/raid1/www/Hosts/bankrupt/TCR_Public/111201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 1, 2011, Vol. 15, No. 333
Headlines
155 EAST TROPICANA: Canpartners Accord Calls for Hotel Sale
315 UNION: Hunter Realty Completes Asset Sale
ABITIBIBOWATER INC: Moody's Says Fibrek Offer No Impact on 'B1'
ADVANCED MICRO: Fitch Affirms Rating on Sr. Unsec. Debt at 'B+'
ALEXANDER GALLO: Court OKs Sitrick as Communications Consultant
ALLEGHENY NATURAL: Court Approves Deal Ending Involuntary Case
AMARANTH II: Has Access to RRE VIP's Cash Collateral Until Dec. 31
AMERICAN APPAREL: William Mauer Elected Class B Director
AMERICAN DIAGNOSTIC: Plan Filing Exclusivity Expires Today
AMERICAN AIRLINES: Meeting to Form Creditors' Panel on Dec. 5
AMERICAN AIRLINES: Moody's Downgrades PDR to 'D' on Ch. 11 Filing
AMERICAN AIRLINES: S&P Lowers Corporate Credit Rating to 'D'
AMERICAN AIRLINES: Gets Approval for Normal BUsines Operations
AMERICAN AIRLINES: Wilmington Trust Says It's Not A Creditor
AMERICAN AIRLINES: GAP Expects Business As Usual at Airports
ATLANTIC & PACIFIC: Union Reaches Deal to Aid Bankruptcy Exit
BILL'S GAY: Files for Chapter 11 After Lease Talks Fails
BIOFUEL ENERGY: Thomas Edelman Discloses 9.5% Equity Stake
BLUEKNIGHT ENERGY: To Present at Wells Fargo Annual Symposium
BONAVIA TIMBER: Files Schedules of Assets and Liabilities
CAMTECH PRECISION: Court Extends Units' Exclusivity Periods
CANO PETROLEUM: Gets NYSE Notice for Low Stock Price, Late 10-Q
CAPISTRANO TERRACE: Lawsuit Against Insurers Has Been Dismissed
CARIS DIAGNOSTICS: S&P Withdraws 'B' Corporate Credit Rating
CASCADIA PARTNERS: Court Dismiss Chapter 11 Case
CCC INFORMATION: S&P Raises Corporate Credit Rating to 'B+'
CENTURY PLAZA: Seeks to Employ Crane Heyman as Attorneys
CHINA TEL GROUP: Sues Chinacomm, et al., Over Breach of Pacts
CHEYENNE HOTELS: Case Summary & 20 Largest Unsecured Creditors
CIMA LLC: Bankr. Case Transferred to Southern District of Alabama
CITIZENS CORP: Files for Chapter 11 Bankruptcy Protection
CITIZENS CORP: Case Summary & 7 Largest Unsecured Creditors
CLEARWATER DEVELOPMENT: Hopes to Emerge From Bankruptcy in Spring
CNS RESPONSE: Zachary McAdoo Elected to Board of Directors
CNS RESPONSE: Zanett Opportunity Discloses 8.2% Equity Stake
COMMERCIAL METALS: S&P Puts 'BB+' Corp. Rating on Watch Negative
CONCORD INT'L: Former Directors Agree to Pay $200,000 to Creditors
COUDERT BROTHERS: Gets Judge's Favor on Unfinished Business Claims
DAIRY PRODUCTION: AFS Wins Nod to Seek Votes for Competing Plan
DUKE AND KING: Liquidating Plan Declared Effective Oct. 28
EASTERN LIVESTOCK: Court OKs Norman Gallivan as Auctioneer
ENDURANCE INT'L: S&P Assigns 'B' Corporate Credit Rating
EPIX PHARMACEUTICALS: Joseph F. Finn to Sell Assets in Auction
EVERGREEN SOLAR: Board Names Christian Ehrbar as New CEO
EVERGREEN SOLAR: Wants Plan Filing Period Extended to March 14
FAITH CHRISTIAN: Plan Outline Hearing Continued Until Dec. 16
FGIC CORP: Bond Insurer Files Suit on RFC RMBS Transactions
FLINTKOTE COMPANY: Has Until March 31 to Propose Chapter 11 Plan
FOX RIVER: Hilco Real Estate to Sell School's Assets
GENERAL MOTORS: Scrambles to Defend Volt Amid Battery Woes
GGIS INSURANCE: Files Schedules of Assets and Liabilities
GLOBAL SHIP: Obtains Loan-to-Value Waiver Until November 2012
GLOBAL TEL*LINK: S&P Keeps 'B' Corp. Credit Rating; Outlook Stable
GOLD RESERVE: Gets Toronto Stock Exchange Delisting Notice
GRAPEVINE DEVELOPMENT: Has Until Dec. 6 to Solicit Acceptances
GSC GROUP: Black Diamond Files Disclosures for 2nd Amended Plan
GUIDED THERAPEUTICS: Sells Common Shares and Warrants for $1.7MM
HMC/CAH CONSOLIDATED: Meeting of Creditors Continued to Jan. 12
HOLLIFIELD RANCHES: Can Obtain $220,000 Loan from J.R. Simplot
HORIZON LINES: Settles Opt Outs in Antitrust Suit for $13 Million
INPHASE TECHNOLOGIES: Files Schedule of Assets and Liabilities
INTEGRATED BIOPHARMA: Three Directors Elected at Annual Meeting
JAMESON INNS: Wells Fargo Wants Rules for Cash Collateral Use
JEFFERSON COUNTY: Court Asked to Clarify Sheriff Department Suits
JOHN D. OIL: Mark Dottore Appointed as Receiver
KENTUCKIANA MEDICAL: County Officials Weigh Proposed Funding
KOREA TECHNOLOGY: Examiner to Retain Piercy Bowler as Accountants
LA VILLITA: Court OKs Hohmann Taube as New Counsel
LEHMAN BROTHERS: Klayman & Toskes Launches Recovery Web site
LIBERTY STATE: Faces New Charges Lodged by Attorney General
LOCATION BASED TECH: Files Form S-1, Registers 59MM Shares
LOU PEARLMAN: Ongoing Litigation Blocks Payment to Victims
MERCANTILE BANCORP: Voluntarily Delists Common Shares on NYSE
MF GLOBAL: Finkelstein Thompson Investigating Potential Claims
MISTER BEE: Creditors' Meeting Set for Jan. 1
MONEYGRAM INT'L: Goldman Sachs Discloses 19.8% Equity Stake
MONEYGRAM INT'L: Thomas Lee Discloses 52.6% Equity Stake
MONEYGRAM INT'L: Silver Point Discloses 1.3% Equity Stake
MONTANA ELECTRIC: Can Employ Malcolm Goodrich as Gen. Co-Counsel
MOORE SORRENTO: Can Use Wells Fargo Cash Collateral Until Jan. 1
NATIONAL AIR: Moody's Assigns 'B3' Rating to Secured Notes
NCO GROUP: Business Combination with APAC Sought
NCO GROUP: Moody's Reviews 'Caa1' Corporate Rating for Upgrade
NCO GROUP: S&P Puts 'CCC+' Issuer Credit Rating on Watch Positive
NEUSTAR INC: Moody's Assigns 'Ba2' Corporate Family Rating
NEWPAGE CORP: Seeks to Hire Deloitte FAS for Accounting Services
NEWPAGE CORP: Seeks to Hire Deloitte as Tax Services Provider
NEWPAGE CORP: Court OKs Paul Hastings as Committee's Counsel
NEWPAGE CORP: Court Approves PwC as Independent Auditor
NEWPAGE CORP: Court OKs Young Conaway as Committee's Co-Counsel
NEWPARK RESOURCES: S&P Raises Rating on $172.5MM Notes to 'B-'
NUTRITION 21: Court Approves EisnerAmper as Accountants
NUTRITION 21: Court OKs Employment of J.H. Cohn as Auditors
OILSANDS QUEST: Enters Into Creditor Protection Under CCAA
OLD CORKSCREW: Seeks One-Week Plan Exclusivity Extension
OUTSOURCE HOLDINGS: Disclosures on Liquidating Plan Approved
PALISADES 6300: Can Hire B&RE as Property Manager & Leasing Agent
PACIFIC HIGH: Sunbelt Rentals Buys All Assets for $17.4 Million
PARC AT ROGERS: Wants Chapter 11 Case Dismissed
PHILADELPHIA ORCHESTRA: Judge Okays Bid to Turn Over Pension Plans
PERKINS & MARIE: Emerges from Chapter 11 Bankruptcy
PHILADELPHIA ORCHESTRA: Federal Gov't Can Take Over Pension Plans
PHILLIPS RENTAL: Plan Confirmation Hearing Set for Jan. 10
PONCE DE LEON: Can Employ Doris Barroso Vicens as Accountant
PREMIER TRAILER: Fifth Street Asks Court to Amend Nov. 10 Opinion
PREMIER TRAILER: Judge Won't Reconsider Confirmation of Plan
PURADYN FILTER: Extends Exercise Period of Warrants to 2016
PURE BEAUTY: Files Schedules of Assets and Liabilities
PURE BEAUTY: Committee Taps Pachulski Stang as Counsel
PURE BEAUTY: Committee Retains LM+Co as Financial Advisor
QUALTEQ INC: Files Schedules of Assets and Liabilities
RADIAN GROUP: Must Show Path to Improvement Satisfy States
R.E. LOANS: Hires Alixpartners LLP as Noticing Agent
R.E. LOANS: U.S. Trustee Adds Dixon Collins to Noteholders' Panel
REITTER CORP: Wants Until Dec. 16 to File Amended Plan Outline
RIO RANCHO: Wins Court Approval to Hire Thomas E. Kent as Counsel
ROSSCO HOLDINGS: Court Approves Hahn Fife as Accountants
RPM FINANCIAL: NRC Completes Sale of 16 Convenience Stores
RR DONNELLEY: S&P Revises Outlook on Rating to Negative
RUDEN MCCLOSKY: Committee Wants to Hire Soneet Kapila as Advisor
RUDEN MCCLOSKY: To Hire Steven J. Gutter as Litigation Counsel
SAGAMORE PARTNERS: Court Approves Requisition/Remittance Operation
SHENGDATECH INC: Wants More Time to Recover and Safeguard Assets
SINCLAIR TELEVISION: S&P Affirms 'BB-' Corporate Credit Rating
SOLYNDRA LLC: Creditors Have Until Jan. 23 to File Proofs of Claim
STONEMOR PARTNERS: S&P Puts 'B' Corp. Rating on Watch Negative
SUMMO INC: Chapter 11 Case Dismissal Hearing Today
SW BOSTON: Can Use Cash Collateral of Prudential Insurance
TELETOUCH COMMUNICATIONS: Settles with AT&T Dispute for $18.5MM
TENET HEALTHCARE: Annual Meeting of Shareholders Set for May 10
THE RIM: Developer to Repay Starwood Loan Under Chapter 11 Plan
TOWNSEND CORP: Court Approves Levene Neale as Bankruptcy Counsel
VAN HUNTER: Frost National to Seek Approval of Plan on Jan. 4
VILLAGE AT CAMP: Paid-up Oil & Gas Lease with Chesapeake Okayed
VIRGIN OFFSHORE: Section 341(a) Meeting Moved to Dec. 12
VYCOR MEDICAL: Oscar Bronsther Appointed to Board of Directors
WAXESS HOLDINGS: Amends Third Quarterly Report
WEST END: Files Disclosures for First Amended Liquidating Plan
WINTHROP HOTEL: Files for Bankruptcy to Force Bank to Negotiate
Z TRIM HOLDINGS: Forms Advisory Board to Assist in Planning
* Debt Overhang Begins to Shrink as Consumers Scale Down
* Restructuring Experts Balk at Muni Meltdown Prediction
* Recent Small-Dollar & Individual Chapter 11 Filings
*********
155 EAST TROPICANA: Canpartners Accord Calls for Hotel Sale
-----------------------------------------------------------
Steve Green at Vegas Inc. reports that the Hooters hotel-casino in
Las Vegas will be sold at auction under a deal disclosed in U.S.
Bankruptcy Court on Nov. 29, 2011.
According to the report, Hooters attorney Gerald Gordon, Esq., of
the Las Vegas law firm Gordon Silver told Judge Bruce Markell that
Hooters and Canpartners have now agreed on plans for the property
to be auctioned by Feb. 17, 2011. The court hasn't yet finalized
the sales process or actual auction date.
The report says as part of the agreement, Canpartners isn't
objecting to a request by Hooters that its period to exclusively
propose a plan of reorganization be extended indefinitely. This
helps Hooters by preventing the filing of a rogue reorganization
plan that would be a distraction to the sales process.
The report relates that Innovation Capital LLC of El Segundo,
Calif., has been marketing the property to potential buyers and it
may bring some bidders to the table, though Canpartners appears to
have the inside track at the auction. That's because Canpartners
can essentially foreclose on the property by submitting a "credit
bid," or a bid based on the Hooters debt it owns.
Vegas Inc. says, in abandoning efforts to seek investors to team
with the property's existing owners, Hooters appears to have come
to the conclusion that this wouldn't make sense given existing
ownership's reluctance to pump more capital into the property.
The report says that's an argument made last month in court by
local casino broker John Knott, who noted Hooters is so far
underwater with its creditors that "it's a stretch to expect a
recapitalization to be successful."
The report adds that attorneys said an issue that may need to be
litigated before the auction is whether Canpartners, should it
acquire the property, be able to assert claims for a "deficiency
judgment" -- its losses on paper based on the difference between
the amount of debt it holds and the sales price of the property.
About 155 East Tropicana
155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.
155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt. The two secured credit
facilities were accelerated early this year.
Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes. An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee. Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent. The first-lien obligation is fully secured.
Interest has been paid at the default rate.
Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent. William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property. Alvarez & Marsal serves as financial and
restructuring advisor. Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.
315 UNION: Hunter Realty Completes Asset Sale
---------------------------------------------
Officials at Hunter Realty disclosed that the firm has brokered
the sale of the Hotel Indigo in the heart of downtown Nashville,
Tenn. The hotel was marketed as part of an urban, two-building,
mixed-use high-rise that also includes retail, office space and
private apartments. A private investment group, TN Nashville LLC,
acquired the historic former bank office complex for $14.4
million. Teague Hunter, president, and Brown Kessler, executive
vice president, brokered the transaction.
"This was an extremely complex transaction, with lots of moving
parts that had to come together," Hunter said. "First, the
property was in bankruptcy, and Hunter Realty was brought in by
the trustee because of Brown's in-depth experience with IHG brands
and Hunter Realty's record of success with both troubled and cash-
flowing hotels. We've worked with many lenders and all of the
special servicers on distressed hotels over the past four years.
"Second, the property was a mixed-used, urban re-development of
two bank buildings. In addition to the 97-room Hotel Indigo, the
classic two-building complex included 18 luxury apartments on the
top three floors and 44,000 square feet of office space, as well
as a leased Starbucks on the ground floor," he said. "The
complexity of the property translated into several issues for
which we were able to provide in-depth counsel, ranging from
office space encumbered by a below-market lease to lack of hotel-
owned parking. Third, the hotel had been operating under IHG's
Hotel Indigo brand for less than a year and was still ramping up,
so the project was sold on upside potential.
"One of the major advantages we brought to the table, literally,
was a seasoned former IHG executive, Brown Kessler, who joined our
firm a year ago after serving for 16 years as IHG vice president
of franchise development. Brown was directly responsible for
overseeing the development of six of IHG's hotel brands, including
Hotel Indigo, Crowne Plaza, Holiday Inn, Holiday Inn Express,
Staybridge Suites and Candlewood Suites. His intimate knowledge
of the company and its brands, as well as his strong relationship
with the many franchisees were invaluable to the process."
Hunter pointed out that those kinds of personal connections
enabled the firm to target its marketing and market the complex
more widely, which generated strong interest from many qualified
buyers. In the end, the firm received 11 competitive offers. "The
trustee achieved its pricing goals, and the buyer sees tremendous
upside potential with total ramp up. The key was Brown's first-
hand knowledge of IHG-branded hotels and the qualified potential
buyers he was able to bring to the deal."
Hunter explained that over the years, the firm has developed
strong relationships with the major hotel brands. "We are in
regular contact with all of the brands, including IHG, as well as
the owners and franchisees. IHG-branded hotels have held up well
in a challenging economy and have distinguished themselves in the
recovery. In this particular case, the Hotel Indigo brand was a
major plus and enabled us to achieve an attractive price."
Located at 301 Union Street in the heart of downtown Nashville,
the two adjacent former bank office buildings, 14 and 15 stories
high, built in 1909 and 1926, are minutes from the State Capitol,
County Courthouse, Ryman Auditorium and Printer's Alley and major
businesses.
About Hunter Realty
Hunter Realty -- http://www.HunterHotels.net/-- is an award-
winning firm founded in 1978, has offices in Atlanta, Dallas, Los
Angeles, Miami, New York and Washington, D.C. Hunter's exclusive
focus is on hotel investment advisory services.
About 315 Union Street Holdings
Hotel Indigo is a 10-story boutique hotel in downtown Baltimore.
Owners of Hotel Indigo filed for bankruptcy under Chapter 11 to
avoid foreclosure. The Company said it owes more than $14 million
to several creditors.
315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 10-13106) on Dec. 3, 2010.
According to its schedules, the Debtor had $13,162,646 in total
assets and $25,484,852 in total debts as of the Petition Date.
Steven L. Lefkovitz, Esq., of Lefkovitz & Lefkovitz, serves as
bankruptcy counsel to the Debtor.
Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo
Nashville-Downtown, also based in Mount Juliet, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the
same day. Mr. Lefkovitz serves as counsel to the Debtor. In its
petition, the Debtor scheduled assets of $1,021,971 and debts of
$17,696,245.
Bankruptcy Judge Keith M. Lundin approved the appointment of
Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter
11 trustee to oversee the bankruptcy estate of Union Street Plaza,
effective Dec. 16, 2010. Branch Banking and Trust Company, a
secured creditor, requested for a Chapter 11 trustee, citing that
the appointment will prevent further loss to the estate.
In November 2011, the bankruptcy judge converted the Chapter 11
cases of 315 Union Street Holdings, LLC, and Union Street Plaza
Operations, LLC, to that under the Chapter 7 of the Bankruptcy
Code. Robert H. Waldschmidt, the Chapter 11 trustee, requested
for the conversion of the Debtors' cases.
ABITIBIBOWATER INC: Moody's Says Fibrek Offer No Impact on 'B1'
---------------------------------------------------------------
Moody's Investors Service commented that the ratings of
AbitibiBowater Inc., including the B1 corporate family rating and
the stable rating outlook, are unaffected by the company's
unsolicited offer to acquire Fibrek Inc (B2, stable) for CND$235
million (including an expected paydown of Fibrek's debt). ABI has
announced that it plans to finance the acquisition using cash on
hand and through an issuance of shares. If the acquisition closes
as expected, it will slightly improve ABI's gross leverage metrics
and modestly lessen the company's exposure to declining newsprint
markets.
For more information, please see the Issuer Comment on
AbitibiBowater Inc. dated November 29, 2011 posted on
http://www.moodys.com
Please see ratings tab on the issuer/entity page on Moodys.com for
the last Credit Rating Action and the rating history.
The principal methodology used in rating AbitibiBowater Inc. was
the Global Paper and Forest Products Industry Rating Methodology
published in September 2009.
ABI produces various grades of newsprint, commercial printing and
packaging papers, market pulp and wood products. The company is
the largest producer of newsprint in the world with worldwide
capacity estimated at 3.3 million metric tons (or approximately 9%
of worldwide capacity), and its North American production capacity
is approximately 3.1 million metric tons, representing about 37%
of North American capacity. ABI was created by the October 29,
2007 combination of Bowater and Abitibi Consolidated Inc in a
merger of equals. The registered office of ABI is located in
Wilmington, Delaware, (United States) and the principal office is
located in Montreal, Qu‚bec (Canada). ABI intends to change its
legal name to Resolute Forest Products upon shareholder approval
at its 2012 annual general meeting. LTM September 2011, ABI
generated revenue of $4.9 billion. Fibrek is a producer and
marketer of premium virgin and recycled kraft pulp, with total
annual production capacity of 760,000 tonnes from three North
American mills.
ADVANCED MICRO: Fitch Affirms Rating on Sr. Unsec. Debt at 'B+'
---------------------------------------------------------------
Fitch Ratings has affirmed the following ratings for Advanced
Micro Devices Inc. (NYSE: AMD):
-- Long-term Issuer Default Rating (IDR) at 'B';
-- Senior unsecured debt at 'B+/RR3'.
The Rating Outlook is Positive. Fitch's actions affect
approximately $2 billion of total debt.
The Positive Outlook incorporates the potential for:
i) Consistent annual free cash flow;
ii) Ongoing debt reduction from free cash flow; and
iii) Meaningful diversification of AMD's foundry partners.
Fitch believes annual free cash flow will range from breakeven to
$500 million through most semiconductor cycles, driven by AMD's
fables manufacturing model and lower break-even profitability
level from historical restructuring. Fitch estimates free cash
flow exceeded $300 million for the latest 12 months (LTM) ended
Oct. 1, 2011 and $350 million in fiscal 2010 versus significant
historical cash usage.
Consistent free cash flow will enable AMD to continue reducing
debt, since the company guided that it will deleverage the balance
sheet in order to strengthen its credit profile. AMD reduced the
face value of its debt by approximately $150 million though open
market repurchases of its convertible notes due 2015 during the
quarter ended Oct. 1, 2011.
Fitch estimates the company will have adequate cash available to
meaningfully reduce debt by repaying $485 million of convertible
notes maturing in August 2012. The company guided that it wants
to maintain $1.5 billion of cash on the balance sheet. However,
with approximately $1.8 billion of available cash as of Oct. 1,
2011 and aforementioned expectations for free cash flow, Fitch
believes cash balances could approach $2 billion by August 2012.
Fitch believes the company's diversification of foundry partners
essential to improving AMD's ability to keep pace with Intel
Corporation's (Intel) migrations to next generation technology
nodes. GLOBALFOUDRIES (GF) currently manufactures the majority of
AMD's microprocessors, including the company's accelerated
processing units (APU), but GF's manufacturing missteps during the
third quarter constrained AMD's supply of mobility APUs. However,
AMD's expansion of its partnership with Taiwan Semiconductor
Manufacturing Corp. (TSMC) and qualifications with other foundries
should provide AMD with second source suppliers.
Fitch believes AMD's revenue growth will be constrained by slowing
unit demand in mature markets, cannibalization by media tablets,
and Fitch's expectations for intensifying pricing pressures
heading into 2012. Positively, AMD should benefit from robust
growth in emerging markets, particularly China, where the company
has higher market share. AMD's new APU products, particularly in
mobility markets, command higher average selling prices (ASP) and
should provide some support to revenue levels.
Profitability has improved, but Fitch anticipates operating
profitability will remain in the break-even to upper single digit
range, depending upon highly cyclical revenue levels.
AMD recently announced another round of restructuring, which
should lower annual operating expenses by $115 million beginning
in 2012. At the same time, AMD's operating leverage remains
substantial with research and development (R&D) critical to next
generation technology and product development and gross margins
largely a function of product mix.
Credit protection measures remain solid for the rating, albeit
within a cyclical context. Fitch estimates total leverage (total
debt to operating EBITDA) for the LTM ended Oct. 1, 2011 was
approximately 2.6 times (x) and should remain in the 2x-8x range,
versus significantly higher levels historically. Interest
coverage (operating EBITDA to interest expense) remains near 5x
versus well below 1x historically.
Negative actions could occur if AMD uses significant amounts of
cash despite lower capital intensity. Fitch believes these
actions likely would be the result of: i) meaningfully weaker than
anticipated adoption of AMD's APUs; or ii) drawn out execution
missteps by foundry partners.
As of Oct. 1, 2011, Fitch believes AMD's liquidity is sufficient
and supported by $1.8 billion of cash and cash equivalents. The
company has no revolving credit facility (RCF) and recently wound
down its receivables sales facility with IBM. Fitch's expectation
for annual free cash flow of up to $500 million also supports the
company's liquidity. The ratings incorporate the company meeting
at least the majority of its upcoming $485 million convertible
note maturing in 2012 with available cash.
Total debt was approximately $2.1 billion as of Oct. 1, 2011 and
consisted of:
-- $485 million of 5.75% senior unsecured convertible notes due
2012;
-- $630 million of 6% senior unsecured convertible notes due
2015;
-- $500 million of 8.125% senior unsecured convertible notes due
2017;
-- $500 million of 7.75% senior unsecured convertible notes due
2020; and
-- $31 million of capital leases.
AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized rather than liquidated in a
bankruptcy scenario. This is given Fitch's estimates that AMD's
reorganization value of approximately $1.5 billion exceeds a
projected liquidation value. Furthermore, Fitch believes AMD's
role as a credible viable alternative microprocessor supplier to
Intel also supports reorganization rather than liquidation of AMD
in a bankruptcy scenario. To arrive at a reorganization value,
Fitch assumes a 5x reorganization multiple, and applies it to its
estimate of distressed operating EBITDA of $290 million, which
covers estimated annual fixed charges, resulting in an adjusted
reorganization value of $1.3 billion after subtracting
administrative claims.
Based upon these assumptions, Fitch estimates recovery for the
estimated $2.1 billion of senior unsecured debt has increased to
51%-70%, resulting in Recovery Ratings of 'RR3'.
ALEXANDER GALLO: Court OKs Sitrick as Communications Consultant
---------------------------------------------------------------
Alexander Gallo Holdings, LLC, and its debtor-subsidiaries and
affiliates sought and obtained permission to employ Sitrick and
Company, a division of Sitrick Brincko Group, LLC, as their
corporate communications consultant, nunc pro tunc to the Petition
Date.
Sitrick was the Debtors' corporate communications consultant
before the Petition Date. They desire to continue to employ
Sitrick pursuant to an engagement letter, dated July 11, 2011,
because of the Firm's familiarity with the Debtors' business
operations and its substantial expertise in restructuring and
corporate communications.
The Debtors anticipate that Sitrick will provide, among other
things, professional services that may include, without
limitation, writing and distributing press releases, consulting on
public relations strategy, media relations, and media monitoring
in connection with the Chapter 11 cases as well as advising on
communications programs for various constituents, including
clients.
The Debtors will pay Sitrick its standard hourly rates, which
range from $185 to $895, depending on the particular professional.
Sitrick has received a $60,000 retainer, of which $10,000 is a
refundable expense advance to cover reasonable and necessary out-
of-pocket expenses incurred by the Firm. When the retainer has
been fully applied against time charges, additional time charges
will be billed as incurred.
The Debtors have also agreed to indemnify and hold harmless
Sitrick and its shareholders, parent company, affiliates,
officers, directors, employees, and agents in connection with
services rendered by the firm.
Sitrick attests that it does not hold or represent any interest
adverse to the Debtors' estates and is a disinterested person as
the term is defined in Section 101(14) of the Bankruptcy Code.
About Alexander Gallo
Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States. AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach. Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003. Mr. Gallo has remained as CEO.
AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt. The price wasn't disclosed.
Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011. Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent. In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC. As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.
Bayside is providing $20 million in financing for the Chapter 11
effort. The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.
Bankruptcy Judge Allan J. Gropper presides over the case. Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel. Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel. The Debtors' financial
advisor is Gordian Group, LLC. Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor. Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent. KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.
ALLEGHENY NATURAL: Court Approves Deal Ending Involuntary Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
approved the stipulation dismissing instant involuntary chapter
case of Allegheny Natural Resources Inc.
According to the Troubled Company Reporter on Oct. 28, 2011, the
stipulation was entered between Allegheny and the petitioning
creditors -- Aven Gas & Oil, Inc., Interstate Gas Marketing, Inc.,
and Graig Berland.
The terms of the stipulation include, among other things:
1. Dismissal of the involuntary case is granted without
prejudice to the rights of the Petitioning Creditors to
refile an involuntary case if the reputed Debtor would be
found in material breach of the terms of the settlement
agreement;
2. In the event that a party would request the Court to enforce
the agreement, or take any other action with respect
thereto, the request will be filed under seal and
accompanied by a copy of the agreement; and
3. The Court will retain jurisdiction over the case for the
purpose of enforcing the provisions of the agreement, and
the parties specifically consent to the jurisdiction of the
Court.
TriEnergy OIl & Gas, Inc., indicated that it would not oppose the
settlement.
Terry L. Graffius, Esq., in behalf of AWS, Inc., a respondent,
consented to the stipulated order dismissing case.
AWS Inc is represented by:
Terry L. Graffius, Esq.
