Poor's Ratings Services raised its counterparty credit rating on Chrysler Financial Services Americas LLC to 'CCC' from 'CCC-' and subsequently withdrew the rating at the company's request. S&P also withdrew its issue-level and recovery ratings on the senior secured first- and second-lien debt that the company has paid in full and terminated. The outlook was stable prior to the withdrawal of the rating. "Chrysler Financial has managed ably the continued winding down of its legacy portfolio of Chrysler auto receivables over the past year, with significant reductions in leverage and operating expenses, while reporting profits," said Standard & Poor's credit analyst Brendan Browne. "Although S&P remains uncertain of the company's ability to successfully enter new business lines, S&P recognizes that it has improved its financial position, warranting a change in S&P's counterparty credit rating prior to the withdrawal of that rating." The company's new plan to expand into nonprime auto lending and middle-market commercial lending represents an enormous shift in strategy, remains in the early stages, and will come with new risks, in S&P's view. S&P will continue to monitor the company as the plan develops and further details emerge. Currently S&P believes its success is uncertain, but S&P recognize it has made some progress in its business plans. The stable outlook reflected S&P's expectation that the company will maintain a strong capital and liquidity position and remain profitable through 2010 while it attempts to cultivate new areas of business. The TCR on August 25, 2010, reported that Dominion Bond Rating Service upgraded the ratings of Chrysler Financial Services Americas, including the Issuer Rating to CCC from "C ". Further, DBRS upgraded the ratings of the Second Lien Credit Facility to "B " from "C " and has withdrawn the ratings on the First Lien Credit Facility, which has been repaid in full. Concurrently, DBRS has removed all ratings from Under Review with Negative Implications, where they were placed on April 30, 2009. The trend on all ratings is Stable. DBRS's ratings of Chrysler Financial reflect the improving financial profile, namely the improved capitalization, significantly reduced debt levels and the sound credit risk and servicing capabilities of the Company. The ratings however, are constrained by the still limited funding profile and uncertainties regarding the Company's evolving business plan and its future prospects as it endeavors to grow new lending in the sub and near- prime auto space and to a lesser extent, into mid-market commercial lending. CIENA CAPITAL: Implements 50% Unsecured Creditor Plan ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Ciena Capital LLC implemented a reorganization plan on Nov. 29 that the bankruptcy court in New York approved in a Nov. 12 confirmation order. The Plan pays about 50% to unsecured creditors with $31 million in claims. Secured lenders, with $327 million in claims, took all the new stock for an estimated recovery of less than 25%. The Plan in large part was the result of a settlement approved in June among the creditors' committee, the SBA and Ciena's parent, Ares Capital Corp. that was designed to generate the 50% dividend to unsecured creditors. About Ciena Capital Commercial real estate loan servicer Ciena Capital LLC fdba Business Loan Express, LLC, was once the third-largest loan originator for the U.S. Small Business Administration. Ciena Capital and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-13783) on Sept. 30, 2008. Ciena filed for bankruptcy protection after discovery that a Michigan employee was recording fraudulent loans. In its Schedules of Assets and Liabilities, Ciena Capital disclosed $361 million in assets and $397 million in liabilities as of the Petition Date. The Debtors are represented by Peter S. Partee, Esq., Scott H. Bernstein, Esq., and Andrew Kemensky, Esq., at Hunton & Williams LLP. The Official Committee of Unsecured Creditors is represented by Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP, in New York. Donlin Recano is the claims and notice agent. CNO FINANCIAL: S&P Assigns 'B-' Rating to $300 Mil. Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B-' rating to CNO Financial Inc.'s $300 million senior secured notes issue due 2017. At the same time, Standard & Poor's placed this rating on CreditWatch with positive implications because the other ratings on CNO Financial have been on CreditWatch positive since Dec. 1, 2010. The $300 million notes are the second part of CNO Financial's plan to refinance $652 million of current indebtedness due October 2013. The company announced the first part on Nov. 30. The ratings remain on CreditWatch positive pending the completion of the refinancing. S&P placed the ratings on CreditWatch because of management's strategy to improve financial flexibility, which it begun in the third quarter of 2009. CNO Financial raised $325 million on Nov. 30, 2010, from the senior secured credit facility maturing September 2016. It will complete the remaining balance of the refinancing once it has raised the proceeds from these notes plus some cash at the holding company to repay $652 million of existing debt, maturing October 2013. S&P believes that the refinancing could enhance the company's financial flexibility. Ratings List CNO Financial Inc. Counterparty credit rating B-/Watch Pos/-- New Rating CNO Financial Inc. $300M senior secured notes B-/Watch Pos COOPER COMPANIES: Moody's Raises Corporate Family Rating to 'Ba2' ----------------------------------------------------------------- Moody's Investors Service has upgraded the corporate family rating of The Cooper Companies, Inc., to Ba2 from Ba3 and the ratings on its $339 million senior notes due 2015 to Ba2 from Ba3. Concurrently, Moody's lowered the speculative grade liquidity rating to SGL-3 from SGL-2 to incorporate the January 2012 maturity of its revolving credit facility. The ratings outlook is stable. These ratings have been upgraded: -- The corporate family rating to Ba2 from Ba3; -- The probability of default rating to Ba2 from Ba3; and -- $339 million senior unsecured notes due 2015 to Ba2 (LGD4, 51%) from Ba3 (LGD4, 51%) Ratings Rationale The ratings upgrade reflects both the substantial reduction in debt over the past two years and the expectation that Cooper will continue to generate strong operating margins and meaningful free cash flow. Further, the ratings incorporate Moody's expectation that Cooper will maintain its conservative financial policies going forward. The Ba2 rating benefits from Cooper's low leverage, solid geographic sales diversification and strong market presence in the global soft contact lens market. These factors are somewhat mitigated by Cooper's product concentration in contact lenses, high level of competition within the industry, modest size relative to other industry participants and minimal tangible net worth. The stable outlook reflects Moody's expectation the Cooper will continue to grow its contact lens business organically while executing bolt-on acquisitions to complement organic growth in its CooperSurgical business. In addition, Moody's anticipates that debt reduction will continue, despite the potential for increasing acquisition activities, given the proven cash flow capabilities of its existing operations. The change in the speculative grade liquidity rating to SGL-3 reflects the nearing maturity of the $650 million revolving credit facility in January 2012. While free cash flow is expected to exceed $150 million in 2011, Moody's views the $250 million of revolver borrowings, at October 31, 2010, as current maturities that would likely need to be refinanced prior to maturity of the revolver. A refinancing of the revolver that extends the maturity date would likely result in an upgrade of the SGL rating. A ratings upgrade for the long term credit ratings, while not expected in the near term given its high product concentration, could surface if Cooper were to continue to lower its debt levels while remaining committed to conservative financial policies and maintaining its high profitability levels. A downgrade could occur if the company were to allocate a meaningful amount of its cash flow to shareholder friendly activities and/or execute substantial debt financed acquisitions. Leverage maintained in excess of 3.0x on a sustained basis would be viewed negatively. The last rating action on Cooper was the change in outlook to positive from stable on February 17, 2010. Headquartered in Pleasanton, California, The Cooper Companies, Inc. develops, manufactures and markets healthcare products through its two business units. CooperVision develops, manufactures and markets a broad range of contact lenses for the worldwide vision correction market. CooperSurgical develops, manufactures and markets medical devices, diagnostic products and surgical instruments and accessories used primarily by gynecologists and obstetricians. For the twelve months ended October 31, 2010, the company reported approximately $1.2 billion in revenues. DANA CORP: DBSI, SPCP Can Recoup Damages for Reduced Claims ----------------------------------------------------------- Deutsche Bank Securities Inc. and SPCP Group, LLC, v. Lexington Drake L.P., Lexington Antioch LLC, Lexington Realty Trust, and Triple Net Investment Company LLC, No. 603051/2008E (N.Y. Cty. Supr. Ct.), involves, primarily, a breach of contract claim arising in connection with the sale and purchase of bankruptcy claims against Dana Corporation. The Plaintiffs purchased at a discount unsecured debts owed by the Debtor to Lexington Drake L.P. ($7,679,980) and Lexington Antioch LLC ($7,727,456), landlords of the Debtor as to certain non-residential real estate leases that the Debtor rejected or terminated in its bankruptcy case. In their complaint, the Plaintiffs allege that the seller- Defendants breached the terms of two separate claim assignment agreements. The Defendants seek dismissal of the complaint. The Plaintiffs move for summary judgment against the Defendants, seeking an amount equal to the purchase price of the bankruptcy debt claims, multiplied by a "purchase rate," plus interest and attorneys fees. The Antioch Claim was purchased at the discount rate of 73.5% of the claim amount. The Drake Claim was purchased at the discount rate of 70.0% of the claim amount. The Debtor objected to the Claims. The Claims Objection was ultimately settled in December 2007, pursuant to which the Drake Claim was allowed for $6.5 million, which resulted in a reduction of the claim by $1,179,980. The Antioch Claim was allowed for $7.2 million, which resulted in a reduction of the claim by $527,456. Because the settlements resulted in a reduction of the Bankruptcy Claims, which, according to the Plaintiffs, was an impairment of the Claims, the Plaintiffs assert that they are entitled to be compensated pursuant to the Contracts. The Defendants refused the demand for compensation. Justice Bernard J. Fried denied the dismissal motion and granted the Plaintiffs' summary judgment motion only as to the issue of the Defendants' liability. The Plaintiffs assert that they are entitled to damages, as computed pursuant to a formula set forth in the Claim sale contracts. The Plaintiffs assert that (1) as to the Drake Claim, they are entitled to recover $825,986, plus interest at 10% per annum from June 30, 2006; (2) as to the Antioch Claim, they are entitled to recover $387,680, plus interest at 10% per annum from June 30, 2006; and (3) they are entitled to attorneys' fees and expenses with respect to both Claims. Justice Fried, however, noted that the Plaintiffs have not taken into account the additional distributions they received under the Debtor's plan in computing damages. The additional distributions must have been considered and weighed by the Plaintiffs in connection with their decision to settle the Bankruptcy Claims at reduced amounts. Justice Fried held that the issues with respect to (1) the amount of damages suffered by the Plaintiffs and (2) the award of attorneys' fees and expenses in favor of the Plaintiffs, are referred to a Special Referee of the court to hear and report with recommendations. A copy of Justice Fried's November 22, 2010 Slip Opinion is available at http://is.gd/isVFZfrom Leagle.com. The Plaintiffs are represented in the state court action by: Sander Bak, Esq. Tawfiq S. Rangwala, Esq. MILBANK TWEED HADLEY & MCCLOY LLP One Chase Manhattan Plaza New York, NY 10005-1413 Telephone: 212-530-5125 E-mail: sbak@milbank.com trangwala@milbank.com Lexington et al. are represented by: John E. Jureller, Jr., Esq. KLESTADT & WINTERS LLP 292 Madison Avenue, 17th Floor New York, NY 10017-6314 Attorney John Jureller Telephone: 212-972-3000 Facsimile: 212-972-2245 E-mail: jjureller@klestadt.com Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Dana has facilities in China in the Asia- Pacific, Argentina in the Latin-American regions and Italy in Europe. Dana Corp. and its affiliates filed for Chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represented the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, served as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners served as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represented the Official Committee of Unsecured Creditors. Fried, Frank, Harris, Shriver & Jacobson, LLP, served as counsel to the Official Committee of Equity Security Holders. Stahl Cowen Crowley, LLC, served as counsel to the Official Committee of Non-Union Retirees. The Debtors filed their Joint Plan of Reorganization on Aug. 31, 2007. Judge Burton Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007. The Plan was declared effective Jan. 31, 2008. Upon emergence, the Company was renamed as Dana Holding Corporation. DAUFUSKIE ISLAND: Notices of Appeal Don't Stall Bankruptcy ---------------------------------------------------------- WestLaw reports that the notices of appeal filed by a resort vendor in a Chapter 11 debtor's bankruptcy case and the vendor's adversary proceeding therein did not divest the bankruptcy court of jurisdiction to enter orders deciding summary judgment motions in the adversary proceeding, which thus were properly entered. The orders from which the vendor appealed were not final, appealable orders, were not certified for immediate appeal, and did not fall within the collateral order doctrine. Moreover, the appeals were untimely, and the issues on appeal were not affected by the matters addressed in the orders. In addition, one of the appealed orders would aid in the consideration of the appeal, assuming it addressed issues subject to the appeals. In re Daufuskie Island Properties, LLC, --- B.R. ----, 2010 WL 4643016 (Bankr. D. S.C.) A copy of the Honorable John Waites' Order dated Sept. 8, 2010, in The Melrose Club, Inc. v. Robert C. Onorato, in his capacity as Chapter 11 Trustee for the Estate of Daufuskie Island Properties, LLC, et al., Adv. Pro. No. 09-00389 (Bankr. D. S.C.), is available at http://is.gd/isPIXfrom Leagle.com. Based in Hilton Head Island, South Carolina, Daufuskie Island Properties LLC -- http://www.daufuskieislandresort.com/-- operated the Daufuskie Island Resort & Breathe Spa. The company is owned by Gayle and Bill Dixon, a San Francisco Bay area couple. Daufuskie Island Properties sought Chapter 11 protection (Bankr. D. S.C. Case No. 09-00389) on Jan. 20, 2009. As reported in the Troubled Company Reporter on Jan. 19, 2010, the resort property was sold for $49.5 million to Montauk Resorts LLC, and the sale proceeds will be distributed to creditors pursuant to a liquidating Chapter 11 plan by the Chapter 11 Trustee. DELPHI CORP: Hearing on Final Decree for 5 Cases on December 16 --------------------------------------------------------------- Pursuant to Section 350 of the Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy Procedure, DPH Holdings Corp. ask Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to enter a final decree and order closing the Chapter 11 cases of five of its debtor affiliates: Closing Debtor Case No. -------------- -------- Delphi Automotive Systems International, Inc. 05-44589 Delphi China LLC 05-44577 Delphi Furukawa Wiring Systems LLC 05-47452 Delphi LLC 05-44615 MobilAria, Inc. 05-47474 John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, tells the Court that the Reorganized Debtors have completed the process of reconciling all claims and have no further obligations pending under the Modified First Amended Joint Plan of Reorganization with respect to the Chapter 11 cases of the Closing Debtors. All motions, contested matters and adversary proceedings have been finally resolved with respect to the Closing Debtors, he reveals. Indeed, one of the Closing Debtors, Delphi China LLC, was acquired by Delphi Automotive LLP through a stock sale, he relates. Section 350 provides that "[a]fter an estate is fully administered and the court has discharged the trustee, the court shall close the case." The entry of a final decree and order in the Closing Debtors' Chapter 11 cases is appropriate, Mr. Butler asserts. He insists that all six factors set forth in the Advisory Committee Note to Bankruptcy Rule 3022 have been satisfied with respect to each of the Closing Debtors' reorganization cases, namely: (a) the Modified Plan was approved on July 30, 2009 pursuant to a final order of the Bankruptcy Court; (b) there are no deposits that need to be distributed with respect to the Closing Debtors; (c) the property proposed to be transferred pursuant to the Modified Plan has been transferred with respect to each of the Closing Debtors, including the stock sale of Delphi China LLC to Delphi Automotive LLP; (d) DPH Holdings is managing the assets of the Reorganized Debtors in accordance with the Modified Plan; (e) DPH Holdings has commenced distributions under the Modified Plan and will make the distributions on account of Allowed Claims set forth in the Modified Plan; and (f) all motions, contested matters and adversary proceedings will be finally resolved with respect to each Closing Debtor prior to entry of the Final Decree and Order. Likewise, each of the cases of the Closing Debtors has reached the point of substantial consummation as defined under Section 1102 of the Bankruptcy Code, Mr. Butler adds. Nevertheless, the Chapter 11 cases of DPH Holdings and certain other Reorganized Debtors will remain open to complete the administration and implementation of the Modified Plan until a final decree is entered in those cases, Mr. Butler states. The closing of the Closing Debtors' cases thus will not impact the continued implementation of the Modified Plan, he assures the Court. Mr. Butler also avers that closing of the Chapter 11 cases of the Closing Debtors will result in cost savings for the Reorganized Debtors, as they will no longer need to pay ongoing quarterly fees for the Closing Debtors. The Reorganized Debtors further ask the Court to retain jurisdiction to enforce or interpret its own orders pertaining to the Closing Debtors, including, but not limited to, the July 30, 2009 confirmation order to the Modified Plan. Judge Drain is set to consider the Reorganized Debtors' request on December 16, 2010. Parties-in-interest have until December 9 to file any objections. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Objectors Say Filing of Amended Suits "Futile" ----------------------------------------------------------- DPH Holdings and certain of its affiliated debtors are seeking permission from the Bankruptcy Court to file amended complaints in certain adversary proceedings. Several creditors, however, oppose the Reorganized Debtors' request for leave to file amended complaints to recover amounts allegedly transferred by Delphi Corp. to those creditors. The Objecting Creditors are: * Affinia Group Holdings Inc. and Brake Parts Inc. * Pro Tech Machine * Stephenson and Sons Roofing * A-1 Specialized Services & Supplies, Inc. * MSX International, Inc. * RSR Corporation * Eco-Bat America, LLC * Victory Packaging LP * Carlisle Companies Inc. * Sprimag Inc. * Republic Engineered Products, Inc. * Jamestown Container Corporation * Summit Polymers Inc. * Vanguard Distributors, Inc. * Verizon Business Network Services Inc. * Niles USA, Inc. * Decatur Plastic Products, Inc. * West Michigan Spline, Inc. * Magnesium Electron Inc. and Magnesium Elektron Inc. * Globe Motors, Inc. * Intec Group, Inc. * Tyco Adhesives, L.P. * TechCentral L.L.C. * Johnson Controls Battery Group and Johnson Controls Inc. * E.I. du Pont de Nemours and Company and Dupont Power Coatings USA Inc. * F.A. Tech Corporation * Vishay Americas, Inc. * Methode Electronics, Inc. * Universal Tool & Engineering Company, Inc. * Rieck Group, LLC n/k/a Mechanical Construction Managers, LLC * Acord Holdings, LLC * Microchip Technology Inc. * Wells Fargo Bank, N.A. * Heraeus "Defendants" * Unifrax I LLC * Doshi Prettl International n/k/a Detroit Products International, LLC * D&R Technology, LLC * Plasco, Inc. * Kyocera America, Inc. * Blair Strip Steel, Co. * Bosch Chassis Systems Columbia L.L.C. f/k/a PBR Columbia L.L.C. * ATS Automation Tooling Systems Inc. * Spartech Polycom * Pontiac Coil, Inc. * Ambrake Corporation and Ambrake Corp. * Williams Advanced Materials Inc. * Robert Bosch LLC * Viscom Inc. * Park-Ohio Industries, Inc. * DSSI, LLC and DSSI * MJ Celco, Inc. * Select Industries, Corp. * Mtronics.com, Inc. * The Timken Company and The Timken Corporation * Barnes & Associates The Heraeus Defendants refer to Heraeus Precious Metals, LLC; Heraeus Metals Processing and Heraeus Metals Processing Ltd. The Objecting Creditors led by Affinia and MSX stress that the Reorganized Debtors' filing of the proposed amended complaints is futile for these reasons, among others: (A) The Objecting Creditors were not served with, and had no notice -- actual or otherwise -- of the Reorganized Debtors' motions dated February 28, 2008, April 10, 2008, and October 2, 2009, for an extension of the deadline to serve adversary proceeding summonses and complaints or the "Extensions Motions" or orders dated March 28, 2008, April 30, 2008, and October 22, 2009, extending the service of process or the "Extension Orders. (B) The Objecting Creditors had no notice of the Extension Orders, thus they may now challenge those Orders de novo. (C) Delphi Corp. was not entitled to obtain the Extension Orders, including the April 30, 2008 Extension Order, because Rule 4(m) of the Federal Rules of Civil Procedure may be used only to facilitate service, and it was not proper for Delphi to use Rule 4(m) to avoid prosecuting preference actions for more than two years while it preserved its business relationship with unsuspecting defendants and used its resources in other areas it deemed more important. (D) Any preference action is time-barred without the Extension Orders. Counsel to Affinia, Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, in Detroit, Michigan, contends that the Proposed Amended Complaints do not comply with the requirements of the September 7, 2010, Dismissal Order. In the Dismissal Order and the Court's rulings at the conclusion of the Dismissal Hearing, the Court dismissed all claims against the applicable Objecting Creditors because the Reorganized Debtors failed to plead sufficient facts to state a claim and failed to comply with Rule 8 of the Federal Rules of Civil Procedure, made applicable by Rule 7008 of the Federal Rules of Bankruptcy Procedure, she reminds the Court. Indeed, the Objection Creditors complain that the proposed Amended Complaints fail to, among other things: (a) identify the transfer and obligor with regard to each transfer complained of; (b) specify the delivery date, invoice date and transfer date with regard to each transfer complained; and (c) identify the antecedent debt with respect to several individual Transfers alleged in the proposed Amended Complaints. Other Objecting Creditors, including A-1, Tyco and Victory, contend that Delphi has assumed the contracts underlying the alleged preferential transfers, Ms. Calton states. Against this backdrop, the Proposed Amended Complaints still fail to state a claim under Rules 8 and 12(b)(6) of the Federal Rules of Civil Procedure, Ms. Calton insists. Similarly, she asserts, the Reorganized Debtors' insinuation that the proposed Amended Complaints should not be judged according to the standard articulated in the U.S. Supreme Court cases Ashcroft v. Iqbal and Bell Atlantic Corp. v. Twombly is unsupported by well-established precedent concerning the retroactivity of Supreme Court decisions in civil cases. The Objecting Creditors also point out that the Reorganized Debtors have not provided adequate proof of insolvency in the face of their own admission that Delphi Automotive System, LLC, the alleged transferor, was solvent as of the Petition Date. DAS had a net worth of over $2.6 billion as confirmed by its bankruptcy schedules, and it cannot establish the essential insolvency element, Ms. Calton discloses. At best, DAS' claims are futile because it was solvent at the time it made the alleged preferential transfers, she maintains. Ms. Calton emphasizes that the Objecting Creditors have suffered great prejudice because of Delphi's more than two-year delay in serving the adversary complaints -- during which time Delphi closed all of its Delphi facilities, lost track of its knowledgeable former employees, and did not preserve much of its Delphi data. If the filing of the Proposed Amended Complaints is allowed and the adversary cases are permitted to continue, the Objecting Parties argue that they will be at a severe disadvantage in their efforts to defend these matters. The Objecting Creditors thus urge Judge Drain to deny the Reorganized Debtors' Motion and spare them the further expense of opposing claims that are unlikely to ever succeed. The Court is set to consider the Debtors' request on February 17, 2011. The Reorganized Debtors' reply to the Objections is due no later than January 28. Other Creditors Join Objections More parties adopted the arguments asserted by the Objecting Creditors in opposition of the Motion for Leave to File Amended Complaint. They are: * Critech Research Inc. * Access One Technology Group, LLC * Rotor Coaters International Inc. * Monroe, Inc. * Ahaus Tool & Engineering Inc. * Sunstone Components Group, Inc. Moreover, these individuals filed separate declarations in support of certain Objecting Creditors' responses and joinders: (1) Leah Borrello, chief financial officer of Victory Packaging, LP (2) Timothy R. Glandon, vice president and general manager at Methode Electronics, Inc. (3) Kevin Forster, president of Carlisle Companies Inc. (4) Anthony W. Urban, president of D&R Technology (5) Patrick M. Cotter, vice president of administration and control of Kyocera Industrial Ceramics Corp. (6) Jill Warner, vice president of finance of Rotor Coaters International Inc. (7) Michael Hart, manager, credit & accounts receivable, of The Timken Corp. and The Timken Company (8) Donald Tinsley, president and chief executive officer of Acord Holdings, LLC About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has affirmed the credit ratings of Developers Diversified Realty Corporation: -- Issuer Default Rating at 'BB'; -- $1 billion unsecured revolving credit facilities at 'BB'; -- $1.5 billion unsecured medium term notes at 'BB'; -- $625.3 million unsecured convertible notes at 'BB'; -- $555 million preferred stock at 'B+'. The Rating Outlook is Stable. The affirmation of DDR's IDR reflects Fitch's view that the company's credit profile remains consistent with the 'BB' rating. DDR's retail property portfolio continues to demonstrate solid fundamentals, as occupancy increases and rental income from formerly vacant space have resulted in consistent fixed charge coverage. The company's credit strengths also include a well- laddered lease expiration schedule, a granular tenant roster, a broad geographical footprint, strong access to capital, and limited development risk. Credit concerns include a net debt to recurring operating EBITDA ratio that, absent significant deleveraging transactions, is expected to remain appropriate for a 'BB' rating and unencumbered asset coverage of unsecured debt that provides limited downside protection to bondholders. DDR also has a liquidity coverage ratio of below 1.0 times, driven by sizeable debt maturities in 2012. The Stable Outlook centers on the expected consistency of DDR's credit ratios over the near term and the stable environment for retailers that underpins demand for retail space. DDR's leasing activity across the portfolio remains solid, as the company continues to renew space and fill properties vacated by bankrupt tenants. The core portfolio leased rate increased to 92% as of Sept. 30, 2010, from 91.6% as of June 30, 2010, and 90.9% as of Sept. 30, 2009, and the third quarter of 2010 (3Q'10) marked the fifth consecutive quarter of sequential increases in occupancy as demand remains good. Moreover, lease spreads on new leases and renewals were 5% in 3Q'10, while 75% of space formerly occupied by bankrupt tenants has been leased, sold or is under letter of intent for divestiture. These trends have contributed towards good same-store NOI growth of 2% in 3Q'10 after growth of 1.5% in 2Q'10 and declines of 2.6% and 3% in 1Q'10 and full year 2009, respectively. The company's fixed charge coverage ratio (defined as recurring operating EBITDA including Fitch's estimate of recurring cash distributions from joint ventures less recurring capital expenditures less straight line rent adjustments divided by total interest incurred and preferred stock dividends) was 1.4x for the trailing 12 months ended Sept. 30, 2010, compared with 1.6x in 2009 and 1.6x in 2008. Fitch anticipates that over the next 12-24 months, low single digit same-store NOI growth coupled with incremental cash flow from newly leased space previously vacated by bankrupt tenants and less capital utilized to fund tenant improvements will result in fixed charge coverage of approximately 1.5x, absent significant deleveraging transactions. DDR has a well-laddered lease expiration schedule with 0.4%, 3.1%, and 4.8% of anchor base rents expiring in 4Q'10, full year 2011 and full year 2012, respectively. 2.4%, 8.6%, and 8.1% of shop space rents expire in 4Q'10, full year 2011 and full year 2012, respectively, providing incremental opportunities to continue pushing rents to higher market levels. Generally, DDR has a granular tenant roster; Wal-Mart Stores, Inc. (Fitch IDR 'AA' with a Stable Outlook) is the largest tenant representing 4.3% of rental revenues, and no other tenant contributes more than 2% of rental revenues. The portfolio also spans geographical regions with the largest states being Georgia (10.2% of gross leasable area), Florida (9.4%), Ohio (7.1%), New York (6.8%) and North Carolina (6.5%). The company has demonstrated strong access to capital, having issuing 10-year unsecured bonds, common equity, and convertible notes in 2010, accessing the secured debt market, and recently renewing its unsecured credit facilities. The previous facilities totaled $1.325 billion at a coupon rate of LIBOR plus 75 basis points, while the new facilities mature in February 2014 and total $1.015 billion at a coupon rate of LIBOR plus 275 basis points. Under the new facilities, certain terms have changed, including an increase in the capitalization rate used to calculate the market value of assets to 8% from 7.5% under the previous facilities. In addition, an unencumbered debt yield test (unencumbered NOI to unsecured debt) has been added, which must exceed 10% through 4Q'10, 11% through 2Q'12 and 11.5% thereafter. The company's development risk remains limited as the company is actively involved in only two development projects and one redevelopment project. However, DDR has a large land portfolio, which along with construction in progress totaled $817.7 million as of Sept. 30, 2010 (10.4% of total assets), compared with $858.9 million (10.2% of total assets) as of Dec. 31, 2009 and $882.5 million (9.8% of total assets) as of Dec. 31, 2008. DDR's leverage, measured as net debt to recurring operating EBITDA including Fitch's estimate of recurring cash distributions from joint ventures, remains at a level that is appropriate for a 'BB' rating at 9.5x as of Sept. 30, 2010, compared with 10.9x as of Dec. 31, 2009 and Dec. 31, 2008. Fitch projects that leverage may fall slightly to approximately 9.0x by year-end 2011 principally due to retained cash from operations used to pay down borrowings as the company is currently paying a limited quarterly common stock cash dividend. DDR has a large unencumbered property pool that generated approximately $259.1 million of NOI for the 12 months ended Sept. 30, 2010. However, unencumbered assets (calculated as unencumbered NOI divided by a capitalization rate of 8%) divided by unsecured debt was 1.5x as of Sept. 30, 2010 and 1.4x pro forma for a $200 million paydown of secured term debt with the company's unsecured revolving credit facilities and recent asset sales. Unencumbered asset coverage currently provides limited downside protection to unsecured bondholders. The company's sources of liquidity (unrestricted cash, availability under revolving credit facilities pro forma for the new commitment size, partial paydown of secured term debt, recent convertible bond issuance and recent asset sales, projected retained cash flows from operating activities after dividends and distributions) divided by uses of liquidity (pro rata debt maturities and projected recurring capital expenditures) result in a liquidity coverage ratio of 0.5x for Oct. 1, 2010 through Dec. 31, 2012. This liquidity coverage ratio is driven by sizeable debt maturities in 2012, when 28.1% of the company's pro rata debt matures pro forma for the convertible bond offering and partial paydown of secured term debt in October 2010. However, the company's liquidity coverage ratio would be 1.2x if the company refinances 85% of maturing secured debt, consistent with recent consolidated secured debt refinancings. The Stable Outlook centers on the Fitch's expectation that the company's credit ratios will remain steady over the near term, but that DDR will continue to de-lever modestly via retained capital. The Stable Outlook further reflects that retailers will experience modest growth in same-store sales and new store expansions, driving demand of retail space. The two-notch difference between DDR's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BB'. Based on the criteria report, 'Equity Credit for Hybrids & Other Capital Securities,' DDR's preferred stock is 75% equity-like and 25% debt-like since it is perpetual and has no covenants but has a cumulative deferral option. Net debt plus 25% of preferred stock to recurring operating EBITDA was 9.8x at Sept. 30, 2010, down from 11.2x at Dec. 31, 2009 and Dec. 31, 2008. These factors may have a positive impact on DDR's ratings and/or Outlook: -- Fixed charge coverage sustaining above 1.6x (fixed charge coverage ratio was 1.4x for the trailing 12 months ended Sept. 30, 2010); -- Net debt to recurring operating EBITDA sustaining below 9.0x (leverage was 9.5x as of Sept. 30, 2010); -- Improvements in liquidity coverage. These factors may have a negative impact on DDR's ratings and/or Outlook: -- Fixed charge coverage sustaining below 1.4x; -- Net debt to recurring operating EBITDA sustaining above 10.0x; -- Further reductions in liquidity coverage. DDR is a real estate investment trust based in Cleveland, Ohio in the business of acquiring, developing, redeveloping, leasing, and managing shopping centers and other retail properties. As of Sept. 30, 2010, the company had $9.3 billion in undepreciated book assets, a common equity market capitalization of $2.9 billion, and a total market capitalization of $7.8 billion. As of Sept. 30, 2010, DDR's portfolio included 586 shopping centers and interests in retail properties. DUNE ENERGY: Has $40-Mil. Replacement Term Loan from Wayzata ------------------------------------------------------------ Dune Energy Inc. said it has replaced its $40 million revolving credit facility with Wells Fargo Capital Finance, LLC, with a new $40 million term loan facility from Wayzata Opportunities Fund II, L.P. The new facility will mature on March 15, 2012. Major terms of the new facility are that Wells Fargo Capital Finance, LLC will remain agent for the facility, the $8.5 million of standby Letters of Credit for P&A bonds will now be cash collateralized through the bonding agent, the June 2011 bond interest payment of $15.75 million will be held in escrow until due. The primary negative covenant of the term loan is that the total present value of future net revenues discounted at 10%, or PV-10%, of the proved developed reserves must be greater than two times the value of the face amount of the term loan. The mid-year, June 30, 2010 unaudited internally prepared reserve report PV-10 using Securities and Exchange Commission, or SEC, price assumptions was $149.9 million or 3.7 times the value of the revolver. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company's balance sheet at Sept. 30, 2010, showed $296.72 million in total assets, $343.46 million in total liabilities, and a stockholders' deficit of $248.48 million. * * * Dune Energy carries a 'CCC-' corporate credit rating, with negative outlook, from Standard & Poor's, and 'Ca' corporate family and probability of default ratings, with negative outlook, from Moody's Investors Service. S&P said in April 2010 that "the company's heavy debt burden makes the prospects of a distressed exchange or bankruptcy a distinct possibility." DYNAVAX TECHNOLOGIES: Has Safety Data for Flu Vaccine Component --------------------------------------------------------------- Dynavax Technologies Corporation reported safety and immunogenicity data from its Phase 1a clinical trial of N8295, one of two key components of its Universal Flu Vaccine candidate. N8295 is a fusion protein comprised of NP and M2e, two highly conserved influenza antigens covalently linked to Dynavax's proprietary second-generation TLR9 agonist. The trial assessed three dose levels of N8295 in a total study population of 39 subjects. The Phase 1a data showed: * All doses were very safe and generally well tolerated; * No dose limiting toxicities; * Positive antibody responses to M2e; and * Positive T-cell mediated responses to NP. Based on preliminary safety data, Dynavax initiated a Phase 1b study in September 2010 to evaluate the safety of the combination of N8295, the novel component of Dynavax's Universal Flu vaccine candidate, and an investigational H5N1 avian influenza vaccine. Detailed results of the Phase 1a and 1b studies will be reported at the World Health Organization 7th Meeting on Evaluation of Pandemic Influenza Prototype Vaccines in Clinical Trials in Geneva, Switzerland in February 2011. Dr. J. Tyler Martin, M.D., Dynavax President and Chief Medical Officer, said, "Now that we have completed the safety assessment of the novel component, N8295, we are eager to assess the combination of N8295 with an avian flu vaccine. Those data are expected to improve our understanding of the immunologic properties of our universal flu vaccine candidate in the absence of pre-existing immunity to the H5N1 flu strain in human subjects. These are key achievements in the continued development of Dynavax's Universal Flu Vaccine as they should allow us to design a proof-of-concept study." Dynavax's Universal Flu Vaccine is designed to offer protection against divergent influenza strains as well as to increase the efficacy of a conventional influenza vaccine. Preclinical data have confirmed the expected immunogenicity and mechanistic effects of the vaccine candidate's novel components. The production of cytotoxic T-cells by NP and cytotoxic antibodies by M2e have been demonstrated in preclinical studies, as has an increase in neutralizing antibodies provided by a co-administered conventional influenza vaccine. A GLP toxicity study demonstrated that this Universal Flu vaccine candidate is well-tolerated. About Dynavax Technologies Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ: DVAX) -- http://www.dynavax.com/-- is a clinical-stage biopharmaceutical company. The Company discovers and develops novel products to prevent and treat infectious diseases. The Company's lead product candidate is HEPLISAV, an investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. As of September 30, 2010, the Company had $61,790,000 in total assets; $21,026,000 total current liabilities, $6,012,000 deferred revenue, $10,540,000 long-term note payable to holdings, $944,000 long-term contingent liability to holdings, and $60,000 other long-term liabilities and $23,208,000 in stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Ernst & Young LLP, in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations since its inception. EASTERN LIVESTOCK: Creditors Seek Bankruptcy for Firm Amid Probe ---------------------------------------------------------------- Creditors have filed an involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No. 10-93904) in New Albany, Indiana, for Eastern Livestock Co., LLC. Eastern Livestock is a cattle brokerage company under federal investigation for writing millions of dollars in bad checks, Dow Jones' Small Cap reports. The petitioning creditors are Southeast Livestock Exchange LLC, Moseley Cattle Auction LLC and David L. Rings. The Creditors claim they are owed a total of $1.45 million for "cattle sold." Eastern Livestock has 20 days to respond to the petition under bankruptcy law. Eastern Livestock, which is located in New Albany, Ind., describes itself on its Web site as one of the largest cattle brokerage companies in the U.S. The petitioning creditors are represented by: C. R. Bowles, Jr., Esq. Greenbaum Doll & McDonald 101 S. 5th St. Louisville, KY 40202 Tel: 502-589-4200 E-mail: crb@gdm.com Ivana B. Shallcross, Esq. GREENEBAUM DOLL & MCDONALD 3500 National City Tower 101 S. 5th Street Louisville, KY 40202 Tel: (502) 587-3714 Fax: (502) 540-2130 E-mail: ibs@gdm.com John W Ames, Esq. GREENEBAUM, DOLL & MCDONALD 101 S 5th St Ste 3300 Louisville, KY 40202 502-589-4200 E-mail: jwa@gdm.com EDITH AVANZADO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Edith Avanzado 307 Linda Vista Avenue Pasadena, CA 91105 Bankruptcy Case No.: 10-62201 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Roy C. Dickson, Esq. 2323 N. Tustin Avenue, Suite I Santa Ana, CA 92705 Tel: (714) 541-8080 Fax: (714) 541-8090 E-mail: roycd@aol.com Scheduled Assets: $5,138,150 Scheduled Debts: $6,550,329 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-62201.pdf ERIE PLAYCE: Harris May Get Payments Under Nondefault Rate ---------------------------------------------------------- Harris N.A., as assignee from Amcore Bank N.A., a secured creditor holding a mortgage on real estate owned by Erie Playce LLC, objected to Erie's request to direct the receiver to make payments to Harris. The issue before the court is the proper calculation and application of 11 U.S.C. Sec. 362(d)(3)(B)(ii)'s monthly payment, where a prepetition state court judgment was issued, substituting a judgment rate of interest for the interest rate specified by the contract. Judge Pamela S. Hollis rules in favor of Erie, holding that the judgment rate of interest does not replace the nondefault contract rate of interest for the purposes of Sec. 362(d)(3)(B)(ii). Because Harris is undersecured, it is not entitled to apply the monthly payments under Sec. 362(d)(3)(B)(ii) to postpetition interest. Judge Hollis says Erie may direct the receiver to make monthly payments in an amount equal to $25,707.08 until Erie proposes a plan of reorganization that has a reasonable possibility of being confirmed within a reasonable time. The payments will be applied to the principal obligation. Erie and Harris, as assignee from Amcore, are parties to a promissory note for $5,100,000 dated June 14, 2002, as modified to $6,371,081.48 on February 24, 2008. The note indebtedness was secured by a first mortgage which was duly recorded on June 18, 2002. Harris asserts a $7.8 million claim against Erie. Although there has been no adjudication of the value of the Property, neither party asserts its value is such as to render Harris oversecured. In July 2008, Amcore brought an action to foreclose the mortgage, Amcore Bank N. A. v. Erie Playce LLC and First Midwest Bank et al., 08-CH-29638 (Cook Cty. Cir. Ct.). As of the Petition Date, that action was still pending. Harris obtained a judgment against Erie for $7,215,927.44 on July 29, 2008, which carried with it a 9% judgment rate of interest. On July 31, 2009, in the State Case, the Circuit Court appointed a receiver. The receiver was in place as of the Petition Date. A copy of Judge Hollis' December 7, 2010 Memorandum Opinion is available at http://is.gd/it1Hqfrom Leagle.com. Erie Playce LLC is a single asset real estate debtor as defined under 11 U.S.C. Sec. 101(51B), owning and operating a four-story commercial building commonly known as 520 West Erie Street, Chicago, Illinois. It filed for Chapter 11 (Bankr. N.D. Ill. Case No. 10-22637) on May 18, 2010. Paula K. Jacobi, Esq., and Timothy S. McFadden, Esq., at Barnes & Thornburg LLP, in Chicago, serve as bankruptcy counsel. In its petition, the Debtor listed $1 million to $10 million in assets and $10 million to $50 million in debts. John T. Suzuki, principal at Collateral Trustee, in Chicago, is the receiver for the Debtor. EVERGREEN SOLAR: Unveils Comprehensive Recapitalization Plan ------------------------------------------------------------ Evergreen Solar, Inc., on Monday said its Board of Directors has approved a comprehensive recapitalization plan to align the company's capital structure with its current business model and to better position Evergreen Solar for future growth. The recapitalization plan, if fully executed, will: -- Substantially reduce the company's outstanding indebtedness and annual interest expense; -- Exchange a substantial portion of the company's existing convertible debt for new debt with longer maturities and lower conversion prices; -- Create a capital structure that should provide greater incentive to convertible debt holders to convert their notes into shares of the company's common stock, which would further accomplish Evergreen Solar's goal of substantially reducing outstanding debt; and -- Enhance the company's flexibility to manage its business by eliminating certain restrictive covenants and the security interests contained in existing debt instruments. The recapitalization plan is comprised of these key elements: -- Exchange offers and a consent solicitation; -- Raising additional capital by seeking to sell up to $40,000,000 aggregate principal amount of Evergreen Solar's new 4% Convertible Subordinated Additional Cash Notes due 2020; -- Implementing the 1-for-6 reverse stock split previously approved by Evergreen Solar's stockholders at the company's annual meeting on July 27, 2010, which will become effective prior to the closing of the exchange offers; and -- Increasing Evergreen Solar's authorized shares of common stock from 120,000,000 to 240,000,000 shares (after giving effect to the reverse stock split), in order to ensure that the company has sufficient shares available for future issuances. Evergreen Solar plans to hold a Special Meeting of stockholders in early 2011 to ask its stockholders to support the recapitalization plan. Specifically, the proposed exchange offers and consent solicitation described in summary below, as well as the increase in authorized shares of common stock, will require approval from the company's stockholders, in accordance with certain NASDAQ and Delaware corporate law requirements. If the company's stockholders fail to provide the approval required for NASDAQ and Delaware law purposes at the Special Meeting, the company will not be able to implement its recapitalization plan as contemplated and thus will be unable to reduce its outstanding indebtedness and interest expense or strengthen its capital structure and the company will consider all other viable alternatives which may be available. The alternatives may not be on terms as favorable to its stockholders as the recapitalization plan. In addition, if at the Special Meeting the company's stockholders fail to approve the proposed increase in the authorized shares of common stock, the company may still choose to complete the exchange offers. Having these additional authorized shares would increase the company's financial flexibility going forward to raise additional funding using equity and equity linked securities. In addition, the lack of additional authorized shares could, under certain circumstances, limit the company's ability to pay certain amounts under the new notes using shares of common stock instead of cash, which would reduce the company's financial flexibility. Lazard Capital Markets LLC will serve as the dealer manager for the exchange offers and sole bookrunner for the new money offering. Summary of Exchange Offers and Consent Solicitation In the exchange offers, Evergreen Solar is offering to exchange (i) its new 4% Convertible Subordinated Additional Cash Notes due 2020 for up to $200,000,000 aggregate principal amount of its existing 4% Senior Convertible Notes and (ii) its new 7.5% Convertible Senior Notes due 2017 for all of its existing 13% Convertible Senior Secured Notes. In exchange for each $1,000 principal amount of existing 4% notes that is tendered and accepted, holders of existing 4% notes will receive new 4% notes. The amount of new 4% notes to be issued will be determined by a modified "Dutch auction," where holders must submit tenders in the range from $425 principal amount to $500 principal amount of new 4% notes that would be issued for each $1,000 principal amount of existing 4% notes surrendered for exchange by such holder. All existing 4% notes tendered up to $200,000,000 aggregate principal amount will receive new 4% notes at the highest exchange ratio bid by holders in the tender. In the event more than $200,000,000 aggregate principal amount of existing 4% notes are tendered, the company will accept all tenders at or below such exchange ratio on a pro rata basis. The company will reject all existing 4% notes tendered in excess of such exchange ratio. In exchange for each $1,000 principal amount of existing 13% notes that is tendered and accepted, holders of existing 13% notes will receive $1,000 principal amount of new 7.5% notes. Both the new 4% notes and the new 7.5% notes contain terms and features that should provide greater incentive to convertible note holders to convert their notes into shares of Evergreen Solar's common stock more quickly than the existing 4% notes and the existing 13% notes. The purpose of the consent solicitation is to adopt proposed amendments to the indenture governing the company's existing 13% notes, which will release the security interest and all of the collateral securing the company's obligations under the existing 13% notes, terminate the existing collateral documents and eliminate many of the restrictive covenants and certain events of default in the indenture for the company's 13% notes. About Evergreen Solar Marlboro, Massachusetts, December 6, 2010 - Evergreen Solar, Inc. (NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon(R) solar power products using its proprietary, low-cost silicon wafer technology. EXIDE TECHNOLOGIES: Asks for Oral Arguments on EnerSys Plea ----------------------------------------------------------- Exide Technologies has filed an application with the U.S. Bankruptcy Court for the District of Delaware to hold oral arguments on EnerSys Delaware Inc.'s motion to dismiss its complaint. Exide earlier filed a complaint seeking declaratory judgment that the rights of EnerSys under their pre-bankruptcy agreement constitute a claim that was discharged by confirmation of Exide's Joint Plan of Reorganization. The agreement refers to EnerSys' license to use the Exide trademark on industrial batteries. The complaint came after the U.S. Court of Appeals for the Third Circuit issued a ruling that the agreement was not an executory contract because EnerSys performed its obligations under that agreement prior to Exide's bankruptcy filing. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. In August 2010, when it affirmed the ratings, S&P explained, "The ratings on Exide reflect S&P's expectation that sales and profitability will improve gradually as demand increases. The ratings also reflect Exide's vulnerable business risk profile, marked by tough competition in the automotive and industrial battery businesses, exposure to volatile lead prices, and high fixed costs and capital intensity." Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. EXIDE TECHNOLOGIES: Court Expunges Chloride Group Claim ------------------------------------------------------- The U.S. Bankruptcy Court issued an order disallowing and expunging Chloride Group's Claim No. 2877 against Exide Technologies. Exide proposed the disallowance of Claim No. 2877 on grounds that Chloride Group did not file supporting documents and that the creditor failed to allege facts or damages necessary to support a compensable claim. Chloride Group filed Claim No. 2877 to assert its rights under a trademark exchange agreement with Exide. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. In August 2010, when it affirmed the ratings, S&P explained, "The ratings on Exide reflect S&P's expectation that sales and profitability will improve gradually as demand increases. The ratings also reflect Exide's vulnerable business risk profile, marked by tough competition in the automotive and industrial battery businesses, exposure to volatile lead prices, and high fixed costs and capital intensity." Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. EXTENDED STAY: Five Mile Files Application for $2.5-Mil. Claim -------------------------------------------------------------- Five Mile Capital II SPE ESH LLC has filed an application for the allowance of its administrative expense claim for $2,561,026. The claim is on account of fees and expenses incurred in "making a substantial contribution," in the bankruptcy cases of Extended Stay Inc. and its affiliated debtors, according to Lawrence Mittman, Esq., at Haynes and Boone LLP, in New York. "Throughout the cases, Five Mile has assumed a critical role in furthering the interests of the [Extended Stay] estates, often taking on roles that would traditionally be performed by statutory committees," Mr. Mittman says in court papers. Five Mile was a holder of certificates issued pursuant to a 2007 agreement, which formed a trust that held the $4.1 billion loan secured by the Debtors' assets. Mr. Mittman cites in particular Five Mile's opposition to Extended Stay's motion to use cash collateral that would have set "aggressive plan milestones" based on a restructuring term sheet that would have given the $4.1 billion worth of secured claims only $2.55 billion and wiped out the entirety of $3.3 billion in mezzanine debt. "Five Mile led the opposition to this pre-negotiated deal that would have deprived the estates of over one billion dollars of value at a time when the special servicer for the certificate holders' trust had not yet arrived on the scene," he points out. If approved by the Bankruptcy Court, $1,247,837 of the $2,561,026 will be used to pay the fees and expenses of professionals retained by Five Mile, including Haynes and Boone LLP, Paul Hastings Janofsky & Walker LLP, Goodwin Procter LLP, and Golenbock Eiseman Assor Bell & Peskoe LLP. The rest will be paid to professionals working for the investor group led by Starwood ESH LLC. Five Mile is a member of the Starwood group that previously made a proposal to sponsor the restructuring plan for Extended Stay's affiliated debtors. The group has filed a separate application for payment of fees and expenses of its members and their professionals. Mr. Mittman clarifies that Five Mile did not file a separate application to denigrate the application of the Starwood group, but because Five Mile "often had a more direct and somewhat unique gatekeeper role" in the cases than other members of the group. "To the extent the [Bankruptcy Court] grants the Starwood Group's application and Five Mile receives any distribution in respect thereof, Five Mile will offset and credit against any duplicative awards that the [Bankruptcy Court] may grant in respect of this application," Mr. Mittman points out. Extended Stay previously sought authority to pay the fees and expenses of the Starwood group, but was denied by the Bankruptcy Court on grounds that it would constitute the unauthorized use of cash collateral without consent. Consequently, the Starwood group took an appeal to a district court for a reconsideration of the Bankruptcy Court ruling. In the event Five Mile receives any payment of fees and expenses requested in its application as a result of the appeal, the amounts paid will either be excluded from the application or will be returned if Five Mile has already recovered them as a result of its application, according to Mr. Mittman. The Bankruptcy Court will consider approval of Five Miles' application at the hearing scheduled for January 19, 2011. Deadline for filing objections is January 14, 2011. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Starwood Brief in Reimbursement Case Due May 19 -------------------------------------------------------------- Judge Barbara Jones of the U.S. District Court for the Southern District of New York gave Starwood ESH LLC until May 19, 2011, to file a brief in connection with its appeal to reconsider a bankruptcy court ruling denying the proposed payment of its fees and expenses. Judge Jones also authorized the appellee, CWCapital Asset Management LLC, to file a brief until June 20, 2011. Starwood has until July 11, 2011, to file its reply to CWCapital's brief. Starwood, together with other investors, filed an appeal before the District Court to reverse an order handed down by Bankruptcy Judge James Peck, denying Extended Stay Inc.'s motion to pay the Starwood-led investment group as much as $7,629,504, for fees and expenses the group incurred in formulating a bid to sponsor the restructuring plan. The Appeal raises the issue of whether the Bankruptcy Court appropriately denied the proposed payment "based on the lack of cause shown" and "as an unauthorized use of cash collateral." About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Former Owners Sued Over $100-Mil. Guaranty --------------------------------------------------------- Lightstone Group LLC and its founder David Lichtenstein were sued over a $100 million guaranty that was triggered by Extended Stay Inc.'s bankruptcy filing last year, Bloomberg News reported. Lightstone and Mr. Lichtenstein granted the guaranty in favor of lenders and are liable for losses stemming from the bankruptcy, according to a complaint filed by U.S. Bancorp in a New York state court. U.S. Bancorp, the trustee for senior debt holders, seeks to be paid ahead of junior lenders to Extended Stay, according to Bloomberg News. Mr. Lightstone led an investment consortium in acquiring Extended Stay from Blackstone Group LP in 2007 through a $7.4 billion loan from Bear Stearns Commercial Mortgage Inc. and two U.S. banks. The loan consisted of $4.1 billion in mortgage loans and $3.3 billion in mezzanine loans. David Friedman, Esq., at Kasowitz Benson Torres & Friedman LLP, in New York, said his clients, Mr. Lichtenstein and Lightstone, are not liable. "We think the law is pretty clear that under the facts of this case there isn't any liability and we will defend this suit as we've defended the others," Bloomberg News quoted Mr. Friedman as saying. The case is U.S. Bank NA v. Lightstone Holdings LLC, 651951-2010, New York State Supreme Court (Manhattan), the report notes. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FAIRDALE LANE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Fairdale Lane Townhomes, L.P. 4039 Browning Street Houston, TX 77005 Bankruptcy Case No.: 10-41194 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Letitia Z. Paul Debtor's Counsel: Samuel Charles Beale, Esq. BEALE & ASSOCIATES 5821 Southwest Freeway, #416 Houston, TX 77057 Tel: (281) 664-6400 E-mail: samuel.beale@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Thomas Tran Park of Basil Thomas Management, managing member of the general partner. FT SILFIES: Settles IRS' Claims for Heavy Vehicle Use Taxes ----------------------------------------------------------- Judge Nancy V. Alquist approves a stipulation settling several claims filed by the Internal Revenue Service against F.T. Silfies, Inc. and Price Trucking, Inc., for heavy vehicle use taxes. A copy of the stipulation and consent order, dated December 7, 2010, is available at http://is.gd/isZoGfrom Leagle.com. 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. Brent C. Strickland, Esq., J. Daniel Vorsteg, Esq., Cara D. Chasney, Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland, served as counsel for the Debtors. 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. FULTON HOMES: Adjourns Plan Hearing to Talk with Lenders -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Fulton Homes Corp. and bank lenders began a contested confirmation hearing last week. After two days of trial, the parties agreed it would be prudent to adjourn the confirmation hearing and work on a settlement. The bankruptcy judge adjourned the hearing to Jan. 5. The lenders have previously argued that the management's plan is not confirmable. Competing Plans The September 30, 2010 edition of the Troubled Company Reporter reported that management and a lender group comprised of Bank of America, JPMorgan Chase Bank, Compass Bank, Wells Fargo, and Fulton founder Ira Fulton submitted competing reorganization plans for the Company. The Arizona Republic outlined the fundamental difference between the bank group's plan and management: * Under the lenders' plan, the builder would have three years to repay its current debt, estimated at $184 million to $194 million, plus whatever interest accrued during the repayment period. The Fulton Homes plan would give the company six years to repay its debt. * the amount of a lump-sum payment to be made to creditors immediately upon court approval of the prevailing plan. The lenders propose an advance payment of $50 million, while the builder's plan would require $30 million to $35 million in advance. Fulton Homes currently has cash reserves of about $80 million. * the interest rate that would accrue during the repayment period. The rate proposed by Fulton Homes would top out at slightly above 7%, based on the current prime interest rate, while the lender-proposed interest rate would go as high as 9%. * Vendors to the builder with outstanding accounts receivable also would be treated differently, depending on which plan prevails. The lenders' plan would have them paid in full immediately, while the Fulton Homes proposal would pay them 60 percent immediately and the remainder in installments over a two-year period. * An unsecured, $25 million debt owed to Fulton by his company could not be repaid until after all other creditors had been paid in full, under the lender plan. * The homebuilder's plan immediately would exchange founder Fulton's debt for additional private shares in the company, subject to the court's approval. About Fulton Homes Fulton Homes Corporation -- http://www.fultonhomes.com/-- is a Tempe, Arizona-based homebuilder. The Company filed for Chapter 11 protection on January 27, 2009 (Bankr. D. Ariz. Case No. 09-01298). Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC, represents the Debtor in its restructuring efforts. The Debtor estimated assets and debts between $100 million and $500 million in its Chapter 11 petition. GENERAL GROWTH: New GGP Plans to Refinance Mortgages ---------------------------------------------------- General Growth Properties, Inc. ("New GGP") is planning to refinance some of mortgages worth $15 billion it restructured during the company's Chapter 11 case, Kris Hudson of The Wall Street Journal reports. Mr. Hudson notes that while some of those mortgages will likely be done through insurance companies, a big chunk is expected to be repackaged by Wall Street firms into commercial mortgage-backed securities ("CMBS"). That is a lot of business considering only $10 billion worth of CMBS has been issued this year as the market has struggled to get back on its feet, Mr. Hudson observes. Mr. Hudson further notes that New GGP can refinance the debt because the terms of those restructured loans allow the company to later refinance them without incurring the usual steep prepayment penalties. However, not all mortgages will come to the refinancing market at the same time, Mr. Hudson points out. The Journal adds that GGP might be content to keep some at current terms. According to The Journal, the average interest rate for the entire $15 million in mortgages is 5.3%. The Journal discloses that of the mortgages New GGP restructured in bankruptcy, about $11 billion were securitized. Specifically, Citigroup analysts found 19 of New GGP's restructured mortgages with a collective balance of $1.3 billion have interest rates ranging from 6% to 7.5%, The Journal relates, citing Citigroup analysts. In contrast, life-insurance companies are lending at interest rates of 4.75% to 5.5% on commercial properties, The Journal notes. Mr. Hudson also reports that New GGP's more recent mortgages will be difficult to refinance at lower rates. Citigroup discloses that the company's mortgages from 2003 and 2005 carry rates averaging 4.7% and 5%, The Journal adds. The Journal says New GGP has specific windows in which it can refinance the debt without penalty. New GGP can do so for six months after its emergence from bankruptcy and then in the span between each mortgage's original due date and the due date to which it was extended in the restructuring, The Journal reports. Mr. Hudson recalls that before its bankruptcy filing, Old GGP put big mortgages on its malls, sometimes amounting to 70% to 80% of a given mall's value. Now, however, lenders favor smaller loans amounting to 50% to 60% of a mall's value, says The Journal. That means New GGP will need cash to pay the difference when refinancing, The Journal explains. To that end, GGP has about $700 million of extra proceeds from its common stock public offering in November, The Journal adds. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. General Growth Properties on November 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of November 1, 2010 received common stock in both companies. The new GGP, which will commence trading November 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Asked Huge Warranty Payments, Says Delphi Ex-CEO ---------------------------------------------------------------- General Motors Corporation sought huge payments for warranty claims from Delphi Corp. after the automaker spun off the supplier, according to J.T. Batttenberg III, Delphi's former chief executive officer, Greg Gardner of The Free Press reported. Mr. Batttenberg made the statement when he took the stand at the December 1, 2010 trial presided by Judge Avern Cohn of the U.S. District Court for the Eastern District of Michigan in connection to a civil securities lawsuit initiated by the U.S. Securities and Exchange Commission against Mr. Battenberg and former Delphi accounting officer Paul Free, the report related. A 10-member jury will decide on the case, according to the report. Mr. Batttenberg said GM leaders told Delphi that it owed as much as $800 million to cover the cost of warranty claims that GM said were traceable to faulty Delphi parts, the report related. "We were shocked. We thought it couldn't happen," The Free Press quoted Mr. Battenberg as saying during the trial. The SEC lawsuit is based primarily on Mr. Battenberg's role in accounting of a $237 million payment Delphi made to GM in 2000. According to the SEC, Delphi paid GM $237 million to resolve the warranty dispute, but accounted for $202 million of that payment as an adjustment to the suppliers' pension costs instead of an expense that would have reduced its profit, The Free Press related. Mr. Battenberg also described at the trial how Delphi relationship with GM deteriorated over time, The Free Press noted. "They started taking us off the bid list for new business. They disinvited us from trade shows," according to Mr. Battenberg. "Most importantly, we were losing revenue," Mr. Battenberg told the jury. The Free Press said other issues also drove the two companies apart. According to the report, Delphi created a $53-million reserve to cover warranty claims that later increased to $112 million. But GM demanded more, the report stated. Mr. Battenberg related that in July 2000 he called then GM CEO Jack Smith to discuss "abnormal behavior" by GM's purchasing unit, the report noted. Delphi eventually settled the warranty dispute after a series of meetings between the companies' executives to pay GM $237 million, the report related. When asked by his counsel whether he know how much of that payment actually went to dealers for warranty-related repairs, Mr. Battenberg said, "They had spent very little." Mr. Battenberg continued, "Usually our experience had been that we paid as we go, but this time, they wanted money upfront. That was different," the report added. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Creditors Panel Backs Asbestos Claims Estimation ---------------------------------------------------------------- The Official Committee of Unsecured Creditors for Motors Liquidation Co., or Old GM, and its units, says it supports the Debtors' motion to estimate their asbestos claims liability. As reported in the Troubled Company Reporter on November 26, 2010, Old GM is asking the Bankruptcy Court to estimate their aggregate liability with respect to all present and future asbestos-related personal injury claims within a proposed timeline. About 28,500 Asbestos PI Claims were filed against the Debtors. Counsel to Old GM, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court that estimating the Debtors' aggregate liability for Asbestos PI Claims is required pursuant to an amended plan the Debtors to be filed with the Court. Pursuant to that Amended Plan, an "Asbestos Trust Claim" determines the appropriate ratable distribution to be made to a post-confirmation trust to which all Asbestos Personal Injury Claims will be channeled. In backing the Debtors' request for estimation, the Creditors' Committee says it remains hopeful that the parties will be able to negotiate a consensual resolution on the aggregate liability for asbestos personal injury claims. Philip Bentley, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, counsel to the Creditors' Committee, stresses that it is critical to establish an estimation litigation schedule now to ensure an outside date for a court determination of the estimated asbestos liability. The Committee believes a structured timeline will likely facilitate further settlement discussions, he adds. The Creditors' Committee also asks the Court to not permit the Official Committee of Unsecured Creditors Holding Asbestos- Related Claims from filing late discovery requests at this juncture if doing so would delay the Debtors' proposed schedule. Mr. Bentley asserts that the Asbestos Committee has known since it agreed to the Anonymity Protocol that the initial expert reports may be due as early as the first week of January 2011. He says counsel to the Creditors' Committee also wrote to the Asbestos Committee four days after entry of the order approving the Anonymity Protocol, urging it to promptly file any discovery requests they might have so that all discovery could be completed within the contemplated timeframe. Rule 2004 Exam Withdrawn The Official Committee of Unsecured Creditors Holding Asbestos- Related Claims withdrew its motion to conduct an examination on, and compel production of documents from, the Debtors and certain non-bankrupt asbestos defendants pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. As reported in the TCR on November 26, 2010, the Asbestos Committee sought permission to commence discovery for purposes of estimating the value of the Debtors' aggregate liability for pending and future claims for asbestos-related personal injury and wrongful death pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The group said a reliable estimate of the Debtors' liability for Asbestos Claims will require analysis and explication in the context of other documentary evidence and testimony that will shed light on the trends and patterns that shaped the Debtors' historical claims experience and thus make possible a reasonable forecast of the number, timing, and value of future claims expected to be asserted over the next several decades. The Debtors, the Official Committee of Unsecured Creditors andthe Official Committee of Unsecured Creditors Holding Asbestos- Related Claims, the Future Claims Representative, and certain asbestos trusts entered into a stipulation to resolve any and all disputes relating to the Creditors' Committee's Rule 2004 Motion and related August 24, 2010, Discovery Order, the subpoenas previously issued by the Creditors' Committee, the Anonymity Protocol Order and the Asbestos Committee's Rule 2004 Motion to the extent that it seeks discovery relating to the non-bankrupt defendants. The Asbestos Trusts are the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust; the Babcock & Wilcox Company Asbestos Personal Injury Settlement Trust; the Owens Corning/Fibreboard Asbestos Personal Injury Trust; the DII Industries, LLC Asbestos PI Trust; the United States Gypsum Asbestos Personal Injury Settlement Trust and the Manville Personal Injury Settlement Trust. Specifically, the UCC Rule 2004 Motion is withdrawn and all prior rulings or orders issued by the Court in connection with the UCC Rule 2004 Motion, including but not limited to the Discovery Order and the Anonymity Protocol Order, are vacated and will have no legal effect insofar as they concern discovery sought by the UCC from the Trusts or the Delaware Claims Processing Facility and Claims Resolution Management Corporation -- the Claims Processing Facilities. However, the Confidentiality Order will remain in full force and effect to the extent it relates to any information other than that previously anticipated to be produced by the Trusts or the Claims Processing Facilities pursuant to the Discovery Order. The UCC Subpoenas to the Trusts or the Claims Processing Facilities are withdrawn and will be considered null and void. The Asbestos Committee, the FCR, the Creditors' Committee and the Debtors agree that, solely for estimating, for plan purposes, the Debtors' aggregate liability for present and future asbestos- related claims for personal injury and wrongful death in these Chapter 11 cases. Each claimant who filed a prepetition lawsuit against one or more of the Debtors for mesothelioma will be deemed to have recovered, or to be entitled to recover, from each Trust, the Average Value for mesothelioma claims as set forth in the Trust Distribution Procedures of that Trust, as periodically amended, and as limited by the Payment Percentages fixed under the TDP, as periodically amended, as though he or she has satisfied, or would be able to satisfy, the product exposure criteria of the TDP. However, the right of each party to dispute any inference sought to be drawn on the basis of the Deemed Recoveries is fully preserved. The stipulation will have no application whatsoever to any matter or proceeding other than the Asbestos Estimation Proceeding, including but not limited to any other proceedings in these cases, any other bankruptcy cases or proceedings therein, or any nonbankruptcy proceedings, litigations, arbitrations or mediations involving individual asbestos claimants. The Asbestos Committee Rule 2004 Motion is withdrawn to the extent it seeks discovery relating to the Non-Bankrupt Defendants. The Parties' Stipulation will be without prejudice to the Asbestos Committee Rule 2004 Motion to the extent it seeks discovery from the Debtors and General Motors LLC ("New GM"). All parties reserve all of their rights to support or oppose that aspect of the Asbestos Committee Rule 2004 Motion. The discovery previously sought from third parties other than New GM by way of the UCC Rule 2004 Motion, the UCC Subpoenas and the Asbestos Committee Rule 2004 Motion will not be pursued or obtained by any party to the Asbestos Estimation Proceeding. The Parties' Stipulation is without prejudice to the rights of all parties to seek, or to oppose, other discovery for the purposes of the Asbestos Estimation Proceeding. GENERAL MOTORS: NUMMI Sues Old GM for Abandoning Contract --------------------------------------------------------- New United Motors Manufacturing, Inc., initiated an adversary proceeding against Motors Liquidation Company to assert breach of contract claims and a promissory estoppel claim against MLC for violating its contractual commitments and promises to NUMMI. Mark E. McKane, Esq., at Kirkland & Ellis LLP, in New York, relates that since its creation by MLC and Toyota Motor Corporation in 1983, NUMMI produced more than one million MLC vehicles and provided billions of dollars of manufacturing know- how that MLC employed in its facilities around the world. NUMMI is unique joint venture, unlike MLC's tier-one suppliers, he insists. Mr. Kane further notes that until 2009, MLC met its contractual obligations to NUMMI. He points out that NUMMI built an award- winning manufacturing plant that produced millions of vehicles for the American market. MLC not only received vehicles for resale, but it also learned Japanese manufacturing techniques through its collaboration with NUMMI and TMC, bringing new efficiencies to its entire business and obtaining billions of dollars of value, he notes. "MLC was handsomely rewarded for participating in NUMMI with award winning vehicles and immense manufacturing know-how, until the whole venture came to sudden stop last year," he tells the Court. In mid-2009, MLC chose to cease production at NUMMI, remove its board of directors appointees, and end its active participation in NUMMI. "Those decisions breached MLC's commitments to NUMMI and sounded its death knell. MLC's withdrawal caused NUMMI to go out of business, eliminating over 4,500 jobs in Fremont, California and thousands of supplier and support jobs in the surrounding communities," Mr. Kane stresses. As the direct result of MLC's abandonment of NUMMI, NUMMI is now winding down its business, Mr. Kane states. Mr. Kane, however, stresses that, at NUMMI's inception and through a series of contractual commitments over the years, MLC agreed to keep NUMMI viable; purchase its products on a "continuous and stable" basis; and share NUMMI's deficit equally with TMC in the event of dissolution or wind down. In addition, in or around 2005, and then again through a contract in 2006, MLC promised to purchase a sufficient number of an updated vehicle model -- the Pontiac Vibe to support NUMMI through at least 2012. As a result of this commitment, NUMMI made a significant capital investment in developing and producing the Vibe, Mr. Kane tells the Court. NUMMI has not yet recovered the capital expenditures it made in 2006 for the Vibe, Mr. Kane asserts. Unlike TMC, MLC has refused to contribute to NUMMI's deficit during the wind down, he states. By this complaint, NUMMI asserts causes of action that are based on four separate contractual obligations and, in the alternative, promises that MLC made to NUMMI: (1) NUMMI asserts claims based on MLC's contractual obligations under the 1983 Memorandum of Understanding, the Shareholders' Agreement and the 2006 Memorandum of Understanding entered among TMC, MLC and NUMMI to keep NUMMI viable. (2) NUMMI asserts claims based on MLC's contractual obligation under the VSA and the 2006 MOU to purchase vehicles on a continuous and stable basis, including the obligation to purchase Vibes through 2012. (3) NUMMI asserts claims based on MLC's contractual obligation under the 1983 MOU to share NUMMI's "deficit" at termination. (4) NUMMI asserts a claim based on the implied covenant of good faith and fair dealing inherent in all of those agreements arising from MLC's refusal to negotiate in good faith to find an alternative for Vibe production at NUMMI. (5) as an alternative basis for relief, NUMMI asserts a promissory estoppel claim based on MLC's promises to purchase Vibes from NUMMI through 2012. Mr. Kane insists that NUMMI performed its obligations under its contracts with MLC by, among other things, maintaining agreed- upon production levels at its facility and delivering the vehicles that MLC ordered in a timely manner. NUMMI ceased producing vehicles for MLC only because MLC breached its agreements with NUMMI and TMC and ended the joint venture, he tells the Court. NUMMI thus asks the Court to enter a judgment against MLC: (A) with respect to MLC's breach of the 1983 MOU and Shareholders' Agreement, a judgment in an amount exceeding $365 million, plus interest and costs; (B) with respect to MLC's breach of the 2006 MOU, a judgment in an amount exceeding $365 million, plus interest and costs; (C) with respect to MLC's breach of the 2006 MOU, a judgment in an amount exceeding $365 million, plus interest and costs; (D) with respect to MLC's breach of the VSA, a judgment in an amount exceeding of $185 million, plus interest and costs; (E) as to MLC's breach of the 2006 MOU, a judgment in an amount exceeding $365 million, plus interest and costs; (F) as to MLC's breach of the 1983 MOU, a judgment in an amount exceeding $180 million, plus interest and costs; (G) as to MLC's breach of implied covenant of good faith and fair dealing, a judgment in an amount exceeding $365 million, plus interest and costs; (H) as to promissory estoppel, a judgment in an amount exceeding $185 million, plus interest and costs; and (I) as to all counts, a total judgment not to exceed $500 million without further amendment or modification of this complaint. As set forth in the stipulation relating to the Debtors' Objection to NUMMI's Claim, MLC will file a motion to dismiss or otherwise respond to the complaint no later than December 22, 2010. NUMMI will file response briefs to MLC's motions to dismiss no later than January 14. MLC will file a reply briefs no later than January 28. Oral argument on MLC's motions to dismiss, if any, will be held on February 9. * * * As reported in the April 14, 2010 edition of the Troubled Company Reporter, General Motors Corp. filed an objection to Claim No. 67357, filed by New United Motor Manufacturing, Inc., an automobile manufacturer and privately held California corporation, to recover $500 million, essentially alleging that Motors Liquidation Company, formerly General Motors Corp., must assume liability for the dissolution of NUMMI's operations. Founded as a joint venture by Toyota Motor Corporation and MLC in December 1983, NUMMI has operated as an independent California corporation engaged in the production of automobiles and component parts for nearly 30 years. Toyota filed two related claims in Old GM's Chapter 11 case -- Claim Nos. 66243 and 70375. NUMMI's filing of its Claim No. 67357 is a "blatant attempt to avoid its own liabilities, especially where . . . NUMMI remains in possession of substantial assets," GM said in the objection. In November 2010, Motors Liquidation Company, New United Motor Manufacturing, Inc., and Toyota Motor Corporation jointly sought and obtained Court approval of a stipulation and proposed scheduling order regarding the Parties' issues with the three Claims. The Court held a hearing regarding the NUMMI Claim and related briefing on November 9, 2010, in which the Court proposed, and the Parties agreed, to treat the claims raised in the Claims as a plenary litigation subject to Rule 9014 of the Federal Rules of Bankruptcy Procedure and Rules 8 and 12 of the Federal Rules of Civil Procedure. The Court also proposed, and the Parties agreed, to coordinate the litigation of the Claims. Accordingly, the Parties agree that: (a) NUMMI and Toyota will each file a complaint as a substitute for and consistent with the Claims previously filed on November 24, 2010, which will initiate separate adversary proceedings against MLC; (b) the claims set forth in NUMMI's Complaint will be in a fixed and liquidated amount no greater than the Claim previously filed by NUMMI, subject to NUMMI's reservation of rights set forth in the Claim to amend and modify its claims and MLC's right to object to any amendment or modification; (c) the Parties will coordinate the Adversary Proceedings; (d) MLC will ask to dismiss or otherwise respond to the Complaints no later than December 22, 2010; (e) NUMMI and Toyota will file response briefs to MLC's motions to dismiss, if any, no later than January 14, 2010; (f) MLC will file a reply briefs no later than January 28, 2011; and (g) oral argument on MLC's motions to dismiss, if any, will be held on February 9, 2010, at 9:45 a.m. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Plan Outline Approved After Objections Addressed ---------------------------------------------------------------- Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York issued on December 8, 2010, a formal order approving, on a final basis, the Disclosure Statement for the Amended Joint Chapter 11 Plan of Reorganization filed by Motors Liquidation Company and its debtor affiliates. Judge Gerber found that the Disclosure Statement contains adequate information within the meaning of Section 1125 of the Bankruptcy Code. A full-text copy of the December 8 Disclosure Statement Order is available for free at http://bankrupt.com/misc/gm_Dec8DSOrder.pdf Contemporaneous with the entry of the final order approving the Disclosure Statement, the Debtors filed with the Court a modified Amended Disclosure Statement and Plan to reflect dates governing the Plan's confirmation and certain clarificatory language. The Amended Plan stated that although the Debtors do not anticipate that the proceeding to determine the aggregate amount of the Asbestos Personal Injury Claims will continue subsequent to the Effective Date, if it does, the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims, and if applicable, the Future Claimants' Representative will continue their status to the extent necessary to fulfill their functions. Likewise, the Asbestos Committee and FCR will each continue to have standing and a right to be heard with respect to any appeal to which it is a party, and which remains pending as of the Effective Date, with respect to the confirmation order and with respect to any order issued in connection with the determination of the Asbestos Trust Claim, the Amended Plan added. Full-text copies of the Amended Plan and Disclosure Statement, dated December 8, 2010, are available for free at: http://bankrupt.com/misc/gm_Dec8Plan.pdf http://bankrupt.com/misc/gmDec8DS.pdf Settlement Paved Way for Approval Motors Liquidation Company reached an agreement with the U.S. Department of the Treasury and creditors that will allow the company to approve a final Chapter 11 plan, according to Motors Liquidation's counsel, Tiffany Kary of Bloomberg News reported on December 2, 2010. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York held a hearing on the adequacy of the Disclosure Statement for the Debtors' Joint Chapter 11 Plan of Reorganization on December 2, 2010. At the December 2 hearing, Motors Liquidation's counsel, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, told Judge Gerber that the agreement will resolve all outstanding issues that were preventing approval of the Disclosure Statement explaining the company's Chapter 11 plan, Bloomberg related. He added that final wording of the agreement would be sent to the parties for review, the report noted. Judge Gerber conditionally approved the Disclosure Statement on October 21, 2010, pending certain amendments to be made to the Disclosure Statement. The hearing on the Disclosure Statement has been continued several times with December 2 as the latest date. The matter is going forward as a status conference only, notices with the Court disclosed. The Court will continue the Disclosure Statement Hearing on December 7 to resolve any remaining issues among the parties, Bloomberg said. Judge Gerber must sign the Disclosure Statement before the creditors can vote on the Plan. Patrick Fitzgerald of Dow Jones Daily Bankruptcy Review reported that the Plan describes how GM's unwanted assets that remained with the bankruptcy estate will be distributed to creditors. Among the assets still with Motors Liquidation is a 10% stake in the reorganized auto maker's equity, which is earmarked for unsecured creditors, mainly bondholders, the report noted. Those creditors will also receive warrants to buy additional shares, the report stated. In addition, creditors will receive any proceeds from sales of GM's former plants and property under the Plan, the report added. The Plan will also incorporate the settlement worth $773 million reached among the Debtors, the U.S. Government and certain state agencies, resolving GM's environmental liabilities to certain sites in October 2010. Approved Solicitation Procedures Judge Gerber formally approved the procedures with respect to solicitation, voting and tabulation of votes on the Debtors' Amended Joint Chapter 11 Plan of Reorganization. Judge Gerber fixed December 7, 2010, as the record date for purposes of determining who is entitled to (i) vote on the Plan; (ii) receive a Notice of Non-Voting Status; and (iii) receive the notice of the confirmation hearing. Judge Gerber approved the forms of ballot and master ballots as appropriate for each Class entitled to vote on the Amended Plan. Ballots need not be provided to the holders of (a) Claims in (i) Class 1 Secured Claims, (ii) Class 2 Priority Non-Tax Claims, and (iii) Class 4 Property Environmental Claims because they are unimpaired and, thus, conclusively presumed to accept the Plan, and (b) interests in Class 6 Equity Interests in Motors Liquidation Company because they will neither receive nor retain any property on account of those interests under the Plan and, thus, are deemed to reject the Plan. On or before December 28, 2010, the Debtors will mail or caused to be mailed these notice packages: (A) With respect to holders of Claims in Class 3 General Unsecured Claims and Claims in Class 5 Asbestos Personal Injury Claims: * a copy of the Disclosure Statement Order; * the Confirmation Hearing Notice; * the Disclosure Statement; * copies of any letters recommending acceptance of the Plan; and * an appropriate form of Ballot, Master Ballot, or Asbestos Master Ballot, and appropriate return envelope. (B) With respect to holders of Claims or Equity Interests that are unimpaired or impaired and not entitled to vote on the Plan: (i) the Confirmation Hearing Notice; and (ii) a Notice of Non-Voting Status -- Unimpaired Class or a Notice of Non-Voting Status -- Impaired Class, as applicable. On or before December 28, 2010, the Debtors will mail or cause to be mailed a copy of the Disclosure Statement Order, the Confirmation Hearing Notice, and the Disclosure Statement to: (a) counsel for the Official Committee of Unsecured Creditors, (b) counsel for the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims, (c) counsel for the Future Claimants' Representative, (d) the U.S. Trustee for Region 2, (e) the Securities and Exchange Commission, (f) the Internal Revenue Service, (g) the U.S. Department of Justice, (h) the U.S. Department of the Treasury, and (i) the Pension Benefit Guaranty Corporation. All Ballots, Master Ballots and Asbestos Master Ballots must be properly executed, completed and delivered to The Garden City Group, Inc., as the Debtors' voting agent, or Epiq Bankruptcy Solutions, LLC, the Debtors' debt instruments voting agent, so as to be received no later than February 11, 2011. The Confirmation Hearing will be held on March 3, 2011. Any objections to confirmation of the Plan must be received no later than February 11, 2011. Replies or an omnibus reply will be filed no later than February 22, 2011. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Toyota Sues for $74MM for Breach Under NUMMI Deal ----------------------------------------------------------------- Toyota Motor Corporation brought an adversary complaint against Motors Liquidation Company seeking damages arising from costs incurred when MLC abandoned their New United Motors Manufacturing, Inc. joint venture. TMC and MLC each hold a 50% stake in NUMMI. The parties memorialized their joint venture agreement in a Memorandum of Understanding executed on February 17, 1983. In February 1984, TMC and MLC implemented the 1983 MOU by entering into a Shareholders' Agreement, as amended, and various other organizational documents for the NUMMI joint venture. Both TMC and MLC made initial contributions to NUMMI: MLC contributed the Fremont Plant and TMC contributed $100 million in cash. In addition to its investment of cash, TMC also agreed to design vehicles for NUMMI to manufacture. Between 1984 and 1986, NUMMI exclusively manufactured TMC- designed cars that NUMMI sold to MLC, and that MLC in turn sold to customers as MLC badged Chevrolet Novas. Beginning in 1986, NUMMI also began manufacturing the Toyota Corolla FX for TMC. More recently, NUMMI manufactured the Pontiac Vibe for MLC. In the past 25 years, MLC has sold almost two million cars badged under its various brands that TMC designed and NUMMI manufactured. According to Matthew J. Riopelle, Esq., at Foley & Lardner LLP, in San Diego, California, NUMMI also became a training ground for MLC's managers and executives who studied the Toyota Production System in place at NUMMI. The knowledge, experience and business acumen that MLC gained from TMC through this joint venture is priceless and was spread to all of MLC's (and now New GM's) manufacturing facilities, Mr. Riopelle asserts. On June 4, 2009, MLC announced that it would stop purchasing Vibes from NUMMI. In August 2009, the last Pontiac Vibe was manufactured by NUMMI. MLC's decision to withdraw from the NUMMI joint venture was an economic decision that was not beyond its own control, Mr. Riopelle asserts. In July 2009, MLC sold substantially all of its assets to General Motors, LLC. MLC's 50% interest in NUMMI was not included in the sale to New GM. Instead, MLC retained its interest in NUMMI to evade its obligations to NUMMI and avoid transferring those liabilities to New GM, Mr. Riopelle alleges. Indeed, in honoring its obligations under the 2006 Memorandum of Understanding, and to support MLC's Pontiac Vibe purchases, TMC spent hundreds of millions of dollars on research and development to design the Pontiac Vibe for MLC, Mr. Riopelle discloses. MLC's decision to cease ordering the Vibe left TMC with more than $73 million of unrecoverable research and development expenditures that never would have been spent if MLC had not executed the 2006 Memorandum of Understanding, he stresses. MLC's failure to work with NUMMI and TMC to seek alternatives to the Pontiac Vibe and its ultimate decision to withdraw from NUMMI necessitated the wind down of NUMMI, Mr. Riopelle states. In electing to abandon NUMMI, MLC also abandoned NUMMI's 4,500 workers and a countless number of suppliers and regional businesses that depended on NUMMI, he says. TMC timely filed a proof of claim against MLC for the research and development costs rendered unrecoverable as a result of MLC's breach of the Vehicle Supply Agreement, and the 2006 MOU. TMC also filed proofs of claim for certain costs incurred by TMC related to the wind down of NUMMI as required under the Shareholders' Agreement. TMC asserts that MLC breached its obligation to purchase Pontiac Vibes under the VSA by cancelling the purchase of Pontiac Vibes. The Debtors rejected the VSA and 2006 MOU. Mr. Riopelle asserts that not only did the rejection of the 2006 MOU constitute a breach of the 2006 MOU, MLC also breached Sections 1(3) and 1(4) of that agreement. Section 1(3) of the 2006 MOU obligated MLC to purchase at least 65,000 Vibes per year from NUMMI, he says. Section 1(4) of the 2006 MOU stated MLC's intent to have 72,000 units of Vibe allocated to [MLC], he points out. MLC also breached Section 1(2) of the 2006 MOU, which required MLC to use its best efforts "to maximize the production volume during the model life in consideration of maintaining the stability of operations at NUMMI," Mr. Riopelle further asserts. He argues that by misleading TMC and NUMMI about Vibe production commitments before unilaterally changing course, MLC breached its duty of good faith and fair dealing, creating a separate cause of action against MLC. Mr. Riopelle further argues that MLC is liable for environmental clean-up costs required at the Fremont Plant as a result of MLC's dumping and disposal of hazardous substances at Fremont Plant, he insists. MLC is also liable for NUMMI's workers' compensation liabilities if NUMMI is unable to cover its workers' compensation costs, he insists. MLC has informed TMC and NUMMI that it will not pay for the environmental remediation at NUMMI and the workers' compensation liabilities, he points out. In this light, actual controversy between the parties as to MLC's obligations to pay for environmental remediation at NUMMI and NUMMI's unpaid workers' compensation liabilities exist, he maintains. Accordingly, TMC asks the Court to enter judgment in its favor against MLC for damages: (1) amounting to $73,798,976 for costs and expenses incurred by TMC as a result of MLC's breach of the VSA, all costs and expenses incurred by TMC as a result of MLC's breach of the 2006 MOU, all costs and expenses incurred by TMC as a result of MLC's breach of the implied duty of good faith and fair dealing under the VSA and 2006 MOU, and costs and expenses incurred by TMC pursuant to the doctrine of promissory estoppel; (2) suffered by TMC as a result of MLC's statutory environmental liability; and (3) suffered by TMC as a result of MLC's share of the statutory workers' compensation liability. TMC also asks the Court to declare that MLC is obligated to pay for NUMMI's unfunded workers' compensation liability and declare that, as the prior owner, operator and contaminator of the Fremont Plant, MLC is obligated to pay for the environmental remediation at the Fremont Plant. As set forth in the stipulation relating to the Debtors' Objection to NUMMI's Claim, MLC will file a motion to dismiss or otherwise respond to the complaint no later than December 22, 2010. TMC will file response briefs to MLC's motions to dismiss no later than January 14. MLC will file a reply briefs no later than January 28. Oral argument on MLC's motions to dismiss, if any, will be held on February 9. * * * As reported in the April 14, 2010 edition of the Troubled Company Reporter, General Motors Corp. filed an objection to Claim No. 67357, filed by New United Motor Manufacturing, Inc., an automobile manufacturer and privately held California corporation, to recover $500 million, essentially alleging that Motors Liquidation Company, formerly General Motors Corp., must assume liability for the dissolution of NUMMI's operations. Founded as a joint venture by Toyota Motor Corporation and MLC in December 1983, NUMMI has operated as an independent California corporation engaged in the production of automobiles and component parts for nearly 30 years. Toyota filed two related claims in Old GM's Chapter 11 case -- Claim Nos. 66243 and 70375. NUMMI's filing of its Claim No. 67357 is a "blatant attempt to avoid its own liabilities, especially where . . . NUMMI remains in possession of substantial assets," GM said in the objection. In November 2010, Motors Liquidation Company, New United Motor Manufacturing, Inc., and Toyota Motor Corporation jointly sought and obtained Court approval of a stipulation and proposed scheduling order regarding the Parties' issues with the three Claims. The Court held a hearing regarding the NUMMI Claim and related briefing on November 9, 2010, in which the Court proposed, and the Parties agreed, to treat the claims raised in the Claims as a plenary litigation subject to Rule 9014 of the Federal Rules of Bankruptcy Procedure and Rules 8 and 12 of the Federal Rules of Civil Procedure. The Court also proposed, and the Parties agreed, to coordinate the litigation of the Claims. Accordingly, the Parties agree that: (a) NUMMI and Toyota will each file a complaint as a substitute for and consistent with the Claims previously filed on November 24, 2010, which will initiate separate adversary proceedings against MLC; (b) the claims set forth in NUMMI's Complaint will be in a fixed and liquidated amount no greater than the Claim previously filed by NUMMI, subject to NUMMI's reservation of rights set forth in the Claim to amend and modify its claims and MLC's right to object to any amendment or modification; (c) the Parties will coordinate the Adversary Proceedings; (d) MLC will ask to dismiss or otherwise respond to the Complaints no later than December 22, 2010; (e) NUMMI and Toyota will file response briefs to MLC's motions to dismiss, if any, no later than January 14, 2010; (f) MLC will file a reply briefs no later than January 28, 2011; and (g) oral argument on MLC's motions to dismiss, if any, will be held on February 9, 2010 at 9:45 a.m. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GOBIND MADAN: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Gobind L. Madan 2776 Club Valley Court Jonesboro, GA 30236 Bankruptcy Case No.: 10-97018 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Joel M. Haber, Esq. LAW OFFICE OF JOEL M. HABER 2365 Wall Street, Suite 120 Conyers, GA 30013 Tel: (770) 922-9080 E-mail: jmhaber@bellsouth.net Scheduled Assets: $500,000 Scheduled Debts: $1,758,854 A list of the Debtor's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-97018.pdf HARRISBURG, PA: Officials Fail to Budget 2011 Debt Payments ----------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that officials in Harrisburg, Pennsylvania, mistakenly failed to fully budget its general obligation debt for 2011 and currently doesn't have enough to make the next payments due in March. As reported by the Troubled Company Reporter on December 1, 2010, Romy Varghese, writing for Dow Jones Newswires, said Dauphin County, Pa., and Assured Guaranty Municipal, a unit of bond insurance firm Assured Guaranty Ltd., would cover more than $6 million in debt payments due December 1 on the city's incinerator project. According to Dow Jones, Dauphin County spokeswoman Amy Richards said the county will cover about $5 million. Dauphin County guarantees payments after Harrisburg on the bulk of the incinerator debt. According to Dow Jones, Assured spokeswoman Ashweeta Durani said the firm's unit would pay $1.45 million to holders of a different series of bonds, which has no county guarantee and which the insurance unit guarantees after the city. Dow Jones reported that the Harrisburg Authority, the municipal entity that owns the waste-to-energy facility, had said it was unable to make the payments to bondholders. Harrisburg, which guarantees the entire $288 million debt related to the facility if the authority fails to meet its obligations, hadn't budgeted for any of the payments this year and was scrambling to pay its workers until recently. Dauphin County and Assured Guaranty are suing Harrisburg over missed payment obligations. Dow Jones related that Dauphin County took steps earlier in November to make sure a $35 million debt payment due December 15 will be paid after city officials said it couldn't make that payment. Ms. Richards said Dauphin County plans to include incinerator debt payments in its 2011 budget, and officials are working on an exact figure. The incinerator's debt payments total around $57 million next year, according to a draft budget by the Harrisburg Authority. About Harrisburg, PA The city of Harrisburg is coping with debt related to a failed revamp of an incinerator. The outstanding principal on the Incinerator debt is $288 million. Total principal and interest on this debt would amount to approximately $458 million. Debt service payments on the total incinerator debt are $20 million per year. Of this total, Dauphin County, Pennsylvania, is responsible for roughly $10 million and Harrisburg is responsible for the other $10 million. The city is guarantor on 100% of the $288 million Incinerator debt. The City Council of Harrisburg, Pennsylvania, voted 5-2 on September 28 to seek professional advice on bankruptcy or state oversight. Harrisburg needed state aid to avoid default on $3.3 million of bond payments this month. The city has missed about $8 million in debt-service payments this year on bonds issued in connection with a trash-to-energy incinerator. The city owes another $40 million by the end of the year, and was sued by its home county Dauphin County; bond insurer Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.; and bond trustees TD Bank and M&T Bank Corp. over $19 million in skipped bond payments. In November 2010, the city council tapped Cravath, Swaine and Moore LLP as debt restructuring advisors. Cravath is working on "pro bono" basis. HFG 231: Dispute With EF-43 Resolved; Ch. 11 Case Dismissed ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York dismissed the Chapter 11 case of HFG 231, LLC. The Debtor paid all outstanding fees due to the Office of the U.S. Trustee. The Debtor also resolved the dispute with EF-43, LLC, in an October 29, 2010, stipulation. The stipulation provided that: -- the Debtor will terminate its contract with EF-43 for the purchase of the real property at 231 East 43rd Street, New York City; -- the Debtor will not wire the $2.75 million supplemental deposit to Madison Tile Agency, LLC, and Madison Title will return Debtor's deposit in the amount of $500,000; and -- the Debtor and EF-43 agreed to release each other from all claims arising under or relating to the contract, except for obligations that expressly survive termination of the contract. About HFG 231, LLC Woodmere, New York-based HFG 231, LLC, filed for Chapter 11 bankruptcy protection on September 14, 2010 (Bankr. E.D.N.Y. Case No. 10-77208). Joseph S. Maniscalco, Esq., at Lamonica Herbst Maniscalco, serves as counsel to the Debtor. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million as of the petition date. INNKEEPERS USA: Dec. 16 Hearing on LNR Suit to Replace Midland -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to rule on a lawsuit filed by LNR Partners LLC claiming that it has the right replace Midland Loan Services Inc. as the servicer for $825 million in mortgage debt on 45 of Innkeepers USA Trust' properties. LNR Partners filed the complaint in state court but Midland removed the lawsuit to federal court on Nov. 10. Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted last month that Midland Loan has been the chief antagonist in the Chapter 11 case of Innkeepers, filing a number of objections to the motions filed by the Debtors with the bankruptcy court. Among other things, following objections by Midland and other parties, the bankruptcy judge in August refused to allow Innkeepers to lock in an agreement where the new equity would have been split between Apollo Investment Corp., the current owner, and Lehman Ali Inc., a subsidiary of Lehman Brothers Holdings Inc. Mr. Rochelle, however, notes that court filings don't say whether having LNR as servicer would result in a different strategy in the Innkeepers case. In the lawsuit, plaintiffs LNR Partners, LLC and LNR Securities Holdings, LLC, assert claims against CRES Investment No II, LP, all predicated upon CRES's refusal to honor its obligation under a "Servicer Designation Agreement" to select and retain LNR as special servicer. LNR seeks specific performance/injunctive relief, a declaration of the parties' rights under the contract and breach of contract damages. CRES, however, has argued that its failure to name LNR as special servicer for the Innkeepers Loan does not constitute a breach of contract as a matter of law. LNR contends otherwise, pointing out that the Servicer Designation Agreement provides that CRES agreed that it would select and retain LNR as special servicer for loans in a certain C7 trust. It notes that under the Agreement, so long as CRES owns certificates of the controlling class, it will vote the certificates in such manner as is necessary to select and retain LNR as special servicer. A hearing to consider LNR's application for a temporary restraining order and preliminary injunction and the motion of CRES for dismissal of the complaint is scheduled for December 16. LNR is represented by: Lauren K. Podesta, Esq. Scott T. Tross, Esq. HERRICK, FEINSTEIN LLP One Gateway Center Newark, NJ 07102 Tel: (973) 274-2000 Fax: (973) 274-2500 E-mail: lpodesta@herrick.com stross@herrick.com CRES is represented by: Adam J. Goldberg, Esq. Christopher Harris, Esq. John Charles Molluzzo, Esq. Terrence Joseph Connolly, Esq. LATHAM & WATKINS, LLP 885 Third Avenue New York, NY 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 E-mail: adam.goldberg@lw.com Christopher.harris@lw.com - and - Daniel A. Fliman, Esq. David M. Friedman, Esq. KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Fax: (212) 506-1800 E-mail: dfliman@kasowitz.com DFriedman@kasowitz.com About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and a number of affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition estimated assets and debts of more than $1 billion as of the bankruptcy filing. In 2009, Innkeepers' consolidated revenues were approximately $292 million and adjusted EBITDA were approximately $85 million. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. INVISTA BV: Moody's Reviews 'Ba2' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service placed INVISTA B.V.'s Ba2 Corporate Family Rating and other INVISTA ratings under review for possible upgrade. The review for upgrade reflects the presence of materially improved credit metrics, and the expectation of further debt reduction, driven by improved operating cash flows and the benefit of cash infusions from IBV's parent. These cash flows resulted in material debt reduction over the last two years. IBV announced that its subsidiaries had notified the holders of the remaining $150 million of 9¬% senior notes due 2012 of its intent to redeem the balance of the notes outstanding on January 6, 2011, at a price equal to 101.542%. Including the above announcement, since the end of 2007 IBV balance sheet debt has been reduced by over 90% to $228 million from $2,481 million - - a reduction of $2.25 billion. "The review for possible upgrade reflects Moody's assumption that announced debt reduction reflects a permanent shift in the capital structure that is likely to result in credit metrics that support a higher rating," said Moody's analyst Bill Reed. The Ba2 CFR reflects Moody's belief that the successful integration and cost saving initiatives completed by management, post the economic downturn beginning in late 2008, has resulted in a sustained improvement in retained cash flow. This improvement in cash flow when combined with debt reduction has resulted in credit metrics that will likely support higher ratings assuming the cash flow improvements are sustainable. In addition, Moody's believes that IBV's business profile, combined with its size and relative stability supports a higher rating. Moody's review will focus on IBV's owner's financial strategy. Specifically Moody's review will seek to assess if IBV's owners have significantly and permanently altered their view of the appropriate financial risk profile of IBV with an aim of producing sustainable financial metrics that would support a goal of achieving an investment grade rating in the Baa category. Issuer: INVISTA B.V. On Review for Possible Upgrade: -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently Ba2 -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently Ba2 Outlook Actions: -- Outlooks, Changed To Rating Under Review From Positive Issuer: INVISTA S.A.R.L. On Review for Possible Upgrade: -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently Ba3 Outlook Actions INVISTA B.V. & INVISTA S.A.R.L. -- Outlooks, Changed To Rating Under Review From Positive Moody's most recent announcement concerning the ratings for was on June 25, 2010 when the outlook for INVISTA's ratings was moved to positive from stable. INVISTA B.V. is headquartered in the United States and is one of the world's leading producers of chemical intermediates, polymers and fibers for use in the manufacture of nylon, spandex, and polyester products. The company is an independently managed wholly owned indirect subsidiary of Wichita, Kansas based Koch Industries, Inc. Net sales were $6.8 billion in for the last 12 months ending September 30, 2010, as compared to $5.3 billion for calendar 2009. ISE CORP: Wants March 8 Extension of Plan Proposal Period --------------------------------------------------------- ISE Corporation asks the U.S. Bankruptcy Court for the Southern District of California to extend through March 8, 2011, its exclusive right to file a plan of reorganization. The Debtor also asks the Court to extend through May 7, 2011, the period within which the Debtor has the exclusive right to solicit acceptances to the Plan. The Debtor needs additional time to consummate the sale of its assets, at which time the Debtor will be able to determine the optimal means of distribution to creditors and prepare the appropriate pleadings to effect the distribution. ISE Corporation, a California corporation, fka ISE Research Corporation, is the operating subsidiary of Ise Limited. ISE Corp -- http://www.isecorp.com/-- makes drive train systems for hybrid gasoline/electric buses. Established in 1995, ISE is headquartered in San Diego, California. It filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10- 14198). Marc J. Winthrop, Esq., at Winthrop Couchot Professional Corp, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and its debts at $10 million to $50 million as of the Petition Date. JAMESTOWN LLC: Chapter 11 Reorganization Case Dismissed ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri dismissed the Chapter 11 case of Jamestown, LLC. As reported in the Troubled Company Reporter on September 7, 2010, the U.S. Trustee for Region 13 asked the Court to dismiss, or convert the case to one under Chapter 7 of the Bankruptcy Code, explaining that the Debtor failed to provide proof of insurance and failed to file the applications and amendments as requested. At the creditors' meeting, the Debtor's representative testified that Debtor did not have liability insurance on the real property. Springfield, Missouri-based Jamestown, LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. W.D. Mo. Case No. 10-61187). M. Brent Hendrix, Esq., who has an office in Springfield, Missouri, assisted the Company in its restructuring effort. The Company disclosed $15,700,000 in assets and $8,471,000 in debts as of the Chapter 11 filing. JEVIC TRANS: R.I. Court Rules on 2001 Road Mishap Suit ------------------------------------------------------ Naysha Berrios, Individually and as Aministratrix of the Estate of Cassandra Berrios, v. Jevic Transportation, Inc.; Craig G. Benfield; First Student, Inc.; Ilba Berrios, Alias; Saia, Inc.; and Saia Motor Freight Line, L.L.C., Alias, C.A. No. PC 04-2390 (R.I. Super. Ct.), seeks damages for her own injuries, as well as damages for the wrongful death of her minor daughter, Cassandra, from First Student, Inc., and Jevic Transportation Inc. The action arose from a 2001 automobile accident. Defendant Ilba Berrios was the driver of First Student school bus and a First Student employee. On the bus were Naysha Berrios, and her infant daughter Cassandra Berrios. Naysha Berrios was the bus monitor and a First Student employee. According to police reports and deposition testimony, the infant Cassandra was improperly secured in a children's car seat that was fastened with a lap seatbelt. The school bus struck a stationary Jevic truck which was operated by Craig Benfield. Craig Benfield's wife, Tina Benfield, was also an occupant in the cab of the Jevic truck at the time of the accident. In the action, the Plaintiff has filed a Motion in Limine to bar Defendants First Student and Jevic from introducing any testimony or evidence that Naysha Berrios was comparatively negligent and that her award should be correspondingly reduced, because she allegedly did not properly secure her daughter Cassandra in a child safety seat. The Plaintiff also has sought to amend her complaint to join United States Fidelity and Guaranty Company and Travelers Group as party defendants. Jevic objected. First Student has filed a motion to compel discovery responses from Jevic. Superior Court Presiding Justice Alice B. Gibney granted the Plaintiff's Motion in Limine and the Plaintiff's Motion to Compel Discovery Responses, but denied the Plaintiff's Motion for Leave to File a Third Amended Complaint. The Court denied First Student's Motion for Protective Order, and granted in part and denies in part First Student's Motion to Compel Discovery Responses from Jevic. A copy of the Superior Court's December 6, 2010 decision is available at http://is.gd/isXSefrom Leagle.com. About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties -- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. KAMAYAN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Kamayan Holdings, LLC 2105 Sidney Baker Kerrville, TX 78028 Bankruptcy Case No.: 10-54702 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC 745 E. Mulberry Avenue, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: wrdavis@langleybanack.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/txwb10-54702.pdf The petition was signed by Jerry Reed, president. L A C INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: L A C Investments, LLC 3520 W. Buckingham Rd. Garland, TX 75042 Bankruptcy Case No.: 10-38541 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser 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 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Liang An Chang, managing member. LA JOLLA: Pfenex CEO Named to Board of Directors ------------------------------------------------ La Jolla Pharmaceutical Company announced that Dr. Bertrand C. Liang has been appointed to the Company's Board of Directors. Dr. Liang is Chief Executive Officer of Pfenex Inc., a biotech company focused on the production of innovator proteins, reagent proteins, and biosimilars, and Capital Member of Forward Ventures/Medical Science Partners. He has worked in the development and financing of biopharmaceuticals for the last 20 years, including at Amgen, Biogen Idec, the National Institutes of Health, Paramount Biosciences and Tracon Pharmaceuticals. Dr. Liang serves on the Board of Directors of Tracon Pharmaceuticals and Pico Pharmaceuticals, Ltd. Dr. Liang attended Northwestern Medical School and the University of Bolton, with business school at the Regis School of Professional Studies and the Sloan School of Management, emphasizing Strategy and Innovation. Dr. Liang's clinical training was completed at Brown University and the University of Michigan, with post-doctoral studies at the National Center for Human Genome Sciences and the National Cancer Institute. "Dr. Liang's breadth of medical expertise, extensive experience in technology evaluation and small company building and his proven development skills will all be of tremendous value to La Jolla as we seek to establish a pipeline and rebuild the Company", said Deirdre Y. Gillespie, M.D., President and Chief Executive Officer of La Jolla Pharmaceutical Company. "We are very excited indeed that he is joining our Board of Directors." About La Jolla Pharmaceutical San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. The Company's balance sheet at Sept. 30, 2010, showed $7.43 million in total assets, $8.15 million in total liabilities, all current, and $92,000 in convertible preferred stock, and a stockholders' deficit of $806,000. Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred recurring operating losses, an accumulated deficit of $424.3 million as of December 31, 2009, and has no current source of revenues or financing. LACK'S STORES: TAps DJM Realty to Dispose of All Store Facilities ----------------------------------------------------------------- Lack Properties, Inc. and Lack's Stores, Incorporated hired DJM Realty, a Gordon Brothers Group Company, to exclusively manage the disposition of all leased and owned retail and warehouse facilities located throughout Texas. Lack's Stores, Incorporated specializes in quality home furnishings including furniture, bedding, major appliances and home electronics through retail outlets throughout Texas. Lack's Stores, Incorporated is the lessor of 35 retail locations, and Lack Properties, Inc., a wholly-owned subsidiary of Lack's Stores, Incorporated, is the owner of the real property and improvements associated with approximately fourteen store and warehouse locations that are leased to Lack's Stores, Incorporated. DJM Realty will be marketing 35 retail locations which range from 16,000 ? 70,000 SF in the following cities: Abilene, Alice, Austin, Bay City, Beeville, Clute, College Station, Corpus Christi, Del Rio, El Campo, Killeen, Leon Valley, Longview, Lubbock, Lufkin, Midland, New Braunfels, Odessa, Port Lavaca, Portland, San Angelo, San Antonio, Temple, Tyler, Uvalde, Victoria and Waco. In addition, 4 warehouse facilities are available including a 380,000 SF state of the art distribution center in Schertz, TX. "We are excited to have the professionals at DJM helping us in the sale or leasing of the retail and warehouse facilities available. We operate in large, medium-size and small markets, usually dominating the areas. Our locations are strategically located and our stores are up-to-date, providing a strong platform for almost any type of retail," said Melvin Lack, President and CEO of the chain. "Lack's Stores, Incorporated's real estate has already begun to create good interest among national and regional retailers, investors and non-retail users. Several buildings are free standing which offer opportunities for multiple uses," said Andy Graiser, Co- President of DJM Realty. Lack's Stores, Incorporated, which recently filed for Chapter 11, is currently liquidating its inventory through their stores until closing sales are complete. The retention of DJM is subject to the approval of the United States Bankruptcy Court overseeing the Lack's Stores, Incorporated Chapter 11 proceeding in Victoria, Texas. Such approval will be sought from the Bankruptcy Court in December. About Lack's Stores Inc. Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently-owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No. 10-60149). The Debtor estimated its assets and debts at $100 million to $500 million. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. LANDAMERICA FINANCIAL: Can Keep 'Privileged' Docs. From CDC ----------------------------------------------------------- Bankruptcy Law360 reports that a bankruptcy court has stopped short CDC Glendale LP's quest for allegedly privileged documents in a suit against LandAmerica Financial Group, ruling that the documents could compromise a LandAmerica trustee's proceedings against an insurer. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG reported total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009. The Bankruptcy Court confirmed that plan on Nov. 23, 2009, and the plan took effect on Dec. 7, 2009. LAXMIKRUPA HOSPITALITY: Case Summary & 6 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Laxmikrupa Hospitality, Inc. dba La Quinta Inn & Suites 415 FM 1960 Road East Houston, TX 77073 Bankruptcy Case No.: 10-40961 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Karen R. Emmott, Esq. 4615 Southwest Freeway, Suite 500 Houston, TX 77027 Tel: (713) 739-0008 Fax: (713) 481-6262 E-mail: karen.emmott@sbcglobal.net Scheduled Assets: $5,242,010 Scheduled Debts: $4,105,824 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-40961.pdf The petition was signed by Mahesh R. Bhakta, president. LEE JUNDANIAN: Deadline to File Dispositive Motions Extended ------------------------------------------------------------ Judge Thomas J. Catliota signed a stipulation and consent order extending the deadline to file dispositive motions in the case Lee Jundanian, v. Bethany Finance, LLC Adv. Proc. No. 10-00348 (Bankr. D. Md.). The new deadline is January 31, 2011. The Debtor sued Bethany Finance to avoid distribution payments, plus any liens created by certain charging orders, conveyed by the Debtor to Bethany within 90 days of the Petition Date. Bethany Finance is represented by: Richard M. Goldberg, Esq. Eric R. Harlan, Esq. John J. Lovejoy, Esq. SHAPIRO SHER GUINOT & SANDLER 36 South Charles Street, Suite 2000 Baltimore, MD 21201-3147 Telephone: 410-385-4274 Facsimile: 410-539-7611 E-mail: rmg@shapirosher.com erh@shapirosher.com jjlovejoy@shapirosher.com Chevy Chase, Maryland-based Lee Joseph Jundanian filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-21513) on May 21, 2010. Brent Strickland, Esq., Kristen Perry, Esq., and Justin Fasano, Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland, serve as bankruptcy counsel to Mr. Jundanian. In his petition, the Debtor estimated $1 million to $10 million in assets, and $10 million to $50 million in debts. LEHMAN BROTHERS: 2nd Circuit Bars SunCal From Pursuing Lawsuit -------------------------------------------------------------- The U.S. Court of Appeals for the Second Circuit affirmed a September 10, 2010 judgment of the District Court for the Southern District of New York (Holwell, J.), affirming two bankruptcy court orders (1) approving the unwinding of a transaction between certain Lehman entities and third-party entities; and (2) denying SunCal Communities LLC relief from the automatic stay arising from the bankruptcy filing of Lehman Commercial Paper, Inc. Circuit Judges Robert D. Sack, Robert A. Katzmann and Gerard E. Lynch affirmed the U.S. Bankruptcy Court in Manhattan's previous rulings, saying the butting of heads is an "inevitable result" of bankruptcy proceedings occurring in two different courts. Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, says the ruling casts doubt upon SunCal's legal strategy in the bankruptcies of several of its stalled California projects. Its bankruptcy plan for the developments was centered on the lawsuit the appeals court prevented it from pursuing. SunCal is attempting to sue Lehman in California to push Lehman's claims against SunCal's properties in bankruptcy behind those of its unsecured creditors. SunCal has filed a bankruptcy-exit plan in the California Chapter 11 case, funded in part by the sale of some of its projects to investment firm D.E. Shaw & Co., which would pay almost all creditors in full, except for Lehman. Judge James Peck, which oversees Lehman's own bankruptcy case, rejected SunCal's request to lift the bank's "automatic stay" protections to allow the developer to proceed with the lawsuit. According to DBR, SunCal General Counsel Bruce Cook said Wednesday that the developer will now turn its attention to a pending appeal of the bankruptcy appellate panel's decision. DBR notes SunCal went to Judge Peck in Manhattan after the bankruptcy appellate panel for the Ninth U.S. Circuit Court of Appeals in California ruled that SunCal must ask Judge Peck to lift the automatic stay before it could proceed with its lawsuit. "The Second Circuit's decision was to defer to the Ninth Circuit," Mr. Cook said. "While we would have preferred a decision ruling that the Lehman stay did not apply to the California cases, this result is much preferable to a decision that the stay did apply." The Second Circuit said the Ninth Circuit is the appropriate venue for that decision. "We hold that the [New York] bankruptcy court acted within its discretion in deferring to the Ninth Circuit on whether the stay applies," the ruling stated. SunCal also sought to prevent Lehman from buying back seven loans totaling $1.5 billion from affiliate Fenway Capital LLC. SunCal had sought to prevent that transaction because the purchase puts those assets further from its grasp. DBR notes the loans are tied to the properties at the center of the dispute between Lehman and SunCal. According to DBR, SunCal previously balked at the repurchase of those loans, saying that Lehman may have an "undisclosed objective" for the deal -- to shield those assets behind the automatic stay provision. Judge Peck, however, allowed the transaction to proceed in June. DBR notes the parties' dispute stems from SunCal's allegations that Lehman reneged on a promise to fund its real-estate projects in an effort to squeeze the land developer and to take over the projects for itself. Lehman, which denies it acted improperly, pumped more than $2.3 billion into various projects of SunCal during the height of last decade's California real-estate boom. The investment bank says SunCal failed to maintain the projects, which prompted it to foreclose on some of the properties. A copy of the Second Circuit's December 8 Amended Summary Order is available at http://is.gd/itif2from Leagle.com. About SunCal Companies SunCal Companies -- http://www.suncal.com/-- has more than 250,000 residential lots and 10 million square feet of commercial space in various stages of development throughout California, Arizona, Nevada and New Mexico. Some of SunCal's communities include Amerige Heights in Fullerton, Lincoln Crossing near Sacramento and Terra Lago and Fairway Canyon near Palm Springs. SunCal Companies recently added an active-adult, commercial, homebuilding, multifamily and urban divisions; and expanded to Florida, Texas and Washington, D.C. Irvine, California-based Palmdale Hills Property, LLC, develops real estate property. It filed for Chapter 11 protection on Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206). Affiliates who also filed separate Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD Development Corp. Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents Palmdale Hills in its restructuring effort. The Company estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Zurich, 2 Others to Pay D&Os' Legal Fees --------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors won court order authorizing Zurich American Insurance Company and two other insurance firms to pay the legal fees of their former officers and employees. The insurance policies of Zurich American, ACE Bermuda Insurance Ltd. and St. Paul Mercury Insurance Co. cover the defense costs of former executives and employees of LBHI who are facing a number of lawsuits that stemmed from the company's bankruptcy filing. Collectively, the three insurers provide $55 million in coverage in excess of $70 million for the period May 16, 2007 to May 16, 2008. Richard Krasnow, Esq. at Weil Gotshal & Manges LLP, in New York, says the proposed payment would ensure that the Lehman personnel involved in the lawsuits have continued access to funding for their defense costs in case the funds provided by LBHI's three other insurers is exhausted. LBHI anticipates that the $35 million being provided by Continental Casualty Company, U.S. Specialty Insurance Company and Lloyd's London and London Market Company will be exhausted by the end of November 2010. Continental Casualty's and Lloyd's insurance policies provide $10 million each while that of U.S. Specialty provides up to $15 million. LBHI also sought a court ruling approving the payment by XL Specialty Insurance Company and Federal Insurance Company of legal bills and costs that have been accruing since May 12, 2009. The firms provide $35 million in coverage for the period May 16, 2008 to May 16, 2011. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Stipulation on State Street Bank Action Approved ----------------------------------------------------------------- Lehman Brothers Holdings Inc. and State Street Bank and Trust Company won approval of a stipulation allowing the bank to exercise its rights on a real estate securing the company's $15.6 million loan. LBHI provided the loan to L.H. 1440 LLC to fund the acquisition and development of the real estate in Bronx, New York. It was one of those loans purchased by State Street as part of a 2007 repurchase transaction with Lehman Commercial paper Inc. Under the deal, any funds recovered by State Street on account of the real estate in excess of the amounts owed on the $15.6 loan will be remitted to LBHI unless applicable law creates a lien on the real estate senior to that of LBHI's interest. The deal is formalized in a six-page stipulation, a copy of which is available without charge at: http://bankrupt.com/misc/LBHI_StipStateStreet.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LITTLE TOKYO: Gets Court OK to Hire Troutman as Litigation Counsel ------------------------------------------------------------------ Little Tokyo Partners, L.P., sought and obtained authorization from the U.S. Bankruptcy Court for the Central District of California to employ Troutman Sanders LLP as litigation counsel. Troutman Sanders will: a. represent the Debtor and other defendants in the First- Citizens Bank & Trust Company adversary proceeding, some of whom are principals of the Debtor, in connection with all aspects of the Adversary Proceeding, including but not limited to factual investigation, case management, law and motion practice, discovery, settlement negotiations, trial preparation and trial representation; and b. communicate on Debtor's behalf with opposing counsel, potential witnesses, Debtor's bankruptcy counsel and the Court. Troutman Sanders will be paid based on the rates of its professionals: Martin Taylor $562.50 Dan Chambers $445.50 Meghan Sherrill $297.00 Attorneys $297.00-$562.50 Paralegals $229.50 Law Clerks $135.00 Martin Taylor, Esq., a senior partner at Troutman Sanders, assures the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Little Tokyo Partners, L.P. -- fka New Otani Hotel; aka Kyoto Grand Hotel & Gardens; aka Little Tokyo Partners - Weller Court; aka Weller Court; aka Littlte Tokyo Partners - Kyoto Grand Hotel & Gardens -- a Delaware limited partnership, is a startup company that owns the Hotel and Weller Court in the "Little Tokyo"3 area of Downtown Los Angeles. Built in 1977, the Hotel is the centerpiece building and the only large, full-service hotel in Little Tokyo. The 21-story hotel was purchased by the Debtor in 2007 and features 434 guest rooms, meeting rooms and a hotel restaurant. The Company filed for Chapter 11 bankruptcy protection on July 15, 2010 (Bankr. C.D. Calif. Case No. 10-39113). Neeta Menon, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. LUIS VAZQUEZ: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Luis Vazquez Mariana Burgos 7513 Midnight Rambler Las Vegas, NV 89149 Bankruptcy Case No.: 10-32681 Chapter 11 Petition Date: December 5, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Debtor's Counsel: C Andrew Wariner, Esq. 823 Las Vegas Blvd So, Suite 500 Las Vegas, NV 89101 Tel: (702) 953-0404 Fax: (702) 989-5388 E-mail: awariner@lvbklaw.com Scheduled Assets: $305,525 Scheduled Debts: $1,098,551 A list of the Joint Debtors' 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-32681.pdf LUZ ROMAN: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Luz Delia Cuevas Roman aka Miriam Cuevas Roman P.O. Box 1908 San Sebastian, PR 00685 Bankruptcy Case No.: 10-11431 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos Diaz, Esq. VICTOR GRATACOS-DIAZ LEGAS OFFICE P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: vgratacd@coqui.net Scheduled Assets: $837,233 Scheduled Debts: $1,540,900 A list of the Debtor's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-11431.pdf MAGIC BRANDS: Creditors Oppose Luby's Revision of Sale Terms ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the official committee of unsecured creditors for The Magic Brands LLC contends that Luby's Inc., the buyer of the Fuddruckers restaurant business, has no right to terminate nine franchise agreements it assumed upon completing the court-approved acquisition. As reported in the November 4, 2010 edition of the Troubled Company Reporter, Luby's Inc. asked the bankruptcy court to modify the sale-approval order to eliminate the requirement to purchase the nine franchise agreements with Daltex Restaurant Management Inc. Luby's accused Magic Brands of misrepresenting the terms of nine franchise agreements before it was authorized in June to buy the Fuddruckers stores and franchise business for $63.5 million. Luby's said, among other things, the data room didn't show how nine franchise agreements had been modified less than a year before bankruptcy to be "far more onerous" to the franchisor. According to Mr. Rochelle, the Creditors Committee points to a provision in the acquisition agreement saying that all representations terminated on closing. The Committee claims that Luby's examined documents which put it on notice that the nine franchise agreement were changed. The Committee also points out that Luby's performed its own due diligence. Mr. Rochelle relates that the franchise operator that Luby's doesn't want says the buyer's efforts are "a legally groundless exercise in sour grapes and unjustified buyer's remorse." A hearing on the dispute is on the bankruptcy court calendar for Dec. 13. About Magic Brands Headquartered in Austin, Texas, Magic Brands, LLC -- http://www.fuddruckers.com/-- operated 62 Fuddruckers locations in 11 states and 3 Koo Koo Roo restaurants in California. Magic Brands and its operating units filed for Chapter 11 protection on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310). It estimated assets of up to $10 million and debts at $10 million to $50 million in its Chapter 11 petition. Affiliate Fuddruckers, Inc., also filed, estimating assets and debts at $50 million to $100 million. FocalPoint Securities, LLC, serves as investment banker to Magic Brands, and Goulston & Storrs serves as lead bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the claims and notice agent. In July 2010, Magic Brands closed the sale of the Fuddruckers stores and franchise business to restaurant operator Luby's Inc. for $63.5 million. The Debtor changed its name to Deel, LLC following the completion of the sale. MARION MCBRYDE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Marion L. McBryde Amona L. McBryde aka Mona L. McBryde P.O. Box 128 Round Mountain, TX 78663 Bankruptcy Case No.: 10-13394 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: H. Christopher Mott Debtors' Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bnpclaw.com Scheduled Assets: $2,167,950 Scheduled Debts: $2,083,634 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-13394.pdf Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- McBryde Family Partnership, Ltd. 10-13393 12/06/10 MCBRYDE FAMILY: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: McBryde Family Partnership, Ltd. P.O. Box 128 Round Mountain, TX 78663 Bankruptcy Case No.: 10-13393 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bnpclaw.com Scheduled Assets: $3,104,899 Scheduled Debts: $1,346,242 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-13393.pdf The petition was signed by Marion L. McBryde, general partner. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Marion and Amona McBryde 10-13394 12/06/10 MIRAMAX FILM: Debt Structure Change Cues Moody's 'Ba2' Rating ------------------------------------------------------------- Moody's Investors Service changed Miramax Film NY, LLC's bank loan ratings based upon an expected change in the debt structure from a single class of debt to a first and second lien structure. As a result, Moody's assigned a Ba2 rating to Miramax's proposed $325 million 5.5-year senior secured first lien term loan B, and assigned a B2 rating to the company's $83 million 6-year senior secured second lien term loan. The recently assigned Ba3 rating for the company's prospective senior secured 7-year $408 million term loan has been withdrawn. The company's Ba3 Corporate Family Rating and its B1 Probability of Default Rating are unchanged. FilmYard Holdings, LLC will be the holding company for Miramax, which is wholly owned by a consortium of equity sponsors led by Colony Capital. Proceeds from the term loans will be used to finance the purchase of Miramax from The Walt Disney Company, pay transaction costs and fund an opening cash account for the newly created company. The equity sponsors will contribute $245 million towards the purchase. Assignments: Issuer: Miramax Film NY, LLC * Corporate Family Rating -- Ba3 * Probability of Default Rating -- B1 * Senior Secured First Lien Term Loan B-- Ba2 (LGD 2-21%) * Senior Secured Second Lien Term Loan -- B2 (LGD 5-72%) Withdrawal: * Senior Secured Term Loan -- Ba3 (LGD 3-34%) The rating outlook is stable. Ratings Rationale Miramax's Ba3 CFR reflects the inherent high risk associated with the film business and the depreciating asset base represented by a vintage content library which is expected to have declining revenue levels and dependence on contract renewals. The rating further reflects the lack of history given the startup nature of the company and the risk posed by a new management team and a smaller-scale business in effectively competing for content licensing contracts. The company's reliance on speculative sources of revenue for the relatively high quality of assets in the portfolio such as participations in sequel production, Blu-ray sales and digital streaming licenses is offset by a high level of unearned contracted revenues that have high certainty of collection and low risk of new film production in the near to intermediate term. The rating is supported by Miramax's strong credit metrics including moderate pro-forma total debt-to-EBITDA leverage of under 3.0x which is expected to consistently decline through debt reduction as a result of strong excess cash flow sweep provisions in the credit agreement. Moody's notes that the full repayment of debt by maturity through free cash flow generation eliminates refinancing risk which is key to the Ba3 rating. The first lien term loan benefits from the cushion against loss by the second lien term loan. Therefore, the first lien notes are notched up from the CFR and the second lien notes are notched down from the CFR to reflect the lower priority of claim and higher risk of loss. The B1 PDR is a notch lower than the company's CFR due to the company's all bank capital structure with financial covenants resulting in a higher probability of default and a higher expected family recovery rate of 65%. The stable outlook reflects a balance between an increase in risk over time related to the depreciating asset base and growing dependency on renewing contractual backlog and non-contractual revenues, and Moody's expectation for a disciplined decline in debt and leverage to exceed the rate of decline in revenues and EBITDA. Moody's anticipate very low refinancing risk with the debt being fully repaid through free cash flow generation over the six year term. Within the first 12 to 18 months, total leverage is expected to be in the 2.5-3.0x range (including Moody's standard adjustments). A rating upgrade is unlikely in the near term based on the company's lack of history in managing these assets, and low visibility on the revenues in later years which bear higher risk. However, if the company pays down debt at a more rapid pace due to better than expected library exploitation opportunities (particularly of contractual nature), and leverage falls and Moody's believe can be sustained at around 1.0x by the end of 2012, upward pressure on the rating could occur. A rating downgrade could occur if certain revenue sources and EBITDA are significantly below expectations and the company is not on the projected pace for debt reduction resulting in total leverage which is materially higher than Moody's initial expectation of under 2.0x by the end of 2012. This is the first time Moody's has assigned public ratings to Miramax. Miramax's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Miramax's core industry and believes Miramax's ratings are comparable to those of other issuers with similar credit risk. Miramax Film NY, LLC, domiciled in New York, is comprised of the film content library developed by the independent film studio established by the Weinstein Brothers and later acquired by The Walt Disney Company in 1993. The catalogue consists of approximately 670 films (475 theatrical films and 195 direct-to- video films), 130 television episodes and 200+ book titles. MNK PROPERTIES: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: MNK Properties, LLC dba Dania's Wholefood & Grill fka Mouhammed Khatib 710 E. Sublett Road, Suite 121 Arlington, TX 76002 Bankruptcy Case No.: 10-47968 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Gerald Philip Urbach, Esq. HIERSCHE, HAYWARD, DRAKELEY & URBACH, P.C. 15303 Dallas Parkway, Ste. 700 Addison, TX 75001 Tel: (972) 701-7026 Fax: (972) 701-8765 E-mail: gurbach@hhdulaw.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 eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb10-47968.pdf The petition was signed by Mouhammed Khatib, manager. MONTGOMERY HOSPITALITY: Suit v. Manager Stays in District Court --------------------------------------------------------------- Bank of America, v. Gordhanbhai C. Patel, Case No. 10-cv-735 (M.D. Ala.), seeks to collect on a loan from the borrower's guarantor. Mr. Patel contends that the action is due to be dismissed or transferred to his home state because the District Court lacks personal jurisdiction over him. Chief District Judge Mark E. Fuller denied Mr. Patel's request. Mr. Patel is a Member and the Acting Manager of Montgomery Hospitality, L.L.C. Montgomery Hospitality borrowed $3,780,000 from BofA in 2006. Mr. Patel executed an irrevocable and unconditional Guaranty of payment of the obligation as primary obligor of the debt. Montgomery Hospitality defaulted under the loan and on August 11, 2010, filed a Chapter 11 bankruptcy petition. Mr. Patel signed the petition on behalf of Montgomery Hospitality. According to Judge Fuller, Mr. Patel was no incidental guarantor of Montgomery Hospitality's debts to a third party, rather he was an active manager who personally engaged in ongoing business transactions relating to Montgomery Hospitality's business affairs. Moreover, the Guaranty Patel signed relating to the loan to Montgomery Hospitality contained a choice of law provision which specified that the Guaranty would be governed by Alabama law. Such a clause makes it evident that Patel should have foreseen that he could have been hailed into court in Alabama relating to his obligations under that Guaranty. A copy of Judge Fuller's December 7, 2010 Memorandum Opinion and Order is available at http://is.gd/irnbYfrom Leagle.com. Montgomery Hospitality, L.L.C., owns and operates a hotel property located in Montgomery, Alabama. It filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case No. 10-32128) on August 11, 2010. Judge William R. Sawyer presides over the case. Michael E. Bybee, Esq., at Law Office of Michael E. Bybee in Birmingham, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and debts. MORTON & PORTER: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Morton & Porter, L.P. 13135 Dairy Ashford, Suite 150 Sugar Land, TX 77478 Bankruptcy Case No.: 10-41232 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Letitia Z. Paul Debtor's Counsel: Johnie J. Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston, TX 77208-1301 Tel: (713) 956-5577 Fax: (713) 956-5570 E-mail: jjp@walkerandpatterson.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Costa Bajjali, president of Morton & Porter Partners GP. MOUNTAIN PROVINCE: Files Technical Report on Gahcho Kue Project --------------------------------------------------------------- Mountain Province Diamonds Inc. said that the National Instrument 43-101 Technical Report on the Gahcho Kue Project has been filed and can be accessed on SEDAR and the Company's Web site. The results of the independent definitive feasibility study, dated October 15, 2010, were released on October 21, 2010. JDS Energy and Mining Inc. led the feasibility study, which was presented to the Gahcho Ku‚ Joint Venture between Mountain Province and De Beers Canada Inc. Financial and Project Highlights: * Project IRR including sunk costs 20.7% * Project IRR excluding sunk costs 33.9% * Initial project capital C$549.5M * Working capital C$49.4M * Sustaining capital including mine closure C$36.1M * Operating costs C$48.68 per tonne * Project mine life 11 years * Average annual production 3 million tonnes * Total diamond production 49 million carats * Average annual diamond production 4.45 mil. carats * Diamond price US$102.48 per carat Commenting, Mountain Province President and CEO Patrick Evans said, "The feasibility study delivers an economically viable, technically credible and environmentally sound development plan for the Gahcho Kue Project. Our immediate focus now is the completion of the Gahcho Kue Environmental Impact Statement, which will be filed with the Mackenzie Valley Environmental Review Board before the end of the year." About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit (the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company's balance sheet as of June 30, 2010, showed C$95.8 million in total assets, C$13.9 million in total liabilities, and stockholders' equity of C$81.9 million. * * * In its Management's Discussion and Analysis of the Company's interim consolidated financial statements for the three months ended June 30, 2010, the Company said its ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities is dependent on the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to fund its operations, and the future production or proceeds from developed properties. However, the Company adds that there is no certainty that the Company will be able to obtain financing to fund its operations. As a result, the Company says, there is substantial doubt as to its ability to continue as a going concern. MUSTANG HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mustang Homes, LLC 5000 Forsythe Bypass, Suite 15 Monroe, LA 71201 Bankruptcy Case No.: 10-32444 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Western District of Louisiana (Monroe) Debtor's Counsel: Michael C. Hyde, Esq. Hyde Park Signature Capital , LLC 700 E. Chippewa Street Mt. Pleasant, MI 48858 Tel: (321) 302-0370 Fax: (866) 607-3480 E-mail: michael.hyde@hpscap.com Scheduled Assets: $1,065,278 Scheduled Debts: $1,823,263 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/lawb10-32444.pdf The petition was signed by Rodney Brian Lowery, general manager. NALCO CO: Moody's Assigns 'Ba2' Rating to $1 Billion Notes ---------------------------------------------------------- Moody's Investors Service assigned a rating of Ba2 to Nalco Company's proposed $1.0 billion in notes due 2019. Nalco Finance Holdings LLC's Corporate Family Rating was raised to Ba2 from Ba3. Proceeds from the notes will be used for general corporate purposes, which Moody's assume will include repayment and refinancing of all or a portion of existing subordinated debt and holding company discount notes. The outlook for the ratings is stable. Ratings Rationale "The Ba2 CFR rating incorporates Moody's view that debt reduction along with margin increases will aid in improving credit metrics to levels supporting the rating over the next two years" said Moody's analyst Bill Reed. "In addition this timely refinancing combined with earlier maturity extensions of term loans is a credit positive and improves liquidity." Nalco's Ba2 CFR reflects the prospect of continued strong cash flow generation combined with balance sheet debt reduction over the next two years. The ratings are further supported by Nalco's entrenched competitive position as a global supplier of water treatment and process chemicals for industrial and institutional applications that generates strong EBITDA margins (roughly 19% for the LTM ended September 30, 2010). Additional positives include the diversity of its end-markets, raw materials and customer base, modest capital expenditure requirements, and the improvement in its operating performance over the past year despite a weak economic environment. The ratings incorporate the strength of the management team and significant barriers to entry, including high customer switching costs, patents, significant R&D spending, and long-term customer relationships. The Ba2 CFR rating is restrained nevertheless by the elevated debt levels that limit the company's ability to handle any exogenous event that would have a negative impact on its financial performance. Even with the improved credit metrics debt to EBITDA remains high at a projected 4.2 times at the end of 2010 down from 5.6 times at the end of 2009. Balance sheet debt has decreased over the last three years moving from $3.3 billion at the end of 2007 to $2.9 billion at the end of September 2010. In light of the high level of debt, Moody's reiterates that it is critical that Nalco generate at least $125 million of annual free cash flow (cash from operations less capital expenditures and dividends) to support further debt reduction which Moody's projects may approach $400 million over the next two years. New Proposed Ratings Nalco Company -- Guaranteed senior unsecured notes, $1,000 million due 2019 -- Ba2 LGD4 60% Ratings raised: Nalco Finance Holdings LLC -- Corporate Family Rating to Ba2 from Ba3 -- Probability of Default Rating to Ba2 from Ba3 -- Senior discount notes, $461 million due 2014 to B1 LGD6 97% from B2 LGD6 93%* Nalco Company -- Guaranteed senior subordinated notes, US dollar/Euro notes due 2013 to B1 LGD6 97% from B2 LGD5 82%* * Ratings to be withdrawn upon completion of refinancing or debt extinguishments Ratings affirmed: Nalco Company * Guaranteed senior secured revolver, $250 million due 2014 -- Ba1 LGD3 37% from LGD2 26% * Guaranteed senior secured term loan C, $274 million due 2016 -- Ba1 LGD3 37% from LGD2 26% * Guaranteed senior secured term loan C1, $100 million due 2016 -- Ba1 LGD3 37% from LGD2 26% * Guaranteed senior secured term loan B, $650 million due 2017 -- Ba1 LGD3 37% from LGD2 26% * Guaranteed senior unsecured notes $491 million due 2017 -- Ba2 LGD4 60% from LGD3 42% Nalco's liquidity profile is good, reflecting strong operating cash flows, cash balances at the end of September 2010 of $175 million and a $250 million unused revolver facility due 2014. At the end of September 2010 the company had $18 million of undrawn but outstanding standby letters of credit under the revolver. The refinancing of Nalco's bank facilities with extended multi-year maturities is viewed as a positive for the credit profile and liquidity. The senior secured credit facilities are unconditionally guaranteed by Nalco Holdings LLC, and certain domestic subsidiaries of Nalco. The repayment of these facilities is secured by substantially all the assets of Nalco and the guarantors, including, but not limited to, a pledge of their capital stock and 65% of the capital stock of each non- U.S. subsidiary owned by the guarantors. The company was in compliance on its covenants with adequate headroom at the end of September 2010. Additional liquidity is provided by a three-year receivables facility due June 2013 that provides up to $150 million in funding from a commercial paper conduit, based on availability of eligible receivables and satisfaction of other customary conditions. Of the $143.3 million available for borrowing based on the amount of receivables eligible for financing as of August 31, 2010, Nalco had $126.0 million of outstanding borrowings at September 30, 2010. The stable outlook reflects Moody's expectation that Nalco will not increase debt nor pursue any significant acquisitions and that credit metrics will improve in the medium term. The outlook also reflects Moody's anticipation that Nalco will continue to maintain its market share in key end-markets and successfully avoid aggressive price competition with its major competitors. The ratings could be lowered if the company further increases debt, announces a significant acquisition within the near-term, fails to achieve yearly free cash flow of at least $125 million adjusted for extraordinary items during the next two years, or if competitive pressures are greater than anticipated. Moody's could raise the company's CFR over the next two years if debt were reduced by some $500 million and RCF/Debt were to be above 18% on a sustainable basis. Moody's most recent announcement concerning the ratings for Nalco was on May 5, 2009, when new credit facilities were rated. Nalco Company, headquartered in Naperville, Illinois, is a global producer of water treatment and process chemicals for industrial and institutional applications. Revenues were $4.1 billion for LTM period ending September 30, 2010. NALCO CO: S&P Affirms Corporate Credit Rating at 'BB-' ------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'BB-' corporate credit rating on Naperville, Ill.-based-Nalco Co. The outlook is positive. At the same time, S&P assigned its 'BB-' issue-level rating (same as the corporate credit rating) to Nalco Co.'s proposed $1 billion senior notes due 2019. S&P assigned a '4' recovery rating to the notes, which indicates its expectation of average (30% to 50%) recovery in the event of a payment default. A portion of the notes is expected to be denominated in Euros. S&P also revised its recovery rating on the company's existing $500 million senior unsecured notes due 2017 to '4' from '3' and affirmed the 'BB-' issue rating on the notes. Proceeds from the notes offering, along with cash on hand will be used to repurchase $465 million of outstanding 8.875% senior subordinated notes due 2013, repurchase ?200 million of 9% senior subordinated notes due 2013, repurchase about $260 million of the 9% senior discount notes and to pay related fees and expenses, including premiums. "The rating on Nalco Co., a subsidiary of Nalco Holding Co., reflects a strong business risk profile and an aggressive financial risk profile," said Standard & Poor's credit analyst Liley Mehta. Nalco's business profile benefits from its strong competitive position in water treatment process chemicals and its respectable operating margins. In addition, it has demonstrated its ability to generate meaningful discretionary cash flows, which it has used in a balanced fashion to support growth, shareholder distributions, and debt reduction. The company's strong business risk profile incorporates Nalco's position as a global leader in providing raw water and wastewater treatment, process improvement services, and chemicals and equipment programs for offerings that are technology-and service- intensive. The company also benefits from good customer diversity, with the largest customer constituting 4% of sales. Nalco's well-established, defensible business position underpins a solid track record of operating profitability. Even when key end markets experience cyclical downturns, the company's results exhibit a meaningful degree of stability, indicating the resilience of the specialty S&P views liquidity as adequate. Pro forma for the financing plan, the company expects to have $128 million in cash and ample availability under the revolving credit facility. The outlook is positive. Further strengthening of credit measures are a prerequisite for an upgrade, which S&P think is possible within the next 12 months given S&P's base case expectation for operating results in a gradually improving economic environment. S&P views funds from operations to total adjusted debt of 15% as appropriate credit metrics for a slightly higher rating, under the expectation that the company can sustain its progress. S&P anticipate that management will be prudent in the manner in which it executes its plans for acquisitions and growth-related expenditures, which are important components of the company's strategy. Alternatively, S&P could also revise the outlook to stable if S&P's downside economic scenario came to pass resulting in unexpectedly flat to declining volume trends and margin compression. In such a scenario, challenging operating conditions would bring operating margins to the low-to-mid teens percent area and result in a weakening of the ratio of FFO to total debt to about 10% on a consistent basis. NILO ESCALANTE: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Nilo P. Escalante Raquel Ramos Escalante 114570 Delano Street North Hollywood, CA 91606 Bankruptcy Case No.: 10-25361 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtors' Counsel: Giovanni Orantes, Esq. ORANTES LAW FIRM, P.C. 3435 Wilshire Boulevard, Suite 1980 Los Angeles, CA 90010 Tel: (888) 619-8222 Fax: (877) 789-5776 E-mail: go@gobklaw.com Scheduled Assets: $742,088 Scheduled Debts: $1,245,731 A list of the Joint Debtors' 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-25361.pdf NORTHLAND INVESTMENTS: Hearing on Case Dismissal Set for Dec. 21 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri will convene a hearing on December 21, 2010, at 1:30 p.m., to consider Northland Investments Co., Inc.'s request to dismiss its Chapter 11 case. Objections were due December 7. The Debtor asked that the Court dismiss its case explaining that Hawthorn Bank obtained stay relief against its real property, and the absence of a reasonable likelihood of rehabilitation. The Debtor related that on October 4, Hawthorn Bank filed its notice of breach of condition because it was unable to obtain a contract to sell the real property by October 1. Pursuant to the stipulated order, the Debtor was to obtain a contract to sell certain real property by October 1, or Hawthorn Bank would be granted relief from the automatic stay on the real property. The Debtor owes Hawthorn Bank $8,303,082 secured by an interest in the real property located in Kansas City, Platte County, Missouri. Blue Springs, Missouri-based Northland Investments Co., Inc., filed for Chapter 11 bankruptcy protection on May 19, 2010 (Bankr. W.D. Mo. Case No. 10-42517). Lisa A. Epps, Esq., at Spencer Fane Britt & Browne LLP, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million as of the petition date. NXT NUTRITIONALS: Extends Start of Notes' Monthly Redemptions ------------------------------------------------------------- On December 6, 2010, NXT Nutritionals Holdings Inc. and purchasers holding approximately 91% of the aggregate number of the original issue discount senior secured note; the series C warrants; and the shares of common stock underlying the Notes and the Series C Warrants, entered into a Second Modification And Amendment Agreement. The Amendment was required to be approved by Purchasers of at least 67% of the Securities, and amends and modifies certain terms and provisions in the Notes and the Series C Warrants. Pursuant to the Amendment, the commencement of monthly redemption date of the Notes is extended to September 1, 2011, the maturity date of the Notes is extended to December 31, 2011 and the original issue discount is amended such that the principal amount equals each investor's subscription amount multiplied by 1.60. In addition the conversion price can be adjusted on the following events: i) First Quarter 2011 Form 10-Q. If the Company's filing of its March 31, 2011 Form 10-Q with the Securities and Exchange Commission does not disclose revenue of at least $5 million for the first three months of 2011, then the Conversion Price of the Notes will decrease by $.03 on the fifth (5th) trading day after the Company files its March 31, 2011 Form 10-Q. Notwithstanding the foregoing, if, during the five (5) trading days following the filing of the March 31, 2011 Form 10-Q, the average closing bid price is $.60 or better, the aggregate trading volume of Company common stock is at least 1.5 million shares and all of the shares underlying the Notes may be sold pursuant to an effective registration statement or Rule 144, then no adjustment to the Conversion Price will be made hereunder. ii) Second Quarter 2011 Form 10-Q. If the Company's filing of its June 30, 2011 Form 10-Q with the Securities and Exchange Commission does not disclose revenue of at least $8 million for the first six months of 2011, then the Conversion Price of the Notes will be adjusted to equal the lesser of i) the then effective Conversion Price and ii) 90% of the average closing bid price during the five trading Days following the filing of the June 30, 2011 Form 10-Q, such adjustment, if any, to occur on the fifth (5th) trading day following the Company's filing of its June 30, 2011 Form 10-Q. Notwithstanding the foregoing, if, during the five (5) trading Days following the filing of the June 30, 2011 Form 10-Q, the average closing bid price is $.60 or better, the aggregate trading volume of Company common stock is at least 1.5 million shares and all of the shares underlying the Notes may be sold pursuant to an effective registration statement or Rule 144, then no adjustment to the Conversion Price will be made hereunder. A full-text copy of the amended and modified agreement is available for free at http://ResearchArchives.com/t/s?70b6 About NXT Nutritionals Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) - - http://www.nxtnutritionals.com/-- through its wholly owned subsidiary NXT Nutritionals, Inc., is engaged in developing and marketing of a proprietary, patent-pending, all-natural sweetener sold under the brand name SUSTA(TM) and other food and beverage products. SUSTA(TM) is being sold as a stand-alone product and it is the common ingredient for all of the Company's products. The Company's balance sheet at Sept. 30, 2010, showed $3.13 million in total assets, $12.40 million in total liabilities, and a stockholders' deficit of $9.26 million. Berman & Company, P.A., in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has a net loss of $24.0 million and net cash used in operations of $2.1 million for 2009; and has a working capital deficit of $1.5 million, and a stockholders' deficit of $3.3 million at December 31, 2009. NYC OFF-TRACK: Shutting Down after State Senate Negative Vote ------------------------------------------------------------- Off-Track Betting Corp. in New York City began closing down December 7 after the state Senate voted down legislation for a bailout to be effected through a Chapter 9 reorganization plan. NYC OTB posted on it Web site a letter to "loyal and valued customers", which said, "Unfortunately, the NYS Senate chose not to pass the bill passed by the Assembly that would have saved NYC OTB. Therefore, due to a lack of unrestricted funds to continue in business, NYC OTB will be ceasing all pari-mutuel wagering operations, Tuesday, December 7, 2010 as per our Board of Directors vote, and will proceed to the orderly winding down of its business affairs." Three branches will remain open in Queens, Brooklyn and Manhattan for six calendar days after the last day of operations so that customers can cash tickets/vouchers and make account withdrawals Russ Buettner, writing for The New York Times, reports that the New York City Off-Track Betting Corporation closed the doors to its betting parlors on Tuesday night after the state Senate declined to pass an Assembly-approved bill designed to save its operations. NY Times says about 50 parlors around the city were shuttered and some 1,000 employees lost their jobs. According to The Associated Press, the Senate operating with 12 missing members failed to overcome party differences. Chapter 9 Plan Early this month, the bankruptcy judge signed an order approving a disclosure statement explaining the Chapter 9 municipal reorganization plan for Off-Track Betting Corp. NYC OTB, however, said it wouldn't solicit creditors' votes unless the legislation proposed by outgoing New York Governor David Paterson passes. NYC OTB has warned that unless a special session of the New York legislature adopts enabling legislation, the Debtor would close down starting December for lack of cash. Republicans in the state Senate, however, blocked the measure. Not a Bailout Larry Schwartz, Chairman of NYC OTB, has claimed that the reorganization plan for NYC OTB is not a "bailout" and not a single taxpayer dollar is being requested. "And when the reorganization plan is in place, NYC OTB will be a profitable, revenue-generating entity for the State of New York; thousands of jobs will be saved; and hundreds of millions of taxpayer dollars conserved." Crain's New York Business reported that the OTB's plan isn't a cash bailout, but a new business model that would be created through concessions by unions and management to modernize the operation. The AP relates the plan is supported by OTB's unions and would have cut the work force by nearly half, reduced some wage differentials for Sunday work and modernized the operation through automation and fewer traditional betting parlors. According to the AP, supporters said the failure to pass the rescue will cost the state $20 million to close the facilities and potentially saddle taxpayers with $600 million in OTB liabilities. The AP notes that, although New York City OTB collects nearly $1 billion a year in bets, competition from casinos and other gambling organizations, past mismanagement and its substantial payouts to governments and the racing industry have kept it on the brink of bankruptcy for years. About NYC Off-Track Betting New York City Off-Track Betting Corporation is a public benefit corporation, which operates an off-track pari-mutuel betting system on thoroughbred and harness horse races held at all 11 race tracks located in New York State and certain race tracks located outside of the State. Since NYC OTB's inception in 1971, it has made payments of nearly $2 billion to the State horse racing industry, more than $1.4 billion to New York City and nearly $600 million to the State. In 2008 alone, NYC OTB made statutory contributions in an aggregate amount of $128.6 million to the State horse racing industry, the State, the City, and other local municipalities. NYC OTB's operations are regulated by the State. NYC OTB sought protection under Chapter 9 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009. NYC OTB is represented by Richard Levin, Esq., at Cravath, Swaine & Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C. Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP in New York City. At September 30, 2009, NYC OTB disclosed $18,468,147 in total assets, $74,912,742 in total current liabilities, $6,982,887 in long-term liabilities, and $201,020,000 in long-term post employment benefits. NYC OFF-TRACK: Shutters Doors After Senate Fails to Approve Bill ---------------------------------------------------------------- Russ Buettner, writing for The New York Times, reports that the New York City Off-Track Betting Corporation closed the doors to its betting parlors on Tuesday night after the state Senate declined to pass an Assembly-approved bill designed to save its operations. NY Times says about 50 parlors around the city were shuttered and some 1,000 employees lost their jobs. According to The Associated Press, the Senate operating with 12 missing members failed to overcome party differences. Crain's New York Business reported that the OTB's plan isn't a cash bailout, but a new business model that would be created through concessions by unions and management to modernize the operation. The AP relates the plan is supported by OTB's unions and would have cut the work force by nearly half, reduced some wage differentials for Sunday work and modernized the operation through automation and fewer traditional betting parlors. According to the AP, supporters said the failure to pass the rescue will cost the state $20 million to close the facilities and potentially saddle taxpayers with $600 million in OTB liabilities. The AP notes that, although New York City OTB collects nearly $1 billion a year in bets, competition from casinos and other gambling organizations, past mismanagement and its substantial payouts to governments and the racing industry have kept it on the brink of bankruptcy for years. About NYC Off-Track Betting New York City Off-Track Betting Corporation was a public benefit corporation, which operated an off-track pari-mutuel betting system on thoroughbred and harness horse races held at all 11 race tracks located in New York State and certain race tracks located outside of the State. Since NYC OTB's inception in 1971, it has made payments of nearly $2 billion to the State horse racing industry, more than $1.4 billion to New York City and nearly $600 million to the State. In 2008 alone, NYC OTB made statutory contributions in an aggregate amount of $128.6 million to the State horse racing industry, the State, the City, and other local municipalities. NYC OTB's operations are regulated by the State. NYC OTB sought protection under Chapter 9 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009. NYC OTB is represented by Richard Levin, Esq., at Cravath, Swaine & Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C. Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP in New York City. At September 30, 2009, NYC OTB disclosed $18,468,147 in total assets, $74,912,742 in total current liabilities, $6,982,887 in long-term liabilities, and $201,020,000 in long-term post employment benefits. Early in December 2010, the bankruptcy judge signed an order approving a disclosure statement explaining the Chapter 9 municipal reorganization plan for NYC OTB. NYC OTB, however, deferred soliciting creditors' votes until the legislation proposed by outgoing New York Governor David Paterson is passed. OAKS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Oaks Construction Company, Inc. 120 Preston Executive Drive, Suite 101 Cary, NC 27513 Bankruptcy Case No.: 10-10055 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Richard D. Sparkman, Esq. RICHARD D. SPARKMAN & ASSOC., P.A. P.O. Drawer 1687 Angier, NC 27501 Tel: (919) 639-6181 E-mail: rds@sparkmanlaw.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/nceb10-10055.pdf The petition was signed by Maxwell M. Oaks, president. OAKS OF TRAVIS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: The Oaks of Travis Heights Condo Project, LP 604 A Gaylor Street Austin, TX 78752 Bankruptcy Case No.: 10-13389 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Patricia Baron Tomasco, Esq. MUNSCH HARDT KOPF & HARR, PC 401 Congress Ave, Suite 3050 Austin, TX 78701 Tel: (512) 391-6100 Fax: (512) 391-6149 E-mail: ptomasco@munsch.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Stephen Maida, president. OLIVE BRANCH: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Olive Branch Apartments, LLC dba Olive Branch Apartments dba Arbor Terrace Apartments 509 N. Winnetka Ave., Suite 201 Dalllas, TX 75208 Bankruptcy Case No.: 10-38512 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Stephen Warner Tiemann, Esq. 2000 E. Lamar Blvd., Ste. 600 Arlington, TX 76006 Tel: (817) 275-7245 Fax: (817) 275-1056 E-mail: steve@swtlaw.net Scheduled Assets: $2,193,000 Scheduled Debts: $3,209,481 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb10-38512.pdf The petition was signed by Haik Byurat, manager of governing person. OPTI CANADA: Board Approves $150-Mil. Capital Program for 2011 -------------------------------------------------------------- OPTI Canada Inc. announced that its Board of Directors has approved a $150 million capital program for 2011. OPTI's share of budgeted costs for the Long Lake Project in 2011 is expected to be approximately $122 million. Expenditures will support initiatives to increase production and ensure the long- term reliability of the Project. Key undertakings will include continued development of pads 12 and 13, which are expected to add 18 new wells pairs for production in 2012, and down hole installation of approximately 15 electric submersible pumps. Engineering costs to evaluate additional steam capacity and a Diluent Recover Unit have also been approved. Decisions on whether to proceed with construction of the steam expansion project and DRU are expected once the evaluations are complete. Incremental costs in 2011 would be subject to board approval. The steam expansion project, if approved, is expected to increase existing steam capacity by 10 to 15 percent by late 2012. The DRU, if approved, is expected to enable improved operating flexibility. While the most effective and cost efficient way to operate the Project is on an integrated basis, improved operating flexibility would be expected to limit the impact on bitumen production during periods of Upgrader downtime. In 2011, OPTI will invest approximately $22 million in advancing engineering and detailed execution plans for Kinosis to the end of March. Further 2011 capital spending on Kinosis may be considered for approval by OPTI's board next year. In 2011, OPTI will invest approximately $6 million for development of Leismer and Cottonwood. Unplanned issues with steam assisted gravity drainage or Upgrader operations, deterioration of commodity prices and inability to further extend foreign exchange hedging instruments could negatively impact the funding of OPTI's 2011 capital program. Please also see our Management's Discussion and Analysis for the period ended September 30, 2010, in particular the Liquidity and Capital Resources section. About OPTI Canada OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major oil sands projects in Canada using its proprietary OrCrude(TM) process. OPTI's common shares trade on the Toronto Stock Exchange under the symbol OPC. * * * OPTI Canada carries a 'CCC+' long-term corporate credit rating from Standard & Poor's Ratings Services. It has a 'Caa2' corporate family rating from Moody's Investors Service. "S&P base its decision to lower the ratings on the increasing financing burden associated with OPTI's debt and the widening gap between potential cash flow generation, and financing and spending obligations," said Standard & Poor's credit analyst Michelle Dathorne in August 2010, to explain S&P's downgrade of the corporate rating to 'CCC+' from 'B-'. "Our estimates of the operating cash flows necessary for the company to fund all required financing obligations and capital spending internally provide no allowances for production shortfalls or commodity-price weakness from now until 2012. This lack of financial flexibility is characteristic of a credit profile in the 'CCC' category," Ms. Dathorne added. OSCAR ANDRADE: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Oscar Andrade 9924 Fenway Drive El Paso, TX 79925 Bankruptcy Case No.: 10-32557 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Western District of Texas (El Paso) Judge: H. Christopher Mott Debtor's Counsel: Sidney J. Diamond, Esq. THE LAW OFFICES OF SIDNEY J. DIAMOND 3800 N. Mesa C-4 El Paso, TX 79902 Tel: (915) 532-3327 Fax: (915) 532-3355 E-mail: usbc@sidneydiamond.com Scheduled Assets: $9,747,397 Scheduled Debts: $6,402,975 A list of the Debtor's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-32557.pdf PALANCA PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Palanca Properties, LLC 231 E. Orange Drive Phoenix, AZ 85012 Bankruptcy Case No.: 10-39044 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Carolyn J. Johnsen, Esq. JENNINGS STROUSS & SALMON PLC One E. Washington Street, #1900 Phoenix, AZ 85004-2554 Tel: (602) 262-5911 Fax: (602) 495-2696 E-mail: cjjohnsen@jsslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Dana Day, trustee of the Avinash Singh Khatter and Dana Louise Day Revocable Living Trust of June 2000. PAUL WALLACE: Wins OK to Sell 525 Harris to BofA for $7.8-Mil. -------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Paul Wallace to sell 525 Harris Road, LLC to Bank of America, N.A., or its assignee, for $7,800,00. The Debtor is the sole member of Harris Road LLC, an entity formed to hold title to the premises known as 525 Harris Road, in Bedford Hills, New York. The purchase price will consist of: a) a credit bid of $7,800,000; b) a buyer's waiver of $750,000 of its claims against the Debtor's estate; c) a buyer's assumption and satisfaction of certain liabilities, including, but not limited to, tax claims asserted against the real property and any and all transfer taxes; and d) a buyer's assumption and satisfaction of certain administrative expense claims, including, but not limited to, up to $20,000 in legal fees incurred by the Debtor in connection with the sale of the real property. About Paul F. Wallace Headquartered in Bedford Hills, New York, Paul F. Wallace filed for Chapter 11 on May 20, 2010, (Bankr. S.D. N.Y. Case No. 10- 22998). Gerard DiConza, Esq., at DiConza Law, P.C., represents the Debtor. The Debtor did not file a list of creditors together with its petition. The Debtor estimated assets and debts at $10 million to $50 million. PAUL WALLACE: MOA's Meeting of Creditors Reset to February 16 ------------------------------------------------------------- The U.S. Trustee for Region 2 has rescheduled to February 16, 2011, at 1:00 p.m., the meeting of creditors in MOA Hospitality, Inc.'s Chapter 11 case. The meeting was originally scheduled for December 8, 2010. The meeting will be held at the U.S. Bankruptcy Court, 300 Quarropas Street, Room 243A, White Plains, New York. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. MOA Hospitality, Inc. is a debtor-affiliate of Paul F. Wallace. Headquartered in Bedford Hills, New York, Paul F. Wallace filed for Chapter 11 on May 20, 2010, (Bankr. S.D. N.Y. Case No. 10- 22998). Gerard DiConza, Esq., at DiConza Law, P.C., represents the Debtor. The Debtor did not file a list of creditors together with its petition. The Debtor estimated assets and debts at $10 million to $50 million. Salt Lake City, Utah-based MOA Hospitality, Inc., filed for Chapter 11 on October 28, 2010, (Bankr. S.D. N.Y. Bankr. Case No. 10-24237). The Company estimated assets at $1 million to $10 million and debts at $10 million to $50 million. PENN OCTANE: Closes Rio Vista Sale Deal After Amendment ------------------------------------------------------- On November 17, 2010, Penn Octane Corporation, Rio Vista Energy Partners L.P. and Central Energy LP, a Delaware limited partnership, entered into a Fourth Amendment to Securities Purchase and Sale Agreement, amending the Securities Purchase and Sale Agreement dated May 25, 2010 in connection with the closing of the transactions contemplated under the Agreement. The Closing occurred on November 17, 2010, simultaneously with the entry by Penn Octane into the Fourth Amendment. Under the terms of the Fourth Amendment, the $3,950,291 cash purchase price for 12,724,019 common units in Rio Vista issued and sold to Central Energy at the Closing was adjusted to permit payment of $1.0 million of such purchase price in the form of a nine-month secured promissory note from Central to Rio Vista. However, at the Closing, the Note was paid in full at the Closing and immediately cancelled. Under the terms of the Fourth Amendment, Rio Vista also agreed to grant piggy back registration rights with respect to the common units in Rio Vista held by Penn Octane at the time of Closing. A full-text copy of the Amended Agreement Is available for free at http://ResearchArchives.com/t/s?70b7 About Penn Octane Corporation Headquartered in Palm Desert, California, Penn Octane Corporation (NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as International Energy Development Corporation buys, transports and sells liquefied petroleum gas for distribution in northeast Mexico, and resells gasoline and diesel fuel. The company has a long-term lease agreement for approximately 132 miles of pipeline, which connects ExxonMobil Corporation's King Ranch Gas Plant in Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim Wells County, Texas, to the company's Brownsville Terminal Facility. As reported in the TCR on June 4, 2010, Penn Octane said that because of its financial position, if the closing of the sale to Central Energy does not occur, both Penn Octane and Rio Vista would likely be required to seek protection under US Bankruptcy laws. In the opinion of management, if such protection were sought, the amounts realized for Penn Octane's assets and the resulting amounts recoverable to creditors will be significantly less than amounts being offered pursuant to the Agreement. Penn Octane said in June that it has negative working capital. Penn Octane does not have any sources of cash or assets other than its interests in the GP, certain ownership of common units of Rio Vista and advances or loans due from Rio Vista. PETTERS CO: Judge Lifts Automatic Stay From Polaroid Suits ---------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge agreed to lift the shield blocking Petters Co. from lawsuits so Polaroid Corp. may choose to fight claims put forth by its former affiliate, which -- along with Polaroid -- collapsed in the wake of Tom Petters' Ponzi scheme. About Polaroid Polaroid Corporation -- http://www.polaroid.com/-- makes and sells films, cameras, and other imaging products. Polaroid filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D. Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D. Minn. Case No. 08-46617). PLR Acquisition LLC, a joint venture composed of Hilco Consumer Capital L.P. and Gordon Brothers Brands LLC, acquired most of Polaroid's assets -- including the Polaroid brand and trademarks -- in May 2009. They paid $87.6 million for the brand. Debtor Polaroid Corp. was renamed to PBE Corp. following the sale. The case was converted to Chapter 7 on Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7 Trustee. About Petters Group Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc., Petters Group Worldwide, LLC, and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Case No. 08-45257) on Oct. 11, 2008. James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc., estimated its debts at $500 million and $1 billion. Its parent, Petters Group Worldwide, LLC, estimated its debts at not more than $50,000. As reported in the Troubled Company Reporter on October 7, 2008, Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08- 35198). Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. POLAROID CORP: Lance Bass Sued for Fraudulent Transfer ------------------------------------------------------ Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review, reports that John R. Stoebner, the Chapter 7 trustee overseeing Polaroid's bankruptcy estate, sued Lance Bass before the U.S. Bankruptcy Court in Minneapolis to recoup $40,000 the trustee claims that Polaroid transferred to Mr. Bass's production company on Dec. 28, 2005, as a "gift or donation." Mr. Stoebner is seeking to avoid that gift as a "fraudulent transfer," saying the company was insolvent at the time and wrapped up in a Ponzi scheme engineered by former businessman Tom Petters. Mr. Bass is known for his stint in 1990s pop group 'N Sync and founder of production company Lance Bass Productions. About Polaroid Polaroid Corporation -- http://www.polaroid.com/-- makes and sells films, cameras, and other imaging products. Polaroid filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D. Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D. Minn. Case No. 08-46617). PLR Acquisition LLC, a joint venture composed of Hilco Consumer Capital L.P. and Gordon Brothers Brands LLC, acquired most of Polaroid's assets -- including the Polaroid brand and trademarks -- in May 2009. They paid $87.6 million for the brand. Debtor Polaroid Corp. was renamed to PBE Corp. following the sale. The case was converted to Chapter 7 on Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7 Trustee. POSITRON CORP: Reports $294,000 Net Income in Sept. 30 Quarter -------------------------------------------------------------- Positron Corporation filed its quarterly report on Form 10-Q, reporting net income of $294,000 on $1.01 million of revenues for the quarter ended Sept. 30, 2010, compared with a net loss of $1.19 million on $188,000 of revenues in the quarter ended Sept. 30, 2009. The Company and its subsidiaries' consolidated balance sheet at Sept. 30, 2010, showed $4.15 million in total assets, $5.05 million in liabilities, and a stockholders' deficit of $905,000. Stockholders' deficit was $5.1 million at June 30, 2010. Frank L. Sassetti & Co., in Oak Park, Illinois, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company has a significant accumulated deficit. "Since inception, the Company has expended substantial resources on research and development and sustained substantial losses. Due to the limited number of systems sold or placed into service each year, revenues have fluctuated significantly from year to year and have not been sufficient to be operationally profitable. The Company had an accumulated deficit of $100,693,000 and a stockholders' deficit of $905,000 at September 30, 2010. The Company will need to increase sales and apply the research and development advancements to achieve profitability in the future. The Company expects to experience a significant increase in sales of the Attrius(R) Cardiac PET system and additional service agreements; it also expects recurring revenue from the delivery of radiopharmaceuticals through its unit doses dispensing devices and sales of radiopharmaceuticals manufactured at its Crown Point facility. The Company expects that these developments will have a positive impact on revenue and net margins," according to the Form 10-Q. "The Company had cash and cash equivalents of $888,000 at September 30, 2010. At the same date, the Company had accounts payable and accrued liabilities of $640,000 at September 30, 2010. Working capital requirements for the upcoming year may reach beyond our current cash balances. As the Company executes its plans for expansion, it may continue to raise funds as required through equity and debt financing to sustain business operations. The Company expects to achieve sufficient revenues or raise sufficient funds to sustain business operations; however, no assurance can be given." A full-text copy of the Company's Form 10-Q filed with the Securities and Exchange Commission is available for free at: http://researcharchives.com/t/s?70c0 Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. PPS PROPERTIES: Has $721,913 Secured Debt to Sterling ----------------------------------------------------- Dan Hieb at Nashville Business Journal reports that PPS Properties LLC, which owns land occupied by Pembroke Preparatory School in Franklin, Tennessee, said it owes Houston-based Sterling Bank $721,913 owed to Houston-based Sterling Bank for the property. The Company listed Ernest Coley Sr. as the senior member of PPS Properties. M. Coley is the registered agent for the company, according to a business license filed with the Tennessee Department of State, according to Business Journal. In its schedules, the Debtor disclosed $1,057,600 in assets and $1,247,157 in debts. According to Business Journal, most of the discrepancy between the Company's assets and debts is tied to a parcel it owns in Hopkinsville, Kentucky. The land at 510 Noel Ave. is valued at $300,000, but it owes Florida-based Synovus SBA Lending $510,000 for the mortgage. PPS Properties, LLC, filed for Chapter 11 protection on Dec. 2, 2010 (Bankr. M.D. Tenn. Case No. 10-13089). Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, in Nashville, Tennessee, represents the Debtor. PRICE'S PREFERRED: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Price's Preferred Properties 1302 Streamview Court Bel Air, MD 21015-5026 Bankruptcy Case No.: 10-37592 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: Robert A. Gordon Debtor's Counsel: Chirag V. Patel, Esq. CHIRAG V. PATEL, P.A. 4936 Fairmont Avenue, Suite 204 Bethesda, MD 20814 Tel: (301) 806-6959 Fax: (301) 542-0022 E-mail: chirag.patel@patelfirm.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 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-37592.pdf The petition was signed by Kevin Price and Renae Price, owners. PROVO CRAFT: S&P Puts 'B' Rating on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on South Jordan, Utah-based Provo Craft & Novelty Inc., including its 'B' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement means that S&P could either lower or affirm the ratings following the completion of S&P's review. As of Sept. 30, 2010, Provo Craft had about $239 million in debt outstanding. "The CreditWatch listing reflects S&P's belief that the company may not be able to comply with its financial covenants over the near term due to potentially weaker-than-expected operating performance and currently very weak covenant cushion," said Standard & Poor's credit analyst Jacqueline Hui. Additionally, Provo Craft's total leverage and senior leverage covenants step down in September 2011. S&P believes ongoing weaker performance could result from a greater-than-expected product cannibalization following the launch of a new product in midyear 2010. S&P could lower the ratings if S&P believes that the company cannot comply with its financial covenants over the near term or if liquidity declines below S&P's expectations. Standard & Poor's will seek to resolve or update the CreditWatch listings within 90 days. To resolve the CreditWatch listings, S&P will meet with management to evaluate the potential for improved operating performance and recovery of adequate cushion on the company's financial covenants, as well as Provo Craft's ability to comply with its financial covenants in the near term. RADIENT PHARMA: Shareholders Vote In Favor of Stabilization Plan ---------------------------------------------------------------- Radient Pharmaceuticals Corporation announced shareholder voting results and the completion of its Annual Meeting of Shareholders held Friday December 3, 2010. Votes received by the shareholders of RPC were in favor of the execution of a financial stabilization plan through the approval of the following initiatives: * Issuance of up to 25,311,388 shares of RPC common stock issuable upon the full exchange andcancellation of the Company's outstanding notes and loans. * Issuance of 2% of outstanding shares of RPC common stock in exchange for cash consulting fees due under the Company's consulting agreement with Cantone Asset Management LLC. * Issuance of up to 708,261 shares of RPC common stock issuable upon the full exchange and cancellation of underlying the Bridge Loan and related warrants conducted in September 2009. * Issuance of 1% of outstanding shares of RPC common stock in exchange for cash consulting fees due under the Company's placement agent of the Series 1 and Series 2 notes transaction completed in the first and second quarter of FY2010. * Future rights for RPC management to issue additional shares of common stock upon exercise of the Registered Direct Offering Warrants if and when required pursuant to further implementation of the anti-dilution rights granted in the warrants. * Issuance of up to 2,194,157 shares of RPC common stock issuable upon the conversion of the principal and interest of certain notes and excise of warrants issuable upon conversion for not holders extending the maturity date of the September 2010 note. * Issuance of 85,648,836 shares of potentially issuable RPC common stock below the greater of a share of RPC's common stock book or market value at the time of issuance issuable pursuant to the financings that RPC completed in the first and second quarter of FY2010. * Amendment of RPC's certificate of incorporation to increase the Company's authorized shares of capital stock. * A new 2010 stock option plan to incentivize management and employeesto drive RPC's IVD business to new heights in sales and profitability in FY2010 andbeyond. The only initiative unapproved was the issuance of shares underlying the warrants issued in the November 2009 Registered Direct Offering. According RPC Chairman and CEO Douglas MacLellan, "We thank all of our shareholders for their support and greatly appreciate the valuable feedback and insights offered to our executive management team and board of directors. Our collective team remains deeply committed to building long-term value for all of our shareholders, especially through the continued international commercialization of our Onko-Sure in vitro diagnostic cancer test and monetization strategy and plan for our China-based subsidiary Jade Pharmaceuticals Inc. Our goal remains on delivering life-saving IVD oncology products to patients and healthcare providers worldwide in a manner where we successfully drive sustainable and profitable growth for our Company." About Radient Pharmaceuticals Headquartered in Tustin, Calif., Radient Pharmaceuticals Corporation -- http://www.Radient-Pharma.com/-- is engaged in the research, development, manufacturing, sale and marketing of its ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States, Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world. Radient said in October 2010 it incurred a trigger event on the 12% Convertible Notes issued in first and second quarter of 2010 due to its failure to have the related registration statement declared effective by June 1, 2010. The Company filed on Sept. 7, 2010, an Event of Default under those same notes occurred since it did not hold the related shareholder meeting by August 31, 2010. As reported in the Troubled Company Reporter on April 19, 2010, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred a significant operating loss and negative cash flows from operations in 2009 and had a working capital deficit of $4.2 million at December 31, 2009. RADIO ONE: Moody's Confirms 'Caa1' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service confirmed the Caa1 rating for Radio One, Inc.'s Corporate Family Rating and confirmed its Caa2/LD Probability of Default Rating. As outlined below, Moody's also assigned ratings to the amended/restated bank revolver facility due 2012, amended/restated term loan due 2012, and new senior subordinated notes due 2016 as part of the proposed note exchange and refinancing. These actions conclude the review that was initiated on August 18, 2010. After several months of negotiations, Radio One succeeded in coming to an agreement with its note holders and lenders and is expected to complete its proposed exchange offer by issuing new senior subordinated notes to take out its 8.875% senior subordinated notes due 2011 and 6.375% senior subordinated notes due 2013. In addition to the note exchange, the company amended and restated its revolver and term loan facilities. The LD designation is due to the limited default related to a blocked August 16, 2010 interest payment on the 6.375% senior subordinated notes as well as the pending exchange of the these notes at less than par (95%). After three business days from the note exchange being completed, the limited default "/LD" designation will be removed. Issuer: Radio One, Inc. These ratings were confirmed: * Corporate Family Rating -- confirmed Caa1 * Probability of Default Rating -- confirmed Caa2/LD (LD will be removed three business days after completion of the proposed exchange) This rating is upgraded: * $23.7 million first lien term loan (original amount of $300 million) due 2012 (tranche A) -- upgraded to B1, LGD2, 12% from B2, LGD2, 17% These ratings were assigned: * Amended & restated $38.8 million first lien revolver due 2012 (with up to $18.8 million of sub-limits) -- B1, LGD2, 12% * Amended & restated $323.0 million first lien term loan due 2012 (tranche B) -- B1, LGD2, 12% * New 12.5%/15.0% senior subordinated Notes due 2016-Caa3, LGD4, 61% These ratings will be withdrawn upon closing of the transactions: * $400 million existing senior secured revolving facility --B2, LGD2, 17%, to be withdrawn * 8.875% senior subordinated notes due 2011 -- Caa3, LGD6-96%, to be withdrawn * 6.375% senior subordinated notes due 2013 -- Caa3, LGD6-96%, to be withdrawn * New second lien notes due 2016 -- B3, LGD4, 55%, to be withdrawn Rating Rationale Upon closing of the pending transactions, the Caa1 corporate family rating will reflect Radio One's high pro forma debt-to- EBITDA leverage of approximately 8.0x (incorporating Moody's standard adjustments) mitigated by improved operating performance due to expected political advertising gains in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to a weak 1Q10. Despite expected growth in EBITDA and improving debt-to-EBITDA leverage ratios, reported debt balances will remain flat at approximately $655 million for the next 12 months due to the anticipated funding of the TV One capital call as well as the potential accretion of the PIK portion of the new 12.5%/15% subordinated notes due 2016. Incorporated in the rating is Radio One's large market presence and niche focus targeting the African-American audience. The company's reliance on four of its sixteen markets for approximately half of its revenues and up to $29 million in potential funding requirements related to the company's ownership in TV One and Reach Media weigh on Radio One's rating. For the nine months ended September 30, 2010, the company reported revenues of $209 million in line with expectations and 2% ahead of revenues for the same nine months last year. Given the 18 month maturity of the bank credit facilities and resetting of financial maintenance covenants with a 10-15% cushion, Radio One is positioned to grow revenues and EBITDA which would facilitate refinancing of bank facilities. Moody's expect Radio One to address refinancing of debt facilities well in advance of the 2012 maturities; accordingly, ratings incorporate the likelihood that restrictions under the new bank credit agreement governing liquidity, dividends, and financial maintenance covenants will be revised. The stable outlook assumes the closing of the exchange notes and bank debt refinancing as well as Moody's expectation that the company will reduce debt-to-EBITDA ratios as economic pressures wane, operating performance improves, and 4-5% free cash flow is applied to reduce debt or enhance liquidity. The outlook also reflects the expectation that the company will maintain good liquidity and will fund the remaining $13.7 million TV One capital call in the near term with cash and a portion of the $13.7 million revolver sub-facility provided specifically for this capital call. Ratings could be upgraded if the company refinances the revolver and term loan maturing June 2012 and debt-to-EBITDA leverage ratios are sustained below 7.0x (incorporating Moody's standard adjustments) as a result of an improving economic environment and greater advertising demand in combination with free cash flow being applied to reduce debt balances. Ratings could be downgraded if revenues and EBITDA are negatively impacted by a deeper and longer downturn in advertising spending than expected resulting in debt-to-EBITDA leverage ratios greater than 9.50x. Increased debt levels due to discretionary items including, share repurchases or the funding of increasing ownership of current investments could also negatively impact ratings, particularly if these actions impair liquidity. The most recent rating action for Radio One was on September 20, 2010 when Moody's repositioned Radio One Inc.'s Probability of Default Rating to Caa2/LD, from Caa2, following expiration of the 30-day grace period under the indenture governing the company's 6.375% senior subordinated notes due 2013. The August interest payment was not made in accordance with the scheduled terms, and Moody's treats the failure to meet the original contractual terms as a limited default. Upon closing of the proposed exchange offer, the company will make the missed interest payment in addition to refinancing senior subordinated notes due 2011 and 2013 with new senior subordinated notes due 2016. Radio One Inc., headquartered in Lanham, Maryland, is an urban oriented multi-media company that operates or owns interests in broadcasting stations (53 stations in 16 markets), a cable television network, and Internet-based properties, largely targeting the African-American audience. The Chairperson and President (Chairperson's son) hold approximately 92% of the outstanding voting power of the common stock. The company reported sales of approximately $275 million through the 12 months ending September 30, 2010. ROCK US: Sale of Office Tower in Manhattan Closes for $93.5MM ------------------------------------------------------------- A Dallas-based investment firm and a New York real-estate company closed a deal to buy a 17-story office tower at 100-104 Fifth Ave. in Manhattan for $93.5 million, according to brokers involved with the deal, Dow Jones' Small Cap reports. The Troubled Company Reporter reported on Dec. 3, 2010, that affiliates of Rock US Holdings have won confirmation of their Chapter 11 plan. A plan was approved for the property on Madison Avenue in Manhattan and another for the sale of the building on Fifth Avenue in Manhattan. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Rock US entities filed under Chapter 11 on Sept. 15 aiming for quick confirmation of a reorganization plan selling the 100-104 Fifth Ave. and 183 Madison Ave. buildings for a combined $168.7 million. The plan was accepted before the Chapter 11 filing by Bank of Scotland Plc, the agent to the lenders owed $267 million on a senior debt and $26 million on a subordinated obligation. The plan assumed that no creditors aside from the senior lenders would receive anything. About Rock US Holdings Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection on September 15, 2010 (Bankr. D. Del. Case No. 10-12892). Affiliates Rock US Investments LLC (Bankr. D. Del. Case No. 10-12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D. Del. Case No. 10-12894), and Rock New York (183 Madison Avenue) LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11 petitions. In their petitions, Rock US Holdings and Rock US Investments each estimated under $50,000 in assets and $100 million to $500 million in debts as of the Petition Date. Rock New York (100-104) and Rock New York (183 Madison) each estimated $100 million to $500 million in both assets and debts. Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard PA, are the Debtors' general bankruptcy counsel. Hogan Lovells US LLP is the Debtors' special corporate and Litigation counsel. Jones Day is the Debtors' special real estate counsel. SALERNO PLASTIC: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Petitioner: Bernard Brunet Chapter 15 Debtor: Salerno Plastic Film and Bags (USA) Inc. aka Salerno Plastic Corp. 14 Gus Lapham Lane Plattsburgh, NY 12901 Chapter 15 Case No.: 10-14504 Type of Business: The Debtor is a manufacturer of plastic films and standard and custom bags. Chapter 15 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of New York (Albany) Debtor's Counsel: Peter A. Pastore, Esq. MCNAMEE, LOCHNER, TITUS & WILLIAMS, PC P.O. Box 459 677 Broadway Albany, NY 12201-0459 Tel: (518) 447-3246 E-mail: pastorepa@mltw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of creditors together with its petition. SAUL ROWEN: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Saul Harold Rowen 4744 Park Encino Lane, #213 Encino, CA 91436 Bankruptcy Case No.: 10-25360 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Peter T. Steinberg, Esq. STEINBERG NUTTER AND BRENT 23801 Calabasas Road, Suite 2031 Calabasas, CA 91302 Tel: (818) 876-8535 Fax: (818) 876-8536 E-mail: mr.aloha@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-25360.pdf SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating to $500 Mil. Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Seagate Technology plc's proposed offering of $500 million of eight-year, senior unsecured notes. The notes are expected to be issued by Seagate HDD Cayman, a direct wholly-owned subsidiary of Seagate Technology HDD Holdings and will be guaranteed by Seagate. The HDD Cayman debt is contractually and structurally subordinate to Seagate Technology International's $415 million of 10% senior secured second-priority notes due April 2014. The proceeds from the offering will be used to repay, redeem and/or repurchase a portion of Seagate's outstanding debt and for general corporate purposes. Fitch currently rates Seagate and its wholly-owned subsidiaries: Seagate -- Issuer Default Rating 'BB+'. HDD Cayman -- IDR 'BB+'; -- Senior unsecured notes 'BB+'. STI -- IDR 'BB+'; -- Secured second lien notes 'BBB-'. The Rating Outlook is Stable. The ratings and Stable Outlook reflect: -- Fitch's expectations that an improving supply and demand balance in the hard disk drive industry will provide a more favorable HDD pricing environment, thereby at least stabilizing Seagate's gross margin sequentially in the near term. Furthermore, manageable HDD inventory levels and solid end-market demand in the commercial sector due to ongoing refresh of existing aging infrastructure (PCs and servers) supports HDD unit shipment growth. Dell recently noted that HDD pricing has neared the bottom in terms of deflation and pricing could increase as capacity moves offline. -- Seagate's maintenance of solid liquidity supported by $2.1 billion of cash, the vast majority of which is readily accessible without adverse tax considerations, generally positive annual free cash flow and a staggered debt maturity schedule. In the latest 12 months ended Oct. 1, 2010, FCF increased to $991 million compared with $282 million in the year-ago period, reflecting considerable strength in the first six months of the LTM period partially offset by $56 million of negative FCF in the second half due to sizable capital expenditures totaling $625 million. -- Broad product portfolio, leading revenue market share in the overall hard disk drive industry. -- The company's scale and vertically integrated model, which reduces per-unit manufacturing costs. -- Continued growth of digital rich media by consumers and enterprise storage requirements, which bode favorably for longer term HDD unit demand. Rating concerns include: -- Substantial volatility in earnings and free cash flow due to the cyclicality of the HDD industry and significant fixed costs. -- Event risk associated with a potential revival of recently unsuccessful leveraged buyout negotiations or implementation of aggressive shareholder friendly activities, primarily debt-financed share repurchases. Fitch notes Irish law prohibits Seagate's subsidiaries from issuing debt guaranteed by Seagate for the purpose of funding share repurchases. However, Fitch believes the company retains considerable flexibility with respect to using existing cash on hand or potentially issuing debt guaranteed by a Cayman Islands entity to fund share repurchases. Subsequent to the proposed $500 million debt offering, Fitch believes Seagate has up to $1.5 billion of incremental debt capacity remaining without adversely affecting its IDR of 'BB+', assuming no material deterioration in liquidity and/or financial performance. -- Long-term threat of technology substitution from NAND flash- based solid state drives, including risk of consumers substituting traditional notebooks with HDDs for media tablets equipped with flash-based storage. -- Consistent declines in average selling prices for HDDs due to intense competition and low switching costs. -- Seagate's ability to sustain a time to market advantage critical to achieving market share gains and maintaining overall profitability, given formidable competition, especially from Western Digital Corporation and Hitachi Global Storage Technologies. Fitch estimates total debt is approximately $2.2 billon, primarily consisting of: -- $559 million of 6.375% senior notes due October 2011 (HDD Cayman); -- $415 million of 10% senior secured second-priority notes due April 2014; (STI) -- $600 million of 6.8% senior notes due October 2016 (HDD Caymen); -- $500 million of senior unsecured notes due 2020 (HDD Cayman). SEAGATE HDD: Moody's Assigns 'Ba1' Rating to $500 Mil. Notes ------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to the proposed $500 million 8-year senior unsecured notes offering to be issued by Seagate HDD Cayman, a wholly-owned subsidiary of Seagate Technology HDD Holdings. The rating outlook is stable. Net proceeds are expected to be used for general corporate purposes and to repay existing debt. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. Rating actions and assessment revisions include these: Issuer: Seagate HDD Cayman Assignments: * $500 Million Senior Unsecured Notes due 2018 -- Ba1 (LGD-4, 63%) LGD Assessment Revisions: * $600 Million Senior Unsecured Notes due May 2020, currently Ba1, LGD assessment revised to (LGD-4, 63%) from (LGD-4, 62%) Issuer: Seagate Technology HDD Holdings * Corporate Family Rating -- Ba1 * Probability of Default Rating - Ba1 * Speculative Grade Liquidity Rating - SGL-1 * $415 Million ($430 Million original face amount) Guaranteed Senior Secured Second Priority Notes due May 2014, currently Baa3 (LGD-2, 20%) LGD Assessment Revisions: * $559 Million ($600 Million original face amount) Senior Unsecured Notes due October 2011, currently Ba1, LGD assessment revised to (LGD-4, 63%) from (LGD-4, 62%) * $599 Million ($600 Million original face amount) Senior Unsecured Notes due October 2016, currently Ba1, LGD assessment revised to (LGD-4, 63%) from (LGD-4, 62%) Ratings Rationale Seagate's Ba1 Corporate Family reflects its leading position with the broadest product offering in the hard disk drive industry as well as its proven ability to generate significant amounts of profits and free cash flow during business upcycles that provide cushion to withstand cyclical downturns. In addition, it recognizes Seagate's recent good execution on time-to-market transition and delivery of new product introductions in FY10, as well as its streamlined manufacturing footprint, integrated supply chain and improved capital allocation that can quickly accommodate abrupt spikes/contractions in short-term demand. At the same time, the CFR incorporates significant variability in EBITDA as a result of Seagate's single product-line focus, HDD industry volatility and intense competition. The HDD sector is characterized by short product life cycles, commoditization, periods of excess capacity and maturation-linked average selling price erosion. Consequently, the rating incorporates the significant R&D investments and capital intensity that Seagate must continually deploy in order to develop and manufacture next- generation products with richer ASPs as margins on its existing products decline. The Ba1 rating for the proposed senior unsecured notes reflects their lower priority claim relative to Seagate's guaranteed senior secured second priority notes. The stable rating outlook incorporates Moody's favorable long-term outlook for HDD storage products offset by Moody's near-term expectation of moderating volume growth and pressure on ASPs. Despite reduced revenues, Moody's anticipate Seagate will remain profitable and generate positive FCF with gross margins at least in the low to mid-20% range. The CFR could be upgraded if the company achieved a more variable cost structure, a reduction in gross debt below $1 billion, adjusted EBITDA above average historical levels (i.e., greater than $1.6 billion) and balance sheet cash of at least $1.75 billion. Seagate's Ba1 CFR could be downgraded if the company experienced a loss of technological leadership that led to sustained market share losses in the HDD industry and resulted in lower profitability. Additionally, Moody's could downgrade the rating to the extent the company generated operating losses and/or negative FCF on a sustained basis. Seagate's SGL-1 speculative grade liquidity rating reflects the company's strong balance sheet liquidity with $2.1 billion of cash and short-term investments as of October 1, 2010 and robust LTM FCF generation of nearly $1 billion. Going forward, Moody's expect FCF to moderate as volumes and ASPs decline stemming from the subsiding corporate PC refresh cycle and a slowing global economy. Since the company terminated its $350 million secured revolver earlier this year, Seagate is not subject to bank financial covenants. Though the lack of a credit facility somewhat detracts from the overall SGL rating, Seagate's sizable cash balance, expected positive FCF generation and access to debt capital markets collectively alleviate the need for external financing over the near-term. Moody's notes that Seagate's board of directors recently authorized the company to repurchase up to $2 billion of its outstanding common shares. Moody's expects share buybacks to be implemented over a multi-year period and sized within the cash generating capabilities of the business. The last rating action was on April 29, 2010, when Moody's raised Seagate's CFR to Ba1 with a stable outlook from Ba2. With headquarters in Scotts Valley, CA, and revenues of $11.4 billion for the twelve months ended October 1, 2010 (LTM), Seagate is the worldwide revenue leader in the design, manufacture and marketing of disk drive products used as the primary medium for storing electronic information in systems ranging from personal computers and consumer electronics to data centers. SEAGATE HDD: S&P Assigns 'BB+' Rating to $500 Mil. Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB+' senior unsecured rating to $500 million of new notes issued by Seagate HDD Cayman and guaranteed by Seagate Technology plc and immediately placed the rating on CreditWatch with negative implications. The recovery rating is a '3', indicating prospects for meaningful (50%-70%) recovery in the event of a payment default. S&P placed Seagate Technology's 'BB+' corporate credit rating and all other Seagate issue-level ratings on CreditWatch with negative implications on Oct 15, 2010. S&P kept the ratings on CreditWatch despite the recent termination of going private discussions, reflecting the prospects for a more aggressive financial policy, which S&P believes could lead to higher leverage and less liquidity over time. S&P intend 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 expect that the corporate credit rating will remain in the 'BB' category. Ratings List Seagate Technology Corporate Credit Rating BB+/Watch Neg/-- Ratings Assigned Seagate Technology Senior Unsecured $500 mil notes BB+/Watch Neg Recovery Rating 3 SEALY CORP: Kohlberg Kravis' Stephen Ko Resigns from Board ---------------------------------------------------------- As a result of his expanding international duties at Kohlberg Kravis Roberts and Co., Stephen Ko resigned as a member of the Board of Directors of Sealy Corporation effective November 30, 2010. Mr. Ko did not serve on any committees of the Board of Directors and did not have any disagreements with the Company. To fill the vacancy resulting from Mr. Ko's resignation, the Board of Directors of the Company appointed Simon E. Brown to serve as a director of the Company effective November 30, 2010. Mr. Brown was not appointed to serve on any Committee of the Board of Directors. Mr. Brown will receive the Company's standard non- management director retainer and fees. Mr. Brown has been affiliated with KKR, Sealy's largest shareholder, since 2003. He heads KKR's Consumer Products & Services team in North America and is currently a member of the board of directors of The Nielson Company BV. He was on the KKR team that made KKR's original investment in Sealy during 2004. Mr. Brown served on Sealy's Board of Directors during 2004 and 2005. Prior to joining KKR, Mr. Brown's experience in the private equity industry included working at: Madison Dearborn Partners, Thomas H. Lee Company and Morgan Stanley Capital Partners. He holds a B.Com, First Class Honours, from Queen's University and an M.B.A. with High Distinction from Harvard Business School, where he was a Baker Scholar and John Loeb Fellow. About Sealy Corp. Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) -- http://www.sealy.com/-- is the largest bedding manufacturer in the world with sales of $1.5 billion in fiscal 2008. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), including SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns & Foster(R), and Bassett(R) brands. Sealy operates 25 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to approximately 3,000 customers with more than 7,000 retail outlets. The Company's balance sheet at Aug. 29, 2010, showed $964.88 million in total assets, $206.78 million in total current liabilities, $749.66 million in long-term obligations, $58.00 million in other liabilities, $875,000 in deferred income tax liabilities, and a stockholders' deficit of $95.43 million. Sealy carries 'B' local and issuer credit ratings from Standard & Poor's. SEAN COUTTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Sean M. Coutts Nadia M. Gaber 1172 South Dixie Highway, #453 Coral Gables, FL 33146 Bankruptcy Case No.: 10-47289 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtors' Counsel: Lynn H. Gelman, Esq. 1450 Madruga Avenue, #408 Coral Gables, FL 33146 Tel: (305) 668-6681 Fax: (305) 668-6682 E-mail: lynngelman@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-47289.pdf SHELDRAKE LOFTS: Wants April 7 Plan Proposal Exclusivity Extension ------------------------------------------------------------------ Sheldrake Lofts LLC asks the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to extend its exclusive periods to file a plan of reorganization until April 7, 2011, and to solicit acceptances to the plan until June 9, 2011. The Debtor said that while its bankruptcy case may not be a large one with respect to the number of creditors, or the amount of assets when compared to other Chapter 11 cases in the district, it is not a small or simple case. Remediation Capital Funding, LLC's claim is well over $10 million, general unsecured claims exceed $1 million and the value of the Debtor's real property is between $3-15 million. The Debtor is also asserting significant claims against the Village, RCF and the Cozen Firm totaling tens of millions of dollars. The Debtor stated, "There are various legal and factual issues of a significant magnitude and complexity relating to the Article 78 proceedings that need to be addressed in the pending litigation, before the Debtor can file a viable plan. If it is determined that the Debtor is entitled to a building permit, that will be a 'game-changer' for this Chapter 11 case and provide the foundation for a viable plan. Additionally, there are significant legal and factual issues that need to be litigated with respect to RCF's claim and lien and, once there is a resolution of such matters, the Debtor believes it will be in a position to commence negotiations with RCF regarding a plan or, alternatively, file a cram-down plan." New Rochelle, New York-based Sheldrake Lofts LLC owns several contiguous parcels of real property in the Village of Mamaroneck situated along the Sheldrake River: 270 Waverly Avenue, 206-208 Waverly Avenue, 188 Waverly Avenue. It filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D.N.Y. Case No. 10-23650). David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and its debts at $10 million to $50 million as of the Petition Date. SHERWOOD FARMS: Secured Creditor Wants Trustee to Take Over ----------------------------------------------------------- Centennial Bank asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the appointment of a Chapter 11 trustee in Sherwood Farms, Inc.'s bankruptcy case. Centennial is a secured creditor of the Debtor in the principal amount of $5,291,879.72. Centennial holds a first mortgage lien on the Debtor's real property in Lake County, Florida. According to Centennial Bank, Debtor failed to manage its bankruptcy case and breached its fiduciary duties to all creditors. Centennial points out that the Debtor's Statement of Financial Affairs shows that the Debtor generated nearly $3 million in gross income in 2008, and then over $3 million in gross income in 2009. "These numbers are impressive given the state of the American economy in 2008 and in 2009. However, based on the Debtor's monthly operating reports, the Debtor will likely not even generate income in excess of $1 million this year. The nearly $2 million drop in income in less than one year after an increase in revenue for the year before is either curious or telling," Centennial stated. The secured creditor also points out that according to the monthly operating reports, nearly each month at least one employee is leaving the Debtor's employ. The Debtor's payroll expense, however, does not reflect a corresponding reduction in salary expense. Centennial added that a time when the Debtor is operating at a loss every month, Julian Benscher, who is the practical owner of the Debtor, continues to accept salary based on an annual salary in excess of $100,000. "Within the year prior to the bankruptcy, not only did Julian Benscher receive and annual salary in excess of $100,000, Julian Benscher also caused the Debtor to repay a loan extended by him," Centennial said. Centennial stated, "The Debtor has had an opportunity to have a disclosure statement approved and a plan confirmed, but the disclosure statement was woefully inadequate and was not approved." The amended disclosure statement contains the same infirmities as the initial disclosure statement, Centennial claimed. "Based on historical figures, the farm may likely be profitable under different management. It certainly generated significant income last year during a recession," Centennial said. Shortly before the bankruptcy filing, Centennial conducted an appraisal of the real property and the appraisal concluded that, as an operating farm, the real property was valued at $6 million. Centennial believes there are third parties who are interested in purchasing the Debtor's assets or operations. Unlike with conversion, a Chapter 11 Trustee has the ability to operate the business so as to preserve going concern value pending the marketing and sale of the business. Centennial belies that by appointing a Chapter 11 Trustee, and removing current mismanagement, it is possible that the Debtor's operations could generate income similar to income generated only a year ago in 2009. Centennial is represented by GrayRobinson, P.A. About Sherwood Farms Groveland, Florida-based Sherwood Farms, Inc., is a grower and wholesaler of orchids. Sherwood said owes $7 million to first and second-lien lenders. Sherwood said in a filing that cash, accounts receivable, inventory, and real property are worth $8 million. The Company filed for Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578). Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. The Company's affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition. SHILO INN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Shilo Inn, Killeen, LLC 11600 SW Shilo Lane Portland, OR 97225-5995 Bankruptcy Case No.: 10-62057 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: David B. Golubchik, Esq. John-Patrick M. Fritz, Esq. LEVENE NEALE BENDER RANKIN ET AL 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: dbg@lnbrb.com jpf@lnbrb.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Christopher Campbell, authorized agent. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- In re Shilo Inn, Diamond Bar, LLC 10-60884 11/29/10 Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Killeen Economic Development Corp. Promissory Note $200,000 P.O. Box 548 Harker Heights, TX 76548 Hohmann, Taube & Summers LLP Pre-Petition $10,039 A/R 100 Congress Avenue, 18th Floor Austin, TX 78701 World Cinema Inc Trade Payables $6,644 A/R 9801 Westheimer, #409 Houston, TX 77042-3653 Paradigm Tax Group 2010 Tax Reduction $6,608 TXU Energy Electric $5,379 Grainger Inc Reg Sup $3,511 Liberty Mutual Mth Svc $3,418 The Irwin-Hodson Company Res Sup $3,218 Atmos Energy Gas Bill $2,281 Surface Scapes Mth Svc $2,273 Ernest Packaging Sol Reg Sup $2,215 Baltic Linen Company Inc Reg Sup $1,724 Resort Supply Inc Reg Sup $1,651 Taskar Kibbee & Associates PC Accounting Services $1,500 Office Depot Inc Reg Sup $1,455 Portland Lighting Inc Reg Sup $1,414 Washington Automated Inc Reg Sup $1,366 Boyd Coffee Company Reg Sup $1,209 Trellis Earth Products Reg Sup $1,007 Ball Janik, LLP Bankruptcy Issues $990 STERLING FINANCIAL: Extends Rights Plan to Preserve Tax Assets -------------------------------------------------------------- Sterling Financial Corporation has entered into an amendment to its Shareholder Rights Plan designed to preserve substantial tax assets. The amendment extends the expiration of the Rights Plan until August 26, 2013. Sterling's Board of Directors originally adopted the Rights Plan on April 14, 2010 and has concluded that extending the Rights Plan is in the best interests of Sterling and its shareholders. The plan is similar to tax benefit preservation plans adopted by other public companies with significant tax attributes. Sterling's tax attributes include net operating losses, capital losses and certain built-in losses that it could utilize in certain circumstances to offset taxable income and reduce its federal income tax liability. Sterling's ability to use its tax attributes would be substantially limited if there were an "ownership change" as defined under Section 382 of the Internal Revenue Code and related Internal Revenue Service pronouncements. In general, an ownership change would occur if Sterling's "5-percent shareholders," as defined under Section 382, collectively increase their ownership in Sterling by more than 50 percentage points over a rolling three-year period. Five-percent shareholders do not include certain institutional holders, such as mutual fund companies, that hold Sterling equity securities on behalf of several individual mutual funds where no single fund owns 5 percent or more of Sterling equity securities. The Rights Plan is designed to discourage such an ownership change. About Sterling Financial Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA) -- http://www.sterlingfinancialcorporation-spokane.com/-- is a bank holding company, organized under the laws of Washington State in 1992. The principal subsidiaries of Sterling are Sterling Savings Bank and Golf Savings Bank. Subsequent to June 30, 2010, Golf Savings Bank was merged with and into Sterling Savings Bank, with the mortgage banking operations of Golf Savings Bank continuing to operate as a division of Sterling Savings Bank. The Company's balance sheet as of June 30, 2010, showed $9.738 billion in total assets, $9.545 billion in total liabilities, and a stockholders' equity of $193.1 million. * * * As reported in the Troubled Company Reporter on March 22, 2010, BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant net losses during 2009 and 2008, a decline in regulatory capital to support operations, and regulatory issues. Sterling currently is categorized as being significantly undercapitalized pursuant to regulatory guidelines. Both Sterling and Sterling Savings Bank are currently operating under regulatory agreements. Sterling has entered into a regulatory agreement with the Federal Reserve Bank of San Francisco, and Sterling Savings Bank has entered into a regulatory agreement with the FDIC and the Washington Department of Financial Institutions. Both agreements require, among other things, a return to "well capitalized" status. STONE SURFACES: Banks Extend Cash Collateral Use Until Feb. 28 -------------------------------------------------------------- Judge Thomas J. Catliota approves a stipulation and consent order granting Stone Surfaces MD, Inc., authority to use cash collateral through and including February 28, 2011. Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A., and SunTrust Bank have consented to the Debtor's use of cash collateral. As further adequate protection for Wachovia and SunTrust's interests as of the Petition Date in the Prepetition Collateral, the Debtor will pay to each Wachovia and SunTrust $1,500 on December 1, 2010, January 1, 2011, and February 1, 2011. The Adequate Protection Payments will be applied to reduce the outstanding indebtedness owed by the Debtor. The Debtor has agreed to withdraw pending motions to value each of Wachovia's and SunTrust's Collateral. A copy of the Stipulation and Consent Order, dated November 30, 2010, is available at http://is.gd/it39Efrom Leagle.com. Dale K. Cathell, Esq. -- dale.cathell@dlapiper.com -- at DLA Piper in Baltimore, Maryland, represents Wells Fargo Bank, successor by merger to Wachovia. Karen A. Doner, Esq. -- kdoner@rothdonerjackson.com -- at Roth Doner Jackson, plc, in McLean, Virginia, represents SunTrust Bank. Stone Surfaces MD, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-10492) on January 8, 2010, listing under $10 million in assets. Christopher L. Hamlin, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., in Greenbelt, Maryland, serves as the Debtor's counsel. STOR-TYME SELF: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Stor-Tyme Self Storage, A General Partnership 1565 The Alameda San Jose, CA 95126 Bankruptcy Case No.: 10-54760 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive, Esq. Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 E-mail: mail@asmithlaw.com Scheduled Assets: $4,508,886 Scheduled Debts: $5,056,069 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-54760.pdf The petition was signed by Sibyl Titus, partner. SUNCAL COS: 2nd Circuit Blocks Suit v. Lehman Brothers ------------------------------------------------------ The U.S. Court of Appeals for the Second Circuit affirmed a September 10, 2010 judgment of the District Court for the Southern District of New York (Holwell, J.), affirming two bankruptcy court orders (1) approving the unwinding of a transaction between certain Lehman entities and third-party entities; and (2) denying SunCal Communities LLC relief from the automatic stay arising from the bankruptcy filing of Lehman Commercial Paper, Inc. Circuit Judges Robert D. Sack, Robert A. Katzmann and Gerard E. Lynch affirmed the U.S. Bankruptcy Court in Manhattan's previous rulings, saying the butting of heads is an "inevitable result" of bankruptcy proceedings occurring in two different courts. Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, says the ruling casts doubt upon SunCal's legal strategy in the bankruptcies of several of its stalled California projects. Its bankruptcy plan for the developments was centered on the lawsuit the appeals court prevented it from pursuing. SunCal is attempting to sue Lehman in California to push Lehman's claims against SunCal's properties in bankruptcy behind those of its unsecured creditors. SunCal has filed a bankruptcy-exit plan in the California Chapter 11 case, funded in part by the sale of some of its projects to investment firm D.E. Shaw & Co., which would pay almost all creditors in full, except for Lehman. Judge James Peck, which oversees Lehman's own bankruptcy case, rejected SunCal's request to lift the bank's "automatic stay" protections to allow the developer to proceed with the lawsuit. According to DBR, SunCal General Counsel Bruce Cook said Wednesday that the developer will now turn its attention to a pending appeal of the bankruptcy appellate panel's decision. DBR notes SunCal went to Judge Peck in Manhattan after the bankruptcy appellate panel for the Ninth U.S. Circuit Court of Appeals in California ruled that SunCal must ask Judge Peck to lift the automatic stay before it could proceed with its lawsuit. "The Second Circuit's decision was to defer to the Ninth Circuit," Mr. Cook said. "While we would have preferred a decision ruling that the Lehman stay did not apply to the California cases, this result is much preferable to a decision that the stay did apply." The Second Circuit said the Ninth Circuit is the appropriate venue for that decision. "We hold that the [New York] bankruptcy court acted within its discretion in deferring to the Ninth Circuit on whether the stay applies," the ruling stated. SunCal also sought to prevent Lehman from buying back seven loans totaling $1.5 billion from affiliate Fenway Capital LLC. SunCal had sought to prevent that transaction because the purchase puts those assets further from its grasp. DBR notes the loans are tied to the properties at the center of the dispute between Lehman and SunCal. According to DBR, SunCal previously balked at the repurchase of those loans, saying that Lehman may have an "undisclosed objective" for the deal -- to shield those assets behind the automatic stay provision. Judge Peck, however, allowed the transaction to proceed in June. DBR notes the parties' dispute stems from SunCal's allegations that Lehman reneged on a promise to fund its real-estate projects in an effort to squeeze the land developer and to take over the projects for itself. Lehman, which denies it acted improperly, pumped more than $2.3 billion into various projects of SunCal during the height of last decade's California real-estate boom. The investment bank says SunCal failed to maintain the projects, which prompted it to foreclose on some of the properties. A copy of the Second Circuit's December 8 Amended Summary Order is available at http://is.gd/itif2from Leagle.com. About SunCal Companies SunCal Companies -- http://www.suncal.com/-- has more than 250,000 residential lots and 10 million square feet of commercial space in various stages of development throughout California, Arizona, Nevada and New Mexico. Some of SunCal's communities include Amerige Heights in Fullerton, Lincoln Crossing near Sacramento and Terra Lago and Fairway Canyon near Palm Springs. SunCal Companies recently added an active-adult, commercial, homebuilding, multifamily and urban divisions; and expanded to Florida, Texas and Washington, D.C. Irvine, California-based Palmdale Hills Property, LLC, develops real estate property. It filed for Chapter 11 protection on Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206). Affiliates who also filed separate Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD Development Corp. Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents Palmdale Hills in its restructuring effort. The Company estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SUPERVALU INC: Moody's Downgrades Corporate Family Rating to 'B1' ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of SUPERVALU Inc. to B1 from Ba3, and lowered the ratings of the senior unsecured debt of SUPERVALU and its subsidiaries to B2. The rating outlook is stable. This concludes the review of SUPERVALU and its subsidiaries started on September 8, 2010. Moody's considers it unlikely that SUPERVALU's performance metrics will meaningfully improve in the near term due to weak industry conditions as well as unique company factors. As a result, Moody's expect that SUPERVALU's credit metrics will remain in the range of debt/EBITDA of 5.0 and interest coverage around 1.3 times. Volatility in performance and credit metrics is likely to continue for an extended period as SUPERVALU implements its turnaround strategy. In Moody's opinion, SUPERVALU's debt maturity schedule is also a rating factor, as the company may need to borrow a meaningful amount under its revolving credit facility in early 2011 to bridge timing differences between upcoming debt maturities in advance of expected operating cash flow. Although management is highly focused on reducing long term debt, Moody's is concerned that pursuing this goal could restrict store investment for some time, potentially hurting the company's competitive positioning. SUPERVALU's capital structure restricts its potential for taking on secured debt, which reduces financing options and therefore inhibits its financial flexibility. SUPERVALU has launched an ambitious and, in Moody's view, necessary management and operational restructuring plan which was rolled out to managers and employees during the second half of 2010. The goals are to leverage SUPERVALU's scale to reduce costs while focusing on local merchandising and operations to meet the unique needs of each store. Moody's believes that this strategy will ultimately be beneficial to SUPERVALU's long term relevance, but is likely to cause disruption in the stores, employee base, and customer base during the rollout. Ratings Rationale The B1 Corporate Family Rating reflects Moody's expectation that credit metrics will remain weak and somewhat volatile, and that weak operating performance increases the stress of carrying out twin goals of reducing high levels of funded debt while improving the stores' appeal to customers. The ratings also recognize SUPERVALU's weak performance relative to competitors, and the operating and financial risks inherent in carrying out SUPERVALU's operational and management restructuring during a prolonged difficult environment for the entire supermarket sector. Ratings are supported by SUPERVALU's overall size in food retailing and distribution, its long-established regional brands, favorable geographic footprint and store locations, and the growth potential represented by its Sav-A-Lot chain and licensing arrangements. SUPERVALU's rating outlook is stable, reflecting Moody's expectations that the restructuring efforts will ultimately be successful and that the company will remain a sizable force in food retailing and distribution. Moody's also expect SVU to generate sufficient cash flow to gradually reduce funded debt over time, that metrics will improve as operational changes gain traction. That said, credit metrics will likely remain relatively weak over the near to intermediate term, with the risk of earnings volatility as SUPERVALU continues to refocus its operations. Over time, ratings could be upgraded if the company's restructuring efforts gain traction and result in a reversal of its revenue and earnings declines, while maintaining the quality of its store base, and an overall strengthening of its debt protection measures. Specifically, an upgrade would require the company to consistently maintain debt/EBITDA below 4.75 times, and EBITA to interest comfortably above 1.5 times. SUPERVALU's ratings could be downgraded if there is evidence of deterioration in its market position, as demonstrated by sustained sales and margins trending negative relative to peers. Ratings could also be downgraded if Moody's expected that debt protection measures will weaken such that debt to EBITDA will likely remain above 5.5 times or EBITA to interest below 1.25 times, for a sustained period of time. Ratings could also be downgraded if the company's liquidity were to weaken, These ratings have been downgraded and LGD point estimates changed: -- Corporate Family Rating to B1 from Ba3 -- Probability of Default Rating to B1 from Ba3 -- SUPERVALU Inc. Senior Unsecured Debt (all tranches) to B2 (LGD 4, 58) from Ba3 (LGD 4, 57) -- SUPERVALU Inc. Senior Unsecured Shelf and MTN programs to (P)B2 (LGD 4,58) from (P)Ba3 (LGD 4, 57) -- New Albertson's Inc. Senior Unsecured Debt (all tranches) to B2 (LGD 4, 58) from Ba3 (LGD 4, 57) -- New Albertson's Inc. Senior Unsecured Shelf and MTN programs to (P)B2 (LGD 4, 58) from (P)Ba3 (LGD 4, 57); -- American Stores Co. Senior Unsecured Debt (all tranches) to B2 (LGD 4, 58) from Ba3 (LGD 4, 57) SUSQUEHANNA REGIONAL: Moody's Keeps 'Ba1' Subordinate Lien Ratings ------------------------------------------------------------------ Moody's Investors Service has affirmed the Baa3 senior lien and Ba1 subordinate lien ratings on the Susquehanna Regional Airport Authority revenue bonds. The outlook is stable. The authority operates Harrisburg International Airport and three general aviation facilities: Capital City Airport, Franklin County Regional Airport, and Gettysburg Regional Airport. The rating is based on the airport's position in a competitive air service market, the economic condition of the local area, and the airport's strained finances. The stable outlook is based on recent strong recovery in enplanement levels that is expected to improve financial margins over the next twelve to eighteen months. Legal Security: Net revenues of the airport system. Interest Rate Derivatives: None. Strengths * Airlines that serve the airport have added seat capacity and new routes and American Airlines has introduced service, increasing enplanement levels by 6.9% in the first nine months of 2010 * Newly renovated airfield and terminal facilities should not require significant capital spending over the long-term and debt service requirements are level through 2033 * Senior lien debt service coverage is expected to remain at or above 2.0 times until senior lien amortization increases in 2017 Challenges * High debt levels are expected to keep financial and debt service coverage margins thin * Elevated cost per enplanement of $14.65 in 2009, which is significantly higher than Moody's medians, hinders ability to attract additional air carrier service * Historically volatile enplanement levels indicate a propensity for airlines to reduce service to this market in times of financial stress * Low cash reserves limit financial flexibility * The airport operates in a highly competitive environment with two larger airports in Philadelphia and Baltimore within 110 miles Recent Developments Operating performance at the airport is on the upswing as enplanements have increased 6.9% for the first 10 months of 2010. The airport's enplanements were only mildly impacted by the recession in 2008 and 2009 with decreases of -0.7% and -2.3%, respectively. However, heavier declines in 2005 and 2006 when other airports were adding service had already lowered their passenger levels. This year's growth has been a product of the return of American Airlines (equipment trust rated B1, stable outlook) to the market with service to Chicago and the growth of AirTran Airways, which has increased its enplanement levels 19.7% in the first 10 months of the year with service to Orlando, Fort Lauderdale, and, for the summer months, Atlanta. Competitive responses from United and Delta on the Chicago and Atlanta routes also helped to buoy enplanement levels. The enplanement growth is expected to enhance the airport's already strong senior lien debt service coverage from 1.97 times in 2009 to approximately 2.35 times in 2010. Total coverage is also expected to improve from a thin 1.12 times in 2009 to 1.31 times in 2010. Level debt service requirements going forward should help the airport to maintain acceptable coverage levels going forward. Senior lien coverage will likely fall beginning in 2017 as subordinate debt service falls away and senior lien debt requirements begin to fully amortize. The authority does not have any fiscal connection to the City of Harrisburg (rating withdrawn) or the member counties, so there has been no impact from the fiscal concerns of the city and the surrounding areas. The below-average economic conditions of the service area are expected to persist and will continue to limit enplanement growth; however, the budgetary and fiscal concerns of the local area governments should not have any impact on the authority's credit. The airport continues to face a host of challenges that Moody's believes will weigh on the rating over the long term. These include low cash balances, a difficult competitive position and high costs that will prevent the airport from managing activity downturns with rate increases in passenger parking or airline fees. The airport's airline cost per enplaned passenger remains well above Moody's U.S. airport medians at $14.65 in 2009. Management expects that figure to fall to approximately $13.27 with the enplanement growth of 2010, but costs will continue to remain high for the foreseeable future given the airport's high leverage. Debt per O&D enplaned passenger remains over $250, which is well above Moody's median of $78, but is lower than the $300 figure the airport was at when it was downgraded. Moody's expects debt amortization to reduce the airport's leverage over time as the airport has limited need for debt in the future. Currently SARAA's capital improvement plan includes only projects that are 95% funded by FAA Airport Improvement Program grants and 2.5% funded by state grants. The airport expects some debt, likely in four to five years in order to complete a reconstruction of the primary runway, which will also be 97.5% grant funded. The project is in the initial planning stages so cost estimates are not available. As the airport's only runway, it is also unclear how the reconstruction will impact operations. SARAA's liquidity position remains a concern with limited prospects for improvement. The debt service reserve fund is fully funded through $10.4 million in cash and a $7.1 million letter of credit from Sovereign Bank (rated A3, stable outlook) that expires in June 2013. The Sovereign bank LOC has been backed by the Bank of New York Mellon (rated Aaa, stable outlook), but that support will expire on December 21, 2010 reducing the certainty of payment for the LOC. In addition, unrestricted cash remains quite low with only 101 days cash on hand in 2009. Moody's expects this number will increase somewhat in 2010, but still remain at a fraction of the Moody's U.S. airport median of 456. These subpar liquidity factors reduce the airport's ability to manage unexpected costs or to protect bond holders in the event of severe financial stress. One additional concern is the airline agreement, which expired in December 2009 and there has been no new agreement put in place. The airport has negotiated a new agreement with the airlines which has been signed by Delta, US Airways, Federal Express, and UPS. The airport is waiting for final signatures from AirTran, American and United in the coming months. The new agreement is expected to be materially the same as the previous one; however, the new agreement will have a three year term with two one-year renewal options. Most airlines have requested a reduced amount of rented space, choosing to pay for additional space as needed. Moody's views this reduction and the shorter agreement term as lack of commitment by airlines to serving the market at higher levels, though this is not dissimilar to what has occurred at other small airports. This indicates that the airport's current growth is cyclical and Moody's expects that SARAA will likely continue to see enplanement fluctuations similar to what has occurred in the past. Outlook The stable outlook is based on increasing enplanements and adequate revenues that have returned financial margins to satisfactory levels. What could change the rating -- Up Sustained enplanement and revenue growth that widens financial margins and improves debts service coverage ratios could have a positive impact on the rating. What could change the rating -- Down Narrowing of financial margins, liquidity or debt service coverage due to reduced service from air carriers or additional deterioration of DSRF funding could have a negative rating impact. Key Indicators Type of Airport: O&D * Rate-Making MethodologyHybrid * FY2009 Enplanements: 625,781 * 5-Year Enplanement CAGR 2002-2007: -0.7% * FY 2009 vs. FY 2008 Enplanement growth: -3.4% * FY 2010 vs. FY 2009 YTD (Oct) Enplanement growth: 6.9% * % O&D vs. Connecting, FY 2010:100% * Largest Carrier by Enplanements FY 2009 (share): US Airways (27.3%) * Airline Cost per Enplaned Passenger, FY 2009: $14.65 * Debt per Enplaned Passenger, FY 2009: $256 * Bond Ordinance Debt Service Coverage, FY 2009: 1.12x * Seniors Debt Only 1.97x * Utilization Factor, FY 2009:1.2 Rated Debt * Series 2003A&B Airport System Revenue Bonds, $103.9 million, Baa3 * Series 2003D&E Subordinate Airport System Revenue Bonds, $23.81 million, Ba1 * Series 2008A&B Airport System Revenue Bonds, $44.8 million, Baa3 The last rating action was on March 28, 2008, when the ratings on the Series 2008 bonds were assigned and the parity bond ratings were affirmed. The Susquehanna Area Regional Airport Authority bond ratings were assigned by evaluating factors believed to be relevant to the credit profile of the issuer such as i) the business risk and competitive position of the issuer versus others within its industry or sector, ii) the capital structure and financial risk of the issuer, iii) the projected performance of the issuer over the near to intermediate term, iv) the issuer's history of achieving consistent operating performance and meeting budget or financial plan goals, v) the nature of the dedicated revenue stream pledged to the bonds, vi) the debt service coverage provided by such revenue stream, vii) the legal structure that documents the revenue stream and the source of payment, and viii) and the issuer's management and governance structure related to payment. 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. SWORDFISH FINANCIAL: Incurs $795,962 Net Loss in First 9 Months --------------------------------------------------------------- Swordfish Financial Inc. filed its Form 10-Qs for the quarters ended Sept. 30, 2010, June 30, 2010, and March 30, 2010, with the Securities and Exchange Commission. The Company reported net losses of: * $329,231 for the three months ended Sept. 30, 2010; * $186,848 for the three months ended June 30, 2010; and * $279,883 for the three months ended March 30, 2010. The Company's balance sheet at the end of the three quarters show: Total Total Stockholders' Assets Liabilities Deficit ------ ----------- -------- September 30 $3,719,900 $5,326,012 $1,606,112 June 30 3,736,904 5,103,065 1,366,161 March 30 3,751,687 4,931,000 1,179,313 A full-text copy of the Form 10-Q for the quarter ended September 30, 2010 is available for free at http://ResearchArchives.com/t/s?703a A full-text copy of the Form 10-Q for the quarter ended for June 30, 2010, is available for free at http://ResearchArchives.com/t/s?703b A full-text copy of Form 10-Q for the quarter ended March 30, 2010, is available for free at http://ResearchArchives.com/t/s?703c About the Company Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature Vision, Inc., designed, manufactured and marketed outdoor recreation products primarily for the sport fishing and hunting markets. Based on the limited assets, product lines and resources remaining after the M&I Business Credit LLC liquidation, Swordfish Financial, Inc. has decided that there is not enough remaining of the Nature Vision operations to continue as an outdoor recreations products company and will concentrate on the business on being an asset recovery company and using the financial resources recovered to retire the Company's debts and invest in other businesses domestically and internationally. Patrick Rodgers, CPA, PA, expressed substantial doubt against Swordfish Financial Inc.'s ability as a going concern because the Company has suffered recurring losses from operations and negative cash flows from operations the past three years. SYNIVERSE HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Tampa, Florida-based Syniverse Holdings Inc. The outlook is stable. At the same time, the existing 'BB-' corporate credit rating on operating subsidiary Syniverse Technologies Inc. remains on CreditWatch with negative implications. S&P will withdraw the ratings on Syniverse Technologies once the acquisition by private- equity sponsors The Carlyle Group is completed, which S&P expects will occur in the first quarter of 2011. Additionally, S&P assigned a 'BB-' issue-level rating and '2' recovery rating to Syniverse's proposed $1.025 billion senior secured term loan B and $150 million revolver. The '2' recovery rating indicates expectations for substantial (70%-90%) recovery in the event of payment default. S&P also assigned a 'B-' issue- level rating and '6' recovery rating to its proposed $475 million senior notes due 2018. The '6' recovery rating indicates expectations for negligible (0%-10%) recovery in the event of payment default. The notes are being issued under rule 144A. The company intends to use the proceeds of $1.5 billion, along with a $1.25 billion equity investment from the Carlyle Group, to finance the $2.2 billion acquisition price for Syniverse, refinance about $350 million of existing debt, and pay $152 million of related fees and expenses. S&P expects total funded debt to be about $1.5 billion on a pro forma basis. "As a result of the proposed acquisition by Carlyle, S&P expects total leverage to increase to about 5.9x on a pro forma basis from 2.1x as of Sept. 30, 2010," said Standard & Poor's credit analyst Allyn Arden, "but S&P believes that the company has good prospects to reduce leverage over the next couple of years given current business trends, its favorable profit margins, and net free cash flow generation, despite the higher interest cost burden." S&P expects the company to use a portion of its net free cash flow for debt reduction as the proposed secured credit agreement includes a 50% free cash flow sweep. TAMARACK RESORT: Banc of America Wants to Repossess 2 Chairlifts ---------------------------------------------------------------- Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review, reports that Banc of America Leasing & Capital LLC is asking the Bankruptcy Court to lift the automatic stay to it may seize two chairlifts leased to Tamarack Resort LLC. According to DBR, the Dopplemayr CTEC "Wildwood Express" Detachable Quad Chairlift and the Dopplemayr CTEC "Whitewater Chair" Quad Fixed Grip Chairlift currently grace the slopes of the mountain getaway, though neither is set to be when the resort's ski season reopens later this month. According to DBR, Banc of America, doubtful that Tamarack has insured or properly maintained the equipment, says it's suffered $4.6 million in damages in connection with the lease. It also claims that Tamarack has neglected to make payments on the lifts since Jan. 2009. DBR, however, notes an attorney representing a group of property owners in the case cast some doubt on Banc of America's ability to take back the lifts, even if a judge does sign off on the bid. DBR relates the group, known as the Tamarack Municipal Association Inc., earlier this week secured Bankruptcy Court permission to reopen the resort Dec. 20 for lift-operated skiing for the first time since March 2009. Stephen J. Lord, Esq., an attorney for the property owners group, said in an interview that with four feet of snow on the ground, Banc of America will be hard-pressed to wrest its lifts from the mountainside. "You can't get construction equipment in there to do removal," Mr. Lord said, adding that the company would also have to secure environmental permits. According to Mr. Lord, the lifts only provide access to lower-level terrain and were never intended to be operated by the owners' group as part of the reopening. Banc of America declined to comment, DBR says. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. On April 9, 2010, Bankruptcy Judge Terry Myers signed an order converting Tamarack Resort LLC's involuntary chapter 7 case to a chapter 11 reorganization. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. TARGUS INFORMATION: Moody's Assigns 'B1' Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service has assigned a first-time corporate family rating of B1 to Targus Information Corporation. Concurrently, Moody's assigned a B2 probability of default rating and B1 ratings to the Company's proposed $15 million senior secured revolving credit facility and $230 million senior secured term loan. The rating outlook is stable. The net proceeds from the new credit facilities, along with balance sheet cash, will be used to fund a shareholder distribution of approximately $231 million and redeem approximately $70 million of preferred stock held by its private equity sponsor TA Associates. Ratings Rationale The B1 CFR reflects Targus' moderate pro forma credit metrics post dividend recapitalization, competitive market position stemming from its comprehensive and proprietary data repository, solid growth prospects for its new lead verification, authentication, and scoring solutions, and its highly scalable business model. Additionally, the ratings are also supported by the Company's high level of recurring revenues combined with high renewal rates and its good liquidity position supported by healthy profit margins and solid free cash flow generation prospects. Conversely, the rating is constrained by Targus' modest overall size / scale and its concentrated business profile as a specialty provider of information services and data analytic solutions, as well as the possibility of price compression within its Caller Name business which could curb some of its revenue growth prospects. In addition, the rating is constrained by Targus' ownership structure by the Company's founders and a financial sponsor, which could confer a degree of event risk, as the owners' interests may not be aligned with those of debt-holders. Pro forma for the proposed transaction, Targus' debt leverage as measured by debt to EBITDA (including Moody's standard analytical adjustments) would be in the 4.3x-range based on reported financial results for the trailing twelve months. Including pro forma adjusted EBITDA from a recently signed contract with a large cable operator, Moody's adjusted leverage is approximately 3.8x, which is solid for the B1-rating category. The stable outlook reflects Moody's expectation that Targus will continue to maintain its competitive market position in the CNAM market, generate solid overall revenue growth in the mid-teen percentages driven by the ramp-up of new online marketing and customer scoring solutions as well as stable growth within its CNAM business. The outlook also incorporates Moody's expectation that Targus will maintain a good liquidity position and will use excess free cash flow to reduce debt. While not anticipated over the near-term, Moody's could downgrade Targus' ratings if the Company were to experience significant declines in revenue and cash flow as a result of poor execution and/or 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 the Company is unable to maintain leverage below 4.0x and free cash flow falls below 8% of its adjusted debt. Additionally, a contraction in the Company's liquidity position, including the inability to maintain adequate financial covenant headroom, may also result in a negative rating action. Given Targus' modest scale and the potential for future shareholder distributions, a ratings upgrade is unlikely over the near-term. However, to the extent that Targus is able to increase its revenue scale and increase the diversity of its revenue streams by growing its non- CNAM product lines, while maintaining a conservative leverage profile and good liquidity position, the ratings or the outlook could receive some uplift. These ratings were assigned: * Corporate Family Rating -- B1 * Probability of Default Rating -- B2 * Proposed $15 Million Senior Secured Revolving Credit Facility -- B1 (LGD3 - 34%) * Proposed $230 Million Senior Secured Term Loan -- B1 (LGD3 - 34%) 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 Vienna, VA, Targus Information Corporation is a privately-held specialty provider of data and information services that provides authoritative data analytic solutions to cable, telecommunication, and marketing customers. Pro forma revenues for the LTM period ended September 30, 2010, were approximately $134 million. TERREL REID: Court Dismisses Chapter 11 Bankruptcy Case ------------------------------------------------------- The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho has dismissed Terrel R. Reid and Sharon M. Davies' Chapter 11 bankruptcy case. As reported by the Troubled Company Reporter on October 25, 2010, the Debtors asked the Court to dismiss their bankruptcy case, saying that they have worked out a settlement with Bank of America, their largest creditor, and project sufficient ability to maintain the settlement payments with Bank of America. The Debtors didn't seek a discharge of their debts. The case will remain open for 90 days. The Debtors are directed to submit an affidavit within 90 days setting forth the date and amount of all payments made by Debtors to the creditors identified in the motion, and otherwise demonstrating that all allowed claims have been satisfied. Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D. Idaho Case No. 10-40057). Matthew Todd Christensen, Esq., at Angstman, Johnson & Associates, PLLC, serves as the Debtors' bankruptcy counsel. The Debtors estimated their assets and debts at $10 million to $50 million. TIB FINANCIAL: Shareholders OK Proposals at Special Meeting ----------------------------------------------------------- A special meeting of shareholders of TIB Financial Corp. was held on December 1, 2010. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. This current report on Form 8-K discloses the voting results for all matters voted upon at this Special Meeting of Shareholders. According to the Company's regulatory filing, the shareholders approved (i) the amendment to the Company's Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock from 750,000,000 to 5,000,000,000 shares; (ii) the amendment to Company's Restated Articles of Incorporation to Effect a Reverse Stock Split of Our Common Stock at a Ratio Between 1:10 to 1:100 to be Determined by Our Board of Directors; and (iii) amendment to the Company's Restated Articles of Incorporation to Permit Shareholder Action by Written Consent. As of the record date for the vote, the Company had 714,887,922 shares of common stock outstanding, which were entitled to one vote per share, and 70,000 shares of Series B Convertible Participating Voting Preferred Stock outstanding, which were entitled to 6,666 votes per share and generally vote together as a class with the shares of common stock. About TIB Financial Corp. Headquartered in Naples, Florida, TIB Financial Corp. -- http://www.tibfinancialcorp.com/-- is a financial services company with approximately $1.7 billion in total assets and 28 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and Venice. TIB Financial Corp. is also the parent company of Naples Capital Advisors, Inc., a registered investment advisor with approximately $169 million of assets under advisement. TIB Financial Corp., through its wholly owned subsidiaries, TIB Bank and Naples Capital Advisors, Inc., serves the personal and commercial banking and investment management needs of local residents and businesses in its market areas. * * * As reported in the Troubled Company Reporter on April 6, 2010, Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred net losses in 2009, 2008 and 2007, primarily from loan and investment impairments. In addition, the Company's bank subsidiary is operating under an informal agreement with bank regulatory agencies that requires, among other provisions, higher regulatory capital requirements. The Bank did not meet the higher capital requirement as of December 31, 2009, and therefore is not in compliance with the regulatory agreement. Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. TRICO MARINE: Seeks Court Approval of Deal with Noteholders ----------------------------------------------------------- Trico Marine Services Inc. and its debtor-affiliates are asking the bankruptcy court to approve pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure a compromise and settlement of claims pursuant to the terms and conditions of a term sheet with a steering committee of holders of 83% in the aggregate of high-yield secured notes issued by operating companies not in bankruptcy to effect a proposed global restructuring of the nondebtor operating subsidiaries, including a settlement of certain of the Debtors' claims and interests against the subsidiaries. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that if the settlement goes through, holders of the $400 million in 11.875% notes will end up owning the non-bankrupt subsidiaries that provide subsea services. The parent company, in return, would take back five-year warrants for 5% of the subsidiaries' stock. The warrants would have a strike price related to full payment on the high-yield debt. The settlement would absolve the parent of liability for guarantees on the subsidiaries' debt. Mr. Rochelle relates that in November, Trico Marine reached an agreement with holders of 83% of the 11.875% senior secured notes due 2014 that were issued by the subsidiary Trico Shipping AS. The parent guaranteed the debt. The agreement calls for the noteholders to swap their debt for equity in Trico Supply AS, which owns other non-bankrupt operating companies. The Trico Supply side of the arrangement is to be completed through an out- of-court exchange offer. If there aren't enough tenders, the debt-for-equity swap will be accomplished by a prepackaged Chapter 11 filing by Trico Supply. If the settlement isn't approved, Trico Supply would go into Chapter 11 and sell the business. Holders of the high-yield notes would bid their secured debt rather than cash. In that event, Trico Marine says the price would be less than the debt, so the parent would receive nothing. Mr. Rochelle notes that the settlement wouldn't require the parent's creditors' committee to drop fraudulent transfer claims against the subsidiaries. The Committee has a motion pending for permission to sue. 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. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. TRICO MARINE: Shipping Amends Consent Solicitation Expiration Date ------------------------------------------------------------------ In a regulatory filing Tuesday, Trico Marine Services, Inc., discloses that on December 7, 2010, Trico Shipping AS amended its solicitation of consents and waivers (the "Consent Solicitation") from the holders of the 11-7/8% Senior Secured Notes due 2014 (the "Notes") to (i) establish a new record date of December 7, 2010, and (ii) establish a new expiration date of 5:00 p.m., Eastern Time, December 13, 2010. The Consent Solicitation provides for modification and waivers to certain provisions contained in the indenture pursuant to which the Notes were issued, dated as of October 30, 2009, among Trico Shipping, as issuer, the guarantors identified therein and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo Bank, N.A.), as trustee thereunder (the "Trustee") (as amended by the First Supplemental Indenture, dated as of June 25, 2010, the Second Supplemental Indenture, dated as of September 21, 2010, and as may be further amended by a third supplemental indenture to be entered into on or after the consummation of the consent solicitation if the requisite consents are obtained, referred to hereafter as the "Indenture"), and certain other amendments, supplements and waivers to any of the covenants and related definitions in the Indenture or in other related agreements and documents reasonably necessary or appropriate to implement the foregoing. Trico Shipping is making the solicitation to sell two of its vessels, Trico Sabre and Trico Star, pursuant to an agreement for an aggregate of $52.3 million and to apply the net sale proceeds to repay debt and enhance its liquidity. All or a significant portion of the net sale proceeds will be used to pay down indebtedness under the Notes and the working capital facility pro rata. The proposed amendments will provide that, if $20.0 million in new commitments are received under the priority credit agreement and certain other conditions are met, Trico Shipping will apply the entire net sale proceeds to redeem Notes and repay debt under its working capital facility and will be permitted to incur $20.0 million of additional secured indebtedness under its priority credit facility. In the alternative, if said conditions are not met, Trico Shipping will be permitted to retain $20.0 million of the net sale proceeds for working capital purposes and the remainder will be applied to redeem Notes and repay debt under its working capital facility. In either case, the proceeds used to redeem Notes and repay debt under the working capital facility will be applied 91.64% to redeem the Notes at par plus accrued interest, without paying a make-whole premium, and 8.36% to repay debt under the working capital facility, without paying a prepayment premium. Approval of the proposed amendments requires the consent of the holders of all the outstanding Notes as of the record date. Notwithstanding the foregoing, Trico Shipping may close the Consent Solicitation with less than the consent of all holders pursuant to the proposed waiver (as described more fully in the consent solicitation statement). In connection with the Consent Solicitation, Trico Shipping submitted the following documents (the "Consent Solicitation Documents") to the Depository Trust Company ("DTC") for review: (i) consent solicitation statement, (ii) letter of consent, (iii) letter to DTC participants and (iv) form letter to clients. A complete text of the Amendment to the Consent Solicitation is available for free at http://researcharchives.com/t/s?70b4 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. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. TRIDIMENSION ENERGY: Completes Sale of All Oil and Gas Assets ------------------------------------------------------------- TriDimension Energy, L.P completes the previously announced transaction with SR Acquisition I, LLC, an affiliate of Sanchez Resources, LLC, pursuant to which SR Acquisition has purchased substantially all of the oil and gas assets of TriDimension Energy and its subsidiaries in a sale pursuant to Section 363 of the United States Bankruptcy Code. As previously announced, TriDimension Energy, L.P. and seven of its affiliated companies (Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Property Holdings, LP, TDE Operating GP LLC, and TDE Subsidiary GP LLC) (collectively, the "Company") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the "Bankruptcy Court"), on May 21, 2010. SR Acquisition was the successful bidder at an auction conducted on Tuesday, November 16, 2010, pursuant to the bid procedures approved by the Bankruptcy Court in the Company's bankruptcy proceedings. The transaction with SR Acquisition was approved pursuant to a sale order entered on November 19, 2010 by the Honorable Stacey G. C. Jernigan, United States Bankruptcy Judge. After giving effect to certain adjustments, including for asserted environmental defects and for the economic performance of the assets from November 1, 2010 to closing, the cash consideration paid by SR Acquisition at closing was approximately $30.5 million. Approximately $2.85 million of additional proceeds were placed in escrow pending the resolution of asserted environmental defect claims. Vinson & Elkins LLP is lead bankruptcy and M&A counsel to the Company, and Ottinger Hebert, L.L.C. is special counsel to the Company. Stephens Inc. acts as to the Company in the Chapter 11 reorganization and advised the Company on this transaction. About TriDimension Energy TriDimension Energy, L.P., and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. Tridimension Energy disclosed $37,211,921 in assets and $45,389,239 in liabilities. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers. TROPICANA ENTERTAINMENT: Court OKs $6.7 Million in Fees ------------------------------------------------------- In an omnibus order dated November 17, 2010, Judge Kevin J. Carey for the U.S. Bankruptcy Court for the District of Delaware approved the sixth, seventh and eighth interim fee applications of certain professionals of the Tropicana Reorganized Debtors, including all holdbacks and expenses for the periods from July 1, 2009 to September 30, 2009; October 1, 2009 to December 31, 2009; and January 1, 2010 to March 8, 2010. The professionals with approved interim fees and applications include AlixPartners LLP, Richards Layton & Finger P.A, Capstone Advisory Group LLC, Stroock & Stroock & Lavan LLP, Sills Cummis & Gross P.C., Morris Nichols Arsht & Tunnel LLP, Ernst & Young and Kirkland & Ellis LLP. Each of the professionals will be paid, on an interim basis, (i) compensation for services rendered during the Compensation Periods, and (ii) reimbursement for actual and necessary expenses incurred during the Compensation Periods. The November 17 Court Order approves fees aggregating approximately $6,700,000 and expenses aggregating approximately $128,000. A table summarizing details of the Nov. 17 Approved Interim Fee Applications is available at no charge at: http://bankrupt.com/misc/Tropi_OmniOrd6,7,8IntFA111710.pdf To the extent not already paid pursuant to the Court-approved Interim Compensation Procedures, the Debtors are authorized and directed to pay each of the applicable professionals 100% of the fees and 100% of the expenses. However, nothing in the November 17 order will limit or modify the rights of any party to argue or object on any grounds to (i) any and all requests for final allowance of fees and expenses, and to seek disgorgement of fees and expenses previously awarded; and (ii) allocation of fees and expenses between the LandCo Debtors and the OpCo Debtors. Nothing in the November 17 Order will authorize or provide for the payment of any amounts not included in the Fee Schedules. The Debtors will be reimbursed for fees and expenses incurred during the time period subject to the November 17 Order from the professional fee escrow account, as established by a certain Escrow Agreement, dated March 5, 2010. The escrow agent under the Escrow Agreement is authorized and directed to reimburse the Debtors for fees and expenses incurred by the professionals during the Compensation Periods. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Court OKs Ernst & Young's $270,000 Fees ---------------------------------------------------------------- Judge Judith H. Wizmur approved the fourth interim and final fee application of Ernst & Young, LLP, as independent auditors to Adamar of NJ In Liquidation, LLC, fka Adamar of New Jersey, Inc. and Manchester Mall, Inc. Ernst & Young's fourth interim allowed fees is $4,589 in fees and $0 in expenses for services rendered for the month of May 2010. Ernst & Young's final fee application is allowed for $270,379 in fees and $8,598 in expenses covering the period from April 29, 2009 through and including May 31, 2010. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Akin Gump Says Disqualification Request "Unwarranted" ----------------------------------------------------------------- As reported in the Troubled Company Reporter on November 16, 2010, Oaktree Capital Management, L.P., and Angelo, Gordon & Co. L.P. are asking the bankruptcy Court to disqualify their existing counsel, Akin Gump Strauss Hauer & Feld LLP, from representing Aurelius Capital Management LP, a party with declared interest directly adverse to their interests. Certain funds and accounts managed by Oaktree or their subsidiaries and certain funds and accounts managed by Angelo Gordon or its affiliates are holders of Credit Agreement Claims against Tribune Company and certain of its subsidiaries. Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, counsel to the Credit Agreement Lenders, told the Court that Akin Gump has been Angelo Gordon's in-house counsel and primary outside counsel since Angelo Gordon's inception in 1988. Since at least June 2009, Akin Gump has provided legal services and advice to Angelo Gordon on critical Federal Communications Commission matters and regulatory issues directly relating to Tribune and its organization, he notes. In response, William P. Bowden, Esq., at Ashby & Geddes, P.A., in Washington, D.C., counsel for Akin Gump Strauss Hauer & Feld LLP, asserts that disqualification is plainly unwarranted because Oaktree Capital Management, L.P., and Angelo, Gordon & Co., L.P., consented to any conflict of interest arising from Akin Gump's representation of Aurelius. Mr. Bowden maintains that even if the Court concludes otherwise, the Court should deny the Disqualification Motion in light of the availability of less restrictive alternatives, like maintaining the ethical wall, having another law firm represent Aurelius on Federal Communications Commission law issues, and restricting Akin Gump from conducting any discovery against Oaktree and Angelo Gordon. In separate filings, Daniel H. Golden, Esq., Ashley F. Waters, Esq., and Dan Gropper, Esq., filed with the Court declarations in support of Akin Gump's opposition to the Disqualification Motion. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Committee Files Preference Suits vs. 212 Parties ------------------------------------------------------------ The Official Committee of Unsecured Creditors filed adversary proceedings against 212 defendants seeking to avoid transfers and to recover property transferred. The Complaints each seeks to avoid and recover from the Defendants, or from any other person or entity for whose benefit the transfers were made, all preferential transfers of property made for or on account of an antecedent debt and to or for the benefit of the Defendants by the Debtors during the one-year period prior to the Petition Date. To the extent the Defendants have filed proofs of claim or have claims listed on the Debtors' schedules of assets and liabilities as undisputed, liquidated, and not contingent, or has otherwise requested payment from the Debtors' or their Chapter 11 estates, the Complaints are not intended to be, nor should it be construed as, a waiver of the Committee's right to object to those Claims for any reasons. * * * Prior to the filing of the lawsuits, the Creditors Committee sought and obtained an order from the bankruptcy court for leave, standing and authority to commence and prosecute, settle and recover certain causes of action belonging to the Debtors' estates. Pursuant to Sections 105, 1103 and 1109 of the Bankruptcy Code, the actions previously brought in the Leveraged Buyout Complaints that are more properly categorized as Preference Actions are confirmed to be brought with standing and may be commenced and prosecuted as Preference Actions. The Court directed the Committee to commence the Preference Actions by filing its complaint no later than December 7, 2010. Neither the Debtors nor the Committee will settle any of the Preference Actions without the other's consent unless and until the earliest to occur of: (i) the Committee and the Debtors withdraw their support for the Joint Plan of Reorganization for Tribune Company and its debtor affiliates proposed by the Debtors, the Committee, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.; (ii) the Court declines to confirm the Settlement Plan; or (iii) April 1, 2011. If a Termination Event occurs, either the Debtors or the Committee will have the right to settle claims that the Committee has been authorized to pursue, and the Committee will have the right to file a motion seeking entry of a court order granting it the exclusive right to settle those claims. After they have been filed and served, Preference Actions will be deemed stayed until a Termination Event occurs, provided that if the Termination Event is the withdrawal of support for the Settlement Plan by the Debtors or the Committee, the Committee will have the right to extend the Stay by filing and serving a notice that the Stay will continue. All applicable deadlines are suspended during the period of Stay. During the pendency of the Stay, no defendant to the Preference Actions will answer or otherwise respond to the Preference Actions. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Files Preference Suits vs. 97 Counterparties -------------------------------------------------------- Pursuant to Sections 547 and 550 of the Bankruptcy Code, Tribune Co. and its units Debtors filed lawsuits against 97 counterparties to avoid and recover from the defendants all preferential transfers of property to or for the benefit of the Defendants by Tribune, during the 90-day period prior to the Petition Date. During the Preference Period, the Debtors continued to operate their business affairs in all respects, including the transfer of property by checks, automatic clearing house, wire transfers or otherwise to certain transferees. The Debtors ask the Court to direct the Defendants to pay the full amount of the value of the Transfers, with pre-and post-judgment interest and costs of suit, reasonable attorneys' fees and costs, to the extent provided by law. The Debtors also request that the Court disallow any claims of the Defendants against them to the extent the Defendants have not paid the full amount of the value or, or turned over the property that is the subject of, the Transfers. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Removal Period Extended Until February 28 ----------------------------------------------------- At the behest of Tribune Co. and its affiliates, the Bankruptcy Court extended the Debtors' deadline to file notices of removal of related proceedings under Rule 9027(a)(2) and (a)(3) of the Federal Rule of Bankruptcy Procedure through February 28, 2011. Prior to the entry of the Court's order, the Debtors certified to the Court that no objection was filed as to the Motion. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Step One Lenders Defend State Court Lawsuit ------------------------------------------------------- JPMorgan Chase Bank, N.A., Merrill Lynch Capital Corporation, Citicorp North America, Inc., and Bank of America, N.A., in their capacities as lenders under the Credit Agreement dated May 17, 2007, previously asked the bankruptcy court handling Tribune Co.'s cases to enter an order holding certain of the Step One Lenders in contempt for commencing in New York State Court an action for, among other things, breach of contract, tortious interference with contract and declaratory relief. Specifically, the Lead Banks allege that the New York Action violates both the Court's September 1, 2010 order appointing mediator and the automatic stay. In response, The Step One Lenders aver that the New York Action does not assert any claims against Tribune Co. whatsoever, it does not seek damages on behalf of anyone other than the named Step One Credit Agreement Lenders Plaintiffs, and it does not seek to obtain or control any property of the Debtors' estates. As a result, the automatic stay does not apply to the New York Action and, even if it arguably did apply, only the Debtors have the standing to assert a stay violation, they contend. According to the Step one Lenders, the New York Action is neither a motion nor proceeding within the meaning of the Mediation Order nor does it fall within the definition of LBO-Related Causes of Action. Thus, the Step One Lenders ask the Court to deny the Contempt Motion. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) US AIRWAYS: S&P Affirms Corporate Credit Rating at 'B-' ------------------------------------------------------- Standard & Poor's Ratings Services said that it has affirmed its 'B-' corporate credit ratings on US Airways Group Inc., and revised the rating outlook to stable from negative. "S&P's outlook revision is based on the airline's improved operating performance and better liquidity," said Standard & Poor's credit analyst Philip Baggaley. "US Airways, like other U.S. airlines, is generating much improved operating results this year after several years of losses. During the first nine months of 2010, the company reported net earnings of $475 million, compared with a loss of $125 million in the same period of 2009. Passenger revenue per available seat mile rose 13.6%, causing overall revenue gains that far outweighed higher fuel expense." S&P foresee continued healthy earnings, but a combination of slowing revenue gains and higher fuel prices could cause 2011 earnings to be below this year's strong results. The company had unrestricted cash and short-term investments of $1.9 billion as of Sept. 30, 2010 -- well above $1.3 billion at year-end 2009. This was equal to about 17% of trailing-12-month revenues, below average among U.S. airlines, but adequate. The ratings on US Airways Group reflect its substantial debt and lease burden, limited (though improving) liquidity, and participation in the high-risk U.S. airline industry. The ratings also incorporate the company's better-than-average operating costs. Tempe, Ariz.-based US Airways Group is the sixth-largest U.S. airline, carrying about 8% of industry traffic. S&P characterize the company's business profile as vulnerable, its financial profile as highly leveraged, and liquidity as adequate. S&P expects US Airways' financial profile to remain fairly stable over the next two years, with EBITDA interest coverage 1.6x-2.0x and FFO to debt in the low-teen percent area. "S&P believes that an upgrade is not likely over the next year, but S&P could raise the ratings if FFO to debt moves consistently into the high-teen percent area and unrestricted cash and short-term investments increase to more than $2.5 billion," Mr. Baggaley continued. "With US Airways' improved operating performance and liquidity, S&P also believe a downgrade is unlikely any time soon. However, if a stalled U.S. economic recovery or serious oil price spike caused losses, eroding liquidity to below $1 billion, S&P could lower ratings." VANGENT INC: S&P Gives Positive Outlook, Affirms 'B' Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Arlington, Va.-based Vangent Inc. to positive from negative. At the same time, S&P affirmed the 'B' corporate credit rating on the company, the 'BB-' rating on its first-lien facility (with a recovery rating of '1') and the 'CCC+' rating on its senior subordinated notes (with a recovery rating of '6'). "The ratings on Vangent reflect S&P's expectation that the company will successfully use its existing contract vehicles to replace a profitable U.S. Census project (substantially completed in the third quarter of 2010)," said Standard & Poor's credit analyst Jennifer Pepper, "and maintain recently improved margins and associated expanded covenant headroom." VARGAS REALTY: Debtors Ratified Loan Transaction with Mortgagee --------------------------------------------------------------- Under New York law, WestLaw reports, whether or not the son of the Chapter 11 debtors' sole shareholder had actual or apparent authority to execute a valid loan on behalf of the debtors, the debtors ratified the loan transaction, a bankruptcy court found. Once the sole shareholder undisputedly discovered his son's actions, he neither challenged nor attempted to invalidate the transaction. The debtors instead accepted the benefits of the transaction by using at least $5 million of the $8 million loan to satisfy a prior loan owed to another entity and by using at least $400,000 to make interest payments. Later, with full knowledge of the facts and while represented by counsel, the debtors executed a pre-negotiation agreement with the lender which explicitly confirmed their "legal and enforceable obligations" under the note and mortgage "without any defenses, counterclaims, or offsets." Vargas Realty Enterprises, Inc. v. CFA W. 111 Street, L.L.C., --- B.R. ----, 2010 WL 4365544 (S.D.N.Y.) (Sullivan, J.). The Honorable Richard J. Sullivan's Opinion and Order dated Nov. 2, 2010, entered in Case No. 09 Civ. 8136 (S.D.N.Y.) affirms the Honorable Stuart M. Bernstein's Memorandum Decision date July 23, 2010, a copy of which is available at http://is.gd/isOLK from Leagle.com. Vargas Realty Enterprises, Inc., Noble Realty Corp., V & R Realty Corp., and E.R. Properties, Inc., filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 09-10402, 09-10403, 09-10407 and 09- 10407) on Jan. 29, 2009. Vargas is a real estate agent and manager and operates a travel agency. Carl E. Person, Esq., in New York City, represents the Debtors. At the time of the filing, Vargas disclosed $2,064,500 in assets and $10,138,250 in liabilities. VILLAGE AT CAMP: Wants to Continue Cash Collateral Use ------------------------------------------------------ Village at Camp Bowie I, L.P., has asked for authorization from the U.S. Bankruptcy Court for the Northern District of Texas to continue using cash collateral. On January 22, 2004, the Debtor, as Borrower, executed a Construction Loan Agreement for the maximum aggregate principal amount of $36,535,000 with SouthTrust Bank and Texas Capital Bank, National Association (TCB). The Construction Loan was financed by a Promissory Note in the original maximum principal amount of $26,535,000 payable to the order of SouthTrust (the SouthTrust Note) and a second Promissory Note in the original maximum principal amount of $10,000,000 payable to TCB (the TCB Note). Western Real Estate Equities, LLC, is now the owner of the Notes. As of the Petition Date, the Debtor was purportedly indebted to the Noteholder in the principal amount of $31,292,824. As reported by the Troubled Company Reporter on August 17, 2010, the Debtor first sought and then obtained interim authorization from the Court to use the cash collateral. On September 9, 2010, the Court approved during a hearing the final court order presented by the Debtor and the Noteholder that authorized cash collateral use. The terms of that order authorized the Debtor's use of cash collateral through the period ending February 28, 2011, subject to approval of a budget for the period December 1, 2010 to February 28, 2011. On November 19, 2010, the Noteholder filed Western Real Estate Equities, LLC's objection to the Debtor's further cash collateral use, claiming that the Debtor failed to present to the Noteholder proposed continued budget prior to November 15, 2010. The Debtor provided the proposed continued budget on November 21, 2010. At the time of the filing of the Debtor's request to continue using the cash collateral, the Noteholder hasn't approved the continued budget, a copy of which is available for free at: http://bankrupt.com/misc/villageatcamp_budget.pdf The Debtor informed the Noteholder that scheduling conflicts made preparation and presentation of an accurate and meaningful proposed extended budget for the Noteholder by November 15, 2010, unrealistic. The Debtor said that it needed to begin making use of the cash collateral by December 1, 2010. The Debtor agrees to continue providing the Noteholder replacement liens and security interests in and upon all of the properties and assets of the estate. The Debtor agrees that the adequate protection liens granted to the Noteholder will be of the same priority as its prepetition liens and security interests and in the case of assets acquired by the Debtor on and after the Petition Date, the replacement lien will be granted solely to the extent of any diminution in the value of the Noteholder's collateral occurring on and after the Petition Date. The Debtor will also pay monthly debt service to the Noteholder equal to monthly interest on the debt calculated at the now default contract value. To the extent that the adequate protection is insufficient to adequately protect the Noteholder's interest in the cash collateral, the Debtor will continue to allow the Noteholder a superpriority administrative expense claim and all other benefits and protections. About Village at Camp Dallas, Texas-based Village at Camp Bowie I, L.P., filed for Chapter 11 bankruptcy protection on August 2, 2010 (Bankr. N.D. Tex. Case No. 10-45097). John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. VITESSE SEMINCONDUCTOR: Posted $14.8-Mil. Net Income in Fiscal Q4 ----------------------------------------------------------------- Vitesse Semiconductor Corporation reported its financial results for the fourth quarter and audited fiscal year 2010 ended September 30, 2010. The Company's net income in the fourth quarter of fiscal year 2010 was $14.8 million, or $0.42 per diluted share, compared with a net loss of $9.5 million, or $0.83 per share, in the fourth quarter of fiscal year 2009 and net income of $33.0 million, or $0.99 per diluted share, in the third quarter of fiscal year 2010. Included in the fourth quarter 2010 net income is a $13.7 million non-cash gain related to the 2014 debentures' embedded derivative. Net revenues were $42.9 million in the fourth quarter of fiscal year 2010, an increase of 9.5% compared with $39.2 million reported for the fourth quarter of fiscal year 2009, and an increase of 14.3% compared with $37.5 million in the third quarter of fiscal year 2010. The Company's balance sheet at Sept. 30, 2010, showed $97.53 million in total assets, $118.73 million in total liabilities, and a stockholders' deficit of $21.20 million. "We closed fiscal year 2010 on a strong note, achieving the top end of our guidance for both quarterly revenue and gross margins and made solid progress in moving our business forward based on the overall objectives that were set last year," said Chris Gardner, CEO of Vitesse. "Most importantly, we generated an operating profit and met our target to deliver 30 new products in 2010, which is now driving an increasing flow of new design wins. We look forward to seeing our investment in new product development translate into sustained revenue growth, which is expected to start towards the end of 2011 and ramp up in 2012." "During 2010, our revenue remained about flat with 2009 levels in spite of the economic climate, industry wide component shortages and a declining contribution from our legacy storage business. Our product revenue grew nearly 7.0% to $165.6 million and revenue from our core products in Carrier and Enterprise Networking increased approximately 15.0% to $148.4 million. Product margins increased significantly during the year and the Company generated positive cash flow from operations. By moving our manufacturing to an outsourced model, we reduced fixed costs, increased margins and shortened our cycle times. We now have a strong foundation and robust product pipeline for profitable growth in the years ahead." "Lastly, we are pleased that we fully remediated the outstanding material weaknesses and received a clean audit opinion for our fiscal year 2010 audit. This is the result of intense efforts by our operations and finance teams and allows us to start the process towards a relisting on the NASDAQ exchange. We will continue to invest in our financial and operating systems and expect to begin the implementation of a new ERP system in 2011." The Company's balance sheet at Sept. 30, 2010, showed $97.52 million in total assets, $118.73 million in total liabilities, and a stockholders' deficit of $21.21 million. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?70b8 About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. VITRO SAB: To File Concurso Plan in Mexico by December 16 --------------------------------------------------------- Vitro S.A.B. de C.V. disclosed the upcoming filing of its Concurso Plan, the expiration of its cash tender offer conducted as a modified Dutch auction in respect of its outstanding senior notes the and the extension of the expiration time for its exchange offer and consent solicitation. Both the Tender Offer and the Exchange Offer and Consent Solicitation apply to all three series of Vitro's outstanding Old Notes, which are described in the following table: Outstanding Series of Senior Notes CUSIP No. Principal Amount ---------------------- --------- -------------------- 8.625% Senior Notes due 2012 92851RAC1; P98100AA1 $300,000,000 11.75% Senior Notes due 2013 92851FAD5; P98022AB5 $216,000,000 9.125% Senior Notes due 2017 92851RAD9; P98100AB9 $700,000,000 The Tender Offer and the Exchange Offer and Consent Solicitation have been conducted in contemplation of, and as a step towards, restructuring Vitro's outstanding debt through an in-court proceeding under the insolvency law of Mexico pursuant to its pre- packaged Concurso Plan, which Vitro expects to be filing with the relevant Mexican Federal Court no later than December 16, 2010. Results of the Tender Offer and Exchange Offer and Consent Solicitation The Tender Offer expired at 5:00 p.m., New York City time, on December 7, 2010. Vitro and its wholly-owned subsidiary Administracion de Inmuebles Vitro, S.A. de C.V. have been advised by the depositary that, as of the Tender Offer Expiration Time, approximately US$44 million in aggregate principal amount of Old Notes had been tendered pursuant to the Tender Offer. The clearing price applicable to the Old Notes tendered pursuant to the Tender Offer is US$575 per $1,000 principal amount of Old Notes. Pursuant to the terms of the Tender Offer, Vitro and AIV will accept all of the Old Notes tendered pursuant to the Tender Offer. On the settlement date for the Tender Offer, which is expected to be December 10, 2010, Vitro and AIV will cause participating holders whose Old Notes were accepted pursuant to the Tender Offer to receive the Tender Offer consideration. Consents obtained through the Exchange Offer and Consent Solicitation, together with consents obtained through lock-up agreements, represent approximately 32% of the Restructured Debt. At this time, Vitro has accepted all Old Notes validly submitted pursuant to the Exchange Offer and Consent Solicitation. Upcoming Filing of Concurso Plan and Extension of the Exchange Offer and Consent Solicitation Upcoming Filing of Concurso Plan Vitro has the requisite majority, among debt controlled by Vitro, debt subject to lock-up agreements and consents received through the Exchange Offer and Consent Solicitation, to accomplish a prearranged concurso mercantil pursuant to the terms of the pre- packaged Concurso Plan included in the Solicitation Statement, and will proceed with the filing of such Concurso Plan no later than December 16, 2010. Notwithstanding the various baseless allegations made in the press and circulating in the market relating to certain legal aspects of Vitro's proposed restructuring and pre-packaged insolvency process in Mexico, Vitro's Concurso Plan has been prepared and negotiated with the advice and approval of some of the leading insolvency law practitioners in Mexico. Accordingly, Vitro and its advisors are fully confident that any challenges that may be brought against its Concurso Plan based on these baseless allegations will be discredited and set aside by the relevant Mexican court and that Vitro's Concurso Plan will be approved by the Mexican court. Consistent with Mexican insolvency law, following the new expiration time for the exchange offer, additional creditors will still be able to voluntarily consent to the Concurso Plan and enter into lock-up agreements with Vitro but will not be entitled to receive a consent payment in respect of their participation in the Concurso Plan. At the request of certain participating holders, Vitro is also exploring the possibility under Mexican insolvency law of providing in the Concurso Plan that costs and expenses incurred by Vitro in defending against baseless litigation commenced by certain dissident bondholders will be deducted from the consideration that such litigating bondholders would otherwise stand to receive under the terms of the Concurso Plan. Extension of Expiration Time for Exchange Offer and Consent Solicitation Given that Vitro is finalizing discussions for potential lock-up arrangements with at least two significant creditors and that certain holders of Old Notes have continued to request additional time to fully complete their technical holder documentation required to participate under the Exchange Offer and Consent Solicitation, Vitro is extending the expiration time for its Exchange Offer and Consent Solicitation in order to finalize such potential lock-up arrangements and allow such holders of Old Notes to fully complete their necessary technical holder documentation and participate in the Exchange Offer and Consent Solicitation. The Exchange Offer and Consent Solicitation were previously scheduled to expire at 5:00 p.m., New York City time, on December 7, 2010. Vitro is extending the expiration time solely for the Exchange Offer and Consent Solicitation to 5:00 p.m., New York City time, on December 21, 2010. Holders who have previously submitted their Old Notes for exchange and provided consents to the Exchange Offer and Consent Solicitation will not be able to withdraw their tendered Old Notes or revoke their consents as provided in the Solicitation Statement. Vitro does not intend to extend the expiration time of the Exchange Offer and Consent Solicitation beyond the New Exchange Offer Expiration Time. Notwithstanding the extension of the expiration time for the Exchange Offer and Consent Solicitation, no later than December 13, 2010 the Payment Trust will make a partial consent payment in an amount of 5% of the aggregate principal amount of Old Notes for which consents were validly provided as of the Original Exchange Offer Expiration Time to the holders of such validly tendered Old Notes. No later than December 28, 2010, the Payment Trust will make an additional consent payment of 5% of the aggregate principal amount of additional Old Notes for which consents are validly provided by the New Exchange Offer Expiration Time to the holders of such additional Old Notes. In addition, as provided in the Solicitation Statement, the Payment Trust will calculate the pro rata amount of the remaining consent payment and will make a consent payment in such pro rata amounts to each participating holders no later than December 28, 2010. Thus, based on the amount available in the Payment Trust for the payment of these consent payments, in the event that all participating holders who provide their consent in respect of their Old Notes by the New Exchange Offer Expiration Time (including those who provided their consents by the Original Exchange Offer Expiration Time) represent 50% or less of the Restructured Debt, then all such participating holders will receive, in aggregate, a total consent payment of 10% of the aggregate principal amount of the Old Notes for which they provided consents to the Exchange Offer and Consent Solicitation. Vitro encourages all holders to objectively analyze the terms of the Exchange Offer and Consent Solicitation, including the consent payments described above, and to consult with their respective legal and financial advisors or with the independent legal and financial advisors that Vitro appointed to respond to inquiries from, and act on behalf of, holders who may wish to consult them in matters relating to the Exchange Offer and Consent Solicitation. D.F. King & Co., Inc. will continue to act as the depositary for the Tender Offer and information and exchange agent for the Exchange Offer and Consent Solicitation for holders of Old Notes. Questions regarding the Tender Offer and Exchange Offer and Consent Solicitation and requests for additional copies of the Tender Offer and Exchange Offer and Consent Solicitation materials may be directed to D.F. King & Co., Inc. at (800) 431-9633 (toll free) or (212) 269-5550 (bankers and brokers). Holders of restructured debt other than the Old Notes may contact Vitro at +52 (81) 8863-1731 (attn: Carlos Garza). 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 was 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). VITRO SAB: Bondholders Given Limited Discovery in U.S. ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. subsidiaries of Vitro SAB won a second victory over dissident bondholders when a judge this week refused to allow the involuntary bankruptcy filing to be used as a means for taking discovery about an exchange offer the bondholders oppose. Mr. Rochelle recounts that Vitro previously prevailed on the bankruptcy judge to deny a motion by bondholders that would have effectively enjoined the exchange offer the parent company is conducting in Mexico. Rather than allowing the bondholders to have wide-ranging discovery in the involuntary Chapter 11 case, U.S. Bankruptcy Judge Russell F. Nelms in Fort Worth, Texas, instead signed an order on Dec. 6 allowing one six-hour examination of a company officer under oath. The deposition is limited to identifying assets in the U.S., describing debts between the family of companies and describing intercompany agreements. According to the report, Judge Nelms is allowing the bondholders to compel the production of documents. Vitro, though, need only turn over documents identifying assets in the U.S., listing debts to sister companies, and showing the U.S. companies' financial statements and cash-flow projections. 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 was 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). VM ASC: Section 341(a) Meeting Scheduled for Jan. 21 ---------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of Partnership's creditors on January 21, 2011, at 12:00 p.m. The meeting will be held at Holiday Inn, 250 Market Street, Johnstown, PA 15901. 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. Altoona, Pennsylvania-based VM ASC Partnership filed for Chapter 11 bankruptcy protection on November 12, 2010 (Bankr. W.D. Pa. Case No. 10-71330). Robert O. Lampl, Esq., who has an office in Pittsburgh, Pennsylvania, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679), et al., filed separate Chapter 11 petitions. VYTERIS INC: Former Pet DRx Chairman Named to Board of Directors ---------------------------------------------------------------- Effective December 1, 2010, Gene E. Burleson has been elected as a Director of Vyteris, Inc. There were no arrangements between Mr. Burleson and any third persons, pursuant to which he was selected as a Director. Mr. Burleson has been appointed as a member of the Company's Nominating and Governance Committee. In connection with his appointment, Mr. Burleson will receive options and other compensation as set forth in the Company's Outside Director Plans. Gene E. Burleson served as chairman of the board of directors of Pet DRx Corporation, a provider of primary and specialty veterinary care services to companion animals, from its formation in June 2005 through November 2010. Mr. Burleson also served as Chief Executive Officer of Pet DRx Corporation from its formation in June 2005 through January 2008 and again from September 25, 2008 through November 2010. Mr. Burleson served as Chairman of the board of directors of Mariner Post-Acute Network, Inc., an operator of long-term care facilities, from January 2000 to June 2002. Mr. Burleson also served as Chairman of the board of directors of Alterra Healthcare Corporation, a developer and operator of assisted living facilities, during 2003 and as a member of the board of directors from 1995 to 2003. About Vyteris, Inc. Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris Holdings (Nevada), Inc., has developed and produced the first FDA- approved electronically controlled transdermal drug delivery system that transports drugs through the skin comfortably, without needles. This platform technology can be used to administer a wide variety of therapeutics either directly into the skin or into the bloodstream. The Company holds approximately 50 U.S. and 70 foreign patents relating to the delivery of drugs across the skin using an electronically controlled "smart patch" device with electric current. According to the Company's 2009 annual report on Form 10-K, Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses and is dependent upon obtaining sufficient additional financing to fund operations and has not been able to meet all of its obligations as they become due. The Company's balance sheet at Sept. 30, 2010, showed $3.62 million in total assets, $19.12 million in total liabilities, and a stockholders' deficit of $15.49 million. WALSH MOSS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Walsh Moss Partnership dba Alan Moss 436 Lafayette Street New York, NY 10003 Bankruptcy Case No.: 10-16494 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Burton R. Lifland Debtor's Counsel: Brian M. Delaurentis, Esq. BRIAN M. DELAURENTIS, P.C. 36 W. 44th Street, Suite 610 New York, NY 10036 Tel: (212)354-6300 Fax: (212) 954-5081 E-mail: Brian@DeLaurentisLaw.com Scheduled Assets: $5,369,497 Scheduled Debts: Undetermined A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb10-16494.pdf The petition was signed by Robert D. Walsh, general partner. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- AWR Wholesale Inc. 10-15254 10/06/10 A.M.R. Wholesale Inc. 10-15256 10/06/10 WASHINGTON MUTUAL: Plan Hearing Ends, Wait Begins for Ruling ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Washington Mutual Inc. trial over confirmation of the Chapter 11 plan ended December 7. Judge Mary Walrath said she will issue a written opinion although she didn't say when. Mr. Rochelle relates that to approve the plan and sign a confirmation order, the judge must jump three hurdles: (1) The judge must decide it is proper to cram the plan down on the six classes of creditors that voted "no." Four classes voted "yes." (2) She must approve a settlement with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co. that shareholders oppose because they receive nothing. (3) She must rule against holders of $1 billion of trust preferred securities who contend their holdings weren't converted to equity immediately before the bank subsidiary was taken over. WaMu's Chapter 11 plan is based on settlements with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co. The 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. WEGENER CORP: Panel OK Issuance of Common Stock Options ------------------------------------------------------- On December 6, 2010, pursuant to the Wegener Corporation 2010 Incentive Plan, the Compensation Committee of the Board of Directors of Wegener Corporation authorized the issuance to all eligible employees of Wegener Communications, Inc., a wholly owned subsidiary of the Company, common stock options to purchase an aggregate of 563,700 shares of common stock. Included within these options are common stock options issued to three of its executive employees -- including two employee members of the Board of Directors -- to purchase an aggregate of 200,000 shares of common stock. Additionally, the Committee issued to the four non-employee members of the Board of Directors common stock options to purchase an aggregate of 100,000 shares of common stock. All of the stock options are exercisable at an exercise price of $0.125, except for those issued to one executive employee which has an exercise price of $0.1375. All of the stock options vest upon issuance and expire five years from the date of issuance. In addition, the Committee authorized the issuance of 500,000 shares of restricted common stock as awards to two executive officers. The issuances of the restricted stock were made in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. About Wegener Corp. Johns Creek, Ga.-based Wegener Corporation -- http://www.wegener.com/-- was formed in 1977 and is a Delaware corporation. The Company conducts its continuing business through Wegener Communications, Inc. (WCI), a wholly-owned subsidiary. WCI, a Georgia corporation, is an international provider of digital video and audio solutions for broadcast television, radio, telco, private and cable networks. Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a capital deficiency. The Company's balance sheet as of September 3, 2010, showed $8.36 million in total assets, $8.49 million in total liabilities, and a stockholders' deficit of $131,688. WESTERN STATES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Western States Realty, L.L.C. 5912 Yacht Club Drive Rockwall, TX 75032 Bankruptcy Case No.: 10-38578 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale 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 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Hasan Rabah, managing member. WILLIAMS COAL: Has Royalty Income of $1.48MM in Sept. 30 Quarter ---------------------------------------------------------------- Williams Coal Seam Gas Royalty Trust reported distributable income of $1,266,219 for the three months ended September 30, 2010, compared with distributable expenses in excess of income of $104,196 in the same period last year. For the quarter ended September 30, 2010, royalty income received by the Trust amounted to $1,483,027 as compared to $77,767 received for the same quarter in 2009. The increase in royalty income is due to higher natural gas prices and due to receiving four months of production in the 2010 period (versus normally receiving 3 months of production), favorably impacting the gross proceeds (before royalties, taxes, and operating expenses, which are included in royalty income) earned by the properties. For the 2009 period, royalty income was near break-even as gross proceeds were only slightly higher than the expenses included in royalty income, due to the relatively steady level of operating expenses, which are not impacted by changes in natural gas prices. Production volumes are affected by changes in sales prices for natural gas produced and costs that are deducted in calculating the NPI Net Proceeds. Production related to the royalty income received by the Trust in the third quarter of 2010 was 827,563 MMBtu as compared to 153,226 MMBtu for the same quarter in 2009. The Company's balance sheet at September 30, 2010, showed $3,180,294 in total assets, $29,739 in current liabilities, and trust corpus of $3,150,555. The Trust terminated effective March 1, 2010, pursuant to the terms of the Trust Agreement. There exists substantial doubt about the Trust's ability to continue as a going concern. Cancellation of the Trust will occur following the Termination Date when the net proceeds from the sale of the Trust's assets have been distributed to holders of Units in the Trust. The Trust Agreement required termination of the Trust in the event that when a computation is performed as of each December 31, the net present value (discounted at 10%) of the estimated future net revenues (calculated in accordance with criteria established by the SEC) for proved reserves attributable to the Royalty Interests but using the average monthly Blanco Hub Spot Price for the past calendar year less certain gathering costs, is equal to or less than $30 million. The net present value of the estimated future net revenues computed by the independent petroleum engineers as of December 31, 2009, was approximately $8.4 million. The results of this computation triggered an early termination of the Trust. Because the Trust's computed net present value fell below the $30 million stipulated threshold as of December 31, 2009, the Trust terminated effective March 1, 2010. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments, costs and expenses or other matters that might result from the outcome of this termination. All of these adjustments, costs and expenses resulting from the outcome of this termination are not presently known; however, they could be significant. Following termination of the Trust, the Trustee will continue to act as Trustee of the Trust until the net proceeds from the sale of the Trust's assets have been distributed to Unitholders. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?700b About Williams Coal Headquartered in Dallas, Texas, Williams Coal Seam Gas Royalty Trust -- http://www.wtu-williamscoalseamgastrust.com/-- is a grantor trust formed by The Williams Companies, Inc., parent company of Williams Production Company, and was designed to provide unitholders with quarterly cash distributions and tax credits under Section 29 of the Internal Revenue Code, which has expired as of December 31, 2009, from certain coal seam gas properties. The units are listed on The New York Stock Exchange under the symbol "WTU". The Trust owns net profits interests in certain proved coal seam gas properties owned by Williams Production Company and located in the San Juan Basin of northwestern New Mexico and southwestern Colorado, including WPC's 35% net profits interest in 5,348 gross acres in La Plata County, Colorado. WIRECO WORLDWIDE: Moody's Cuts Ratings on Senior Loan to 'Ba3' -------------------------------------------------------------- Moody's Investors Service lowered WireCo Worldwide, Inc.'s senior secured term loan due 2014 to Ba3 from Ba2, but affirmed all the company's other ratings, including its B2 corporate family rating. The downgrade of the term loan resulted from WireCo increasing the term loan to about $235 million from $170 million, which reduced collateral coverage and anticipated loan recovery for this highly leveraged company. Incremental term loan proceeds will be for general corporate purposes including acquisitions and joint venture investments. The rating outlook is stable. These rating actions were taken: -- Corporate Family Rating affirmed at B2; -- Probability of Default Rating affirmed at B2; -- $235 million (originally $175 million) senior secured term loan due 2014 lowered to Ba3 (LGD2, 25%) from Ba2 (LGD2, -- 18%); -- $275 million senior unsecured notes due 2017 affirmed at B3 (LGD5, 77%). -- Speculative Grade Liquidity rating remains SGL-3. Ratings Rationale The change in rating to Ba3 from Ba2 for the senior secured term loan results from the term loan increasing to $235 million from $170 million, reducing collateral coverage, and therefore recovery values in a distressed scenario. The term loan is secured by a first priority lien on the company's domestic and some foreign non-current assets, as well as a second lien on the collateral used to secure the company's asset-based revolver. The term loan continues to benefit from its priority of payment relative to the unsecured notes, which are the most junior debt in WireCo's capital structure. The B2 corporate family rating incorporates WireCo's high leverage. The company's debt exceeds its net sales and the debt- to-EBITDA credit metric is weak relative to the rating. Moody's anticipates free cash flow-to-debt averaging in the mid-single digits, leaving little cushion for earnings variability. The rating also considers WireCo's strategy of growth through acquisitions. Acquisitions may range from sizeable purchases to multiple "bolt-ons", creating integration risk. Nevertheless, earnings derived from acquisitions such as Grupo Oliveira S , and improved operating performance are expected to result in credit metrics more supportive of the corporate family rating over the intermediate term. Additionally, WireCo's global diversification and leading market share in providing high-tension steel rope and wire supporting a myriad of industries including infrastructure development, industrial, oil and gas and mining are positive attributes. Pro forma for Oliveira, WireCo derives about 41% of its revenues from the U.S., about 27% from Europe, 18% from Mexico, and the remaining sales are derived from the rest of the world, providing geographic diversity. WireCo is benefiting from some pockets of strength in its end markets. Infrastructure development, an important driver of the company's revenues, is gaining from bridge repair work. The industrial and mining end markets are improving and the oil and gas industry has rebounded. WireCo also generates solid EBITA margins, benefiting from manufacturing in low cost countries and past rationalization of facilities and work force reductions. Cash on hand, revolver availability and the lack of near-term maturities give WireCo financial flexibility to contend with potential acquisitions and economic uncertainties. Although Moody's anticipates improving operating margins, WireCo must demonstrate its ability to generate meaningful earnings and significant levels of free cash flow. Over the intermediate term an improved liquidity profile and operating performance that results in debt-to-EBITDA approaching 4.5 times on a sustainable basis or EBITA/interest sustained above 2.0 times (all ratios adjusted per Moody's methodology) could result in positive rating actions. Factors that might stress the ratings include erosion in the company's financial performance due to an unexpected decline in WireCo's end markets or deterioration in the company's liquidity profile. Debt-to-EBITDA sustained above 6.0 times or EBITA/interest expense trending towards 1.0 times (all ratios adjusted per Moody's methodology) for an extended period of time could pressure the rating. The last rating action occurred on May 4, 2010, when Moody's initially assigned the B2 Corporate Family Rating. WireCo Worldwide, Inc., headquartered in Kansas City, MO, is a leading global manufacturer and seller of wire ropes, high-tech synthetic ropes, electromechanical cable, and other related products. The company sells into diverse industries including infrastructure, industrials, oil and gas and mining. WIRECO WORLDGROUP: S&P Affirms 'B+' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Kansas City, Missouri-based WireCo WorldGroup. The rating outlook is stable. At the same time, S&P affirmed its 'BB' (two notches above the corporate credit rating) issue-level rating on the $65 million add-on to the second-lien term loan due 2014. The recovery rating remains a '1', indicating S&P's expectation of very high (90%- 100%) recovery for lenders in the event of a payment default. In addition, S&P lowered its issue-level rating on the company's $275 million senior unsecured notes due 2017 to 'B-' (two notches below the corporate credit rating) from 'B'. The recovery rating is revised to '6' from '5', indicating S&P's expectation of negligible (0%-10%) recovery for noteholders in the event of a payment default. The company plans to use proceeds from the term loan add-on to pursue near term strategic initiatives, which could include additional acquisitions. "The affirmation of the corporate credit rating reflects S&P's expectation that WireCo's operating performance will continue to improve because of strong sales growth and increasing end market demand resulting from an improving economy," said Standard & Poor's credit analyst Maurice Austin. S&P expects credit measures will improve to a level S&P would consider more appropriate for a 'B+' rating, given the company's weak business risk profile, during the next several quarters. The rating and outlook incorporate S&P's expectation that adjusted debt will increase to about $525 million as a result of the $65 million add-on to the second-lien term loan. S&P expects pro forma 2010 EBITDA to approximate $100 million because of recent acquisitions and better operating performance amid improving economic conditions. During the nine months ended Sept. 30, 2010, WireCo generated EBITDA of $68 million compared with $52 million during the same period in 2009, owing to better sales and increased end market demand amid improving economic conditions. WORKERS CORP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Workers Corp PMB Dpt 89 HC 1 Box 29030 Caguas, PR 00725 Bankruptcy Case No.: 10-11444 Chapter 11 Petition Date: December 6, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Antonio I. Hernandez Santiago, Esq. HERNANDEZ LAW OFFICES P.O. Box 8509 San Juan, PR 00936-6431 Tel: (787) 250-0575 Fax: (787) 753-7655 E-mail: ahernandezlaw@yahoo.com Scheduled Assets: $1,286,524 Scheduled Debts: $2,420,018 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-11444.pdf The petition was signed by Edwin Guzman Morales, president. W.R. GRACE: Completes Acquisition of Synthetech ----------------------------------------------- W. R. Grace & Co. (NYSE: GRA) and Synthetech, Inc. (NZYM.OB) announced that Grace has completed the previously announced acquisition of Synthetech, a manufacturer of fine chemicals, at a price of $1.163286 per share. "We are pleased to add Synthetech's technical expertise and manufacturing assets," said Greg Poling, Vice President of W. R. Grace & Co. and President of Grace Davison. "This acquisition provides Grace with additional capacity for the manufacture of specialty single-site and polypropylene catalysts used in the production of plastics, as well as adds to our discovery sciences offerings for the pharmaceutical industry, particularly in the area of drug development." About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Presents at Citi Basic Materials Symposium ------------------------------------------------------ W. R. Grace & Co. Senior Vice President and Chief Financial Officer Hudson La Force addressed the Citi Basic Materials Symposium in New York City last November 30, 2010. A replay of the presentation is available at the webcast link in the Investor Information section of the Company's Web site at http://www.grace.com/ About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ZALE CORP: Reports $97 Million Net Loss in October 31 Quarter ------------------------------------------------------------- Zale Corporation announced that for the first fiscal quarter ended October 31, 2010, it had a net loss from continuing operations of $97 million compared to a net loss from continuing operations of $60 million in the comparable quarter last year. Net loss from continuing operations for the first quarter of fiscal 2011 includes a previously announced charge to interest expense of $46 million, of which $31 million is non-cash, which resulted from the First Amendment to the Company's Senior Secured Term Loan. The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion in total assets, $438.51 million in total current liabilities, $450.45 million in long-term debt, $176.31 million in other liabilities, and stockholders' equity of $213.06 million. Revenues for the quarter ended October 31, 2010 were $327 million, a decrease of 0.7% compared to $329 million in the same period in the prior year. Same store sales during the quarter ended October 31, 2010 decreased 1.1%, compared to a decrease of 6.8% during the comparable period in the prior year. For the quarter ended October 31, 2010, the Company achieved gross margin on sales of 50.5%, compared to 48.6% in the comparable quarter last year. The 190 basis point improvement was primarily due to higher recognized warranty revenues during the fiscal 2011 quarter. The Company reduced selling, general and administrative expenses by $8 million to $195 million in the quarter ended October 31, 2010, compared to $203 million in the same period in the prior year. This resulted primarily from the Company's initiatives to reduce expenses, including store closures and lower professional fees. For the first quarter of fiscal 2011, operating loss improved by $15 million to $42 million, compared to $57 million in the prior year quarter. Operating margin was negative 12.8% for the quarter ending October 31, 2011, compared to negative 17.2% in the same period in the prior year. In the quarter ended October 31, 2010, the Company recorded an income tax benefit of $0.1 million, compared to an expense of $1.2 million in the comparable period in the prior year. Inventory at October 31, 2010 stood at $834 million, a decrease of $68 million from October 31, 2009, due principally to store closures and efficiencies achieved in our supply chain operations. As of October 31, 2010, the Company had outstanding debt of $450 million, compared to $466 million as of October 31, 2009. The Company's asset-backed revolving credit facility increases to $650 million during the Holiday season to provide liquidity for Holiday purchases. "Since February 2010 when we began implementing our turnaround plan, each fiscal quarter has shown improvement," commented Theo Killion, Chief Executive Officer. "The second fiscal quarter will provide an important barometer of the progress we're making in our turnaround." "The improvement in our financial performance signifies an important first step in returning to profitability," commented Matt Appel, Executive Vice President and Chief Financial Officer. "Our continuing discipline with respect to promotion, inventory and cost levels will serve us well as we enter this Holiday selling season." A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?7015 About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com and www.pagoda.com. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. * Sarah R. Borders Named to King & Spalding's Policy Committee -------------------------------------------------------------- King & Spalding elected three partners to the firm's 10-person policy committee, effective January 1, 2011. They are Sarah R. Borders (Atlanta), Joseph W. Dorn (Washington, D.C.) and Robert F. Perry (New York). King & Spalding's policy committee is responsible for firm policies, strategic initiatives and the overall enhancement of the firm. Members are elected by the partnership to a three-year term. The new members replace partners Scott J. Arnold, J. Sedwick Sollers and Christopher A. Wray, whose terms expire at the end of 2010. Borders is a member of the firm's financial restructuring practice. She represents creditors and debtors in some of the largest U.S. workouts, restructurings and bankruptcy cases for major industries, including retail, textiles, real estate and healthcare. She is a fellow in The American College of Bankruptcy and former president of the bankruptcy section of the State Bar of Georgia. Dorn is a member of the international trade practice. He focuses on international trade disputes in the United States, in foreign countries and before the World Trade Organization. He has successfully pursued trade remedy actions on behalf of U.S. industries against imports from numerous countries and handled a variety of trade remedy investigations for an array of industries. Perry is managing partner of the firm's New York office and a member of the intellectual property practice. He handles all facets of intellectual property litigation and counseling, with a particular emphasis on patent litigation, frequently in the areas of electronics, semiconductors, networks and telecommunications, including wireless technology and software. He also represents clients in patent infringement lawsuits. About King & Spalding King & Spalding is an international law firm with more than 800 lawyers in Abu Dhabi, Atlanta, Austin, Charlotte, Dubai, Frankfurt, Geneva, Houston, London, New York, Paris, Riyadh (affiliated office), San Francisco, Silicon Valley, Singapore and Washington, D.C. The firm represents half of the Fortune 100 and, according to a Corporate Counsel survey in August 2009, ranks fifth in its total number of representations of those companies. * Houston Law Grad Joins Hughes Watters Askanase ------------------------------------------------ Kristen Baker has joined Hughes Watters Askanase, L.L.P. as an associate supporting the Consumer Financial Services and Default Servicing Practice Areas under the direction of partners Carolyn Taylor and Dominique Varner. "Kristen is an outstanding recent graduate from the University of Houston Law Center. All of us at Hughes Watters Askanase are pleased to have her on board full-time. During the 12 months that Kristen interned with the firm as a law clerk, she proved herself to be conscientious and committed to the practice of law and to working with a team of veteran attorneys. She is an excellent role model for any young person starting a new career in any profession," Varner commented. Baker was admitted to the State Bar of Texas in November after passing the bar exam. She focuses her practice on representing the needs of banks, mortgage servicing companies and other lenders in various aspects of consumer financial services. "Hughes Watters Askanase was the right choice for me to begin my career. The environment at HWA is very team-oriented and respectful. I appreciate the integrity and professionalism that is reflected in the way everyone operates. I am especially impressed with how friendly the attorneys and staff are," Baker commented. Before joining HWA full-time in August 2010, Baker served as a law clerk for Baker & Associates in Houston and as a law clerk at HWA from August 2009 until May 2010. Baker graduated magna cum laude in 2007 with a Bachelor of Arts degree in Communication from Texas A&M University. Baker earned her Juris Doctorate from the University of Houston Law Center in May 2010. While attending the University of Houston, Baker served as a contributing editor to the Texas Journal of Consumer and Commercial Law and was on the University's Moot Court team. She also worked as a legal intern for The Honorable Jeff Bohm, U.S. Bankruptcy Judge, Southern District of Texas. Additionally, she worked as a research assistant for Associate Dean Richard Alderman at the University of Houston. Baker has earned several honors. She was a regional finalist in the American Bar Association's Negotiation Competition in 2008. She also received the 2007 Department of Communication Citizenship Award at Texas A&M. Baker was on the Dean's List at Texas A&M from 2003-2007 and was a member of the National Society of Collegiate Scholars from 2004 through 2007. She has also been a member of the Honor Society of Phi Kappa Phi since 2007. Baker is a member of the Houston Bar Association, the Houston Young Lawyers Association, the Houston Association of Young Bankruptcy Lawyers, the Houston Howdy Club (for Texas A&M alumni), the Arthur L. Moller -- David B. Foltz American Inns of Court, the American Bar Association, and the State Bar of Texas. About Hughes Watters Askanase For more than 32 years, Hughes Watters Askanase, L.L.P. has helped business organizations, financial institutions and individuals succeed with their business endeavors. The Firm's attorneys play a strategic role and support clients through every stage of existence and operation, from formation to liquidation. The Firm's practice focuses on the various interrelated areas that provide the greatest opportunities and most challenging obstacles: Representation of commercial and consumer lenders of all varieties, including banks and credit unions; business bankruptcy; business planning and strategy; default servicing; real estate and finance; commercial and consumer financial services litigation; and wills and probate. * BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership ----------------------------------------------------------- Editors: Terence F. Moore and Earl A. Simendinger Publisher: Beard Books Softcover: 244 pages Price: $34.95 Review by Henry Berry Hospital Turnarounds - Lessons in Leadership is a compilation of twelve essays on the many approaches that have been taken to resuscitate hospitals in distressed situations. Most of the essayists are CEOs or presidents of hospitals or healthcare organizations, and their stories are all different and compelling in their own way. The hospitals differ in their size, marketplace, facilities, and services offered. The causes of their distress vary and the strategies that were used to overcome them are wide-ranging. All-in-all, it makes for an engaging collection of success stories The authors have extensive experience in the healthcare system, and nearly all have held top leadership posts in several public and private hospitals. Most importantly, all have been involved in successful turnarounds at some time in their careers. Two of the authors are from the field of marketing, which can play a significant role in hospital turnarounds. The number of troubled hospitals rises and falls over time, depending on many factors, including the state of the U.S. economy. There are always some hospitals in a distressed situation or teetering close to it. In spite of the fact that healthcare is a basic need in U.S. society, hospitals are constantly vulnerable to financial problems because of competition, changing medical technology, new approaches to healthcare from improved drugs and public awareness, and medical malpractice lawsuits. Any or all of these factors can be financially crippling and, even if the financial impact is minimized, a hospital's reputation can be damaged. Like any other business organization, hospitals can also run into difficulty because of poor management or labor problems. The first and last chapters, "Introduction" and "Turnarounds: An Epilogue," respectively, are written by the co-editors. The balance of the chapters contain first-hand accounts of hospital turnarounds, with the authors asked by the co-editors to "document the role of the various publics." The authors do this, offering their assessment of the role of the board of directors, medical staff, management team, volunteers, and other relevant "publics" in the respective turnarounds. A common thread in this book is that the import and activities of these publics were different in every turnaround. Each turnaround had to address its own grievous, overriding problem or set of problems. Each turnaround had its own cast of characters who brought different backgrounds and skills to the turnaround. As a result, each path taken to overcoming the distressed situation was different. No matter what the cause or causes of a hospital's distressed situation, in nearly every case the problems were first realized when a financial problem became apparent. Thus, turnarounds are inevitably focused on improving a hospital's financial situation. As one of the authors notes, "A turnaround is most often the result of increased revenues and decreased expenses." The approach taken by some of the authors was to focus on "[increasing] revenues to improve the operating margins of their organizations." Many other turnarounds were accomplished by focusing on reducing expenses. Invariably, however, a combination of both was needed and working toward these paired objectives required a new strategic thinking and the development of operational capabilities that prepared the hospital for long-term survival in continually changing market conditions. One author's prescription for success was, "Upward communication, fluidity of organizational structure, a reduction of unnecessary bureaucratic rules and policies, and ambitious yet realistic goals and objectives." These practices are present in healthy companies and usually missing in distressed companies. Implementation of these business practices is essential for a hospital to return to a favorable financial footing. Another author addressed "organizational burnout," which must be corrected if a hospital is to survive. Burnout is evident when "the sum of an organization's actual output is decreasing over time when compared with its potential output." The challenge facing hospital executives and turnaround specialists is to reduce -- and ideally, eliminate -- the gap between actual and potential output. The smaller the gap, the more efficient, productive, and healthy the organization. These are just a few of the observations and lessons provided in this collection of essays. Through engaging first-person accounts of rescue stories, the reader learns what a turnaround is all about, how to diagnose a distressed situation, and how to formulate a strategy that implements specific corrective actions. Terence F. Moore has been involved in the Michigan hospital system as President and CEO of Mid-Michigan Health, Board Member of the Michigan Hospital Association, and Chair of the East Michigan Hospital Association. He is also a fellow of the American College of Healthcare Executives. Earl A. Simendinger is a professor of management at the College of Business at the University of Tampa who for 20 years was a hospital administrator. Also a fellow in the American College of Healthcare Executives, he has written many books and articles on management and organizational development. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***