LEVENTRY, HASCHAK & RODKEY, LLC
1397 Eisenhower Boulevard
Richland Square III, Suite 202
Johnstown, PA 15904
Tel: (814) 266-1799
About Allegheny Natural Resources
Based in Sewickley, Pennsylvania, Allegheny Natural Resources Inc.
operates 66 gas wells in Pennsylvania and has more than 1,200
acres under lease in Jefferson County. Allegheny was named in an
involuntary Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case
No. 11-24265) on July 5, 2011.
The petitioning creditors Aven Gas & Oil, Inc., Interstate Gas
Marketing, Inc., and Craig Berland allege they are owed $1 million
each. The petitioning creditors are represented by Robert O.
Lampl, Esq. -- rol@lampllaw.com -- as bankruptcy counsel.
Judge Judith K. Fitzgerald presides over the case. The Court has
designated H. James Adams as principal operating officer of the
Debtor. Allegheny is represented by Robert X. Medonis, Esq.
AMARANTH II: Has Access to RRE VIP's Cash Collateral Until Dec. 31
----------------------------------------------------------------
The Hon. Brenda T. Rhoades, of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized, on a final basis, Amaranth
II, LP, to use the cash collateral.
As reported in the Troubled Company Reporter on Nov. 15, 2011, RRE
VIP Amaranth, LLC, asserts a claim against the Debtor in the
outstanding amount of at least $23,203,901 as of the Petition
Date, plus all other obligations and liabilities. The Lender
asserts that the debt is secured by liens and security interests
in, among other things, the Debtor's real property located at
North 2500 Windhaven Parkway in Lewisville, Texas and all of the
Debtor's personal property.
RRE VIP has consented to the Debtor's use of cash collateral to
pay the ordinary course business operations and to maintain the
value of its bankruptcy estate until Dec. 31, 2011.
The Court also ordered that the Debtor will maintain an debtor-in-
possession account at Bank of America. The Debtor will promptly
deposit, and deposit on a daily basis, into the DIP account all
proceeds and collections from the collateral, all cash collateral,
and all cash and revenue generated by the Debtor's business
operations or otherwise received.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender replacement liens
against the Debtor's real property and all of the Debtor's
personal property, and a superpriority administrative expense
claim status.
To the extent the replacement liens fail to adequately protect the
lender for any diminution in value, the lender will be granted
valid, binding, enforceable, and automatically perfected
additional liens and security interests, in, to, and against any
and all properties and assets of the Debtor, real or personal.
About Amaranth II LP
Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case. Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel. The Debtor disclosed $15,641,623 in assets
and $20,244,491 in liabilities as of the Chapter 11 filing.
The petition was signed by Carmelita D. Dolores, president of
Stonebriar Investment, Inc., its general partner. No official
committee of unsecured creditors has been appointed.
AMERICAN APPAREL: William Mauer Elected Class B Director
--------------------------------------------------------
The board of directors of American Apparel, Inc., elected William
Mauer as a Class B director and as a member of the Audit Committee
and Compensation Committee of the Board.
The Board has determined that Mr. Mauer meets the definition of
"independent director" and the requirements to serve on the Audit
Committee, as set forth in Sections 803A and 803B(2),
respectively, of the NYSE Amex Company Guide, and that Mr. Mauer
qualifies to serve as a "financial expert" according to the
requirements of SEC Regulation S-K Items 407(d)(5)(ii) and
407(d)(5)(iii).
As a director, Mr. Mauer will be eligible to receive compensation
in the same manner as the Company's other directors.
Mr. Mauer has been a senior partner at the law firm of Lapin Mauer
since 1986. He has practiced as an attorney for 44 years,
specializing in Real Estate and Financial Transactions. Mr. Mauer
has also served as Governor of Bar of Quebec since 2008.
Additionally, he served as a director and audit committee member
of Republic National Bank from 1983 to 2000. Mr. Mauer received
his law degree from McGill University and his Bachelor of Arts
from Concordia University.
As previously disclosed, on July 11, 2011, the Company received a
letter from the NYSE Amex LLC advising that (i) the Company was
not in compliance with Section 803(B)(2)(a) of the Company Guide,
which requires that the Audit Committee consist of at least three
members, and (ii) the Company's Board had a structure which was
not in compliance with Section 802(d) of the Company Guide, which
the Exchange interprets as requiring that the classes of a
classified board be of approximately equal size and that a
majority of directors be elected every two years.
As a result of Mr. Mauer's appointment to the Audit Committee, the
Audit Committee now consists of three members, which brings the
Company back in compliance with Section 803(B)(2)(a) of the
Company Guide.
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.
Going Concern Doubt
Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.
As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement. As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.
American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.
The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.
Bankruptcy Warning
The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011. Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.
There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all. As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected. Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants. Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise. If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.
AMERICAN DIAGNOSTIC: Plan Filing Exclusivity Expires Today
----------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois previously entered an order
extending until Dec. 1, 2011, American Diagnostic Medicine, Inc.'s
time to file a Plan of Reorganization and Disclosure Statement.
A status hearing regarding the filing of a plan and disclosure
statement will be held on Dec. 6, 2011 at 10:30 a.m.
As reported in the Troubled Company Reporter on Nov. 8, 2011, the
Debtor related that the additional time to file the Plan will
allow the Debtor to negotiate the terms of a consensual Plan with
its secured creditors and the Official Committee of Unsecured
Creditors.
This is the Debtor's fourth extension motion. The Debtor's
secured creditor, Cardinal Health 414, LLC, supported the
extension.
About American Diagnostic
Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States. It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Miriam R. Stein, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, in Chicago, Illinois, serve as the Debtor's bankruptcy
counsel. In its schedules, the Debtor disclosed $11,298,157 in
assets and $11,116,962 in liabilities as of the Petition Date.
Matthew E. McClintock, Esq., at Goldstein & McClintock LLC, in
Chicago, Ill., represent the Official Committee of Unsecured
Creditors as counsel.
AMERICAN AIRLINES: Meeting to Form Creditors' Panel on Dec. 5
-------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold an
organizational meeting of creditors on Dec. 5, 2011, at 10:00 a.m.
in the bankruptcy case of AMR Corporation and American Airlines
Inc. The meeting will be held at:
Sheraton New York Hotel & Towers
811 7th Avenue
New York, NY 10019
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: Moody's Downgrades PDR to 'D' on Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
and Corporate Family ratings of AMR Corporation to D and Ca,
respectively, upon the filing for bankruptcy in the Southern
District of New York by it and certain of its subsidiaries,
including American Airlines, Inc. Concurrently, Moody's also
lowered its ratings on each of the company's rated corporate debt
obligations and Equipment Trust Certificates ("ETC") as denoted in
the debt list included herein and will withdraw these ratings as
well as the Corporate Family and Probability of Default ratings.
Moody's also downgraded its ratings on the American Airlines'
Enhanced Equipment Trust Certificates ("EETC") Series 2001-1: A-
Tranche to Ca from Caa1, B-Tranche to C from Caa2 and C-Tranche to
C from Caa3. The ratings on the company's other EETCs (Series:
2005-1, 2009-1, 2011-1 and 2011-2) have been placed on review for
possible downgrade.
Downgrades:
Issuer: AMR Corporation
-- Probability of Default Rating, Downgraded to D from Caa1
-- Corporate Family Rating, Downgraded to Ca from Caa1
Issuer: Alliance Airport Authority, Inc.
-- Revenue Bonds , Downgraded to C from Caa2
Issuer: American Airlines, Inc.
-- Senior Secured Enhanced Equipment Trust, Downgraded to a
range of C to Ca from a range of Caa3 to Caa1
-- Senior Secured Equipment Trust, Downgraded to a range of C
to Ca from a range of Caa2 to Caa1
-- Senior Secured Shelf, Downgraded to (P)Ca from (P)B2
-- Senior Unsecured Medium-Term Note Program, Downgraded to
(P)C from (P)Caa2
-- Senior Unsecured Regular Bond/Debenture, Downgraded to C
from Caa2
-- Senior Unsecured Shelf, Downgraded to (P)C from (P)Caa2
Issuer: Chicago O'Hare International Airport, IL
-- Revenue Bonds , Downgraded to C from Caa2
-- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2
Issuer: Dallas-Fort Worth Intl. Airp. Fac. Imp. Corp.
-- Revenue Bonds , Downgraded to C from Caa2
-- Senior Secured Revenue Bonds, Downgraded to C from Caa2
-- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2
Issuer: Dallas-Fort Worth TX, Regional Airport
-- Revenue Bonds , Downgraded to C from Caa2
Issuer: New Jersey Economic Development Authority
-- Revenue Bonds , Downgraded to C from Caa2
Issuer: New York City Industrial Development Agcy, NY
-- Revenue Bonds , Downgraded to C from Caa2
-- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2
Issuer: Puerto Rico Ind Med&Env Poll Ctl Fac Fin Auth
-- Revenue Bonds , Downgraded to C from Caa2
Issuer: Puerto Rico Ports Authority
-- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2
Issuer: Raleigh-Durham Airport Authority, NC
-- Revenue Bonds , Downgraded to C from Caa2
Issuer: Regional Airports Improvement Corporation, CA
-- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2
Issuer: Tulsa OK, Municipal Airport Trust (Ttees of)
-- Revenue Bonds , Downgraded to C from Caa2
-- Senior Secured Revenue Bonds, Downgraded to C from Caa2
-- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2
On Review for Possible Downgrade:
Issuer: American Airlines, Inc.
-- Senior Secured Enhanced Equipment Trust, Placed on Review
for Possible Downgrade, currently a range of B1 to Baa3
Withdrawals:
Issuer: AMR Corporation
-- Speculative Grade Liquidity Rating, Withdrawn, previously
rated SGL-3
RATINGS RATIONALE
While Moody's intends to withdraw Moody's corporate and ETC
ratings, Moody's expects to continue to provide ratings on the
company's EETCs because of the structural benefits of these
financings, including the applicability of Section 1110 of the
U.S. Bankruptcy Code and the support of related liquidity
facilities. However, these ratings have been placed on review for
possible downgrade because the company has not provided details of
its fleet plans. Moody's believes that the probability of American
affirming its obligations under most, if not all, of these
financings is high, because of either younger vintage aircraft,
such as in Series 2009-1, or a large number of long-haul aircraft,
such as in Series 2011-2. Nevertheless, the potential remains for
the aircraft that comprise the collateral of at least one of these
EETC financings to be excluded from the reorganized fleet as the
company refines its network and prioritizes improvements in fuel
efficiency. Moody's will consider the company's plans for each of
the EETC financings and will resolve the review as the company
makes clear its intentions pursuant to its rights under Section
1110 of the Code. Moody's believes that the protective features of
these financings and the estimated loan-to-values that provide an
equity cushion for the senior tranches indicate that these
financings should perform well.
The downgrades of the ratings on the Series 2001-1 EETC consider
the very weak collateral protection and the unattractiveness of
the inefficient McDonnell Douglas MD-80 aircraft that comprise the
collateral of this lease financing.
The principal methodology used in rating AMR Corporation was the
Global Passenger Airlines Industry Methodology published in March
2009 and the Enhanced Equipment Trust And Equipment Trust
Certificates Methodology published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
AMR Corporation is based in Fort Worth, Texas. American Airlines,
American Eagle and the AmericanConnection? carrier serve 260
airports in more than 50 countries and territories with, on
average, more than 3,300 daily flights.
AMERICAN AIRLINES: S&P Lowers Corporate Credit Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on AMR
Corp. and American Airlines Inc., including the corporate credit
ratings of both entities to 'D' from 'CCC+'. At the same time,
Standard & Poor's removed those ratings from CreditWatch, where it
had placed them with negative implications on Nov. 17, 2011.
AMR's and American's bankruptcy filing occurred several weeks
after American's pilot union rejected a contract proposal but
while further negotiations under a federal mediator were still
planned. "The choice to file while AMR maintained adequate
liquidity indicates that AMR's board of directors saw no early
resolution to the labor talks, in our opinion. We believe the
board wanted to preserve the company's financial resources for
reorganization," said Standard & Poor's credit analyst Philip
Baggaley.
Standard & Poor's also lowered its issue-level ratings, including
ratings on unsecured debt, secured debt, and airport revenue
bonds, to 'D' and removed all ratings from CreditWatch. The
recovery ratings on the companies' unsecured and secured debt
remain unchanged at this time.
"We are lowering our ratings on American's enhanced equipment
trust certificates, but these obligations remain current. They
have dedicated liquidity facilities, and most are secured by
aircraft that we believe American is likely to keep," Mr. Baggaley
said.
Standard & Poor's believes that AMR and American should be able to
reorganize.
"American will likely lose some customers to competitors, but the
experience of large U.S. airlines that previously operated in
Chapter 11 and emerged successfully should limit passenger
switching," Mr. Baggeley said.
Also, American is the leading airline at several of its main hubs,
notably Dallas/Fort Worth and Miami, and competitor airlines have
little capacity to add passengers at a time when U.S. airline
industry passenger loads (measured by percentage of seats filled,
on a mile-weighted basis) are near historic highs.
AMERICAN AIRLINES: Gets Approval for Normal BUsines Operations
--------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc. and
AMR Eagle Holding Corporation, disclosed that Judge Sean H. Lane
of the U.S. Bankruptcy Court for the Southern District of New York
yesterday granted approval of a series of first day motions filed
by the Company to help facilitate American's and American Eagle's
continued normal business operations throughout the reorganization
process.
The Company also reported that, as expected, American and American
Eagle continued normal operations yesterday, with flights,
reservations, baggage handling, customer service and other
functions operating as usual.
"American continues to make progress on our path to a successful
future," said Tom Horton, Chairman, President and Chief Executive
Officer of AMR and American Airlines. "The Court's immediate
approval of key motions ensures that customers around the world
can continue to rely on American and American Eagle for safe,
reliable and convenient air travel. As American's employees have
continued to demonstrate, we are committed to our customers and we
are confident in our future."
American received authorization to, among other things:
-- provide employee wages, health care coverage, vacation, and
other benefits, without interruption;
-- honor tickets and reservations, and provide refunds and
exchanges as usual;
-- fully maintain AAdvantage(R) frequent flyer and other customer
service programs, and ensure all AAdvantage miles and elite
status earned by members remain secure and intact;
-- continue payments under existing fuel supply contracts;
-- assume interline, clearinghouse, Airline Reporting Corporation
(ARC) and similar agreements; and
-- continue to use existing cash management systems and maintain
existing bank accounts.
As announced earlier yesterday, AMR and certain of its U.S.-based
subsidiaries filed to reorganize under Chapter 11 in the U.S.
Bankruptcy Court for the Southern District of New York. The case
number for AMR is 11-15463, and the case number for American
Airlines is 11-15464. More information about American Airlines
Chapter 11 filing is available on the Internet at
AA.com/restructuring.
AMR's lead counsel is Weil, Gotshal & Manges LLP and its financial
advisor is Rothschild, Inc.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: Wilmington Trust Says It's Not A Creditor
------------------------------------------------------------
Wilmington Trust, a leading provider of institutional trustee,
agency, and administrative services through its Corporate Client
Services (CCS) business, publicly clarified that it is not a
creditor to AMR Corporation (AMR), the parent company of American
Airlines, which filed for Chapter 11 protection on Nov. 29, 2011,
in the U.S. Bankruptcy Court for the Southern District of New
York.
Some media news stories have incorrectly identified Wilmington
Trust as a creditor. Wilmington Trust is not a lender to AMR. The
bankruptcy filing of AMR poses no credit or investment risk to
Wilmington Trust. In the AMR bankruptcy filing, Wilmington Trust
serves multiple trustee roles representing various lenders and
equity investors, but has no economic stake in AMR.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: GAP Expects Business As Usual at Airports
------------------------------------------------------------
Grupo Aeroportuario del Pacifico, S.A.B. de C.V., informed that
AMR Corporation, parent of American Airlines Inc. and AMR Eagle
Holding Company, has publicly announced, that with the goal of
achieving a cost and debt structure that is industry competitive,
to assure its long-term viability and ability to continue
delivering a world-class travel experience for its customers, AMR
and certain of its U.S.-based subsidiaries (including American and
American Eagle) filed voluntary petitions for Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York.
AMR Corporation's Board of Directors assured that Chapter 11
bankruptcy protection is in the best interest of the company and
its shareholders. Similar to what competitors have done in recent
years, the Chapter 11 process permits American and American Eagle
to continue operating flights normally during the reorganization.
In addition, both companies will continue to operate normally as a
result of the availability of approximately US$4.1 billion in
cash.
To date, AMR Corporation, through its two subsidiaries American
and American Eagle, operates at 6 of the 12 airports managed by
GAP, (Aguascalientes, Guanajuato, Guadalajara, Morelia, Puerto
Vallarta and Los Cabos); From January to October 2011, AMR
Corporation, through its subsidiaries, transported 695,893 total
passengers at GAP's airports, which corresponds to 4.2% of GAP's
network.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ATLANTIC & PACIFIC: Union Reaches Deal to Aid Bankruptcy Exit
-------------------------------------------------------------
After a year of intense negotiations, 13 Locals of the UFCW/RWDSU
representing some 36,000 union members from Maryland to
Connecticut have concluded negotiations with The Great Atlantic
and Pacific Tea Company (A&P) and affiliated companies who filed
for Chapter 11 bankruptcy in December of 2010.
Over a three-day voting period, union members from the 13 Local
Unions ratified, by a large majority, new contracts with the
company. The new collective bargaining agreements were
constructed in such a way as to allow A&P to rebuild and emerge
from bankruptcy, while at the same time protecting the jobs, the
medical plans and pensions of the members of the various Local
Unions.
Throughout the bankruptcy proceedings the UFCW/RWDSU Local Unions
have remained united, negotiating as one group, to ensure the best
outcome for the long term health of the company, the members
working in the stores and the more than 300 communities A&P stores
serve.
According to the UFCW/RWDSU this agreement, while concessionary in
nature, was necessary to save the jobs of tens of thousands of
members. UFCW Secretary Treasurer Marc Perrone said of the deal,
"While we are never happy to be in the position of concessionary
bargaining, we do believe that these agreements represent the best
outcome for our members under the circumstances." Perrone
continued, "I am proud of the 13 UFCW/RWDSU Local unions who stood
united and worked together to ensure that the new agreements
minimize the impact on the lives of our members while providing
the A&P companies with sufficient financial savings to help them
emerge from bankruptcy."
Perrone also stated, "A&P's bankruptcy was entirely self-
inflicted, as the company suffered through decades of leadership
that knew very little about running a supermarket chain. While
most of the people responsible for the bankruptcy are no longer
with the company, we truly hope the new leadership team
understands and appreciates the sacrifice our members are making
to help save the companies they have served for years."
The new contracts were a condition to the financing for A&P's
proposed plan of reorganization, and if the new contracts had not
been ratified by the 13 UFCW/RWDSU Unions, A&P could have faced
liquidation.
The new contracts will last five years and will takes effect two
business days after bankruptcy court approval of the agreements. A
bankruptcy court hearing on such approval is scheduled to take
place on Dec. 5.
About Great Atlantic
Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States. Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees
prior to the bankruptcy filing.
A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.
Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors. Kurtzman Carson Consultants LLC
is the claims and notice agent. Lazard Freres & Co. LLC is the
financial advisor. Huron Consulting Group is the management
consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.
A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier. The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.
A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory. Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.
A&P filed a proposed Chapter 11 plan founded upon a $490 million
debt and equity financing announced this month. The proposed
financing, tentatively approved by the bankruptcy judge, allows
A&P to accept a better offer if one appears. New investors
sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc.
and Mount Kellett Capital Management LP.
BILL'S GAY: Files for Chapter 11 After Lease Talks Fails
--------------------------------------------------------
Lisa Fickenscher at Crain's New York reports that Bill's Gay
Nineties filed for Chapter 11 bankruptcy protection after it was
unable to negotiate a lease extension with the building's
landlord. Its owner, Barbara Olmsted, said in court papers she
still hopes to reach an agreement with the landlord or to move the
business to a nearby location.
The report says Ms. Olmstead owes $40,000 in back rent. The
business' other debts are relatively small, as well. The
estimated total debts are between $100,000 and $500,000.
The report adds that the filing also blames the bankruptcy on the
recession and "the difficult climate facing New York restaurants."
Lawrence Morrison, Esq., represents the Company.
Bill's Gay Nineties is a restaurant located in a five-story
townhouse at 57 E. 54th St. in New York.
BIOFUEL ENERGY: Thomas Edelman Discloses 9.5% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas J. Edelman disclosed that, as of
Nov. 7, 2011, he beneficially owns these securities of BioFuel
Energy Corp:
Equity
Amount Class Stake
------ ----- -------
9,950,000 Common Stock 9.5%
1,156,834 Class B Common Stock 6.1%
11,106,834 Common Stock and Class B 9.0%
As of Nov. 7, 2011, and Sept. 30, 2011, respectively, the Company
had 104,292,060 shares of Common Stock issued and outstanding and
18,921,952 shares of Class B Common Stock issued and outstanding,
based upon information provided in the Company's most recent Form
10-Q, filed Nov. 14, 2011. The total number of shares of Common
Stock and shares of Class B Common Stock issued and outstanding,
based upon information provided in the Company's most recent Form
10-Q, filed Nov. 14, 2011, is 123,214,012.
As previously reported by the TCR on March 28, 2011, Mr. Edelman
disclosed that he owns these shares of common stock:
Equity
Amount Class Stake
------ ----- ------
11,383,077 Common Stock 11.0%
1,156,834 Class B Common Stock 6.0%
12,539,911 Common Stock & Class B 10.2%
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/vjcjtj
About Biofuel Energy
Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities. It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.
The Company reported a net loss of $25.22 million on
$453.41 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $19.70 million on $415.51 million of
net sales during the prior year.
The Company's balance sheet at June 30, 2011, showed $311.74
million in total assets, $219.59 million in total liabilities and
$92.14 million in total equity.
The Company also reported a net loss of $14.81 million on
$489.08 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $24.16 million on $312.03
million of net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$305.51 million in total assets, $210.43 million in total
liabilities, and $95.08 million in total equity.
Bankruptcy Warning
Should commodity margins narrow again and continue for an extended
period of time, the Company may not generate sufficient cash flow
from operations to both service its debt and operate its plants.
The Company is required to make, under the terms of its Senior
Debt facility, quarterly principal payments in a minimum amount of
$3,150,000, plus accrued interest. The Company cannot predict
when or if crush spreads will fluctuate again or if the current
commodity margins will improve or worsen. If crush spreads were
to narrow again and continue there for an extended period of time,
the Company may expend all of its sources of liquidity, in which
event the Company would not be able to pay principal and interest
on its debt. Any inability to pay principal and interest on the
Company's debt would lead to an event of default under the
Company's Senior Debt facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
its lenders, could require the Company to seek relief through a
filing under the U.S. Bankruptcy Code. The Company expects
fluctuations in the crush spread to continue.
BLUEKNIGHT ENERGY: To Present at Wells Fargo Annual Symposium
-------------------------------------------------------------
Blueknight Energy Partners, L.P., announced that James Dyer, chief
executive officer of BKEP's general partner, and Alex Stallings,
chief financial officer and Secretary of BKEP's general partner,
will present at the Wells Fargo Securities 10th Annual Pipeline
and MLP Symposium at 3:55p.m., New York City time, on Tuesday,
Dec. 6, 2011.
A copy of BKEP's handout materials for the conference will be
available beginning at 10:00 a.m., New York City time, on Monday,
Dec. 5, 2011. Investors and interested parties can access a copy
of the presentation from the BKEP Web site at http://www.bkep.com/
under the Investors tab.
About Blueknight Energy
Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.
The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.
The Company also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.
BONAVIA TIMBER: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Bonavia Timber Company, LLC, filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:
NAME OF SCHEDULE ASSETS LIABILITIES
---------------- ------ -----------
A - Real Property $12,101,000
B - Personal Property $815,082
C - Property Claimed as Exempt
D - Creditors Holding
Secured Claims $6,611,426
E - Creditors Holding
Unsecured Priority
Claims $18,512
F - Creditors Holding
Unsecured Nonpriority
Claims $16,892
----------- -----------
$12,916,082 $6,646,830
About Bonavia Timber
Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011. The case has been
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq. --
al.kennedy@tonkon.com and michael.fletcher@tonkon.com -- at Tonkon
Torp, serve as the Debtor's counsel. In its petition, the Debtor
estimated assets of $10 million to $50 million.
CAMTECH PRECISION: Court Extends Units' Exclusivity Periods
-----------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida extended the plan exclusivity periods
of the affiliates of Camtech Precision Manufacturing, Inc., et al.
The Court extended Debtor-affiliates' exclusive periods as:
1. R & J National Enterprises, Inc.' exclusive right to:
file a plan: Dec. 13, 2011
solicit acceptances: Feb. 14, 2012
2. Avstar Fuel Systems, Inc.'s exclusive right to:
solicit acceptances: Jan. 4, 2012
About Camtech Precision
Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems. Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.
Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010. Bradley S.
Shraiberg, Esq., who has an office in Boca Raton, Florida, serve
as counsel to the Debtors. Carlos E. Sardi, Esq., and Glenn D.
Moses, Esq., who have an office in Miami, Florida, represent the
Official Committee of Unsecured Creditors. In its schedules,
Camtech disclosed assets of $10,977,673 and debts of $14,625,066.
CANO PETROLEUM: Gets NYSE Notice for Low Stock Price, Late 10-Q
---------------------------------------------------------------
On Nov/ 30, 2011, Cano Petroleum, Inc. received a letter from NYSE
Amex LLC indicating that the timely filing of Cano's Form 10-Q for
the period ended Sept. 30, 2011 is a condition for Cano's
continued listing on the Exchange, as required by Sections 134 and
1101 of the Exchange's Company Guide. Further, Cano's failure to
timely file this report is a material violation of Cano's listing
agreement with the Exchange and therefore, pursuant to Section
1003(d) of the Company Guide, the Exchange is authorized to
suspend and remove Cano's securities from the Exchange unless
action is taken to bring the Company into compliance with Sections
134 and 1101 of the Company Guide by no later than Feb. 20, 2012.
Further, the Staff of NYSE Regulation's corporate compliance
department advised Cano that its common stock may not be suitable
for auction market trading due to its low trading price. The
Staff further advised Cano that, pursuant to Section 1003(f)(v) of
the Company Guide, Cano's continued listing on the Exchange is
predicated on its effectuation of a reverse split within a
reasonable period of time, which the Staff has determined to be no
later than May 22, 2012. As a result of the foregoing, Cano has
become subject to Section 1009 of the Company Guide, which
promulgates the procedures to be followed with respect to
companies identified as being below the Exchange's continued
listing policies and standards.
The Exchange previously cited Cano for equity and financial
impairment deficiencies on Oct. 26, 2011 and requested that a
detailed plan to regain compliance be submitted by Nov. 28, 2011.
The Staff has requested that Cano's plan address the new
deficiencies identified in the Nov. 22, 2011 letter from the
Exchange. The Corporate Compliance Department management of the
Exchange will evaluate Cano's plan and determine whether it
reasonably demonstrates Cano's ability to regain compliance with
the continued listing standards by the relevant deadlines. If the
Exchange accepts the Company's plan, the Company may be able to
continue its listing during the plan periods, provided that the
Company demonstrates progress consistent with its plan and
complies with other applicable Exchange listing qualifications.
If the Company fails to submit a satisfactory plan or fails to
demonstrate progress consistent with the plan accepted by the
Exchange, the Exchange may initiate delisting procedures. During
the plan period, the Company will be subject to periodic review to
determine whether the Company is making progress consistent with
the plan.
About Cano Petroleum
Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States. Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods. Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.
The Company reported a net loss of $185.70 million on
$26.12 million of total operating revenues for the year ended
June 30, 2011, compared with a net loss of $11.54 million on
$22.85 million of total operating revenues during the prior year.
The Company's balance sheet at June 30, 2011, showed
$65.43 million in total assets, $118.80 million in total
liabilities, and a $53.36 million total stockholders' deficit.
Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
Bankruptcy Warning
In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost. Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy. The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.
CAPISTRANO TERRACE: Lawsuit Against Insurers Has Been Dismissed
---------------------------------------------------------------
Frank Shyong at the Orange County Register reports that a
complaint dated Oct. 12, 2011, filed by Capistrano Terrace Ltd.
was dismissed on Nov. 16, 2011, but Capistrano Terrace Ltd. listed
the conduct of the two insurers -- Columbia Casualty Company and
Federal Insurance Company -- as the primary reason the owners had
to file for bankruptcy filing.
According to the report, the complaint centers on a failure-to-
maintain lawsuit that residents brought against the park in 2007.
Capistrano Terrace alleged that the insurance companies mishandled
the trial, delayed settlement and exposed the park owners to
greater liability.
"Left with its two insurers that continually refused to promptly
settle the claims against it, and faced with substantial liability
for both compensatory and punitive damages, as well as a second
and lengthy trial that would consume its employees' resources,
(the owners) had no other option but to file for Chapter 11
bankruptcy protection," say the report citing the complaint.
The report relates that Daniel Rudderow, Esq., attorney
representing Capistrano Terrace Ltd., said the Company dropped the
complaint because they are seeking a resolution to its complaint
in the bankruptcy court.
The report says the timing of the bankruptcy filing was highly
controversial, coming just two hours before the insurers agreed to
pay a $4.85 million settlement to the residents. The Company was
accused of ulterior motives, but, Richard Julian, a former partner
in the park, called it a coincidence.
Mr. Shyong relates that all payments and settlements then fell
under control of a bankruptcy court. None of the money has been
paid. Lisa Darling-Alderton, Esq., an attorney representing
Columbia Casualty Company, said there are no plans to contest the
$4.85 million settlement, he adds.
The report says the fate of the settlement has not been decided,
but James Hinds, Esq., an attorney representing the residents in
the bankruptcy, said it could be used to finance a sale of the
park.
The report notes Mr. Hinds said a community meeting explaining the
deal is expected to take place in December.
Lake Forest, California-based Capistrano Terrace Ltd. filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-19767) on
July 12, 2011. D. Edward Hays, Esq., at Marshack Hays LLP, in
Irvine, California, serves as counsel to the Debtor. The Debtor
estimated assets of $1 million to $10 million and debts of up to
$50 million.
CARIS DIAGNOSTICS: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and issue-level ratings on Irving, Texas-based Caris
Diagnostics Inc. Caris, a provider of anatomical pathology
services, repaid its debt in connection with the company's
acquisition by unrated Japan-based Miraca Holdings Inc.
CASCADIA PARTNERS: Court Dismiss Chapter 11 Case
------------------------------------------------
The Hon. William E. Anderson of the U.S. Bankruptcy Court for the
Western District of Virginia dismissed the Chapter 11 case of
Cascadia Partners LLC because it could not develop a confirmable
plan, and Wells Fargo Bank N.A. has argued and the Court concluded
that there is no equity in the real estate which forms the basis
for this single-asset Chapter 11 case.
The Debtor sought the dismissal, saying the real estate is
encumbered by a deed of trust lien in favor of Wells Fargo which
will not likely produce any equity for the unsecured creditors if
the property is sold at foreclosure, which has been requested by
the bank.
Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia. It
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case
No. 10-63442) on Dec. 1, 2010. W. Stephen Scott, Esq., at
Scott Kroner, PLC, serves as bankruptcy counsel. The Debtor
disclosed $12,074,100 in total assets, and $4,292,894 in total
liabilities in its schedules.
CCC INFORMATION: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Chicago-
based integrated auto claims management software provider CCC
Information Services Inc. to 'B+' from 'B'. The outlook is
stable.
"Additionally, we revised our issue-level rating on the company's
$400 million first-lien facility to 'BB-' from 'B+'. The recovery
rating remains at '2', indicating expectations for substantial
(70%-90%) recovery in the event of payment default," S&P said.
"The upgrade reflects the company's moderate de-leveraging to
below the mid-5x level as a result of EBITDA growth," said
Standard & Poor's credit analyst David Tsui, "and our expectation
that the company will sustain leverage at or below its current
level."
"The ratings on CCC reflect our view that a recurring base of
revenue, high renewal rates, and an entrenched customer base will
continue to support consistent operating results," added Mr. Tsui,
"despite high leverage and CCC's mature and relatively small
target market." "We expect incremental growth to come from new
products and continued add-on sales."
"The outlook is stable and reflects our expectation that revenue
and EBITDA will continue to grow at a modest pace from
contribution of add-on product sales and additional operating
efficiencies, resulting in moderate de-leveraging in the near
term. An ownership structure that we believe precludes material
and sustained reduction in debt currently limits a possible
upgrade. We could consider a lower rating if CCC experiences any
loss of significant customers, or engages in debt-financed
acquisitions leading to and remaining above the 6x area," S&P
said.
CENTURY PLAZA: Seeks to Employ Crane Heyman as Attorneys
--------------------------------------------------------
Century Plaza LLC seeks authority from the U.S. Bankruptcy Court
for the Northern District of Indiana to employ Crane, Heyman,
Simon, Welch & Clar as its counsel. The Debtor has selected
Crane Heyman because of that firm's considerable experience in
matters of this nature.
Upon retention, Crane Heyman will:
(a) prepare necessary applications, motions, answers, orders,
adversary proceedings, reports and other legal papers;
(b) provide the Debtor with legal advice with respect to its
rights and duties involving its property as well as its
reorganization efforts;
(c) appear in court and to litigate whenever necessary; and
(d) perform any and all other legal services that may be
required from time tom time in the ordinary course of the
Debtor's business during the administration of the
bankruptcy case.
The current hourly rates for Crane Heyman are:
Eugene Crane $485
Glenn R. Heyman $485
Arthur G. Simon $450
David K. Welch $450
Scott R. Clar $450
Jeffrey C. Dan $375
John H. Redfield $360
The Debtor agrees to reimburse the firm for its expenses.
Prior to the Petition Date, the Debtor paid Crane Heyman $75,000 a
retainer for its representation of the Debtor in its bankruptcy
case.
David K. Welch, Esq., attest to the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be contacted at:
David K. Welch, Esq.
Arthur G. Simon, Esq.
Jeffrey C. Dan, Esq.
CRANE, HEYMAN, SIMON, WELCH & CLAR
135 South LaSalle Street, Suite 3705
Chicago, IL 60603
Tel: (312)641-6777
Fax: (312)641-7114
About Century Plaza
Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
Century Plaza filed for Chapter 11 bankruptcy (Bankr. N.D. Ind.
Case No. 11-24075) on Oct. 18, 2011. The Debtor estimated assets
and debts of $10 million to $50 million. The petition was signed
by Richard Dube, president of Tri-Land Properties, Inc., manager.
Judge J. Philip Klingeberger presides over the case. The Debtor's
counsel are David K. Welch, Esq., at Crane, Heyman, Simon, Welch &
Clar; and:
Richard E. Anderson, Esq.
Michael E. Anderson, Esq.
ANDERSON & ANDERSON P.C.
Barrister Court
9211 Broadway
Merrillville, IN 46410
E-mail: randerson@andersonandandersonpc.com
CHINA TEL GROUP: Sues Chinacomm, et al., Over Breach of Pacts
-------------------------------------------------------------
U.S.-based VelaTel Global Communications, formerly known as China
Tel Group, Inc.,along with Trussnet Capital Partners (HK) Ltd.,
commenced litigation against Chinacomm Limited, Thrive Century
International Limited, Newtop Holdings Limited, Smart Channel
Development Limited, Mong Sin, Qiu Ping, Yuan Yi, CECT Chinacomm
Communications Co. Ltd. and CECT Chinacomm Shanghai Co. Ltd. in
The High Court of the Hong Kong Special Administrative Region,
Court of First Instance, Action No. 1978 of 2011.
The Litigation arises out of the breach of numerous agreements
between the Plaintiffs and some of the Defendants, including, but
not limited to, Framework Agreements and Subscription and
Shareholders' Agreements, related to a joint venture between the
parties to those agreements for the deployment of a 3.5GHz
wireless broadband telecommunications network in 29 cities in the
People's Republic of China. It addition, the Litigation arises
out of what the Plaintiffs allege to be deceitful representations
by certain of the Defendants in connection with the issuance of
licenses by applicable regulatory agencies in the PRC for the
operation of the Chinacomm Network. Finally, the Litigation
involves the unauthorized removal of the signature of Colin Tay
Yong Lee as an authorized signatory to a joint bank account
Chinacomm Limited has with Standard Chartered Bank (HK) Limited,
one of three Standard Chartered Bank (HK) Limited bank accounts in
the name of Chinacomm Limited and into which the Plaintiffs
deposited $4,749,599.
The Litigation seeks injunctive relief, damages, including, but
not limited to, loss of profits, restitution, reinstatement of any
funds taken from the Standard Accounts, an accounting of any funds
taken from the Standard Accounts, court costs, and further and
other relief as the Court may deem appropriate.
On Nov. 18, 2011, the High Court issued an ex parte order granting
the Plaintiffs' application for injunctive relief, ordering that
Chinacomm Limited, Thrive Century International Limited, Newtop
Holdings Limited, Qiu Ping and Yuan Yi be restrained until further
order of the High Court from:
(i) dealing in the Standard Accounts;
(ii) incurring any liability, creating charges, mortgages,
encumbrances or liens to the detriment of Chinacomm
Limited;
(iii) transferring or changing the existing shareholdings or
proceeding with deregistration or dissolution of Chinacomm
Limited; and
(iv) disposing of any fixed or current assets of Chinacomm
Limited.
In addition, the High Court ordered Qiu Ping, the president of
CECT Chinacomm Communications Co. Ltd. and CECT Chinacomm Shanghai
Co. Ltd., and Yuan Yi, the Chairman of the Board of these two
companies, from disposing of or otherwise dealing with these
companies' assets locally or worldwide for purposes of the orders
in the amount of $4,749,599. Also, the High Court ordered
Chinacomm Limited, Qiu Ping and Yuan Yi to disclose all relevant
information related to the Standard Accounts within 7 days of the
aforementioned orders. The Injunction Order was to remain in
effect until Nov. 25, 2011.
On Nov. 25, 2011, the Injunction Order was continued by the High
Court until further order of the High Court. The deadline for
disclosure by Chinacomm Limited, Qiu Ping and Yuan Yi of the
whereabouts of money in the Standard Accounts was extended 7 days
to Dec. 2, 2011.
The Plaintiffs intend to aggressively prosecute the Litigation,
including the possibility of filing ancillary or supplemental
litigation proceedings in the PRC. The Company does not intend to
file additional Reports on Form 8-K regarding the Litigation,
unless there are developments in the Litigation that the Company
considers material; for example, the final outcome of the
Litigation. The Company will report on developments in the
Litigation and any ancillary or supplemental litigation in the PRC
in its Annual Reports on Form 10-K and in its Quarterly Reports on
Form 10-Q.
About China Tel
Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services. Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services. ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.
Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million. The Company
expects to continue to incur net losses for the foreseeable
future.
The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010. As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results. The
independent auditors noted that the Company has incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.
The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.
The Company also reported a net loss of $17.97 million on $488,476
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $38.22 million on $729,701 of revenue for the same
period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.
CHEYENNE HOTELS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cheyenne Hotels, LLC
dba Hampton Inn & Suites
225 East Cheyenne Mountain Boulevard, Suite 210
Colorado Springs, CO 80906
Bankruptcy Case No.: 11-37518
Chapter 11 Petition Date: November 25, 2011
Court: U.S. Bankruptcy Court
District of Colorado (Denver)
Judge: Michael E. Romero
Debtor's Counsel: Thomas F. Quinn, Esq.
THOMAS F. QUINN PC
1600 Broadway, Suite 2350
Denver, CO 80202
Tel: (303) 832-4355
Fax: (720) 554-8033
E-mail: tquinn@tfqlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Tanveer Khan, manager.
Affiliate that filed separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Cheyenne Hotel Investments, LLC 11-25379 06/28/11
Cheyenne Hotels, LLC's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
CS Hospitality Promissory Note & $1,086,171
3333 SE 21st Street Deed of Trust
Topeka, KS 66607
Gary Goforth, John F. McGivern -- $1,086,171
JFM Limited Partnerhip, LP,
David Pener
P. O Box 390
Butler, MO 64730
Colorado East Bank & Trust -- $300,000
104 S. Cascade, Suite 107
Colorado Springs, CO 80903
Pawee Leasing -- $44,553
Financial Pacific Leasing, LLC -- $43,808
Simplex Grinnell -- $34,245
Hilton Hotels Corp -- $33,083
Colorado East Bank & Trust -- $26,958
Eastern Funding, LLC -- $20,408
AT&T Telephone Services $20,387
Htachett Hospitality, Inc. -- $19,300
City of Salida -- $15,550
Key Equipment Finance, Inc. -- $15,484
Team Funding Solutions -- $12,882
The Salida Utilities -- $4,851
Bresnan Communications -- $2,518
Lands End Business Outfitters -- $2,389
Century Link Telephone Services $1,997
Dan S. Hughes, P.C. -- $1,279
Elevation Outdoor Advertising, Inc.-- $1,100
CIMA LLC: Bankr. Case Transferred to Southern District of Alabama
-----------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida transferred the Chapter 11 case of
CIMA, LLC, to the Southern District of Alabama.
As reported in the Troubled Company Reporter on Oct. 6, 2011, Bank
of the Ozarks, the largest creditor of CIMA, LLC, and the Debtor's
secured lender, requested for the transfer of venue stating that,
among other things:
* the Debtor's primary asset is a large tract of land
situated along Interstate 65 outside of Mobile, Alabama.
* The Debtor, according to the public records of the State of
Alabama, is an Alabama limited liability company.
* The records of the Secretary of State of the State of
Alabama show that the Debtor's address is in Alabama
notwithstanding the Debtor's allegation that its principal
place of business is in Fort Lauderdale, Florida.
On Oct. 17, 2011, four creditors, Shelby Concrete Company, Inc.,
Beard Equipment Company, Inc., Cowin Equipment Company, Inc., and
Stuart C. Irby Company filed a joinder to Bank of the Ozarks'
motion.
The Clerk of Court will take all steps necessary to transfer the
case and the file to the Southern District of Alabama.
About CIMA LLC
Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done. CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.
CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011. Judge Raymond B. Ray presides over
the case. Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort. The Debtor
disclosed $18,876,064 in assets and $10,535,230 in liabilities as
of the Chapter 11 filing. The petition was signed by J. Marion
Uter, manager.
CITIZENS CORP: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Brian Reisinger at Nashville Business Journal reports that
Citizens Corp. filed on Nov. 28, 2011, for Chapter 11 protection,
listing about $17.7 million in liabilities.
Ed Lowery, a former owner of Peoples State Bank of Commerce of
Nolensville and various other entities, serves as chairman of the
company.
Debts are owed to a range of companies, including Peoples State,
lender Tennessee Commerce Bank of Franklin, Tenn., and other
entities to which Mr. Lowery has ties or has done business with.
Bob Mendes of Nashville bankruptcy litigation firm MGLaw
represents the Company. Mr. Mendes said the Company's filing back
to stalled negotiations with Tennessee Commerce. "The summary I
think is Tennessee Commerce is in such a non-functioning state
that it's not possible to negotiate with them any longer," the
report quotes Mr. Mendes as saying.
According to Nashville Business Journal, Peoples State Bank of
Commerce is one of two -- the other being Farmers Bank of
Lynchburg -- that previously came under control of Tennessee
Commerce in a deal to settle a debt Mr. Lowery had with the
institution. Tennessee Commerce has been facing its own woes,
searching for capital and dealing with regulators after its parent
company disclosed a $120 million loss in the third quarter.
Representatives of Tennessee Commerce could not be immediately
reached for comment. But bank management previously cast the deal
with Mr. Lowery's two banks as an innovative way to settle a debt
and set it up for future opportunities.
"Our objective is to resolve non-performing debt in a manner that
bolsters our company's future," Business Journal quotes chairman
and CEO Mike Sapp as stating.
The report notes that Tennessee Commerce has not formally acquired
the two banks in which Mr. Lowery previously held ownership. Key
questions in the local financial industry since Tennessee
Commerce's troubles escalated in recent months have been what it
will do with the two institutions and how the health of all three
will affect related entities.
Citizens Corp. operates a mortgage brokerage.
CITIZENS CORP: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Citizens Corporation
201 Jordan Road
Franklin, TN 37067
Bankruptcy Case No.: 11-11792
Chapter 11 Petition Date: November 28, 2011
Court: U.S. Bankruptcy Court
Middle District of Tennessee (NASHVILLE)
Judge: George C. Paine, II
Debtor's Counsel: Robert J. Mendes, Esq.
MGLAW, PLLC
2525 West End Avenue, Suite 1475
Nashville, TN 37203
Tel: (615) 846-8000
Fax: (615) 846-9000
E-mail: rjm@mglaw.net
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Marion Ed Lowery, chairman.
Debtor's List of Its Seven Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Tennessee Commerce Bank -- $17,259,871
381 Mallory Station Road, Suite 207
Franklin, TN 37067
BBC Holdings Working Capital $284,000
233 Bedford Way
Franklin, TN 37067
Peoples State Bank of Commerce Credit Card $70,719
MasterCard
5399 Main Street
Grant, AL 35747
Baker Donelson Bearman Caldwell Legal Services $33,890
& Berkow
Alexander Thompson Arnold PLLC Accounting Services $23,727
Taylor Consulting Group, Inc. Valuation Advisory $11,340
Services
FedEx FedEx Account $292
CLEARWATER DEVELOPMENT: Hopes to Emerge From Bankruptcy in Spring
-----------------------------------------------------------------
Randy Wyrick at Vail Daily reports that Clearwater Development
Inc. could emerge from bankruptcy this spring.
According to the report, Russ Hatle, one of the investors in
Clearwater Development, Brightwater's original developer, said a
bankruptcy sale is scheduled to close this spring. Mr. Hatle is
also a member of Reconcile, L.L.C., one of the groups trying to
buy Brightwater out of bankruptcy. Mr. Hatle resigned his seat on
the Clearwater Development board, but is still a shareholder.
Clearwater Development, Inc., filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 11-18725) in Denver on April 18, 2011. The
Debtor said in a court filing it has properties worth $8,000,000,
constituting 50 finished single family home sites, 65 partially
finished family home sites, 225 entitled single family home sites,
completed 18 hole Robert Trent Jones Jr. golf course, completed 18
hole putting course, 25 acres of lakes, among others. The
properties secure a $69,543,133 debt.
CNS RESPONSE: Zachary McAdoo Elected to Board of Directors
----------------------------------------------------------
The Board of Directors of CNS Response, Inc., elected Zachary
McAdoo to the Board. Mr. McAdoo will serve as Chairman of the
Board's Audit Committee.
On Nov. 17, 2011, Zanett Opportunity Fund, Ltd., a Bermuda
corporation for which McAdoo Capital, Inc., is the investment
manager, purchased subordinated secured convertible notes of the
Company in the aggregate principal amount of $250,000 and warrants
to purchase 2,500,000 shares of common stock for cash payments
aggregating $250,000. The Bridge Notes mature one year from the
date of issuance, earn interest at a rate of 9%, are convertible
into shares of common stock of the Company at a conversion price
of $0.10 and are secured by a second position security interest in
the Company's assets. Mr. McAdoo is the president and owner of
McAdoo Capital, Inc.
About CNS Response
Aliso Viejo, Calif.-based CNS Response, Inc., is a cloud-based
neurometric company focused on analysis, research, development and
the commercialization of a patented platform which allows
psychiatrists and other physicians to exchange outcome data
referenced to electrophysiology. With this information,
physicians can make more informed decisions when treating
individual patients with behavioral (psychiatric and/or addictive)
disorders. The Company's secondary Clinical Services business,
operated by its wholly-owned subsidiary, Neuro-Therapy Clinic
("NTC"), is a full service psychiatric clinic.
Cacciamatta Accountancy Corporation, in Irvine, California,
expressed substantial doubt about CNS Response's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010. The independent auditors
noted that of the Company's continued operating losses and limited
capital.
The Company's balance sheet at June 30, 2011, showed $1.36 million
in total assets, $10.46 million in total liabilities, and a
$9.10 million total stockholders' deficit.
CNS RESPONSE: Zanett Opportunity Discloses 8.2% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Zanett Opportunity Fund, Ltd., and its affiliates
disclosed that, as of Nov. 17, 2011, they beneficially own
5,000,000 shares of common stock of CNS Response, Inc.,
representing 8.2% of the shares outstanding. The calculation is
based on 56,117,600 shares outstanding as of Aug. 15, 2011, as
reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ending June 30, 2011. A full-text filing of the
Schedule 13D is available for free at http://is.gd/G96sWx
About CNS Response
Aliso Viejo, Calif.-based CNS Response, Inc., is a cloud-based
neurometric company focused on analysis, research, development and
the commercialization of a patented platform which allows
psychiatrists and other physicians to exchange outcome data
referenced to electrophysiology. With this information,
physicians can make more informed decisions when treating
individual patients with behavioral (psychiatric and/or addictive)
disorders. The Company's secondary Clinical Services business,
operated by its wholly-owned subsidiary, Neuro-Therapy Clinic
("NTC"), is a full service psychiatric clinic.
Cacciamatta Accountancy Corporation, in Irvine, California,
expressed substantial doubt about CNS Response's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010. The independent auditors
noted that of the Company's continued operating losses and limited
capital.
The Company's balance sheet at June 30, 2011, showed $1.36 million
in total assets, $10.46 million in total liabilities and a $9.10
million total stockholders' deficit.
COMMERCIAL METALS: S&P Puts 'BB+' Corp. Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on Irving, Texas-based
Commercial Metals Co. on CreditWatch with negative implications.
"The CreditWatch placement reflects uncertainty regarding
Commercial Metals' strategic direction and ultimate capitalization
following reports that the company has received a buyout offer
from Icahn Enterprises L.P. (IEP) for $15 per share, a 31% premium
over the Nov. 25, 2011, closing price, or approximately $2.9
billion including assumed debt," said Standard & Poor's credit
analyst Maurice Austin. "According to an open letter from CEO Carl
Icahn dated Nov. 28, 2011, IEP intends to combine Commercial
Metals with IEP's own metals recycling assets. IEP intends to sell
Commercial Metals' noncore assets and immediately appoint a new
management team to run the steel business."
Mr. Icahn's activism causes some uncertainty regarding the
potential strategic direction of the company which, if successful,
has the potential to result in a more-aggressive financial policy.
The ratings could come under pressure if the company's business
mix were to change substantially or if debt increased
significantly.
"Commercial Metals had about $1.2 billion of total reported debt
outstanding as of Aug. 31, 2011. Currently, we view the company's
business risk profile as fair and its financial risk profile as
intermediate," S&P said.
"We will resolve the CreditWatch when more information regarding
the proposed transaction becomes available," Mr. Austin continued.
"We will then assess the company's financial policy and the impact
of any potential transaction on the company's capital structure."
CONCORD INT'L: Former Directors Agree to Pay $200,000 to Creditors
------------------------------------------------------------------
Kevin Herrera at Santa Monica Daily Press, citing court documents,
reports that Susan Packer Davis, the former director at Concord
International High School, has agreed to pay parents and other
creditors $200,000 as part of a settlement agreement.
According to the report, Ms. Davis was accused of misusing more
than $1 million in school funds to pay for personal expenses. She
also put her husband, Eric Hille, and her son, Alexander Davis, on
the school's payroll although it was uncertain what services they
provided or the value of those services. All three were named in
a civil lawsuit, which was filed in April in U.S. Bankruptcy Court
by trustees of the now-defunct school.
The report says the settlement was expected to be approved on
Nov. 29, 2011, by Judge Barry Russell during a hearing in downtown
Los Angeles. In exchange for the payment, the lawsuit will be
dismissed and no report will be made to any credit agency with
respect to the settlement.
The report notes Michael Kogan, Esq., Concord's counsel during the
bankruptcy proceedings, said the settlement was fair and based on
several factors including the cost of further litigation, the
number of claims filed and the risk involved with collecting the
money.
Based in Santa Monica, California, Concord International High
School Inc. aka Concord High School filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-58454) on
Nov. 11, 2010. Judge Barry Russell presides over the case.
Michael S. Kogan, Esq., at Ervin Cohen & Jessup LLP, represents
the Debtor. The Debtor estimated both assets and debts of between
$1 million and $10 million.
COUDERT BROTHERS: Gets Judge's Favor on Unfinished Business Claims
------------------------------------------------------------------
Chip Giambrone at Westlaw Journal Bankruptcy reports that U.S.
District Judge Colleen McMahon of the Southern District of New
York ruled that the plan administrator for Coudert Brothers law
firm cannot receive final adjudication in bankruptcy court for its
state-law "unfinished business" claims against 10 law firms that
took over representation of Coudert's clients.
The case is Development Specialists Inc. v. Akin Gump Strauss
Hauer & Feld LLP et al., Nos. 11-5968, 11-5969, 11-5970, 11-5971,
11-5972, 11-5973, 11-5974, 11-5983, 11-5984, 11-5985, 11-5993, 11-
5994, 11-5995, 2011 WL 5244463 (S.D.N.Y. Nov. 2, 2011).
According to the report, Judge McMahon agreed with the defendant
firms that the claims should be withdrawn from Coudert's
bankruptcy proceeding in light of the U.S. Supreme Court's recent
decision in Stern v. Marshall, 131 S. Ct. 2594 (June 23, 2011).
Stern holds that while bankruptcy courts have jurisdiction over
all "core proceedings," they lack the constitutional authority to
enter a final adjudication of core claims involving private rights
that are not necessarily determined in ruling on a creditor's
proof-of-claim against the debtor's estate, unless all the parties
consent, Judge McMahon explained in a written opinion.
The report relates that the suits seek to hold the firms liable
for any fees earned on matters Coudert's former partners brought
with them, the opinion said. The firms initially tried to have
the suits dismissed under the theory that the "unfinished business
doctrine" only applies to contingency fee cases, and not to cases
where the client agrees to pay for services on an hourly basis.
The report says the plan administrator countered that the request
is untimely because the bankruptcy case has been pending for
several years, and the firms have consented to being in Bankruptcy
Court.
About Coudert Brothers
Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution. The
firm had operations in Australia and China. The Debtor filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts. The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors. Brian F. Moore, Esq., and David J. Adler,
Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors. Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date. The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan. The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.
DAIRY PRODUCTION: AFS Wins Nod to Seek Votes for Competing Plan
---------------------------------------------------------------
Judge James D. Walker. Jr., has approved the disclosure statement
in support of a Plan of Reorganization dated Nov. 6, 2011, filed
by Agricultural Funding Solutions LLC (AFS) on behalf of the
Chapter 11 cases of Dairy Production Systems - Georgia LLC, Dairy
Production Systems - Mississippi, LLC, and Heifer Haven, LLC.
The voting deadline on the Plan is set on Dec. 5, 2011. Any
objection to confirmation of the Plan will be due on or before
Dec. 12, 2011. A hearing for the consideration of confirmation of
the Plan and any objections to confirmation of the Plan will be
held on Dec. 14, 2011 at 10:00 a.m.
The Plan provides for:
a. the transfer of substantially all of the assets of each of
the Debtors to various acquiring entities (DairyCo), which
will be 100% owned by AFS or its designee(s), free and
clear of all Claims, liens, charges, encumbrances and
interests except as otherwise specifically provided in the
Plan;
b. a settlement with AFS of the AFS Causes of Action in
exchange for funding of the Plan;
c. funding by AFS or DairyCo of up to $2.5 million to pay
Allowed Administrative Expense Claims, Allowed Fee Claims,
and Allowed Priority Tax Claims;
d. funding by AFS or DairyCo of $1,000,000 to the Liquidation
Trust; and
e. establishment and implementation of a Liquidation Trust
for the purposes of (i) evaluating, prosecuting and
resolving all Disputed Priority Non-Tax Claims, Disputed
Other Secured Claims, Disputed Unsecured Claims and
Disputed Convenience Class Claims against the Debtors'
Estates; (ii) prosecution of Causes of Action and the
Bankruptcy Causes of Action, to the extent not settled or
resolved prior to the Effective Date of the Plan; (iii)
holding and liquidating any Liquidation Trust Assets; and
(iv) the making of distributions under the Plan.
The Plan is expected to become effective within 30 days after
entry of the Confirmation Order, upon satisfaction of certain
conditions.
The classification of claims and interests under the plan are:
A. Unclassified Claims (Administrative Expense Claims, Fee
Claims and Priority Tax Claims) will receive cash equal to
the amount of the claim paid by the Proponent or DairyCo
subject to the Direct Payment Cap; or (b) other treatment
as to which the Proponent or DairyCo and the holder of the
allowed claim agreed upon in writing. Administrative
expense claims total $2,216,956 while fee claims total
$957,775.
B. Class 1 (Priority Non-Tax Claims) will receive cash equal
to the amount of the Allowed Priority Non-Tax Claim paid
by the liquidation trust from the liquidation trust
assets; or (b) other treatment which the Proponent,
DairyCo, the Liquidation Trustee and the holder of the
allowed priority non-tax claim agreed upon in writing.
C. Class 2 (AFS Secured Claim) will receive their pro rata
share of (a) the DairyCo Equity Interests and (b) the
DairyCo Notes. AFS claims total $77,168,958.
D. Class 3A (Allowed Other Secured Claim) will receive (a)
one of the treatments specified in Section 1124 of the
Bankruptcy Code; or (b) other treatment which the
Proponent, DairyCo, the Liquidation Trustee and the Holder
of the Allowed Other Secured Claim agreed upon in writing.
E. Class 3B (Allowed Setoff Claims) will receive payment in
full, in cash, from DairyCo or the Proponent, in an amount
equal to the Allowed amount of the Allowed Setoff Claim in
60 equal monthly installments, together with interest at
the rate of the prime rate plus one percent per annum.
Class 3B is estimated to total $326,955.03.
F. Class 4 (Allowed Unsecured Claims) will receive their pro
rata share of the liquidation trust proceeds. Upon the
Effective Date of the Plan, the Holders of the allowed AFS
deficiency claims, which are included in this Class 4,
will be deemed to have waived any and all rights to
distributions on account of their respective allowed
unsecured claims only with respect to the Liquidation
Trust Contribution, and they otherwise will be entitled to
receive their Pro Rata Share of the Liquidation Trust
Proceeds. Allowed unsecured total $53,480,760.
G. Class 5 (Allowed Convenience Class Claims) will receive
100% of their allowed convenience class claim, which will
be paid from the Liquidation Trust Contribution. Class 5
claims total $59,646.
H. Class 6 (Equity Interests) will be extinguished on the
Effective Date.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/DAIRYPRODUCTION_ds.pdf
Two Competing Plans
As reported in the Oct. 11, 2011, edition of the Troubled Company
Reporter, two competing plans for the Debtors have been proposed.
One was filed by Agricultural Funding Solutions, LLC, on Sept. 8,
2011, and the other was filed by the Official Committee of
Unsecured Creditors on Sept. 20, 2011.
The Committee Plan provides that the Dairies will continue
operations, and payments to Allowed Claims in the case will be
made out of the operating revenues of the Reorganized Debtors
pursuant to the terms of the Committee Plan. The Committee Plan
provides that the Trustee will liquidate Heifer Haven following
confirmation and use the proceeds to purchase producing cows on
the market, with the replacements to remain subject to any lien of
AFS. The Committee Plan provides that the trustee will manage the
Dairies' assets during the Participation Period.
Full-text copies of the Committee's Competing Plan is available
for free at:
http://bankrupt.com/misc/DAIRYPRODUCTION_DSbyCommittee.pdf
About Dairy Production
Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia. DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.
DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010. Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel. Morgan Joseph TriArtisan LLC serves as their
financial advisor and investment banker. DPS Georgia disclosed
assets of $6,178,324 and debts of $19,182,907 as of the Petition
Date.
Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions. Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.
The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.
Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.
DUKE AND KING: Liquidating Plan Declared Effective Oct. 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota confirmed
the joint Third Amended Joint Chapter 11 Plan of Liquidation filed
by Duke and King Acquisition Corp., et al., and the Official
Committee of Unsecured Creditors. The Effective Date of the Plan
will be deemed to have occurred on Oct. 28, 2011.
Duke and King Acquisition, et al., and the Official Committee of
Unsecured Creditors filed on Oct. 11, 2011, a Third Amended Joint
Chapter 11 Plan of Liquidation for the resolution of the
outstanding claims against and interests in the Debtors'
respective bankruptcy estates.
The Plan follows the closing of a sale of most of the Debtors'
operating assets to Strategic Restaurants Acquisition Company II,
LLC, Heartland Midwest, LLC, Cave Enterprises Operations, LLC, and
Crown Ventures Iowa, Inc., respectively, and contemplates the
liquidation of any unsold assets and distribution of the proceeds
pursuant to this Plan.
The Debtors estimate there to be between approximately $300,000
and $550,000 of Class 1 Allowed Secured Claims, which will receive
a 100% distribution. Class 1 is unimpaired.
The Debtors estimate there to be approximately $1,000 of Class 2
Allowed Other Priority Claims, which will receive a 100%
distribution. Class 2 is impaired.
Each Holder of a Class 3 Allowed General Unsecured Claim will
receive a Pro Rata share of the net proceeds of the Liquidating
Trust Assets after the payment of all Allowed Fee Claims, Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Other
Priority Claims and Allowed Secured Claims, and the payment of all
costs and expenses of the Liquidating Trust. The Debtors estimate
there to be $6,000,000 to $7,500,000 of Allowed General Unsecured
Claims, which will receive a 19% to 38% distribution. Class 3 is
impaired.
On the Effective Date, all Interests in the Debtors, except for
those in Duke Acquisition and Duke Missouri, will be deemed
automatically canceled, will be of not further force, whether
surrendered for cancellation or otherwise, and the obligations of
the Debtors thereunder or in any way related thereto will be
discharged. All Interests are not entitled to any distributions
under this Plan.
A copy of the Third Amended Joint Plan is available for free at:
http://bankrupt.com/misc/dukeandking.dkt464.pdf
About Duke and King
Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies. Duke and
King, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4,
2010. Duke and King estimated its assets and debts at $10 million
to $50 million.
Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel. Mastodon Ventures, Inc. acts as the Debtors' investment
banker. Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee of Unsecured Creditors. Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.
EASTERN LIVESTOCK: Court OKs Norman Gallivan as Auctioneer
----------------------------------------------------------
James A. Knauer, the Chapter 11 trustee for Eastern Livestock Co.,
LLC, sought and obtained permission from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Norman J. Gallivan,
Inc. as auctioneer.
The Chapter 11 Trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
About Eastern Livestock
Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states. ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.
On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No. 10-
93904) for the Company. The creditors asserted $1.45 million in
claims for "cattle sold," and are represented by Greenebaum Doll &
McDonald PLLC. The Court entered an Order for Relief on Dec. 28,
2010. Judge Basil H. Lorch III, at the behest of the creditors,
appointed a trustee to operate Eastern Livestock's business.
The Chapter 11 trustee has tapped James M. Carr, Esq., at Baker &
Daniels LLP, as counsel. BMC Group Inc. is the claims and notice
agent. The Debtor has disclosed $81,237,865 in assets and
$40,154,698 in papers filed in Court.
An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million. The
petition was signed by Thomas P. Gibson, as manager. Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis -- james@rubin-levin.net -- as counsel.
Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010. Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, has tapped Dale & Eke, P.C., as
counsel.
ENDURANCE INT'L: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Burlington, Mass.-based Endurance International
Group Inc. The outlook is stable.
"At the same time, we assigned an issue-level rating of 'B' (the
same as the corporate credit rating) to the company's $340 million
senior secured facility comprised of a $35 million revolver due
2016 and a $305 million term loan due 2016. We also assigned a
recovery rating of '3' to the debt, indicating our expectation of
meaningful (50% to 70%) recovery for debtholders in the event of a
payment default," S&P said.
"We expect that Endurance will generate good free operating cash
flow (FOCF) and that revenue and EBITDA measures will improve over
the next 12 months as the company fully integrates recent
acquisitions and associated purchase accounting adjustments are
normalized," said Standard & Poor's credit analyst Philip Schrank.
"In addition, we expect that the company will apply a modest
portion of excess cash flows to moderately reduce funded debt over
the same period. However, the rating reflects its acquisition-
driven growth, its focus on the small-to-midsize business market
in a softening economy, and what we view as an 'aggressive'
financial risk profile," S&P related.
"The outlook is stable, reflecting our view that the company
should be able to generate positive FOCF with capacity to pay down
debt over the near term absent additional leveraging transactions
in the short-to-intermediate term. A possible upgrade is limited
over the next year, however, as the company digests its recent
acquisitions and establishes a longer track record of performance
at its current scale. We could lower the rating if EBITDA and FOCF
measures were to deteriorate to the high-single-digit area as a
result of increased price competition, a significant loss of its
customer base, or acquisition integration challenges," S&P said.
EPIX PHARMACEUTICALS: Joseph F. Finn to Sell Assets in Auction
--------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., Assignee for the Benefit of Creditors
of Epix Pharmaceuticals, Inc. disclosed that AMG 277 discriminates
against S1P3 receptor by 50-fold and that the S1P1 lead compounds
will be offered December 8, 2011 in a sealed bid sale. These
assets were generated by Epix Pharmaceuticals, Inc. and Amgen.
AMG 277 has 57-nM functional EC50 for hS1P1 receptor and
discriminates against S1P3 receptor by 50-fold. It displayed
efficacy in a DTH model with ED70 of 1.0 mpk. AMG 277 was tested
in FIH-enabling toxicology studies.
Assets included in the sale include preclinical and toxicology
data related to AMG 277, AMG 369 and six backup compounds,
existing inventory of these compounds (API), and related patent
portfolio.
Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's office -
jffinnjr@finnwarnkegayton.com or 781-237-8840; upon receipt of the
executed CDA, applicants will receive a bid package, to be
completed and returned by Dec. 8, 2011.
About Joseph F. Finn, Jr.
Joseph F. Finn, Jr., C.P.A. is the owner of the firm Finn, Warnke
& Gayton, Certified Public Accountants of Wellesley Hills,
Massachusetts. He works primarily in the area of management
consulting for distressed enterprises, bankruptcy accounting and
related matters, such as assignee for the benefit of creditors and
liquidating agent for a corporation. He has been involved in a
number of loan workouts and bankruptcy cases for thirty-five (35)
years. His most recent Assignments for the Benefit of Creditors in
the biotech field include Spherics, Inc., ActivBiotics, Inc. and
Prospect Therapeutics, Inc.
For further information, please contact Joseph F. Finn, Jr.,
C.P.A. at 781-237-8840 or IPSALESERVICES@FINNWARNKEGAYTON.COM
About EPIX Pharmaceuticals
EPIX Pharmaceuticals, Inc., is a biopharmaceutical company focused
on discovering and developing novel therapeutics through the use
of its proprietary and highly efficient in silico drug discovery
platform. The company has a pipeline of internally-discovered
drug candidates currently in clinical development to treat
diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions. EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.
* * *
As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law. The purpose of the Assignment
is to conclude the company's operations and provide for an orderly
liquidation of its assets. The Assignment is a common law
business liquidation mechanism under Massachusetts law that is an
alternative to a formal bankruptcy proceeding. Under the terms of
the Assignment, the Company transferred all of its assets to an
assignee for orderly liquidation and distribution of the proceeds
to the Company's creditors. The designated assignee for the
company is Joseph F. Finn, Jr., at Finn, Warnke & Gayton, 167
Worcester Street, Suite 201, Wellesley Hills, MA 02481.
EVERGREEN SOLAR: Board Names Christian Ehrbar as New CEO
--------------------------------------------------------
Mark Osborne at PVTECH reports that the board of directors of
Evergreen Solar appointed Christian M. Ehrbar as its new CEO and
Paul Kawa as CFO.
According to the report, several senior executives including CEO
Michael El-Hillow had been dismissed with immediate effect on
Nov. 21, 2011. The Company also terminated the position of its
former CFO, Donald W. Reilly, Richard G. Chleboski, its Chief
Strategy Officer, Dr. Lawrence Felton, chief technology officer
and Henry Ng, Evergreen Solar's president and general manager,
Asia operations.
About Evergreen Solar
Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.
The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath. The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.
Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial
LLC serves as exclusive marketing and sales agent. Klehr Harrison
Harvey Branzburg serves as special conflicts counsel. Zolfo
Cooper LLC is the financial advisor. UBS Securities, LLC, serves
as investment banker. Epiq Bankruptcy Solutions has been tapped
as claims agent.
In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes. As part of the bankruptcy
process the Company undertook a marketing process and permitted
all parties to bid on its assets, as a whole or in groups pursuant
to 11 U.S.C. Sec. 363. An entity formed by the supporting
noteholders, ES Purchaser, LLC, entered into an asset purchase
agreement with the Company to serve as a 'stalking-horse" and
provide a "credit-bid" pursuant to the Bankruptcy Code for assets
being sold.
The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.
An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel. The
Committee tapped Garden City Group as communications services
agent.
Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.
At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.
EVERGREEN SOLAR: Wants Plan Filing Period Extended to March 14
--------------------------------------------------------------
Evergreen Solar, Inc., asks the U.S. Bankruptcy Court for entry of
an order extending the exclusive period for filing a plan of
reorganization through and including March 14, 2012, and the
exclusive period for soliciting acceptances of a plan through and
including May 14, 2012.
Peter J. Keane, Esq., at at Pachulski Stang Ziehl & Jones LLP,
notes that despite the large and complex nature of this case, and
while the case has only been pending for three months, the Debtor
has accomplished a number of items, including. During the
pendency of the case, the Debtor has paid debts as they have come
due and has made significant progress with its creditors. The
Debtor negotiated and entered into a Restructuring Support
Agreement dated August 15, 2011, with its secured noteholders by
which the Debtor agreed to conduct the asset sales, while the
secured noteholders agreed to fund certain expenses of the Debtor.
The Debtor has also filed its statements of financial affairs,
schedules of assets of liabilities and its monthly operating
reports. The Debtor believes it has made good-faith progress thus
far in the case.
Mr. Keane submits that requested additional time will permit the
Debtor to conduct additional asset sales, including the sale of
its factory and equipment located in Devens, Mass., as well as
other non-core assets. The Debtor has been working with its
financial advisors and other professionals to ensure that the
additional asset sales can be conducted to maximize value to the
estate. The Debtor will also continue to assess its current
contractual obligations and determine whether to reject additional
contracts.
Mr. Keane adds that the Debtor will continue to focus on the
winding down of its business. In light of the relative short time
that this case has been pending and the myriad of pressing matters
with which the Debtor has had to deal (including the asset sale
process and resolving litigation with the Department of Energy),
the Debtor has not had sufficient time to prepare a plan or the
adequate disclosures to accompany a plan. The Debtor is not
seeking an extension of time to pressure the creditors, but to
resolve pending matters, to continue to gather information and to
negotiate a consensual plan and wind down with the creditors.
About Evergreen Solar
Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.
The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath. The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.
Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial
LLC serves as exclusive marketing and sales agent. Klehr Harrison
Harvey Branzburg serves as special conflicts counsel. Zolfo
Cooper LLC is the financial advisor. UBS Securities, LLC, serves
as investment banker. Epiq Bankruptcy Solutions has been tapped
as claims agent.
In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes. As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363. An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.
The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.
An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel. The
Committee tapped Garden City Group as communications services
agent.
Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.
FAITH CHRISTIAN: Plan Outline Hearing Continued Until Dec. 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
continued until Dec. 16, 2011, at 9:00 a.m., the hearing to
consider adequacy of the amended disclosure statement explaining
the proposed Chapter 11 Plan.
As reported in the Troubled Company Reporter on Aug 9, 2011,
according to the First Amended Disclosure Statement, filed on
July 5, 2011, the Debtor will fund the Plan from general
operations of the ministry. The ministry has also listed the
parsonage for sale at a price of $4.2 million. Should the
parsonage sell prior to confirmation, the Debtor will be able to
pay Suntrust and all creditors in full, except for Margie Negrin
Bishop (Class 14) whose claim is disputed.
The secured claim of Suntrust Bank, owed $2,924,127 plus accrued
interest, will be satisfied from the surrender of real property.
The Debtor is proposing three options, each of which consists of
the surrender of real property in full satisfaction of the debt.
Allowed unsecured claims of less than $1,200 will be paid in full
at no interest upon the effective date of confirmation.
General unsecured claim of Suntrust for a Visa card in the
approximate amount of $15,309 will be paid in full at 6% simple
interest over 60 months.
Equity interest holders will retain their positions as members of
the not for profit corporation.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/faithchristian.1stamendedDS.pdf
About Faith Christian Family Church
Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
is a not for profit corporation. The church filed for Chapter 11
bankruptcy protection (Bankr. N.D. Fla. Case No. 11-50288) on
May 24, 2011. The Debtor disclosed $11,339,469 in assets, and
$3,361,477 in debts as of the Chapter 11 filing. Charles M. Wynn,
Esq., at Charles M. Wynn Law Offices, P.A., serves as the Debtor's
bankruptcy counsel.
FGIC CORP: Bond Insurer Files Suit on RFC RMBS Transactions
-----------------------------------------------------------
Financial Guaranty Insurance Company had filed complaints in the
Supreme Court of the State of New York against Residential Funding
Company LLC (f/k/a Residential Funding Corporation), GMAC Mortgage
LLC (f/k/a GMAC Mortgage Corporation) and certain of their
respective affiliates in connection with four FGIC-insured
residential mortgage-backed securities transactions.
FGIC anticipates that it will file additional complaints with
respect to other FGIC-insured RMBS transactions sponsored by RFC
or GMACM in the near future.
About FGIC Corp.
New York-based FGIC Corporation is a privately held insurance
holding company. FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations. FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.
FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010. The bond insurer
subsidiary did not file for bankruptcy.
Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis
LLP, in New York, serves as counsel to the Debtor. Garden City
Group, Inc., is the Debtor's claims and noticing agent. The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel. The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.
FLINTKOTE COMPANY: Has Until March 31 to Propose Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a 21st
order, extended Flintkote Company and Flintkote Mines Limited's
exclusive periods to file and solicit acceptances for the proposed
Chapter 11 Plan until March 31, 2012, and May 31, respectively.
As reported in the Troubled Company Reporter on Nov 3, 2011, the
Official Committee of Asbestos Personal Injury Claimants and the
legal representative of future asbestos claimants support the
requested extension.
The Debtors told the Court that preserving exclusivity at this
crucial point in the plan process is necessary to further one of
the principal goals of the chapter 11 process -- the successful
rehabilitation of a debtor through a consensual plan of
reorganization.
At this stage in the Debtors' cases, Flintkote said that
terminating exclusivity will not result in a "better" plan or
speedier confirmation, but will only result in increased delay,
extensive litigation and escalating administrative costs -- none
of which will further the central goals of chapter 11.
About The Flintkote Company
Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials. Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals. The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004. James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts. Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the official
committee of unsecured creditors as counsel.
When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts. When
Flintkote Mines Limited filed for protection from its creditors,
it listed assets of $1 million to $50 million, and debts of more
than $100 million.
No request has been made for the appointment of a trustee or
examiner in the Debtors' cases.
FOX RIVER: Hilco Real Estate to Sell School's Assets
----------------------------------------------------
The Fox River Country Day School campus in Elgin, Illinois, will
be auctioned by Hilco Real Estate. Jan. 20, 2012, has been set as
the final date to receive sealed bids. The campus, which is
located proximate to Interstate Highway 90, adjacent to the Fox
River, features 10 buildings totaling 87,000 square feet set on
approximately 62 wooded acres.
Most notable among the school's structures is the Neil Building,
built in 2005, which housed the school's assembly hall and
kindergarten through-5th grade classrooms. The 20,460 square
foot, prairie style facility emulates the hallmarks of famed
architect and Frank Lloyd Wright protege, John Van Bergen, who
designed, among others, the school's administration building,
constructed in 1929. Other buildings feature a gym and pool, a
fully equipped library and dining hall, and an arts & crafts
center.
Operating in Elgin since 1923, Fox River Country Day School began
as a working farm to educate and assist depression-era orphaned
children, largely from the Chicago stock yards. Through the
years, the school evolved into a boarding and day school,
educating local, regional, and even international students. In
June 2011, the school announced it would discontinue operations.
In November, the school filed Chapter 11 bankruptcy.
"This is a truly unique property and investment opportunity," said
Geoffrey Schnipper, Vice President of Dispositions at Hilco real
estate. "The existing infrastructure needs little or no work to
become a turn-key solution for an educational, religious, or camp-
related owner-occupant. The setting and existing infrastructure
would also adapt well to a medical, rehabilitation, long-term
care, or specialty care operation. Mr. Schnipper added, "Visitors
to the property have commented on its soothing, therapeutic
ambience. It's absolutely gorgeous."
About Hilco Real Estate, LLC
Hilco Real Estate helps businesses improve leverage and cash flow
by repositioning and restructuring their real estate commitments.
The company's focus is to optimize value in the shortest period of
time. Core competencies include strategic advisory and consulting
services, owned portfolio disposition, lease portfolio
sales/assignments, lease termination, lease renegotiation,
leasing/subleasing, sale of non-core owned assets, sale/leaseback
transactions, and fee and appraisals for leased and owned assets.
The company, which is headquartered in Northbrook, Ill, is a
division of The Hilco Organization.
GENERAL MOTORS: Scrambles to Defend Volt Amid Battery Woes
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that for the last five
years, General Motors Co. has touted its battery-powered Chevrolet
Volt as a technological marvel in hopes the car would recast the
company's image as a high-tech auto maker dedicated to the
greening of planet Earth.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries. GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling. GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy. GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity. The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.
On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3. Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.
On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.
On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. 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. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee 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 served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
GGIS INSURANCE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
GGIS Insurance Services, Inc., filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property
B. Personal Property $22,501,871
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $1,311,700
E. Creditors Holding
Unsecured Priority
Claims $821,065
F. Creditors Holding
Unsecured Non-priority
Claims $4,589,937
----------- -----------
TOTAL $22,501,871 $6,722,703
About GGIS Insurance Services
Burbank, California-based GGIS Insurance Services, Inc., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-55646) on
Nov. 2, 2011. Judge Sandra R. Klein took over the case from Judge
Barry Russell. The Law Office of Rick Gaxiola --
gaxlaw@charter.net -- serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts. The petition was
signed by Richard Acunto, CEO and president.
GGIS Insurance Services, dba Guardian General Insurance Services,
first filed for bankruptcy (Bankr. C.D. Calif. Case No. 11-47233)
on Aug. 31, 2011. Judge Sheri Bluebond was assigned to that case.
Michael T. Stoller, Esq., served as bankruptcy counsel. The
petition estimated under $50,000 in assets and $1 million to $10
million in debts. Mr. Acunto signed the petition.
GLOBAL SHIP: Obtains Loan-to-Value Waiver Until November 2012
-------------------------------------------------------------
Global Ship Lease, Inc., a containership charter owner, disclosed
that it had entered into an agreement with its lenders to waive
until Nov. 30, 2012 the requirement under its credit facility to
conduct loan-to-value tests.
The credit facility requires that loan-to-value, which is the
ratio of outstanding borrowings under the credit facility to the
aggregate charter-free market value of the secured vessels, cannot
exceed 75%. Due to the current downturn in the containership
market and consequent impact on vessel values, the Company
previously anticipated that loan-to-value would exceed 75% at the
scheduled test date of Nov. 30, 2011. Accordingly, the Company
engaged its lenders to waive the loan-to-value requirement.
Under the terms of the agreement, the loan-to-value test has been
waived until the test due on Nov. 30, 2012. The credit facility
agreement provides that during the period of such a waiver:
-- Amounts borrowed under the credit facility will bear
interest at LIBOR plus a fixed interest margin of 3.50%.
-- The Company will be unable to pay dividends to common
shareholders.
-- Cash flow will be used to prepay borrowings under the
credit facility; the amount of cash in excess of
$20 million as at Nov. 30, 2011 (and quarterly thereafter)
will be the amount of the prepayment due Dec. 31, 2011 (and
quarterly thereafter).
If loan-to-value as of Nov. 30, 2012, is not greater than 75%, as
provided in the credit facility agreement, the fixed interest
margin will become 3.00% (or 2.50% if loan-to-value is no more
than 65%), dividends on common shares can be paid and the
prepayment of borrowings will become fixed at $10 million per
quarter.
Ian Webber, Chief Executive Officer of Global Ship Lease, stated,
"Global Ship Lease's long-term time charter contracts generate
stable revenues and predictable cash flows, which are largely
unaffected by the loan-to-value ratio. The strength of our
business model has allowed us to suspend the testing of loan-to-
value at a time when containership values continue to experience
declines. The waiver insulates the Company, until Nov. 30, 2012,
from the volatility of asset values. Further, we are aggressively
paying down debt, thus strengthening our balance sheet for the
long-term benefit of shareholders. Since August 2009, we have
reduced our debt by $100.1 million."
Mr. Webber concluded, "In a challenging global economic
environment, our time charters continue to perform as expected.
Our fleet of 17 vessels has an average remaining time charter
duration of over eight years on a weighted basis, representing
total contracted revenue of $1.2 billion. Only two of our 17
charters are due for renewal in the next five years. We maintain
a positive long-term outlook on our future business prospects and
intend to continue to focus on preserving the Company's financial
strength for the long-term benefit of Global Ship Lease and its
shareholders."
About Global Ship Lease
London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner. Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.
Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years. The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010. The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.
GLOBAL TEL*LINK: S&P Keeps 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services' ratings and outlook on Mobile,
Ala.-based prison phone provider Global Tel*Link Corp. (B/Stable/-
-) are not affected by the increase in the company's proposed term
loan to $635 million from $605 million. The 'B' issue-level rating
and '3' recovery rating on the term loan and $50 million revolving
credit facility remain unchanged. The company intends to use the
proceeds from this term loan, along with $389 million of common
equity, to fund the buyout of the company's owners Veritas Capital
and Goldman Sachs Direct and its affiliates by American Securities
LLC.
"Pro forma for the transaction and including our adjustments for
operating leases, we expect leverage to increase to about 6.2x for
the 12 months ended Sept. 30, 2011 from the current 5.3x, which is
still within the parameters of the current rating. We expect
adjusted leverage to improve to around 5.0x by the end of 2012
following a full year's contribution from inmate telephone service
provider Value-Added Communications (VAC) (acquired in August
2011) and from achievement of some additional cost savings
throughout 2012. We also expect leverage to further improve to the
high- to mid-4x area thereafter with the full-year benefits of
synergies achieved in 2012, which we have conservatively assumed
will be about $10 million, or roughly 50% of those targeted but
not yet realized," S&P related
The 'B' corporate credit rating and stable outlook on the company
remain unchanged. (For the complete corporate credit rating
rationale, see the research update on Global Tel*Link, published
Nov. 11, 2011, on RatingsDirect on the Global Credit Portal.)
Ratings List
Global Tel*Link Corp.
Corporate Credit Rating B/Stable/--
Senior Secured
$635 mil term loan B
Recovery Rating 3
$50 mil revolver B
Recovery Rating 3
GOLD RESERVE: Gets Toronto Stock Exchange Delisting Notice
----------------------------------------------------------
Gold Reserve Inc. received a notice from the Toronto Stock
Exchange that the Company does not meet the Original Listing
Requirements of the exchange due to the illegal expropriation of
the Brisas property by the Venezuelan government.
Trading in the Company's common shares will continue for 30 days
during which time the Company has a right to appeal this decision.
Should the appeal be unsuccessful, Gold Reserve will seek a
listing on an alternative Canadian exchange such as the TSX
Venture Exchange or the NEX so that there is, to the extent
possible, uninterrupted trading for the Company's securities.
Regardless, the Company remains listed on the NYSE-Amex under the
terms of a continued listing agreement that was entered in
October.
The Company's international arbitration against the Republic of
Venezuela regarding the illegal expropriation of its Venezuelan
properties is proceeding well with the hearing scheduled for
February 2012. The Company also continues to pursue possible
settlement of the arbitration but no assurances can be given at
this time that it will be successful in reaching a settlement.
GRAPEVINE DEVELOPMENT: Has Until Dec. 6 to Solicit Acceptances
--------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas extended until Dec. 6, 2011, The
Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine GP, LLC's exclusive period to solicit acceptances for
the First Amended Joint Plan of Reorganization.
As reported in the Troubled Company Reporter on Nov. 11, 2011, the
Plan provides for the sale or development of the property. The
Debtors have engaged the service of Parkway Realtors, Inc., a
reputable real estate brokerage firm, to market the property. To
date they have produced a contract for the sale of approximately
17 acres of land to Lincoln Property Company for approximately
$6,900,000 which sale was approved by an order entered by the
Bankruptcy Court on July 5, 2011. The sale is anticipated to
close on or before February of 2012 with construction to begin
shortly thereafter.
LPC has also optioned another 17 acres for similar use and at a
comparable price. The second sale on the optioned acreage is
anticipated to close on or before the first quarter of 2014.
A copy of the First Amended DS is available for free at:
http://bankrupt.com/misc/gardensofgrapevine.dkt56.pdf
The hearing to consider confirmation of the Plan will begin at
9:30 a.m. on Dec. 6, 2011. Any creditor or party in interest
desiring to object to the Plan must do so pursuant to a written
objection which must be filed with the Clerk of the Court no later
than 5:00 p.m. on Nov. 18, 2011.
About Gardens of Grapevine
The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011. Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor. The Debtor listed $57,276,000 in assets, and $37,954,633
in liabilities.
GOG is a Texas limited partnership. It currently owns
approximately 192 acres of underveloped land in Tarrant and Dallwa
Counties in Texas.
Parkway Realtors, Inc., is the company's real estate broker.
Wright Ginsberg Brusilow P.C. acts as the company's counsel.
The Gardens of Grapevine Development, GP, LLC, the general partner
of The Gardens of Grapevine development, L.P., filed a separate
petition (Bankr. N.D. Texas Case No. 11-43261) on June 6, 2011.
GSC GROUP: Black Diamond Files Disclosures for 2nd Amended Plan
---------------------------------------------------------------
Black Diamond Capital Management LLC filed on Nov. 1, 2011, a
disclosure statement for its Second Amended Joint Chapter 11 plan
for GSC Group, Inc., and its affiliated debtors.
BDCM believes that its Plan should preserve more of the Debtors'
value than does the Trustee's Plan, and will provide more
attractive treatment for general unsecured claims.
The Trustee's Plan contemplates the wind-down and liquidation of
the Debtors, with most of the Debtors' assets to be placed in, and
distributions made from, a liquidating trust.
The BDCM Plan, by contrast, would both preserve the Debtors as
reorganized going forward entities with ongoing administration,
and deliver all of the benefits as the Trustee's Plan vis-a-vis
liquid assets through the creation of a Liquidating Trust to
distribute the proceeds of all assets of the estates that are not
related to the going-forward business of the Reorganized Debtors
enhanced by additional cash to be provided by BDCM and certain
amendments to the Tax Indemnification Agreement that will
accelerate cash distributions to Holders of Allowed General
Unsecured Claims and subordinate BDCM's right to obtain
reimbursement of tax payments made on behalf of the Debtors to
distributions to Holders of Allowed General Unsecured Claims.
There are three primary differences between the BDCM Plan and the
Trustee's Plan related to the treatment of Holders of Allowed
General Unsecured Claims that BDCM believes make the BDCM Plan
more attractive.
First, the BDCM Plan affords Holders of Allowed General Unsecured
Claims the option of a fast cash payout, a partial cash payout
close to the Effective Date plus a delayed cash payout from the
proceeds of the Liquidating Trust, or a or participation in the
equity of Reorganized GSC Group.
Second, the BDCM Plan increases the amount of money available for
a near term distribution to Holders Allowed General Unsecured
Claims by up to $2 million, depending on whether such Holder
elects the Up-Front Cash Option or the Combination Cash Option,
and by allowing Holders of Allowed General Unsecured Claims to
receive distributions from the Liquidating Trust in the full
amount of their Allowed Claims before the Liquidating Trust has
reimbursed the Designated Purchaser for certain tax obligations of
the Debtors.
Third, the BDCM Plan loosens restrictions on near term
distributions to Holders of Allowed General Unsecured Claims by
increasing the permitted distributions under the Tax Indemnity
Agreement from $4.6 million to up to $6.6 million.
The Trustee's Plan, by contrast, provides only one avenue for
allowed general unsecured recovery -- shares in a liquidating
trust -- and near-term distributions for both priority tax claims
and general unsecured claims are capped at $4.6 million.
The estimated cash distribution to Holders of Allowed General
Unsecured Claims upon the Effective Date would range from 31-43%
under the BDCM Plan for those who elect the Upfront Cash
Option, from 24-34% under the BDCM Plan for those who elect the
Combination Cash Option and from 17-26% under the Trustee's Plan.
The Plan does not provide for the reorganization or dissolution of
SIF. The Designated Purchaser acquired GSC Group's equity
interests in SIF in connection with the sale process.
The Plan contemplates the payment in full in Cash of all Allowed
Administrative Claims and Allowed Priority Tax Claims, as does the
Trustee's Plan. The Plan also provides for the same treatment of
Allowed Secured Claims and Other Priority Claims as does the
Trustee's Plan.
Holders of Class 4 Common Equity Interests will retain all rights
on account of such Common Equity Interests; provided, however,
that such Common Equity Interests will be diluted to 51% of total
Reorganized Common Stock as a result of the issuance of the
Reorganized GSC Group Convertible Class D Common Stock. Recovery
value is indeterminate.
Holders of Class 5 Remaining Equity Interests will not receive or
retain any property or interest in property on account of such
Remaining Equity Interests. On the Effective Date, all Remaining
Equity Interests will be canceled, extinguished and discharged.
Estimated recovery is 0%.
A copy of the Disclosure Statement in support of BCDM's Joint
Chapter 11 Plan is available for free at:
http://bankrupt.com/misc/gscgroup.dkt911.pdf
Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments. Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management. Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.
GSC Group Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010. Michael B. Solow,
Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy
counsel. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent. Capstone Advisory Group LLC served as the
Debtor's financial advisor. The Debtor estimated its assets at
$1 million to $10 million and debts at $100 million to $500
million as of the Chapter 11 filing.
Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors. The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.
No committee of unsecured creditors has been appointed in the
case.
The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August. The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders. Proceeds were used to pay
secured claims. The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with $18.6
million cash left over. Black Diamond bought most assets with a
$224 million credit bid, a $6.7 million note, $5 million cash, and
debt assumption. A minority group of secured lenders filed an
appeal from the order allowing the sale. Through a suit in state
court, the minority lenders failed to halt Black Diamond from
completing the sale.
The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group. The Trustee's Plan cautioned there
can be no assurance that general unsecured creditor recoveries
will not be higher or lower than the estimated recovery of between
42% and 84%. Black Diamond's Plan projects between 31% and 43%
recovery. Court papers filed by Black Diamond indicate the
Trustee's Plan provides 17% and 26% recovery.
The confirmation hearing is set for Nov. 18, 2011.
Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
GUIDED THERAPEUTICS: Sells Common Shares and Warrants for $1.7MM
----------------------------------------------------------------
Pursuant to subscription agreements effective Nov. 21, 2011, on
that date Guided Therapeutics, Inc., completed a private sale to
George Landegger and his affiliate, The Whittemore Collection,
Ltd., of (i) an aggregate of 2,055,436 shares of the Company's
common stock and (ii) warrants to purchase up to an aggregate of
285,186 shares of the Company's common stock, for an aggregate
offering price of approximately $1.73 million.
For each share of common stock purchased, subscribers received
warrants exercisable for the purchase of 0.1387 of one share of
common stock at an exercise price of $1.05 per share. The
warrants have a five-year term.
Pursuant to the subscription agreements effective Nov. 21, 2011,
George Landegger and his affiliate, The Whittemore Collection,
Ltd., agreed to exercise an aggregate of 370,371 warrants dated
Sept. 10, 2010 and priced at $1.01 per warrant.
SunTrust Robinson Humphrey, Inc., provided financial advisory
services to Guided Therapeutics, Inc., in conjunction with the
financing and received compensation in the aggregate amount of
$75,000.
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
The Company's balance sheet at June 30, 2011, showed $3.31 million
in total assets, $2.91 million in total liabilities, and $410,000
in stockholders' equity.
The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.
As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.
HMC/CAH CONSOLIDATED: Meeting of Creditors Continued to Jan. 12
---------------------------------------------------------------
The U.S. Trustee for Region 3 has continued until Jan. 12, 2012,
at 9:00 a.m., meeting of HMC/CAH Consolidated, Inc.'s creditors.
The meeting will be held at US Courthouse, Roomm 2110A, 400 E. 9th
St., Kansas City, Missouri. The U.S. Trustee previously convened
a meeting of creditors on Nov. 15.
About HMC/CAH Consolidated
Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs. The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities. Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals. These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve. The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.
HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011. Judge
Dennis R. Dow presides over the case. Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts. The petition was signed by Dennis Davis,
chief legal officer.
Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HMC/CAH Consolidated, Inc.
HOLLIFIELD RANCHES: Can Obtain $220,000 Loan from J.R. Simplot
--------------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho authorized Hollifield Ranches, Inc., to enter
into a secured loan with J.R. Simplot Company, in an amount not to
exceed $220,000 for the purpose of obtaining and applying
fertilizer in the amount of $200,000, and chemicals in the amount
of $20,000 with interest at the rate of 4.5%, such amount due and
payable upon demand, but not later than Dec. 31, 2012, and that
JRS, will have a first and paramount lien against Debtor's crops,
including products and proceeds thereof.
The Court also ordered that the Debtor is authorized to execute
the necessary documents to provide the lien to JRS, and that Key
Bank National Association's lien will be subordinate to the JRS
lien, up to the amount of $220,000 plus accruing interest from the
dates of the respective purchases/advances, and as to crops and
crop proceeds, to the extent that JRS provides value to Debtor.
About Hollifield Ranches, Inc.
Hansen, Idaho-based Hollifield Ranches, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on
Sept. 9, 2010. Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor. The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.
Robert D. Miller, Jr. ,the United States Trustee for Region 18,
has appointed three creditors to serve as members of the Unsecured
Creditors' Committee in the Chapter 11 case of Hollifield Ranches,
Inc. J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.
HORIZON LINES: Settles Opt Outs in Antitrust Suit for $13 Million
-----------------------------------------------------------------
Horizon Lines, Inc., has entered into a settlement agreement with
all of the remaining significant shippers who opted out of the
Puerto Rico direct purchaser antitrust class action settlement.
Horizon Lines agreed to settle with these shippers at a total cost
to the Company of $13.75 million in exchange for full release of
all antitrust claims. Under the terms of the settlement
agreement, Horizon Lines will make a payment of $5.75 million
within 10 business days of the Nov. 23, 2011, effective date, a
payment of $4.0 million by June 30, 2012, and a final payment of
$4.0 million by Dec. 24, 2012.
"We are very pleased with this settlement, which brings to closure
our last known major financial exposure relating to antitrust
claims involving the Puerto Rico tradelane," said Michael T.
Avara, executive vice president and chief financial officer. "It
also eliminates the potential for protracted and costly
litigation."
The agreement effectively resolves claims related to class action
lawsuits that were filed against Horizon Lines in 2008 on behalf
of customers who purchased domestic ocean shipping services from
the company and other ocean carriers in the Puerto Rico tradelane
between May 2002 and April 2008. Horizon Lines entered into a
settlement agreement with the class in June 2009, which received
final court approval in September 2011. Some shippers opted out
of the class settlement, and Horizon has previously announced
settlement with a number of them. The announcement resolves
claims of all the remaining significant opt outs.
About Horizon Lines
Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company. The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico. The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.
The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.
Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt Horizon Lines' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 26, 2010. The independent auditors noted that there is
uncertainty that Horizon Lines will remain in compliance with
certain debt covenants throughout 2011 and will be able to cure
the acceleration clause contained in the convertible notes.
"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."
Refinancing
The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011. Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity. None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.
The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing. In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.
As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.
* * *
As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.
The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period. "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.
INPHASE TECHNOLOGIES: Files Schedule of Assets and Liabilities
--------------------------------------------------------------
InPhase Technologies filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:
NAME OF SCHEDULE ASSETS LIABILITIES
---------------- ------ -----------
A - Real Property $91,269,760
B - Personal Property $0
C - Property Claimed as Exempt
D - Creditors Holding
Secured Claims $10,429,439
E - Creditors Holding
Unsecured Priority
Claims $0
F - Creditors Holding
Unsecured Nonpriority
Claims $2,353,656
----------- -----------
$91,269,760 $12,783,095
A copy of the schedules of assets and liabilities is available at:
http://bankrupt.com/misc/INPHASE_sal.pdf
About InPhase
Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems. InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo. Initial InPhase customers included
Turner Broadcasting.
InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011. The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing. The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.
Acadia Woods Partners LLC, a prepetition secured lender, is
represented in the case by:
John C. Plotkin, Esq.
GREGORY & PLOTKIN, LLC
1331 17th St., Suite 800
Denver, CO 80202
Tel: (303) 292-1932
INTEGRATED BIOPHARMA: Three Directors Elected at Annual Meeting
---------------------------------------------------------------
Integrated Biopharma, Inc., on Nov. 28, 2011, held its 2011 Annual
Meeting of Shareholders. A total of 20,930,174 shares of the
Company's common stock, par value $0.002 per share, were entitled
to vote as of the close of business on Oct. 27, 2011, the record
date for the Annual Meeting. The holders of 20,154,461 shares of
common stock, a majority, were present in person or represented by
proxy at the Annual Meeting, at which the shareholders were asked
to vote on two proposals.
The Company's shareholders elected William Milmoe, Christina Kay
and Robert Canarick to serve as Class II directors for a three
year term expiring at the 2014 Annual Meeting of Shareholders.
The Company's shareholders voted in favor of ratifying the
appointment of Friedman, LLP, as the Company's independent
auditors for the fiscal year ending June 30, 2012.
About Integrated BioPharma
Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products. The Company's
customers are located primarily in the United States. The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc. The Company was
reincorporated in its current form in Delaware in 1995. The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.
The Company reported a net loss of $2.28 million on $25.13 million
of net sales for the fiscal year ended June 30, 2011, compared
with a net loss of $5.53 million on $20.16 million of net sales
during the prior fiscal year.
The Company's balance sheet at Sept. 30, 2011, showed
$13.41 million in total assets, $20.73 million in total
liabilities, all current, and a $7.32 million total stockholders'
deficiency.
Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern. The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.
JAMESON INNS: Wells Fargo Wants Rules for Cash Collateral Use
-------------------------------------------------------------
Wells Fargo Bank, N.A., filed with the U.S. Bankruptcy Court for
the District of Delaware its limited objection to JER/Jameson MEZZ
Borrower II, LLC, et. al.'s motion to use the cash collateral.
Wells Fargo, as special services for U.S. Bank National
Association, as trustee for registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-WHALE 7, relates that although it
consented to the Debtors' interim use of cash collateral and is
willing to consent to the Operating Debtor's continued use of the
lender's cash collateral to fund their operations, Wells Fargo has
two unresolved issues with the operating Debtors' request to use
the lender's cash collateral on a final basis.
Wells Fargo request that the Court condition the cash collateral
use on these:
1. the funds in the working capital account are the lender's
cash collateral, according the Debtors must obtain Court's
authorization to use them. Apparently, the Operating Debtors
contend that Wells Fargo does not have a perfected security
interest in the cash collateral; that is maintained in the working
capital account held by PMG, approximately $8.8 million.
2. the Operating Debtors cannot use the lender's cash
collateral to, in essence, make postpetition intercompany loans to
Mezz I Debtor, Mezz II Debtor, and Jameson Properties GP to fund
the Non-Operating Debtors' professional fees and other litigation
expenses.
Wells Fargo made a mortgage loan to the Operating Debtors in the
original principal amount of $175,000,000.
As reported in the Troubled Company Reporter , Nov 04, 2011, the
Court authorized several Jameson Inns Inc. units to use their
mortgage lender's cash collateral, handing them a short-term
lifeline to fund the hotel chain's operations as they defend
against a real estate private equity firm's bid to toss the
case.
JER/Jameson Mezz Borrower II LLC filed for court protection on
Oct. 18 to halt foreclosure from Colony Capital LLC, which loaned
$40 million to the Jameson affiliate.
About Jameson Inns
Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn. The hotels are based in Smyrna, Georgia.
The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos. JER then put $330
million of debt on the chain to finance the buyout. At the top of
the list is a $175 million mortgage loan with Wells Fargo Bank NA
serving as special servicer. There are four tranches of mezzanine
loans, each for $40 million. The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan. All of the mezzanine loans
matured in August.
JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo. The mortgage loan is
secured by mortgages on hotel properties. The first set of
foreclosure sales were set for Nov. 1, 2011. The Mortgage
Borrowers have not sought bankruptcy protection.
Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans. The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.
Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder. The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.
Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.
JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony. The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.
Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.
Judge Mary F. Walrath presides over the case. Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors. Epiq Bankruptcy Solutions, LLC, serves as its
noticing, claims and balloting agent, and Houlihan Lokey
Howard & Zukin Capital Inc. serves as its investment banker.
Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts. The petitions
were signed by James L. Gregory, vice president.
Colony specializes in real estate and has roughly $34 billion of
assets under management. Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.
JEFFERSON COUNTY: Court Asked to Clarify Sheriff Department Suits
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Jefferson County,
Ala., Sheriff Mike Hale has asked a bankruptcy judge to determine
whether the county's Chapter 9 bankruptcy case halts lawsuits
against the department that could lead to expensive verdicts,
draining the county's finances even further.
About Jefferson County
Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.
John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.
Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time. The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.
The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.
Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent. Jefferson estimated more than $1 billion in assets. The
petition was signed by David Carrington, president.
JOHN D. OIL: Mark Dottore Appointed as Receiver
-----------------------------------------------
John D. Oil and Gas Company's $9.5 million line of credit with RBS
Citizens, N.A., dba Charter One matured on Aug. 1, 2009, at which
time the Company was in default. This line of credit is
guaranteed by Richard M. Osborne, the Company's chairman of the
board and chief executive officer. On Aug. 24, 2009, Charter One
received a judgment in its favor against the Company and Mr.
Osborne related to this debt. On June 18, 2010, the Company,
other parties, and Charter One entered into a forbearance
agreement, pursuant to which Charter One agreed to forbear from
enforcing its rights and remedies under the Company's line of
credit as well as the other parties' loan agreements until July 1,
2011, subject to no further events of default including the
payments due under the forbearance agreement. As of July 1, 2011,
the forbearance period expired and the Company has not paid off
the line of credit.
On Oct. 3, 2011, Charter One instituted an action titled RBS
Citizens, N.A., dba Charter One v. John D. Oil and Gas Co., et.
al., in the United States District Court Northern District of Ohio
Eastern Division claiming a default under the line of credit and
seeking to foreclose upon property of the Company securing the
line of credit and to appoint a receiver for the Company and
certain companies owned or controlled by Mr. Osborne.
On Nov. 21, 2011, Judge Christopher A. Boyko issued an order
appointing Mark E. Dottore as receiver to marshal and maintain the
value of the assets of the Company as well as certain companies
owned or controlled by Mr. Osborne. The order authorizes Mr.
Dottore to take control and possession of the Company's accounting
records, financial statements and assets and to manage the Company
as he deems prudent.
The Company continues to meet with Charter One to attempt to reach
a resolution satisfactory to both parties. Additionally, the
Company continues to pursue alternative sources of financing.
However, there can be no guarantee that the Company will reach
agreement with Charter One or obtain alternate financing.
About John D. Oil
Mentor, Ohio-based John D. Oil and Gas Company is in the business
of acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio. The Company currently has fifty-eight
producing wells.
The Company reported a net loss of $1.38 million on $2.63 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $2.69 million on $4.04 million of total revenues
during the prior year.
The Company also reported a net loss of $1.54 million on $1.20
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $781,041 on $2.07 million of
total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$8.12 million in total assets, $12.92 million in total liabilities
and a $4.79 million total deficit.
As reported by the TCR on April 7, 2011, Maloney + Novotny LLC, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
2010 financial results. The independent auditors noted that the
Company has suffered recurring losses and has $9.5 million of debt
currently due and subject to a forbearance.
KENTUCKIANA MEDICAL: County Officials Weigh Proposed Funding
------------------------------------------------------------
Business First reports that Clark County officials are considering
a proposal to provide backing for Kentuckiana Medical Center.
According to the report, the proposal calls for a Utah-based
financial company, Argenta Group, to take out a loan to refinance
the Clarksville hospital, then lease it to the county. The county
would sublease the hospital to its partners.
The report says Clark County would not guarantee the debt but
would use its status to enable the financing. The Clark County
Council was approached about the proposal last week. The U.S.
Bankruptcy Court for the Southern District of Indiana has granted
more time for consideration of the plan.
Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010. David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor. The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.
KOREA TECHNOLOGY: Examiner to Retain Piercy Bowler as Accountants
-----------------------------------------------------------------
Mark D. Hashimoto, in his capacity as examiner in the bankruptcy
case of Korea Technology Industry America, Inc., et al., seeks the
authority of the U.S. Bankruptcy Court for the District of Utah to
retain Piercy Bowler Taylor & Kern as his accountants and
financial advisors.
Piercy Bowler will charge the Debtors for services on an hourly
basis. The hourly rate of Piercy Bowler's staff accountant, who
will be assisting in the case, is $120 to $270.
To the best of Mr. Hashimoto's knowledge, Piercy Bowler is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.
About Korea Technology
Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges. Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011. The cases are
jointly administered under KTIA's case. Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel. The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.
Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.
LA VILLITA: Court OKs Hohmann Taube as New Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
approves the employment of Hohmann, Taube & Summers, LLP, as
counsel for La Villita Motor Inns, J.V., in place of Oppenheimer,
Blend, Harrison and Tate, Inc., effective nunc pro tunc as of
Sept. 26, 2011.
As counsel, Hohmann Taube will:
a) advise the Debtor as to its rights and responsibilities;
b) take all necessary action to protect and preserve the
estate of the Debtor, as well as the prosecution of
actions or adversary or other proceedings on the
Debtor's behalf;
c) develop, negotiate and promulgate the Chapter 11 plan
for the Debtor and prepare the disclosure statement;
d) prepare on behalf of the Debtor all necessary
applications, motions, and other pleadings and
papers in connection with the administration of
the estate; and
e) perform all other legal services required by the
Debtor in connection with the Chapter 11 case.
Hourly rates of attorneys for Homann Taube range from $205 to $505
per hour. Paralegal hourly rates range from $80 to $165.
The Debtor will also reimburse Homann Taube for expenses it
incurred or will incur.
In connection with OBHT's transition of its representation of the
Debtor to Hohmann Taube, the Court authorized OBHT to transfer to
the Hohmann Taube, to hold for the same purpose and upon the same
terms, the funds maintained for the Debtor's benefit in OBHT's
IOLTA reserve account for the payment of the Debtor's accruing but
unassessed tax obligations.
About La Villita Motor Inns JV
San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel. It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010. Debra L.
Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as
the Debtor's bankruptcy counsel. The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
LEHMAN BROTHERS: Klayman & Toskes Launches Recovery Web site
------------------------------------------------------------
The Securities Arbitration Law Firm of Klayman & Toskes, P.A.
launched a Web site,
http://www.lehmanprincipalprotectionnotes.com/,on behalf of
investors who sustained losses in Lehman Brothers 100% Principal
Protection Notes and other Lehman structured products, including
Lehman Return Optimization Notes and Lehman Auto-Call Notes. The
Principal Protection Notes are commonly referred to as "Principal
Protected Notes." The site is designed to provide Lehman Note
holders with information concerning their recovery options. K&T is
continuing to pursue securities arbitration claims against UBS
Financial Services UBS -0.24% with the Financial Industry
Regulatory Authority's Office of Dispute Resolution, on behalf of
investors who sustained losses in Lehman Brothers 100% Principal
Protection Notes and other Lehman structured products. Almost $1
billion of Lehman Notes were sold by UBS.
Many Lehman Note holders have filed claims in the Lehman
bankruptcy proceeding and are hoping to recover their losses in
the Notes through that process instead of filing an individual
securities arbitration claim. However, it appears that based on
the proposed Third Amended Joint Chapter 11 Plan of Lehman
Brothers, investors will only receive about 21 cents for every
dollar invested in Lehman Notes. Accordingly, investors should
avail themselves of all remedies in attempting to recover their
losses, including filing a securities arbitration claim. Further,
investors should determine if they have to contend with any
statute of limitations issues.
Additionally, while a class action lawsuit has been filed relating
to the Lehman Notes, K&T reminds investors of the benefits of
filing an individual arbitration claim, as opposed to
participating in a class action lawsuit. By participating in a
class action lawsuit, an investor may only recover a nominal
amount. However, if one has experienced significant investment
losses, it may be more beneficial for them to file an individual
securities arbitration claim. In 2003, Klayman & Toskes conducted
a detailed study of securities arbitration versus class action.
The study concluded that investors who file a securities
arbitration claim traditionally obtain an overall higher rate of
recovery as opposed to participating in a class action lawsuit.
To view the full results of the comparison, please visit our web-
site: http://www.nasd-law.com/documents/classvr.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 Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed 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.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
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.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 Sept. 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
Sept. 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)
LIBERTY STATE: Faces New Charges Lodged by Attorney General
-----------------------------------------------------------
NJToday.net reports that the Office of the Attorney General,
through the New Jersey Bureau of Securities within the Division of
Consumer Affairs, has filed new charges in a lawsuit pending in
State Superior Court, alleging that several individuals defrauded
dozens of investors after raising approximately $8.5 million.
"We allege that these investors sought secure investments but
instead, fell victims to a scam by individuals looking to unjustly
enrich themselves," the report quotes Attorney General Paula T.
Dow, as saying. "We're working to obtain restitution for the
defrauded investors, plus assessment of civil penalties against
the defendants."
The report, citing amended complaint, says the fraudulent scheme
involved the sale of allegedly secure three-year notes, promising
12% annual rates of return, to 73 investors, many of whom were
elderly and retired. The state alleges that none of the
defendants or the securities were registered with the bureau, as
required by New Jersey's Uniform Securities Law, and the investor
funds that were raised were misused, in part, to pay other
existing investors.
The report relates that, additionally, roughly $5 million in
investor funds was allegedly "improperly transferred," in whole or
in part, to certain defendants, members of their families, and a
law firm controlled by one of the defendants.
The report notes that, in March, the bureau filed suit against
Liberty State Financial Holdings Corporation and a wholly owned
subsidiary, Liberty State Benefits of Pennsylvania, Inc. LSFHC is
based in Cherry Hill. The amended complaint, filed in Essex
County, adds these individuals as defendants: Michael William
Kwasnik, Esq., of Philadelphia, 42; William Kwasnik of Marlton,
70; Joseph Anthony Schifano of Brick, 45; Daniel Francis McCorry,
of Ventnor, 55; and William P. Leonard of Cherry Hill, 83.
The report says, at the bureau's request, and with the consent of
LSFHC and LSBPA, the court appointed a fiscal agent to oversee
LSFHC and LSBPA this March. In July, the two defendant companies
filed for Chapter 11 bankruptcy, and the court appointed a
bankruptcy trustee in September.
Liberty State and two affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-_____) on July 29, 2011.
LOCATION BASED TECH: Files Form S-1, Registers 59MM Shares
----------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-1 registration statement relating
to the sale by Jeffrey D. Leu, Greggory S. Haugen, Northstar
Investments, Inc., et al., of up to 59,054,079 shares of our
common stock, $0.001 par value, which include:
-- 50,000,000 shares of common stock; and
-- 9,054,079 shares of common stock underlying warrants.
The Company will not receive any of the proceeds from the sale of
these shares. However, the Company may receive up to $3,566,576
upon the exercise of the warrants if the holders exercise them for
cash. If some or all of the warrants are exercised, the money the
Company receives will be used for general corporate purposes,
including working capital requirements. The Company will pay all
the expenses incurred in connection with the offering, with the
exception of brokerage expenses, fees, discounts and commissions,
which will all be paid by the selling stockholders.
The prices at which the selling stockholders may sell the shares
of common stock that are part of this offering may be market
prices prevailing at the time of sale, at negotiated prices, at
fixed prices or at varying prices determined at the time of sale.
The Company's common stock is currently quoted on the OTC Bulletin
Board under the symbol "LBAS." On Aug. 25, 2011, the last
reported price was $0.79 per share.
A full-text copy of the prospectus is available for free at:
http://is.gd/9eYEBH
About Location Based Technologies
Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.
As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010. The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.
The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities, and a
$5.93 million stockholders' deficit.
LOU PEARLMAN: Ongoing Litigation Blocks Payment to Victims
----------------------------------------------------------
Richard Burnett at Orlando Sentinel reports that U.S. Bankruptcy
Trustee Soneet Kapila in the case of Lou Pearlman said that
proceeds of the $7.5 million settlement with MTV Networks Co.
will help pay for other litigation aimed at recovering even
more money linked to Mr. Pearlman's Ponzi scheme.
According to the report, victims of Mr. Pearlman are still no
closer to getting their first dime of restitution.
The report relates that the Bankruptcy Trustee said legal fees
related to the MTV lawsuit and the costs of other, ongoing
litigation will prevent it from paying anything to Mr.
Pearlman's victims for the foreseeable future. There are
114 lawsuits pending in the case, with the largest among them
targeting banks that enabled Mr. Pearlman's fraud.
The report says critics of the Bankruptcy Trustee's handling of
the case have accused it of neglecting victims -- or, in some
instances, suing them instead -- while lawyers and other
bankruptcy-related professionals have received more than 90% of
the $6.8 million Bankruptcy Trustee has already paid out. In
2009, the Bankruptcy Trustee sued 700 individual investors and
firms, alleging they knew or should have known about Mr.
Pearlman's fraud. After lawyers for the investors contested the
Bankruptcy Trustee's move in court, it dropped 232 of the
controversial suits against individuals, many of them elderly
former clients of Mr. Pearlman's.
The report says the Bankruptcy Trustee acknowledged it still
doesn't yet know which claims against the estate are from
legitimate victims and which are not. Nearly 1,400 claims have
been filed against Mr. Pearlman's businesses, but the Bankruptcy
Trustee and its lawyers have not started vetting them.
About Louis Pearlman & Trans Continental
Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5. Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar. Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.
On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762). The
creditors disclosed an aggregate of more than $40 million in
claims.
Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate. He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.
The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company. The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.
Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.
Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA. First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP. Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.
The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.
The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.
In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-575); however, the case is not jointly
administered with the cases of the other Debtors.
MERCANTILE BANCORP: Voluntarily Delists Common Shares on NYSE
-------------------------------------------------------------
Mercantile Bancorp, Inc., filed on Nov. 28, 2011, a Form 25,
Notification of Removal from Listing or Registration under Section
12(b) of the Securities Exchange Act of 1934, with the Securities
and Exchange Commission. The Company anticipates that the Form 25
will become effective 10 days following its filing, and that the
Common Stock would be removed from listing on NYSE Amex on or
about Dec. 8, 2011. Following anticipated delisting from NYSE
Amex, the Common Stock will not be quoted on any stock exchange,
and there cannot be any assurance that the shares will be quoted
on any over-the-counter market.
On or after the effective date of delisting, the Company intends
to file a Form 15 with the SEC to voluntarily effect the
deregistration of its common stock. The Company is eligible to
deregister by filing Form 15 because it has fewer than 300 holders
of record of its common stock. Upon the filing of the Form 15,
the Company's obligations to file certain reports with the SEC,
including Forms 10-K, 10-Q and 8-K and proxy statements, will
immediately be suspended.
About Mercantile Bancorp
Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products. The Company also operates Mercantile Bank
branch offices in Missouri and Indiana.
On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers. Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.
The Company also reported a net loss of $11.25 million on
$27.28 million of total interest and dividend income for the nine
months ended Sept. 30, 2011, compared with a net loss of
$30.68 million on $34.13 million of total interest and dividend
income for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$868.26 million in total assets, $885.67 million in total
liabilities, and a $17.41 million total stockholders' deficit.
As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile Bancorp's
ability to continue as a going concern, following the Company's
2010 results. The independent auditors noted that the Company has
suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.
MF GLOBAL: Finkelstein Thompson Investigating Potential Claims
--------------------------------------------------------------
The Washington, D.C. law firm of Finkelstein Thompson LLP is
investigating potential claims on behalf of customers of MF Global
Holdings, Inc.
The investigation focuses on allegations that the Company
mishandled customers' assets, including commingling customer funds
with its own funds. FT is also investigating the possibility that
other institutions, including banks, aided and abetted MF Global's
conduct.
The Company recently filed for bankruptcy after revealing that it
had made a disastrous $6.3 billion bet on European sovereign debt,
leading to the resignation of its CEO, former New Jersey governor
John Corzine. Since the filing, the bankruptcy trustee has
estimated a shortfall of up to $1.2 billion in segregated customer
accounts, with the final figure likely to be substantially higher.
Finkelstein Thompson LLP has spent over three decades delivering
outstanding representation to institutional and individual clients
in financial litigation, and has been appointed as lead or co-lead
counsel in dozens of financial class actions. Indeed, the firm
has served in leadership roles in cases that have recovered over
$1 billion for investors and consumers. Attorney advertising.
Prior outcomes do not guarantee similar results.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MISTER BEE: Creditors' Meeting Set for Jan. 1
---------------------------------------------
The Associated Press notes that a meeting of creditors of Mister
Bee Potato Chip Company is set for Jan. 1, 2012.
AP, citing court documents, says the company's largest unsecured
creditor is UTZ Quality Foods, which is owed $677,623.
Parkersburg-based Mister Bee Potato Chip Company --
http://www.misterbee.com/-- makes potato ship in West Virginia.
The Company handles its products by direct-store-delivery. The
Company filed for Chapter 11 protection on Nov. 21, 2011 (Bankr.
S.D. W.V. Case No. 11-40244). Judge Ronald G. Pearson presides
over the case. Marshall C. Spradling, Esq., represents the
Debtor. The Debtor estimated both assets and debts of between
$1 million and $10 million.
MONEYGRAM INT'L: Goldman Sachs Discloses 19.8% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Goldman Sachs Group, Inc., and its
affiliates disclosed that, as of Nov. 23, 2011, they beneficially
own 14,176,820 shares of common stock of MoneyGram International,
Inc., representing 19.8% of the shares outstanding. The
calculation of percentage ownership is based upon a total of
71,489,709 shares of Common Stock outstanding, which is the sum
of:
(a) 57,341,017 shares of Common Stock outstanding as of
Nov. 10, 2011, as set forth in the Preliminary Prospectus
Supplement, filed Nov. 14, 2011; plus
(b) 14,148,692 shares of Common Stock issuable upon the
conversion by a holder other than the Reporting Persons or
their affiliates, subject to certain limitations, of the
113,189.5678 shares of Series D Participating Convertible
Preferred Stock of the Issuer issued to the Reporting
Persons pursuant to the Recapitalization Agreement.
As previously reported by the TCR on Nov. 22, 2011, Goldman Sachs
disclosed beneficial ownership of 21,650,904 shares or 30.3%
equity stake.
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/yLiqd0
About MoneyGram International
MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers. MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.
The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.
* * *
As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc. Fitch has withdrawn
the rating for business reasons. The ratings is no longer
relevant to the agency's coverage.
MONEYGRAM INT'L: Thomas Lee Discloses 52.6% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas H. Lee Advisors, LLC, and its
affiliates disclosed that, as of Nov. 23, 2011, they beneficially
own 37,575,150 shares of common stock of MoneyGram International,
Inc., representing 52.6% of the shares outstanding.
As previously reported by the TCR on Nov. 22, 2011, Thomas H. Lee
disclosed beneficial ownership of 39,325,150 shares or 55% equity
stake.
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/nSunEW
About MoneyGram International
MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers. MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.
The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.
* * *
As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc. Fitch has withdrawn
the rating for business reasons. The ratings is no longer
relevant to the agency's coverage.
MONEYGRAM INT'L: Silver Point Discloses 1.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Silver Point Capital, L.P., and its
affiliates disclosed that, as of Nov. 23, 2011, they beneficially
own 759,093 shares of common stock of MoneyGram International,
Inc., representing 1.3% of the shares outstanding. This
percentage is calculated based upon 57,341,017 outstanding shares
of Common Stock as of Nov. 23, 2011.
As previously reported by the TCR on Nov. 22, 2011, Silver Point
disclosed beneficial ownership of 794,447 shares or 1.6% equity
stake.
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/1DkJZq
About MoneyGram International
MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers. MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.
The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.
* * *
As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc. Fitch has withdrawn
the rating for business reasons. The ratings is no longer
relevant to the agency's coverage.
MONTANA ELECTRIC: Can Employ Malcolm Goodrich as Gen. Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana has granted
Southern Montana Electric Generation and Transmission Cooperative,
Inc., permission to employ Malcolm H. Goodrich and professionals
from the law firm of Goodrich Law Firm, P.C., to serve as general
co-counsel to provide general counseling and representation before
the Bankruptcy court.
The Court is satisfied that the firm represents no interest
substantially adverse to Debtor, or to Debtor's estate in the
matters upon which this case concerns and that employment is
necessary and would be in the best interest of the estate.
All fees paid to said professional are subject to the approval of
this Court upon the filing of a proper application for reasonable
professional fees and reimbursement for actual, necessary expenses
in accordance with Mont. LBR 2016-1.
About Southern Montana
Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives. The city of Great Falls later joined
as the sixth member. Including the city, the co-op serves a
population of 122,000. In addition to Great Falls, the service
area includes suburbs of Billings, Montana.
Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million. Timothy Gregori signed the
petition as general manager.
Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.
Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications. These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code. According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.
MOORE SORRENTO: Can Use Wells Fargo Cash Collateral Until Jan. 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, in a fourth interim order, Moore Sorrento, LLC, to use
the cash collateral which Wells Fargo Bank, N.A., asserts an
interest.
The Debtor's authority to use cash collateral will terminate on
Jan. 1, 2012, at 12:00 a.m., prevailing Central Time. The final
hearing to consider the Debtor's request for approval of the
motion will be held on Jan. 5, at 1:30 p.m.
As of the Petition Date, Wells Fargo asserts a perfected and
senior priority lien on the Wells Fargo Collateral to secure
payment of the First Note, as reflected by, among other things,
that certain Mortgage (with Power of Sale), Security Agreement,
Assignment of Rents and Financing Statement dated Nov. 7, 2007,
and that certain Assignment of Rents dated Nov. 7, 2007.
The Debtor will use the cash collateral to fund its business
operations. The Debtor must not exceed the expenditures by 10% on
any line item basis or 10% of the total monthly expenditures,
provided that the Debtor will not make any payments to or for the
benefit of any "insider".
Notwithstanding anything to the contrary herein, the Debtor is
authorized to:
a) use up to $76,562 of Excess Cash during the month of
November 2011 to make one or more payments to one or more of
the T.I. Tenants in order to reduce the unpaid balance of the
T.I.s owed by the Debtor to the T.I. Tenants; and
b) use up to an additional $76,562 of Excess Cash during the
month of December 2011 to make one or more payments to one or
more of the T.I. Tenants in order to reduce the unpaid balance
of the T.I.s owed by the Debtor to the T.I. Tenants.
The Debtor will have sole and complete discretion to determine the
portion, if any, of the $76,562 of Excess Cash the Debtor is
authorized to expend in both November 2011 and December 2011;
provided, however, that the Debtor will not pay to any particular
T.I. Tenant an amount exceeding the amount necessary to fully
satisfy the unpaid balance of the T.I. owed by the Debtor to T.I.
Tenant.
As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant Wells Fargo replacement liens
on the prepetition Wells Fargo collateral, and property acquired
by the Debtor after the Petition Date; and superpriority
administrative expense claim.
As additional adequate protection:
-- the Debtor will make (a) an adequate protection payment to
Wells Fargo by Nov. 10, 2011, in the amount of $100,000, and
(b) an adequate protection payment to Wells Fargo by Dec. 10,
2011, in the amount of $100,000. The payments will be applied
to outstanding interest due under the loans.
-- on or before the 10th day of each month, the Debtor will
deposit escrows for real estate taxes ($23,100) and insurance
($3,300), which amounts will be held by Wells Fargo in reserve
accounts pending further order of the Court.
About Moore Sorrento
Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center. The center's
current 23 tenants offer various goods and services to retail
customers.
Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011. J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel. In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.
As reported in the TCR on Oct. 20, 2011, Moore Sorrento delivered
a plan of reorganization and disclosure statement dated Oct. 3,
2011, to the U.S. Bankruptcy Court for the Northern District of
Texas.
All classes of claims and interests are estimated to have 100%
recovery under the Plan.
NATIONAL AIR: Moody's Assigns 'B3' Rating to Secured Notes
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to National
Air Cargo Holdings, Inc., Corporate Family ("CFR") and Probability
of Default ratings each at Caa2 and $68 million of senior secured
notes due 2015 at B3. NACH privately placed the Notes in December
2010. The outlook is stable.
The Notes are secured by perfected first priority security
interests in two 1991 and one 1993 vintage Boeing 747-400
freighters. Moody's used its Equipment Trust Certificate rating
methodology when assigning the B3 rating to the Notes. The B3
rating considers the expectation that the noteholders would
benefit from the protections of Section 1110 of Title 11 of the
United States Code and Moody's estimate of a moderate loan-to-
value of approximately 60%. The Notes are an amortizing
obligation. The absence of a liquidity facility leads to less
ratings uplift than other Section 1110-eligible aircraft financing
structures that include such facilities.
RATINGS RATIONALE
The near-term maturity of the company's other debt facility (not
rated) constrains the Corporate Family Rating ("CFR") at Caa2.
That facility is secured by the company's four Boeing B757-200
aircraft. Moody's understands that the company is in the market
seeking to arrange a new multi-year credit facility in advance of
this facility's January 31, 2012 maturity date. NACH is also in
discussions to arrange an extension of this facility in the event
any new facility is not closed by the existing maturity date. The
CFR also reflects the company's relatively small size, execution
risks inherent in the strategy to introduce asset heavy operations
to its long-running asset-light freight forwarding business model
and the high reliance on the U.S. Department of Defense ("DoD")
for a significant portion of its revenue. Changes in scope of
military operations and troop deployment levels can cause sharp
swings in the DoD's demand for the company's services over time.
Additionally, NACH's strategy contemplates meaningful
contributions to earnings and operating cash flows from the growth
of commercial freight operations. Demand for commercial freight is
closely linked to global economic growth rates, and to a lesser
degree, by freight mode choices by potential customers for
materials or products sourced mainly from southeast Asia. Moody's
anticipates that NACH will operate its freighters on a spot basis
as it seeks commercial backhauls to increase the aircraft
utilization on the return legs of the DoD's Air Mobility Command
("AMC") flights. The volume of B747-400 cargoes from the AMC could
also trail the company's expectations since other providers of air
freight services to the AMC are executing a similar strategy, that
of deploying more fuel efficient B747-400 freighters in attempts
to win a greater share of the overall demand from the AMC. This
approach is riskier than contracted ACMI (aircraft, crew,
maintenance and insurance) operations since spot demand typically
represents marginal demand that is likely the first to decline
during economic troughs.
The stable outlook reflects Moody's belief that near term levels
of demand from the existing customer base should allow the company
to maintain earnings and cash flows at levels that support its
debt service obligations. Additionally, the owned aircraft, four
Boeing 757s and three Boeing B747-400s, and the company's other
non-aircraft assets (mainly accounts receivable) provide a
significant amount of collateral that should help the company
arrange a new credit facility. The ratings would benefit from a
successful refinancing that meaningfully extended the maturity
date of the credit facility. Additional benefit could follow the
successful implementation of asset heavy operations for the B747
and B757 aircraft including garnering the new business that NACH
anticipates from the DoD and from new commercial customers. The
inability to timely refinance the existing term loan could
negatively pressure the ratings as could the inability to achieve
the financial performance the company expects from the investment
in the freighters.
The principal methodologies used in rating National Air Cargo
Holdings, Inc. were the Global Business & Consumer Service
Industry Rating Industry Methodology published in October 2010 and
Enhanced Equipment Trust And Equipment Trust Certificates Industry
Methodology published in December 2010.
National Air Cargo Holdings, Inc. is a provider of freight
forwarding services and operates a Part 121 certificated air
carrier and both business lines serve principally military and
industrial customers.
NCO GROUP: Business Combination with APAC Sought
------------------------------------------------
One Equity Partners informed NCO Group, Inc., that it intended to
seek to combine APAC Customer Services, Inc., with the Company to
build market leadership in business process outsourcing and
customer care solutions. The Combination is subject to board
approval and obtaining new debt financing, and the terms of any
such Combination have not been finalized.
As previously disclosed, APAC, was acquired by OEP, the majority
stockholder of NCO Group, on Oct. 14, 2011. OEP has informed the
Company that it funded that acquisition with $300 million of
equity and a $159 million bridge loan.
There can be no assurance that the Combination will be completed
or if completed, the terms or timing of any the Combination. If
the Combination occurs, the Company's management has targeted
approximately $30 million of annualized cost savings anticipated
to be achieved after the completion of the Combination. Further,
OEP has informed the Company that, if the Combination occurs, it
has committed to keep the $300 million of equity funded by OEP in
connection with the APAC acquisition invested in the combined
business. As part of the Combination, the Company anticipates
changing its name to Expert Global Solutions, Inc.
The Company is currently seeking to obtain debt financing to
refinance substantially all of its outstanding indebtedness,
consisting of a new credit facility (comprised of a revolving
credit line of approximately $120 million (under which it is
currently anticipated that no significant amounts will be drawn at
the time of the refinancing closing), and a term loan of
approximately $750 million) and the issuance of new senior
unsecured notes having a principal amount of approximately $300
million. Proceeds from the new borrowings would be used to repay
substantially all of NCO's and APAC's existing debt, and related
fees and expenses. Such debt financing is subject, among other
things, to the completion of the Combination and board approval.
There can be no assurance that such new debt financing will be
available on terms acceptable to the Company, or at all.
Furthermore, there can be no assurance that the Company can
successfully refinance its outstanding indebtedness, that it can
realize the anticipated cost savings or that the Combination will
be consummated.
In addition, these additional borrowings and liabilities may have
a materially adverse effect on the Company's liquidity and capital
resources. Completing any such refinancing and Combination
involves a number of risks, including diverting management's
attention from the Company's daily operations, the use of
additional management, operational and financial resources, system
conversions, and the inability to maintain key pre-Combination
relationships with customers, suppliers and employees. If the
Combination occurs, the Company might not be able to successfully
integrate the Combination into the Company's business or operate
the combined businesses profitably, and the Company may be subject
to unanticipated problems and liabilities of APAC.
About NCO Group Inc.
Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management. NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.
The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.
The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities
and a $17.89 million total stockholders' deficit.
* * *
As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative. Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3. The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes. In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver. Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.
NCO GROUP: Moody's Reviews 'Caa1' Corporate Rating for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed NCO Group, Inc.'s Caa1 Corporate
Family and Probability of Default and SGL-4 Speculative Grade
Liquidity ratings under review for possible upgrade. As part of a
merger and debt refinancing transaction, NCO Group, Inc.
anticipates being renamed Expert Global Solutions, Inc., the lead
borrower under the proposed senior secured credit facility and the
issuer of the proposed senior unsecured notes.
The rating action follows the company's proposed merger with APAC
Customer Services, Inc. and proposed refinancing of the company's
existing capital structure. If the merger and refinancing
transaction close on terms consistent with those proposed, the
Corporate Family and Probability of Default Ratings are expected
to be upgraded by two notches, to B2 from Caa1.
In connection with the proposed refinancing, Moody's also assigned
a B1 rating to the proposed $120 million senior secured revolving
credit facility and $750 million senior secured term loan, and a
Caa1 to the proposed $300 million senior unsecured note offering.
The ratings are subject to review of final documentation. Upon
close, the existing debt instrument ratings of NCO will be
withdrawn and the rating outlook is expected to be changed to
stable.
The proceeds of the term loan and unsecured notes will be used to
repay NCO and APAC's existing debt and pay related fees and
expenses. NCO and APAC are now portfolio companies of One Equity
Partners ("OEP"), which recently acquired APAC for $470 million
and has publicly stated its intention of combining APAC with NCO.
Post merger, Moody's expects NCO to benefit from an enhanced
liquidity and maturity profile, as well as from OEP's $300 million
equity contribution as part of its acquisition of APAC. OEP's
bridge loan to APAC of approximately $159 million will be repaid
using proceeds from the new senior credit facility and the notes.
These ratings were placed under review for upgrade:
NCO Group, Inc.:
Caa1 Corporate Family Rating
Caa1 Probability of Default Rating
SGL-4 Speculative Grade Liquidity Rating
Ratings affirmed and to be withdrawn at the close of the
transaction:
NCO Group, Inc.:
$67.5 million senior secured revolving credit facility due
December 2012, B2 (LGD2, 26%)
$460 million senior secured term loan due May 2013, B2 (LGD2, 26%)
$165 million senior unsecured floating rate notes due November
2013, Caa2 (LGD5, 73%)
$200 million senior subordinated notes due November 2014, Caa3
(LGD6, 91%)
Ratings assigned:
$120 million senior secured first lien revolving credit facility,
B1 (LGD3, 33%)
$750 million senior secured first lien term loan, B1 (LGD3, 33%)
$300 million senior unsecured notes, Caa1 (LGD5, 87%)
RATINGS RATIONALE
If the acquisition and refinancing close based on the proposed
terms, Moody's expects to upgrade the CFR to B2 with a stable
ratings outlook. If the acquisition and refinancing are not
completed, Moody's expects to confirm the Caa1 CFR with a negative
ratings outlook.
The expected B2 CFR upon the closing of the acquisition and
refinancing reflects integration risks associated with the merger,
highly competitive industry conditions, and high pro forma
financial leverage. On a pro forma basis for the merger and
refinancing transaction, Moody's estimates pro forma adjusted debt
to EBITDA of about 5.6 times, prior to the consideration of
merger-related cost synergies. The pro forma inclusion of
management's targeted $30 million of annualized cost synergies
would reduce financial leverage to 5.0 times.
Moody's expects the environment for the collection of delinquent
accounts receivable to remain difficult, as many consumers
struggle with high unemployment, lack of wage growth and
constrained access to credit. However, the combination with APAC
will enhance the company's scale and business-line diversity into
the more stable Customer Relationship Management (CRM) segment,
while also improving the company's liquidity and maturity profile.
The expected B2 CFR also incorporates Moody's expectation that the
company's financial leverage will improve in the near-term after
completion of the merger due to debt repayment, stabilization of
the company's revenue base, realization of merger-related
synergies and improved cost controls.
The principal methodology used in rating NCO Group, Inc. was the
Global Business & Consumer Service Industry published in October
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Based in Horsham, Pennsylvania, NCO Group, Inc. is a global
provider of business process outsourcing (BPO) services, primarily
focused on accounts receivable management (ARM) and customer
relationship management (CRM) solutions to a variety of sectors
including financial services, telecommunications, healthcare,
retail, technology, education and government agencies. NCO is a
portfolio company of One Equity Partners (OEP). For the twelve
months ended September 30, 2011, the company reported revenue of
approximately $1.5 billion.
NCO GROUP: S&P Puts 'CCC+' Issuer Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' issuer credit
rating on NCO Group Inc. on CreditWatch with positive
implications.
NCO recently announced proposed debt offerings for an $870 million
senior secured credit facility (which includes a $120 million
revolving credit facility that will be initially undrawn) and $300
million in senior unsecured notes. The company plans to use the
net proceeds to repay its existing outstanding debt and replace a
$159 million bridge loan related to One Equity Partners LLC's
(OEP's; NCO's parent company) acquisition of APAC Customer
Services Inc. (APAC). NCO intends to roll the remaining equity
from OEP's purchase of APAC (roughly $300 million) into the
combined entity. The new proposed debt will have a much more
favorable payback timeline, with maturities extending to beyond
2017 (originally due in 2013 and 2014). "The rating action
reflects our view that there is a strong probability that NCO's
proposed debt offerings will close and the company will materially
improve its debt metrics and capital position," said Standard &
Poor's credit analyst Kevin Cole.
On July 6, 2011, APAC entered an agreement to be acquired by one
of OEP's affiliates. The acquisition closed on Oct. 14, and OEP
funded the purchase price through a $300 million equity
contribution and a $159 million bridge loan to the acquiring
affiliate. If the debt offerings are successful, NCO will change
its name to Expert Global Solutions Inc. (EGS) and conduct a
series of transactions that will result in APAC merging into one
of its direct, wholly owned subsidiaries.
"After the merger, EGS will have more debt than that of the
combined stand-alone companies. However, EGS' private equity
owner, OEP, will contribute $300 million of equity, thereby
improving EGS' leverage ratios and aggregate capitalization.
Assuming $15 million of cost synergies, we estimate a pro forma
debt-to-EBITDA ratio for EGS of 5.0x as of Sept. 30, 2011, down
from 5.8x for NCO under its old debt structure," S&P related.
"The CreditWatch positive placement reflects our view of the
strong probability that NCO's proposed debt offerings will close.
In that case, we would likely raise the rating on NCO before we
ultimately withdraw it and replace it with the final rating on the
guarantor of the new combined entity, EGS. If the proposed debt
offerings do not close, which is a less likely scenario, we
likely would revise the outlook on NCO to negative," said Mr.
Cole.
NEUSTAR INC: Moody's Assigns 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a first-time Speculative
Grade Liquidity (SGL) Rating of SGL-1 to Neustar, Inc.("Neustar").
On November 1st, 2011, Moody's assigned a Ba2 Corporate Family
Rating (CFR) and a Ba3 Probability of Default Rating to Neustar
associated with its $650 million acquisition of TARGUSinfo. The
outlook remains stable.
RATINGS RATIONALE
Neustar's SGL-1 speculative grade liquidity rating reflects the
company's very good liquidity profile. Pro forma for the loan
offering, acquisition and share buy-back, Moody's projects the
company will have approximately $60 million in cash or equivalents
and an undrawn $100 million revolving credit facility. Moody's
projects that Neustar's cash from operations should be more than
sufficient to meet its modest capex obligations, and fund
continued share buy-backs.
Moody's has taken this rating action:
Issuer: Neustar, Inc.
-- Speculative Grade Liquidity Rating -- Assigned SGL-1
The principal methodology used in rating Neustar was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Based in Sterling, VA, Neustar, Inc is the leading provider of
information and data services catering to carriers and
enterprises. On November 8, 2011 Neustar acquired TARGUSinfo, a
leading provider of real time location and directory services for
$650 million. For last twelve month ending in September 30, 2011,
Neustar generated approximately $583 million in revenue.
NEWPAGE CORP: Seeks to Hire Deloitte FAS for Accounting Services
----------------------------------------------------------------
NewPage Corporation and its affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Financial Advisory Services LLP as its bankruptcy and
emergence accounting services provider, nunc pro tunc to Oct. 14,
2011. The Debtors selected Deloitte FAS because of the firm's
experience and expertise in fresh-start accounting principles and
asset appraisal and valuation techniques.
Deloitte FAS will, among other things:
(a) provide assistance related to Court-required filings;
(b) provide financial reporting assistance;
(c) plan for determination of the Fresh-Start Balance Sheet
under ASC 852;
(d) appraise and estimate the fair value and estimated
remaining useful lives of real property, personal property,
inventory, trademarks and trade names, customer
relationships, contracts and leases, joint ventures, and
equity interests;
(e) assist with the implementation of Fresh-Star Balance Sheet;
and
(f) provide other related advice and assistance with accounting
and financial reporting, and application support.
The hourly rates for Deloitte FAS' services are:
For fresh-star accounting services:
Partner/Principal/Director $590 to $725
Senior Manager $490 to $580
Manager $380 to $475
Senior Associate $275 to $375
Associate and Junior Staff $175 to $250
For asset and liability appraisal services:
Partner/Principal/Director $450
Senior Manager $390
Manager $315
Senior Associate $250
Associate and Junior Staff $200
The Debtors agree to reimburse Deloitte FAS for reasonable
expenses, including travel, report production, delivery services,
and other expenses incurred in the course of fulfilling its duties
as bankruptcy and emergence accounting services provider.
The Debtors attest that Deloitte FAS is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).
About NewPage Corporation
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.
NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent. In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel. On Sept. 21, 2011, the Committee also selected Young
Conaway Stargatt & Taylor, LLP to act as its Delaware and
conflicts counsel.
NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NEWPAGE CORP: Seeks to Hire Deloitte as Tax Services Provider
-------------------------------------------------------------
NewPage Corporation and its affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Tax LLP as their tax and accounting services provider,
nunc pro tunc to Oct. 4, 2011. The Debtors selected Deloitte Tax
because of the firm's experience and extensive knowledge in the
fields of federal, state, local, and foreign tax issues for large
sophisticated companies both inside and outside Chapter 11.
Upon retention, Deloitte Tax will, among other things:
(a) provide advisory services on federal, foreign, state and
local tax matters on an as-requested basis;
(b) advise the Debtors in their work with their counsel and
financial advisors on the cash tax effects of restructuring
and bankruptcy and the post-restructuring tax profile,
including plan of reorganization tax costs;
(c) advise the Debtors regarding the restructuring and
bankruptcy emergence process from a tax perspective,
including the tax work plan;
(d) advise the Debtors on the cancellation of debt income for
tax purposes under Internal Revenue Code Section 108; and
(e) advise the Debtors as to the proper treatment of
postpetition interest for state and federal income tax
purposes.
The firm's hourly rates are:
(a) Under the Tax Advisory Services Engagement Letter
Partner/Director $550
Senior Manager $470
Manager $400
Senior $330
Staff $250
(b) Under the Bankruptcy Tax Consulting Engagement Letter
National Partner/Principal/Director $740
Partner/Principal/Director $630
Senior Manager $550
Manager $470
Senior $380
Staff $290
The Debtors agree to reimburse Deloitte Tax for reasonable
expenses, including travel, report production, delivery services,
and other expenses incurred in the course of fulfilling its duties
as tax and accounting services provider.
The Debtors attest the Deloitte Tax is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).
About NewPage Corporation
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.
NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent. In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel. On Sept. 21, 2011, the Committee also selected Young
Conaway Stargatt & Taylor, LLP to act as its Delaware and
conflicts counsel.
NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NEWPAGE CORP: Court OKs Paul Hastings as Committee's Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the official committee of unsecured creditors in the Chapter 11
cases of NewPage Corporation, et al., to retain Paul Hastings LLP
as its counsel effective as of Sept. 21, 2011.
As counsel, Paul Hastings will perform these services:
a. consult with the Committee, the Debtors, and the Trustee
concerning the administration of these chapter 11 cases;
b. review, analyze, and respond to pleadings filed with the
Court by the Debtors and other parties in interest and to
participate at hearings on such pleadings;
c. investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the operation of the
Debtors' businesses, and any matters relevant to these
chapter 11 cases, to the extent required by the Committee;
d. take all necessary action to protect the rights and
interests of the Committee, including, but not limited to,
negotiations and preparation of documents relating to any
plan of reorganization and disclosure statement;
e. to represent the Committee in connection with the exercise
of its powers and duties under the Bankruptcy Code and in
connection with these chapter 11 cases; and
f. perform all other necessary legal services in connection
with these Chapter 11 cases.
Compensation will be payable to Paul Hastings on an hourly basis,
plus reimbursement of actual, necessary expenses. The attorneys
and paralegal presently designated to represent the Committee and
their current standard hourly rates are:
Luc A. Despins $995
Douglas Koff $930
Robeli E. Winter $845
Aaron Klein $700
Christopher Fong $535
Michelle Yetter $410
Juanita Greenfield $225
Luc A. Despins, Esq., a member of Paul Hastings, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
About NewPage Corporation
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.
NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent. In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel. On Sept. 21, 2011, the Committee also selected Young
Conaway Stargatt & Taylor, LLP to act as its Delaware and
conflicts counsel.
NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NEWPAGE CORP: Court Approves PwC as Independent Auditor
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NewPage Corporation, et al., to employ PricewaterhouseCoopers LLP
as their independent auditor and accountant, nunc pro tunc to the
Petition Date.
PricewaterhouseCoopers will:
a. audit the consolidated financial statements of New Page
Group Inc. at December 31,2011, and for the year then
ending. Upon completion of the audit, PwC will provide an
audit report on financial statements;
b. audit the consolidated financial statements of NewPage
Holding Corporation and New Page at December 31, 2011, and
for the year then ending. Upon completion of the audit,
PwC will provide an audit report on such financial
statements; and
c. in connection with the annual financial statement audit of
NewPage Holding Corporation and New Page, PwC will perform
reviews of the unaudited consolidated financial information
for each of the first three quarters in the year ending
December 31, 2011, before a Form 10-Q is filed with the
Securities and Exchange Commission.
The engagement letter provide for a fixed-fee arrangement. The
fixed-fee arrangement is based on an estimate of the time required
by the individuals assigned to the Debtors' engagement to perform
the audit and accounting services. If additional audit procedures
are necessary to complete the services and related reports, PwC
will provide the Debtors with an estimate of fees based upon the
hourly rates of the individuals assigned to the Debtors'
engagement, subject to downward adjustment upon review by the
Debtors. The hourly rates, subject to periodic adjustments, that
will be charged by PwC professionals for incremental services
rendered pursuant to the Engagement Letters are:
Staff Class Engagement Team Specialists
----------- --------------- -----------
Partner $600 - $700 $720 - $903
Managing Director/
Director $450 - $580 $580 - $590
Senior Manager $375 - $450 $449 - $480
Manager $290 - $375 $449 - $480
Senior Associate $200 - $240 $360 - $371
Associate $120 - $175 $280 - $318
Administrative
Assistant $100 - $135 $114
About NewPage Corporation
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.
NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent. In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel. On Sept. 21, 2011, the Committee also selected Young
Conaway Stargatt & Taylor, LLP to act as its Delaware and
conflicts counsel.
NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NEWPAGE CORP: Court OKs Young Conaway as Committee's Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of NewPage Corporation, et al., to retain Young Conaway
Stargatt & Taylor, LLP, as its co-counsel effective as of
Sept. 21, 2011.
As co-counsel, Young Conaway will:
a. consult with the Committee, the Debtors, and the Trustee
concerning the administration of these chapter 11 cases;
b. review, analyze and respond to pleadings filed with the
Court by the Debtors and to participate at hearings on those
pleadings;
c. investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the operation of the
Debtors' businesses, and any matters relevant to these
Chapter 11 cases in the event, and to the extent, required
by the Committee;
d. take all necessary action to protect the rights and
interests of the Committee, including, but not limited to,
negotiations and preparation of documents relating to any
plan of reorganization and disclosure statement; and
e. represent the Committee in connection with the exercise of
its powers and duties under the Bankruptcy Code and in
connection with the Chapter 11 cases.
The attorneys and paralegal presently designated to represent the
Committee and their current standard hourly rates are:
James L. Patton, Jr. $900
M. Blake Cleary $610
Jaime N. Luton $340
Andrew L. Magaziner $290
Michelle Smith (paralegal) $165
Michelle Smith (paralegal) $165
About NewPage Corporation
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.
NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent. In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel. On Sept. 21, 2011, the Committee also selected Young
Conaway Stargatt & Taylor, LLP to act as its Delaware and
conflicts counsel.
NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NEWPARK RESOURCES: S&P Raises Rating on $172.5MM Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
Newpark Resources Inc.'s $172.5 million 4% senior unsecured
convertible notes due 2017 to '5' from '6'. "At the same time, we
raised our issue rating on the notes to 'B-' from 'CCC+'. The '5'
recovery rating indicates our expectation of modest (10% to 30%)
recovery in the event of a payment default," S&P related.
Newpark resources' 'B' corporate credit rating remains unchanged.
"Our revised recovery rating reflects Newpark's recently amended
and extended revolving credit facility and our revised, higher
valuation for the company in a default scenario," S&P related.
Ratings List
Newpark Resources Inc.
Corporate credit ratings B/Stable/--
Upgraded; Recovery Rating Revised
To From
Senior unsecured B- CCC+
Recovery Rating 5 6
NUTRITION 21: Court Approves EisnerAmper as Accountants
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Nutrition 21, Inc., et al., to employ EisnerAmper as
their accountants nunc pro tunc to the Petition Date. EisnerAmper
will provide accounting services as necessary and requested by the
Debtors, including, without limitation, preparing the Debtors'
federal, state and local income tax returns, including obtaining
extensions of time to file, if required, for the year ended
June 30, 2011.
EisnerAmper will be paid:
a. Fee for tax returns is $15,000 and for the tax provision,
the fee is $7,500. $9,561 of which was paid pre-bankruptcy, so
the Debtors will only be responsible for the balance which is
$12,939.
b. EisnerAmper's standard hourly rates range from $115 to $450
according to the degree of responsibility involved and the
experience level of the personnel assigned to the engagement.
About Nutrition 21
Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise. The Company holds more than 30 patents for nutrition
products and their uses.
Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011. Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.
The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock. The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization. The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code. The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full. The Company believes that
cash distributions on account of the Company's common stock are
unlikely.
On Sept. 22, 2011, the Bankruptcy Court issued an order
establishing bidding procedures for an auction to sell all or
substantially all of the Debtors' assets and scheduling a hearing
for the Bankruptcy Court to consider approval of the Debtors' sale
of such assets to a successful bidder at the Auction.
On Oct. 7, 2011, the Company, Nutrition 21, LLC, and N21
Acquisition Holding, LLC (the "Purchaser") entered into an Asset
Purchase and Sale Agreement, dated as of such date. The Purchaser
entered into the Original Asset Sale Agreement as a 'stalking
horse" bidder and, accordingly, the consummation of the
transactions contemplated by the Original Asset Sale Agreement was
subject to the Company's solicitation and potential receipt of
higher or otherwise better competing bids at the Auction pursuant
to the Bidding Procedures.
NUTRITION 21: Court OKs Employment of J.H. Cohn as Auditors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Nutrition 21, Inc., et al., to employ J.H. Cohn LLP as
their auditors effective nunc pro tunc to the Petition Date.
The firm will provide audit services to the Debtors for the year
ended June 30, 2011.
The firm's rates are:
Personnel Rates
--------- -----
Partners/Senior Partners $580-790/hour
Manager/Senior Manager/Director $420-$610/hour
Other Professional Staff $260-$400/hour
Paraprofessional $180/hour
About Nutrition 21
Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise. The Company holds more than 30 patents for nutrition
products and their uses.
Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011. Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.
The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock. The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization. The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code. The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full. The Company believes that
cash distributions on account of the Company's common stock are
unlikely.
On Sept. 22, 2011, the Bankruptcy Court issued an order
establishing bidding procedures for an auction to sell all or
substantially all of the Debtors' assets and scheduling a hearing
for the Bankruptcy Court to consider approval of the Debtors' sale
of such assets to a successful bidder at the Auction.
On Oct. 7, 2011, the Company, Nutrition 21, LLC, and N21
Acquisition Holding, LLC (the "Purchaser") entered into an Asset
Purchase and Sale Agreement, dated as of such date. The Purchaser
entered into the Original Asset Sale Agreement as a 'stalking
horse" bidder and, accordingly, the consummation of the
transactions contemplated by the Original Asset Sale Agreement was
subject to the Company's solicitation and potential receipt of
higher or otherwise better competing bids at the Auction pursuant
to the Bidding Procedures.
OILSANDS QUEST: Enters Into Creditor Protection Under CCAA
----------------------------------------------------------
Oilsands Quest Inc. has requested and obtained an Order from the
Alberta Court of Queen's Bench providing creditor protection under
the Companies' Creditors Arrangement Act (Canada) ("CCAA"). While
under CCAA protection, the Company will continue with its day to
day operations.
On Nov. 28, 2011, the third party that had signed a Letter of
Intent to purchase the Company's Wallace Creek asset notified
Oilsands Quest that they could not meet the terms of that Letter
of Intent. Negotiations on the proposed Wallace Creek sale have
ended, and the Board of Directors of Oilsands Quest has therefore
decided to seek CCAA protection after considering all available
alternatives. The Company has been hindered in recent months by
market and financial challenges, details of which will soon be
available on the website www.ey.com/ca/oilsandsquest. CCAA
protection stays creditors and others from enforcing rights
against the Company and affords Oilsands Quest the opportunity to
restructure its financial affairs. The Court has granted CCAA
protection until Dec. 21, 2011, to be further extended as required
and approved by the Court.
"We made the difficult decision to seek creditor protection
because we believe this step to be in the best interest of all our
stakeholders," said Garth Wong, Oilsands Quest Chief Executive
Officer. "We have been actively seeking options to manage our
liquidity and to raise the capital we need to proceed with
developing our assets. To protect those assets and find a
solution that will enable them to be developed, we are seeking
options to restructure our affairs up to and including the sale of
the company."
While under CCAA protection, the Board of Directors maintains its
usual role and management of the Company remains responsible for
the day to day operations, under the supervision of a Court-
appointed monitor, Ernst & Young Inc., who will be responsible for
reviewing Oilsands Quest's ongoing operations, assisting with the
development and filing of a Plan of Arrangement that is
established by management, liaising with creditors and other
stakeholders and reporting to the Court. The Board of Directors
and management will be primarily responsible for determining
whether a Plan for restructuring the Company's affairs is
feasible. Affected stakeholders will have an opportunity to vote
on the Plan. Before the Plan is implemented it must be approved
by the requisite number and value of affected stakeholders
contemplated by law and approved by the Court.
CCAA protection enables the Company to continue with its day to
day operations until the CCAA status changes. The implications of
this process for Oilsands Quest shareholders will not be known
until the end of the restructuring process. If the affected
stakeholders do not approve a Plan in the manner contemplated by
law, Oilsands Quest will likely be placed into receivership or
bankruptcy. If by Dec. 21, 2011, Oilsands Quest has not filed a
Plan or obtained an extension of the CCAA protection, creditors
and others will no longer be stayed from enforcing their rights.
Oilsands Quest will issue a further press release on or before
Dec. 21, 2011 to provide an update.
The NYSE Amex has halted trading in the common shares of the
Company (symbol:BQI). The NYSE may proceed to delist the company
for failure to meet the continued listing requirements of the NYSE
as a result of the Company proceeding under the CCAA. BQI's
common shares will remain suspended from trading until a delisting
occurs, or until the NYSE permits the resumption of trading.
"We remain confident that our in situ oil sands assets will some
day be developed into commercial facilities," Mr. Wong concluded.
"Oil sands development is a long-term, capital-intensive business.
The timing for our planned pilot project unfortunately coincided
with a downturn in the capital markets that has impacted our
ability to access capital or to identify strategic alternatives to
enable us to proceed. We hope that through this process, we will
be able to arrive at a satisfactory solution for all our
stakeholders, including our shareholders."
About Oilsands Quest
Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licences, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.
OLD CORKSCREW: Seeks One-Week Plan Exclusivity Extension
--------------------------------------------------------
Old Corkscrew Plantation, LLC, et al., ask the U.S. Bankruptcy
Court for the Middle District of Florida to extend their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until Dec. 5, 2011, and Feb. 1, 2012, respectively.
The Debtors filed their request for an extension before the
exclusive periods was set to expire on Nov. 28.
According to the Debtors, in light of the Thanksgiving holiday,
the BMO Harris Bank has requested that the Debtors seek a one week
extension of the exclusivity period for filing Debtors' plan and
disclosure statement. The Committee supported the requested
extension.
The Debtors related that they need sufficient time to determine
claims and finalize a comprehensive plan and disclosure statement
acceptable to as many creditors and parties in interest as
possible, thereby facilitating a favorable conclusion to the
Chapter 11 case.
About Old Corkscrew Plantation LLC
Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts. Old Corkscrew sought Chapter 11 protection along with its
affiliates. Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel. Berger Singerman,
P.A., serves as their bankruptcy counsel. Arcadia Citrus
Enterprises, Inc., serves as manager of their citrus growing
properties. Kapila & Company serves as chief restructuring
officer. The Debtors' orange groves are valued at $24 million.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed. Another $338,511 debt is owed to
Scott and Vicki Westlake.
No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.
OUTSOURCE HOLDINGS: Disclosures on Liquidating Plan Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Texas has approved
the Second Amended Disclosure Statement explaining the first
Amended Plan of Liquidation of Outsource Holdings, Inc.
The amount of funds that will be available for distribution to
creditors under the Plan will depend on various unknown factors,
such as the total amount of administrative claims, the amount
ultimately collected pursuant to the Acquisition Agreement and the
amount of expenses that will be incurred to administer the Plan.
Prior to the closing of the transaction described in the
Acquisition Agreement, the Debtor held approximately $28,000 in
its bank account. The Debtor received $2,021,000 from the closing
of the merger transaction described in the Acquisition Agreement,
bringing the total currently available funds to approximately
$2,049,000. Based on the Debtor's most recent information, the
Debtor estimates that it will receive an additional $4,688,000
during the next four years pursuant to the Acquisition Agreement.
The Plan provides for the payment of Allowed Administrative
Claims, currently projected to be $720,000. The Plan also
provides that $25,000 initially will be set aside as a
Distribution Reserve to pay expenses associated with administering
the Plan. The Debtor projects that approximately $5,992,000 will
be available for distribution to Classes under the Plan.
The projected distributions to the various creditor classes under
the Plan are:
Claim Amount Recovery
------------ --------
Class 1 - Keefe Bruyette & Woods $400,000 25%
Class 2 - 2010 Noteholders $200,000 100%
Class 3 - TRUPs Holders $5,000,000 30%
Class 4 - 2009 Noteholders $7,000,000 60%
Class 5 - Interests in the Debtor 0%
The Plan includes a proposed compromise that is the result of
extensive negotiations among the Debtor, the TRUPs Holders and
KBW. The Plan essentially provides for KBW and the TRUPs Holders
to receive a reduced distribution of available funds, provided
that they are paid, at least in part, from the first available
funds. The proposed compromise is designed to provide a fair
distribution to the Debtor's creditors without the need to waste
the estate's limited funds through litigation.
Under the Plan, Allowed Administrative Claims will be paid in full
and a Distribution Reserve in the initial amount of $25,000 will
be established to pay expenses of administering the Plan.
The Class 1 Claimant (KBW) will receive Cash from the Initial
Proceeds equal to $100,000 in full satisfaction for its Allowed
Claim on the later of the Effective Date or the Allowance Date.
Each holder of an Allowed Class 2 Claim (Allowed Claims of the
2010 Noteholders) will receive Cash from the Initial Proceeds
equal to the principal portion of the Claimant's Allowed Class 2
Claim in full satisfaction for the Allowed Claim. The aggregate
payment to be made to Class 2 Claimants pursuant to the Plan is
estimated to be $200,000.
Class 3 Claims (Allowed Claims of the TRUPs Holders) will be
deemed senior to the Allowed Claims of the 2009 Noteholders to the
extent of the Agreed TRUPs Distribution ($1,500,000). On the
later of the Effective Date or the Allowance Date, each Class 3
Claimant will receive Cash equal to the Claimant's Pro Rata Share
of the Net Initial Proceeds (currently estimated to be
$1,004,000), if any, provided that the distribution will not
exceed in the aggregate the amount of the Agreed TRUPs
distribution. In addition, if and when the principal portion of
Allowed 2009 Noteholder Claims is paid in full, Class 3 Claimants
will be paid in Cash their Pro Rata Share of an amount equal to
the balance of all remaining funds in the Reorganized Debtor's
estate.
Under the Plan, Class 4 Claims (Allowed Claims of the 2009
Noteholders) will be deemed subordinated to the Allowed Claims of
the TRUPs Holders to the extent of the Agreed TRUPs Distribution.
To the extent, if any, that the Net Initial Proceeds exceed the
Agreed TRUPs Distribution, on the later of the Effective Date or
the Allowance Date, each Class 4 Claimant will receive a Pro Rata
Share of the remaining Cash, provided that the distribution will
not exceed in the aggregate the principal portion of all Allowed
Claims of the 2009 Noteholders. Class 4 Claimants will be
entitled to a Pro Rata Share of all payments from Interim
Distributions and the Final Distribution, provided that
distributions will not exceed in the aggregate the principal
portion of all Allowed Claims of the 2009 Noteholders.
On the Effective Date, the Allowed Equity Interests will be
canceled and extinguished, and the holders thereof will not be
entitled to receive any Distributions on account of the Equity
Interests.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/OUTSOURCEHOLDINGS_ds.pdf
About Outsource Holdings
Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset was its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.
Outsource Holdings filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 11-41938) on April 3, 2011. Jeff P.
Prostok, Esq., at Forshey & Prostok, L.L.P., in Fort Worth, Tex.,
serves as Outsource Holdings' bankruptcy counsel. The Debtor also
tapped Commerce Street Capital, LLP, as investment banker and
financial advisor, Fenimore, Kay, Harrison & Ford, LLP as special
transaction and regulatory counsel. The Debtor disclosed
$10,571,121 in assets and $13,887,431 in liabilities as of the
Chapter 11 filing.
Anthony J. Pacchia was appointed as Chapter 11 examiner in the
Debtor's case. The examiner tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel and Traxi, LLC, as financial advisors.
No creditors' committee has been appointed in the case.
PALISADES 6300: Can Hire B&RE as Property Manager & Leasing Agent
-----------------------------------------------------------------
Palisades 6300 West Lake Mead, LLC, asks the U.S. Bankruptcy Court
for the District of Nevada for authorization to employ B&RE
Property Management as property manager and leasing agent for real
property belonging to the estate, nunc pro tunc to the Petition
Date.
The assets of the estate include real property located at 6300
West Lake Mead Blvd., in Las Vegas, Nevada. The Property is an
apartment complex, known as Portofino Villas, consisting of
approximately 280 residential apartments.
B&R will, among others:
a) manage and maintain the Property in compliance with local,
county, state and federal laws;
b) manage all leases, subleases, licenses, concessions, tenancy
and other agreements affecting the use or occupancy of the
Property;
c) perform all necessary services, including without limitation
employing, supervising, discharging and paying employees;
d) oversee contractors who are making repairs;
e) maintain and operate all common areas and facilities;
f) use commercially reasonable efforts to obtain tenants and
perform all other services and acts necessary for the proper
management of the Property; and
g) provide any other services requested by the Debtor.
The Debtor believes that B&R is suitably disinterested in the case
and that B&R's proposal for management of the property is in the
best interest of the estate.
B&R will be compensated at 3% of the total monthly gross receipts
from the Property.
About Palisades 6300 West Lake Mead LLC
Palisades 6300 West Lake Mead, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.
Judge Linda B. Riegle oversees the case. Marjorie A. Guymon,
Esq., at Goldsmith & Guymon, P.C., serves as the Debtor's
bankruptcy counsel. In its schedules, the Debtor disclosed
$17,452,917 in assets and $14,733,148 in liabilities.
PACIFIC HIGH: Sunbelt Rentals Buys All Assets for $17.4 Million
---------------------------------------------------------------
Rental Equipment Register reports that Sunbelt Rentals has
acquired all assets of Pacific High Reach & Equipment Services for
about $17.4 million under Section 363 of the Bankruptcy Code.
According to the report, Sunbelt Rentals was selected as the
highest and best bidder after a comprehensive sale process. The
transaction was approved by the bankruptcy court Nov. 15, 2011,
and closed Nov. 18.
The report notes that FocalPoint Securities served as the
exclusive investment banker to Pacific High Reach. Ron Bender,
Esq. -- rb@lnbyb.com -- of Levene, Neale, Bender, Yoo & Brill,
served as bankruptcy counsel to Pacific High Reach. Matthew
Pakkala of FTI Consulting served as the company's chief
restructuring officer during the bankruptcy process. Pacific High
Reach and Equipment Services Inc. filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 11-bk-17545) on May 27, 2011.
PARC AT ROGERS: Wants Chapter 11 Case Dismissed
-----------------------------------------------
Parc at Rogers Limited Partnership asks the U.S. Bankruptcy Court
for the Northern District of Texas to dismiss its Chapter 11 case
without prejudice for re-filing. The Debtor has been in
negotiations with its largest secured creditor, Metropolitan
National Bank, regarding the treatment of its claim in the
bankruptcy. As a result of those negotiations, the Debtor and the
Bank have reached an agreement and have decided it is no longer
desirable for either party for the Chapter 11 bankruptcy case to
continue. The Bank has agreed that the dismissal may be without
prejudice to re-filing.
About Parc at Rogers
Parc at Rogers Limited Partnership in Dallas, Texas, owns and
operates the Parc at Rogers Apartment Homes, an apartment complex
in Rogers, Arkansas. It filed for Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-37025) on Oct. 31, 2011. Judge Barbara J.
Houser presides over the case. John Paul Stanford, Esq. --
jstanford@qsclpc.com -- at Quilling, Selander, Cummiskey and
Lownds, serves as the Debtor's counsel. In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Steven A. Shelley, vice president of T.
Whitman, LLC, the Debtor's general partner.
PHILADELPHIA ORCHESTRA: Judge Okays Bid to Turn Over Pension Plans
------------------------------------------------------------------
Philly.com reports that Judge Eric L. Frank, who oversees
Philadelphia Orchestra's bankruptcy case, approved on Nov. 28,
2011, the orchestra's request to turn over two of its pension
plans to an agency of the federal government.
The report says assets and liabilities of the orchestra's internal
pension plans for musicians and staff will be assumed by the
Pension Benefit Guaranty Corp. Association attorney Lawrence G.
McMichael hailed the decision as a major step in the orchestra's
exit from bankruptcy, but allowed that it will mean less money for
retired players.
The report says the plan topped out with a benefit of $80,000 per
year. "They will end up getting somewhat less," the report quotes
Mr. Michael. "There's a lot of sacrifice and we appreciate it."
The report adds that the timing of the orchestra's exit from
bankruptcy now hinges on talks with its landlord, the Kimmel
Center, on restructuring the lease agreement.
The report says the orchestra's exit from chapter 11 was
previously expected by the end of the year, but now the goal is to
have it completed before the first anniversary of the filing, on
April 16.
About The Philadelphia Orchestra
The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.
Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.
The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.
Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.
PERKINS & MARIE: Emerges from Chapter 11 Bankruptcy
---------------------------------------------------
Perkins & Marie Callender's Inc. has successfully completed its
financial restructuring and emerged from Chapter 11 bankruptcy.
The United States Bankruptcy Court for the District of Delaware
approved the Company's plan of reorganization on Oct. 31, 2011.
As previously announced, private investment funds managed by
Wayzata Investment Partners LLC are the majority stockholders of
Perkins & Marie Callender's Holding LLC, which is now the parent
company of the Perkins & Marie Callender's group of companies.
Joseph F. Trungale, who served as chief executive officer of the
Company and as a member of the board of directors from 2005-2011,
will continue to serve as chief executive officer of the Company
and chairman of the new board of managers.
"Our financial restructuring has significantly improved the
Company's balance sheet, eliminating over $200 million in debt,
and optimized its operational structure. Perkins will emerge from
this process a leaner and stronger Company," said Mr. Trungale,
the chief executive officer of the Company. "We are now better
positioned than ever before to continue as a leading force in the
family-dining and casual-dining restaurant industry and to
continue to provide our customers with a first rate dining
experience."
In addition to Mr. Trungale, the board will include Patrick J.
Halloran, Wayzata's managing partner; Joseph M. Deignan, a Wayzata
partner; James K. Beltz, a member of the Wayzata investment team;
Michael T.P. Sweeney, a shareholder and partner at Goldner Hawn
Johnson & Morrison, Inc.; and Karlin A. Linhardt, an industry
marketing and business executive.
"I look forward to working closely with the Company's new board of
managers to develop a strategic plan that will allow the Company
to continue offering customers a high-quality family and casual
dining experience and to complete the operational turnaround that
began earlier this year," said Mr. Trungale. "I would also thank
our previous board and all of our vendors, suppliers, customers
and employees for enabling us to complete our restructuring
process on a timely basis and emerge as a stronger Company."
Perkins & Marie Callender's Inc. and eleven of its subsidiaries
and affiliates filed for Chapter 11 protection on June 13, 2011,
to improve the Company's balance sheet and operational
performance.
About Perkins & Marie Callender's
Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's. Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011. Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.
Judge Kevin Gross presides over the case. Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel. The Debtors' financial advisors are Whitby,
Santarlasci & Company. Their claims agent is Omni Management
Group, LLC. Deloitte Tax LLP serves as tax services provider.
DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases. Ropes & Gray LLP
represents the Committee.
PHILADELPHIA ORCHESTRA: Federal Gov't Can Take Over Pension Plans
-----------------------------------------------------------------
Mary Williams Walsh at The New York Times reports that the two
pension plans, one for musicians and the other for staff members,
cover about 200 people. NYTimes relates some musicians are likely
to have their pensions reduced after the takeover. Although the
government's Pension Benefit Guaranty Corporation insures defined-
benefit pensions, its insurance is limited. In the past symphony
orchestras competed for and retained top talent by promising
generous pensions, so musicians with many years in the
Philadelphia Orchestra probably have earned benefits above the
insurance limit.
NYTimes relates the orchestra had asked for the government's help
with its pensions, saying that it could not raise money if donors
thought their dollars might end up in a troubled pension fund.
PHILLIPS RENTAL: Plan Confirmation Hearing Set for Jan. 10
----------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee will convene a hearing on
Jan. 10, 2012, at 9:00 a.m., to consider confirmation of Phillips
Rental Properties, LLC's Third Modified Disclosure Statement and
Third Modified Plan of Reorganization.
Any objections to the confirmation of the Plan and ballots
accepting or rejecting the Plan are due Dec. 27.
The Court approved the Third Modified Disclosure Statement filed
by the Debtor on Oct. 18, 2011, as amended by agreed order entered
Nov. 18, 2011.
As reported in the Troubled Company Reporter on Nov. 3, 2011,
based upon the Debtor's best estimates of the future economy of
the property building, rental and sales industry, it is
anticipated that the Debtor will produce estimated monthly
revenues of approximately $110,000. According to the Debtor, the
Plan, if accepted, would result in full payment of all allowed
administrative, priority, and secured claims along with 100%
payments to the allowed claims of the unsecured Class of creditors
of their principal balance as it existed on the date of filing.
The Third Modified Plan lists these secured claims:
Reconciled Balance
------------------
Class III. Modified Secured Claims of
Bank of Tennessee $175,154
Class IV. Modified Secured Claims of
Carter Country Bank $208,157
Class V. Modified Secured Claims of
Citizens Bank $612,628
Class VI. Modified Secured Claims of
Eastman Credit Union $2,396,848
Class VII. Modified Secured Claims
of First Tennessee Bank $813,692
Class VIII. Modified Secured Claims of
Regions Bank $3,876,283
Class IX. Modified Secured Claims of
Tri-Summit Bank $1,050,741
CLASS X. Unmodified Secured Claim of
Regions Bank $201,226
Classes III, IV, V, VI, VII, VIII, and IX will be modified and
paid over time. The Debtor reserves the right to refinance any or
all of the secured debt within the first 24 months of the Plan.
The Plan lists Class VI, VIII and X as unimpaired.
Unsecured, undisputed non-priority claims in Class XII, owed
$50,635, will receive $867 per month for a period of 60 months.
This Class is impaired in that it will receive no post-
confirmation interest during the course of Debtor's Plan payments.
Insider Claims in Class XIII, if any, would receive no payment
until all other payments are paid in full according to the terms
of the Plan. The ratio of equity ownership in the Debtor will
remain with the present owners. This class is impaired.
A copy of the Third Modified Disclosure Statement is available for
free at http://bankrupt.com/misc/phillipsrental.dkt268.pdf
About Phillips Rental Properties
Piney Flats, Tennessee-based Phillips Rental Properties, LLC, is
primarily engaged in the business of real estate development for
resale and rental or leasing of properties. The Company filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010. Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel. According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities. No unsecured creditors committee has been
appointed in the case.
PONCE DE LEON: Can Employ Doris Barroso Vicens as Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.
The Court is satisfied that Doris Barroso Vicens is a
disinterested person and that the employment of said accountant is
in the best interest of the estate.
About Ponce De Leon
San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico. The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and
retail space. Each tower houses 87 residential units. The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available
for lease. The common areas of the project include a swimming
pool, a gym, gardens and a gazebo.
Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011. The Debtor estimated
both assets and debts of between $10 million and $50 million.
Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.
PREMIER TRAILER: Fifth Street Asks Court to Amend Nov. 10 Opinion
-----------------------------------------------------------------
Fifth Street Finance Corp., asks the U.S. Bankruptcy Court for the
District of Delaware to reconsider or amend its Nov. 10, 2011
opinion regarding confirmation of the prepackage joint plan of
reorganization of PTL Holdings LLC, et al.
Fifth Street says the Court's opinion does not mention the
following evidence and issues:
-- Fifth street presented documentary evidence proving that both
Premier management and Garrison believed that the Company
will have an equity value -- that is, value distributable to
Garrison and management after satisfying more than $80
million in outstanding debt -- of between $100 and $150
million within thirty months. This proves that both the
Debtors and Garrison believe the present value of the
business is far higher than the $110 million necessary to put
Fifth Street in the money -- and render the Plan
unconfirmable.
-- Fifth Street proved, in detail and at length, that the
management projections supporting the Plan irrationally
reflected negative returns on net capital investment.
-- The Excel model presented by Mr. Preston (which reflected the
negative return on planned capital) was manipulated to
produce the irrational results. The input models were
changed, reducing projected monthly rates for new and late-
model trailers throughout the projection period far below
what the Company had previously projected, to a point where
no rational investor would have purchase those trailers.
-- The multiple used by Mr. Torgove in his DCF analysis was
substantially decreased by Mr. Torgrove's use of a "25th
percentile" of his comp set, a choice that he defended based
on Premier's small size even though there is an inverse
relationship between size and multiples in his data set.
Fifth Street also put in evidence numerous admissions from
Debtors' management of their view that higher multiples
should be used in valuing the Company.
-- Mr. Torgove's valuation implies an ongoing enterprise value
that is lower than the Orderly Liquidation Value established
by either of the two recent appraisals by respected appraisal
firms (neither known for overstating values). This is
contrary to the uniform view of all involved that there is
significant value associated with the ongoing business of
Premier.
Fifth Street thus requests that the Court refrain from entering
any order regarding the confirmation of the Plan until it issues
an opinion addressing the arguments that have been presented
above.
As reported in the TCR on Nov. 15, 2011, Bankruptcy Judge Brendan
Linehan Shannon confirmed the prepackaged Joint Plan of
Reorganization of PTL Holdings, LLC and Premier Trailer Leasing,
Inc., in a Nov. 10, 2011 opinion available at http://is.gd/xnAWUc
from Leagle.com.
When they filed for bankruptcy, the Debtors had $110.5 million of
secured debt outstanding. Of that, roughly $84 million is first
lien debt held by Garrison Investment Group. The remaining
$27 million is second lien debt held by Fifth Street Finance Corp.
The Debtors also owe roughly $26 million to Stoughton, a trailer
manufacturing company, for capital leases on a number of trailers.
The Plan, which the Debtors filed along with their bankruptcy
petitions, proposes to restructure and significantly deleverage
the Debtors' capital structure. It would exchange Garrison's
first lien debt for 100% of the equity in the reorganized business
(subject to dilution from proposed equity and stock options to be
provided to management). It further provides that the Debtors
will have access to at least $20 million of new financing for
working capital purposes. This financing is the crux of the
Debtors' reorganization strategy, which is predicated on the high
per-unit lease rates for new trailers that the Debtors will use
the new money to purchase. The Plan also contemplates that the
Debtors will assume the Stoughton Leases.
The Plan does not, however, provide Fifth Street with a recovery.
The Plan's treatment of Fifth Street's second lien debt is based
on an estimate of the reorganized Debtors' total enterprise value
prepared by Andrew Torgove, a managing director at Lazard Middle
Market LLC. Mr. Torgove's first report, dated Aug. 12, 2011,
estimated a TEV range for the reorganized Debtors of between
$74 million and $99 million, with a midpoint of $86.5 million.
After errors were discovered in that report, Mr. Torgove issued a
"Valuation Report Supplement," dated Sept. 27, 2011, and increased
the TEV range to $76 million to $102 million, with a midpoint
value of $89 million.
Fifth Street is entitled to a recovery only if the Court finds
that the reorganized Debtors' TEV is greater than $110 million
(the $26 million Stoughton Lease claim plus the $84 million
Garrison first lien claim). If the Debtors' TEV surpasses that
hurdle, then Fifth Street is in the money and the Plan is
unconfirmable because it violates 11 U.S.C. Sec. 1129.
According to Judge Shannon, the Debtors have carried their burden
to demonstrate that the TEV of the Debtors' business is
insufficient to provide for a recovery to the second lien secured
creditor.
About Premier Trailer Leasing
Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry. Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.
PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011. Brendan Linehan
Shannon presides over the case. Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent. PTL
Holdings estimated $100 million to $500 million in assets and
debts. The petitions were signed by Scott J. Nelson, chief
executive officer.
Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP. Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.
On the Petition Date, the Debtors filed a Prepackaged Plan. The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity. The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement. Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.
A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.
PREMIER TRAILER: Judge Won't Reconsider Confirmation of Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Delaware bankruptcy judge
denied on Monday a motion asking him to reconsider the
confirmation of Premier Trailer Leasing Inc.'s bankruptcy exit
plan, under which low-ranking debt is wiped out.
About Premier Trailer Leasing
Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry. Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.
PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011. Brendan Linehan
Shannon presides over the case. Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent. PTL
Holdings estimated $100 million to $500 million in assets and
debts. The petitions were signed by Scott J. Nelson, chief
executive officer.
Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP. Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.
On the Petition Date, the Debtors filed a Prepackaged Plan. The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity. The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement. Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.
A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.
PURADYN FILTER: Extends Exercise Period of Warrants to 2016
-----------------------------------------------------------
Puradyn Filter Technologies Incorporated had a series of
outstanding common stock purchase warrants expiring on periods
from Dec. 31, 2011, through Nov. 20, 2013, which were exercisable
by the holders into an aggregate of 2,842,643 shares of the
Company's common stock at an exercise price of $1.25 per share.
The Company has offered the Warrant holders the opportunity to
enter into a Warrant Amendment Agreement extending the exercise
period and reducing the exercise price of the Warrants, subject to
the Warrant holder exercising a portion of the Warrants by certain
dates as hereinafter described. The terms of this Warrant
modification are:
* the term of the Warrants will be extended three years from
the original expiration date and will now expire on periods
from Oct. 1, 2014 through Nov. 20, 2016;
* the exercise price for the first 50% of the Warrants held by
each Warrant holder will be reset to $0.20 per share and
exercise price for the remaining 50% will be reset to $0.35
per share;
* participating Warrant holders will receive a 20% share bonus
on the 50% of the Warrants if exercised by certain dates; and
* the cashless exercise provision of the Warrants will be
eliminated.
Warrant holders must take these actions in order to be able to
participate in the Warrant modification:
-- on or before Dec. 31, 2011, the Warrant holder must exercise
and pay for 25% of the Warrants currently held by them. The
exercise price of this tranche of Warrants will be $0.20 per
share, and upon exercise of the Warrants in accordance with
the terms, the Company will issue the Warrant holder an
additional number of shares of the Company's common stock as
will equal 20% of the shares issued upon the exercise of
this tranche of the Warrants; and
* on or before March 31, 2012, the Warrant holder must
exercise and pay for the next 25% of the Warrants currently
held by them. The exercise price of this tranche of
Warrants will also be $0.20 per share, and upon exercise of
the Warrants in accordance with the terms, the Company will
issue the Warrant holder an additional number of shares of
the Company's common stock as will equal 20% of the shares
issued upon the exercise of this tranche of the Warrants.
If the second 25% of the Warrants are not exercised in
accordance with the modified terms on or before March 31,
2012, the exercise price of that tranche will automatically
be increased to $0.35 per share and Warrant holders will not
be entitled to receive the additional shares of the
Company's common stock.
Each Warrant holder is required to enter into a Warrant Amendment
Agreement with the Company in order to be eligible for the Warrant
modification. To date, the holders of Warrants to purchase an
aggregate of 75,000 shares of the Company's common stock have
entered into Warrant Amendment Agreements with the Company.
About Puradyn Filter
Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the puraDYN(R) Oil Filtration System.
Puradyn Filter reported a net loss of $1.57 million on
$3.10 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $2.07 million on $1.91 million of net
sales during the prior year.
The Company also reported a net loss of $1.27 million on
$1.93 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $837,312 on $2.54 million of net
sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$1.38 million in total assets, $9 million in total liabilities
and, a $7.61 million total stockholders' deficit.
As reported in the TCR on April 13, 2011, Webb and Company, P.A.,
in Boynton Beach, Fla., expressed substantial doubt about
PuraDdn Filter Technologies' ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder.
PURE BEAUTY: Files Schedules of Assets and Liabilities
------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., and its affiliated company,
BeautyFirst Franchise Corp., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property
B. Personal Property $1,716,985
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $36,444,017
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $317,069
----------- -----------
TOTAL $1,716,985 $36,761,086
About Pure Beauty
Pure Beauty Salons & Boutiques, Inc., has 436 mall-based locations
operating beauty salons and retailing hair-care products.
Franchisees are operating additional 22 BeautyFirst and 7 Trade
Secret stores. Trade names include Trade Secret, Beauty Express,
BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330
people are employed.
Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code. The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.
Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case. Judge
Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel. The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions. The Debtor estimated assets and debts both
at $10 million to $50 million. The Debtors owe $15 million to
vendors and landlords. The petition was signed by Brian Luborsky,
chief executive officer.
Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.
PURE BEAUTY: Committee Taps Pachulski Stang as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of Pure Beauty Salons & Boutiques, Inc., et al., asks the
U.S. Bankruptcy Court for the District of Delaware for authority
to retain Pachulski Stang Ziehl & Jones LLP as counsel, nunc pro
tunc to Oct. 18, 2011.
As Committee's counsel, the firm will, among other things:
a) assisting, advising and representing the Committee
in its consultations with the Debtors regarding the
administration of these Cases;
b) assisting, advising and representing the Committee
with respect to the Debtors' retention of professionals
and advisors with respect to the Debtors' businesses
and these Cases;
c) assisting, advising and representing the Committee
in analyzing the Debtors' assets and liabilities,
investigating the extent and validity of liens and
participating in and reviewing any proposed asset
sales, any asset dispositions, financing arrangements
and cash collateral stipulations or proceedings;
d) assisting, advising and representing the Committee
in any manner relevant to reviewing and determining
the Debtors' rights and obligations under leases and
other executory contracts; and
e) assisting, advising and representing the Committee in
investigating the acts, conduct, assets, liabilities
and financial condition of the Debtors, the Debtors'
operations and the desirability of the continuance of
any portion of those operations, and any other matters
relevant to this case or to the formulation of a plan.
The current hourly rates charged by PSZJ for professional and
paralegals employed by the Firm are:
Designations Hourly Rates
------------ ------------
Partners $550 - $950
Of Counsel $475 - $725
Associates $345 - $495
Paralegals $175 - $255
The professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:
Bruce Grohsgal $705 per hour
Bradford J. Sandier $675 per hour
Shirley S. Cho $650 per hour
Teddy M. Kapur $475 per hour
Patricia Cuniff $245 per hour
Bradford J. Sandler, a partner of Pachulski Stang, maintains that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
About Pure Beauty
Pure Beauty Salons & Boutiques, Inc., has 436 mall-based locations
operating beauty salons and retailing hair-care products.
Franchisees are operating additional 22 BeautyFirst and 7 Trade
Secret stores. Trade names include Trade Secret, Beauty Express,
BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330
people are employed.
Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code. The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.
Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case. Judge
Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel. The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions. The Debtor estimated assets and debts both
at $10 million to $50 million. The Debtors owe $15 million to
vendors and landlords. The petition was signed by Brian Luborsky,
chief executive officer.
Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.
PURE BEAUTY: Committee Retains LM+Co as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of Pure Beauty Salons & Boutiques, Inc., et al., asks the
U.S. Bankruptcy Court for the District of Delaware for authority
to retain LM+Co as financial advisor.
As Committee's financial advisor, LM+Co will, among other things:
i) assist and advise the Committee in the analysis of
the current financial position of the Debtors;
ii) assist and advise the Committee in its analysis of
the Debtors' business plans, cash flow projections,
restructuring programs, selling, general and
administrative structure, and other reports and
analyses prepared by the Debtors or their
professionals, in order to assist the Committee in
its assessment of the business viability of the
Debtors, the reasonableness of projections and
underlying assumptions, the impact of market
conditions on forecast results of the Debtors; and
the viability of any restructuring strategy pursued
by the Debtors or other parties in interest;
iii) assist and advise the Committee in its analysis of
proposed transactions for which the Debtors seek
Court approval including, but not limited to,
evaluation of competing bids in connection with
the divestiture of corporate assets, DIP financing
or use of cash collateral, assumption/rejection of
leases and other executory contracts, management
compensation and/or retention and severance plans;
iv) assist and advise the Committee in its analysis of
the Debtors' internally prepared financial statements
and related documentation in order to evaluate
performance of the Debtors as compared to its
projected results;
v) attend and advise at meetings/calls with the Committee,
its counsel and representatives of the Debtors and
other parties.
LM+Co will be paid based on the standard hourly rates of its
professionals:
Designations Hourly Rates
------------ ------------
Principal/Managing Director $695 to $795
Director $550 to $650
Vice President $475
Senior Associate $425
Associate $375
Analyst $300
Paraprofessional $150
LM+Co will continue to charge the Committee for all other services
provided and for other charges and disbursements incurred in
rendering services to the Committee.
The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
About Pure Beauty
Pure Beauty Salons & Boutiques, Inc., has 436 mall-based locations
operating beauty salons and retailing hair-care products.
Franchisees are operating additional 22 BeautyFirst and 7 Trade
Secret stores. Trade names include Trade Secret, Beauty Express,
BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330
people are employed.
Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code. The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.
Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case. Judge
Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel. The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions. The Debtor estimated assets and debts both
at $10 million to $50 million. The Debtors owe $15 million to
vendors and landlords. The petition was signed by Brian Luborsky,
chief executive officer.
Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.
QUALTEQ INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Qualteq Inc. and its debtor-affiliates have filed their schedules
of assets and liabilities.
Avadamma LLC disclosed:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $38,048,750
B. Personal Property $443,017
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $36,033,452
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $157,491
----------- -----------
TOTAL $38,491,767 $36,190,943
In its amended schedules, the Debtor disclosed real property of
$46,315,000 resulting to total assets of $46,758,018.
Debtor-affiliates also filed their respective schedules
disclosing:
Name of Company Assets Liabilities
--------------- ------ -----------
1. Automated Presort, Inc. $3,878,277 $9,928,140
*amended schedules reflected total liabilities of $9,928,606
2. Anar Real Estate, LLC $54,722 $0
3. 5200 Thatsher, LLC $3,939,456 $2,612,366
4. 1400 Centre Circle, LLC $3,373,175 $2,429,019
5. 5300 Katrine, LLC $4,293,905 $3,008,659
6. Fulfillment Xcellence, Inc. $7,229,662 $11,681,622
* amended schedules reflected total liabilities of
$10,746,459
7. Creative Automation Company $10,769,692 $8,734,475
* amended schedules reflected total liabilities of $8,115,685
8. Creative Investments $5,388,219 $4,208,974
9. Unique Mailing Services, Inc. $3,244,013 $2,751,092
10. Unique Embossing Services, Inc. $295,309 $2,341,559
11. Unique Data Services, Inc. $1,970,132 $972,440
12. Global Card Services, Inc. $4,941,196 $5,513,825
13. Qualteq, Inc. $20,819,227 $8,911,660
14. Veluchamy LLC $5,224,938 $4,869,893
15. Versatile Card Technology, Inc. $17,932,669 $23,442,191
* amended schedules reflected total liabilities of
$20,029,913
16. Vmark, Inc. $45,793 $11,068,809
17. University Subscription Service, Inc. $43,007 $560,340
* amended schedules reflected total liabilities of $561,591
Full-text copies of the amended schedules are available for free
at:
http://bankrupt.com/misc/QUALTEQINC_automatedpresort_sal.pdf
http://bankrupt.com/misc/QUALTEQINC_fulfillmentxcellence-sal.pdf
http://bankrupt.com/misc/QUALTEQINC_creativeautomation-sal.pdf
http://bankrupt.com/misc/QUALTEQINC_creativeautomation-sal.pdf
http://bankrupt.com/misc/QUALTEQINC_universitysubscription-sal.pdf
http://bankrupt.com/misc/QUALTEQINC_versatilecard-sal.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.
RADIAN GROUP: Must Show Path to Improvement Satisfy States
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Radian Group Inc.
Chief Financial Officer Bob Quint said state regulators will need
to be convinced the company is on a path toward improvement before
they grant waivers that would allow it to keep selling coverage if
it misses a capital target.
Radian Group Inc. is a U.S.-based holding company that owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Radian Mortgage Assurance, and financial guaranty
insurance company Radian Asset. The group also has investments in
other financial services entities. As of September 30, 2011,
Radian Group had $7.25 billion in total assets and $1.29 billion
in shareholder's equity.
Moody's commented that the downgrade of Radian Group's senior debt
rating reflects Radian's constrained holding company liquidity and
the potential for additional contribution of holding company
resources to support its mortgage insurance business.
* * *
As reported in the Troubled Company Reporter on Nov. 25, 2011,
Moody's Investors Service has downgraded Radian Group's senior
debt rating to 'Caa1', from 'B3', and placed it on review for
possible further downgrade.
R.E. LOANS: Hires Alixpartners LLP as Noticing Agent
----------------------------------------------------
R.E. Loans LLC, R.E. Loans, R.E. Future and Capital Salvage ask
permission from the U.S. Bankruptcy Court for the District of
Texas to employ Alixpartners, LLP as noticing agent.
Upon retention, the firm will, among other things:
-- assist with developing the complete notice database system
to inform all potential creditors as to the filing of the
case and the bar date notice
-- process and mail all notices including the initial
bankruptcy notices and bar date notices and
-- receive and process all proofs of claim and maintain the
claims register.
Barry J. Folse, senior member of Alixpartners, LLP, attests that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm's hourly rates are:
Personnel Rates
--------- -----
Clerical $32-$48
Project Specialist $60-$100
Case Manager $104-$148
IT Program Consultant $112-$152
Consultant $152-$180
Senior Consultant $200-$236
Alixpartners is also seeking court approval for a retainer of
$10,000 from Debtors.
About R.E. Loans
R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property. R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers. R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future. B-4 Partners LLC is
the sole member of R.E. Loans. As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.
Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011. Judge
Barbara J. Houser presides over the case. Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel. James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer. The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel. R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.
William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.
R.E. LOANS: U.S. Trustee Adds Dixon Collins to Noteholders' Panel
-----------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), removed Deborah Kurtin from the
the list of Official Committee of Noteholders and added Dixon
Collins to serve in the Official Committee of Noteholders of R.E.
Loans LLC.
The new Noteholders Committee members are:
1. Pearl L. Tom
Tom Enterprise GP
3744 Grove Avenue
Palo Alto, CA 94303
Tel: (650) 494-3871
Fax: (650) 494-3871
E-mail: pearltom17@hotmail.com
2. Sherratt Reicher
3200 Danvielle Blvd., Ste. 200
Alamo, CA 94507
Tel: (925) 314-0914
E-mail: sreicher@hudsonco.com
3. Linda Reilly
Patrick and Linda Reilly, Trustees
30503 Palomares Road
Castro Valeey, CA 94552
E-mail: linda.reilly@sbcglobal.net
4. Barbara Hamrick
749 Superior Avenue
San Leandro, CA 94577
Tel: (510) 914-0650
Fax: (510) 562-5551
E-mail: hamrick.barbara@yahoo.com
5. Gene Rap
North American Financial Corp.
23950 Mission Blvd.
Tel: (510) 504-9085
Fax: (510) 582-4921
E-mail: generapp@aol.com
6. Lisa Khan
2695 Lakeview Drive
San Leandro, CA 94577
Tel: (510) 357-5836
Fax: (510) 357-5836
E-mail: lisaandwaltkran@sbcglobal.net
7. Steve Fong
1030 Shoreline Drive
San Mateo, CA 94404
Tel: (650) 888-8480
E-mail: steve.fong@fong.com
8. Edwin Blue
Edwin and Gertrude M. Blue, Trustee
87 Flood Circle
Atherton, CA 94027-2108
Tel: (650) 323-7309
Fax: (650) 325-9871
9. Allan Cone
Pensco Trust FBO
P.O. Box 2370
Mendocino, CA 95460
Tel: (707) 953-0257
Fax: (707) 829-2411
10. Dixon Collins
Collins Development Co.
259 Leaf Court
Angels Camp, CA 95222
Tel: 209-736-2236
Fax: 209-736-2231
E-mail: calldixon@comcast.net
11. Eliott Abrams
Law Offices of Eliott Abrams
2033 North Main Street, Ste 750
Walnut Creek, CA 94596-3374
Tel: (925) 947-1333
Fax: (925) 210-1224
E-mail: elliot@aebramslaw.com
eabrams@pacbell.net
12. Ron Nahans, Ex Offico
Ronald and Mary Trust
3697 Mt. Diablo Blvd., Suite 250
Lafayette, CA 94549
Tel: (925) 254-8800
Fax: (925) 254-8860
E-mail: rnahas@rafnah.com
About R.E. Loans
R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property. R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers. R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future. B-4 Partners LLC is
the sole member of R.E. Loans. As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.
Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011. Judge
Barbara J. Houser presides over the case. Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel. James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer. The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel. R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.
William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.
REITTER CORP: Wants Until Dec. 16 to File Amended Plan Outline
--------------------------------------------------------------
Reitter Corporation asks the U.S. Bankruptcy Court for the
District of Puerto Rico to extend until Dec. 16, 2011, its time to
file its Amended Disclosure Statement and to file stipulations or
oppositions to the proofs of claims filed by Treasury and IRS.
The Debtor related that it has entered into a new contract with
LBA Medical Services, Inc., which will increase its revenues and
allow Debtor to have a feasible plan. The Debtor has submitted
this information to CPA Luis Carrasquillo in order to include
these additional revenues in the projections. As such, the Debtor
needs an additional time to file its amended disclosure statement,
including the feasibility report.
About Reitter Corporation
San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010. In its schedules, the Debtor disclosed
$20,440,765 in total assets and $17,250,033 in total debts.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.
RIO RANCHO: Wins Court Approval to Hire Thomas E. Kent as Counsel
-----------------------------------------------------------------
Rio Rancho Super Mall, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ the Law Offices of Thomas E. Kent as its new bankruptcy
counsel effective as of the date of the Debtor's substitution of
attorney on Sept. 1, 2011.
As counsel, the firm will:
(a) advise the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
requirements of the United States Trustee as they pertain
to the Debtor;
(b) advise the Debtor with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims
and interests of creditors;
(c) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless the Debtor is
represented in that proceeding or hearing by other special
counsel;
(d) examine witnesses, claimants or adverse parties and
represent the Debtor in any adversary proceeding, except to
the extent that any adversary proceeding is in an area
outside of the Law Offices of Thomas E. Kent expertise or
which is beyond the Law Offices of Thomas E. Kent's
staffing capabilities;
(e) prepare and assist the Debtor in the preparation of
reports, applications, pleadings and orders including, but
not limited to, applications to employ professionals,
interim statements and operating reports, initial filing
requirements, schedules and statement of financial affairs,
lease pleadings, financing pleadings and pleadings with
respect to the Debtor's use, sale or lease of property
outside the ordinary course of business;
(f) assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization
and the preparation and approval of a disclosure statement
in respect to the plan; and
(g) perform any other services which may be appropriate in the
Law Offices of Thomas E. Kent's representation of the
Debtor's bankruptcy case.
The firm's current hourly rates are:
Thomas E. Kent, Attorney $450
Associates $200
Melissa Wilner, paralegal $80
Dawn Gross, paralegal $80
The Debtor agrees to reimburse the firm for any and all expenses
it incurred in connection with the bankruptcy case.
Thomas E. Kent, Esq., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall. It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011. Thomas E. Kent, Esq.,
at the Law Offices of Thomas E. Kent, in Burbank, Calif.,serves as
the Debtor's bankruptcy counsel. The Debtor disclosed $7,691,584
in assets and $12,253,866 in debts as of the Chapter 11 filing.
ROSSCO HOLDINGS: Court Approves Hahn Fife as Accountants
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Rossco Holdings Inc. to employ Hahn Fife & Company,
LLP, as its accountants.
The firm will provide accounting services to the bankruptcy estate
that includes assistance with the preparation and submittal of the
U.S. Trustee Operating Reports, tax analysis, if necessary,
preparation of forecasted financial statements in connection with
the Debtor's' pending Chapter 11 plan and any other reasonable
duties assigned by the Debtor.
The firm's rates are:
Personnel Rates
--------- -----
Partner $360/hour
Staff $80/hour
About Rossco Holdings
College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-60953) on
Aug. 2, 2010. The new California Case No. of Rossco Holdings is
LA10-55951BB. David J Richardson, Esq., and Laura L Buchanan,
Esq., at The Creditors' Law Group, represent the Debtor. The
Debtor disclosed $28,415,681 in assets and $10,567,302 in
liabilities as of the Petition Date.
Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.
The Creditors' Law Group serves as the Debtor's general bankruptcy
counsel. The firm can be reached at:
THE CREDITORS' LAW GROUP, APC
David J. Richardson, Esq.
Laura L. Buchanan, Esq.
2301 Hyperion Avenue, Suite A
Los Angeles, CA 90027
Tel: (323) 686-5400
Fax: (323) 686-5403
E-mails: djr@thecreditorslawgroup.com
llb@thecreditorslawgroup.com
Hahn Fife & Company LLP, the Debtor's accountants, may be reached
at:
HAHN FIFE & COMPANY LLP
22342 Avenida Empresa, Suite 260
Rancho Santa Margarita, CA 92688
Tel: (949) 888-1010
Fax: (949) 766-9896
E-mail: dhahn@hahnfife.com
RPM FINANCIAL: NRC Completes Sale of 16 Convenience Stores
----------------------------------------------------------
Convenience Store Decisions reports that NRC Realty & Capital
Advisors LLC has completed the disposition of 16 operating and
recently closed convenience stores with gas in Alabama, Florida
and Georgia, that were owned and operated by RPM Financial LLC and
an affiliated company, USA Travel, at the request of the U.S.
Bankruptcy Court for the Middle District of Alabama.
According to the report, the properties were sold by RPM in a
sealed bid process first announced on July 28, 2011.
The report says the 16 sites were sold to eight different buyers,
at prices ranging from $50,000 to $670,000 per site. This was a
Chapter 11 bankruptcy proceeding, and the stores were sold in a
363 bankruptcy process free and clear of all liens. All were fee
properties and were sold without supply or branding agreements.
The report relates that all but three of the stores were in
Alabama, with five of the operating stores in the Montgomery
market and another eight closed stores there and in smaller towns
around the state. There were also two closed stores in resort
markets in Gulf Breeze and Pensacola, Florida, and one operating
store in Cuthbert, Georgia.
The report notes the sale was conducted using NRC's well-known
"buy one, some or all" sealed bid sale process. The bid deadline
expired on Sept. 15, 2011. All sales were subject to court
approval.
Based in Highland Home, Alabama, RPM Financial LLC filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Lead Case
No.11-30545) on March 2, 2011. Judge William R. Sawyer presides
over the case. George W. Thomas, Esq., at Kaufman, Gilpin,
McKenzie, P.C., represents the Debtors. The Debtors estimated
assets of less than $50,000, and debts of between $100,000 and
$500,000.
RR DONNELLEY: S&P Revises Outlook on Rating to Negative
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chicago-
based printer R.R. Donnelley & Sons Co. (RRD) to negative from
stable.
"The outlook revision reflects our expectation of weak economic
conditions, negative trends in print media, and the risk of
intensifying pricing pressure," S&P said.
"Although leverage is currently high for the rating, our 'BB+'
long-term corporate credit rating on RRD reflects the company's
cash flow generation and the potential that the company could
reduce leverage to the mid-3x area. We regard the business risk
profile as satisfactory, based on RRD's market position and
efficiencies associated with its critical mass. However, the
company faces declines in several of its products and pricing
pressure because of industry overcapacity. We believe these trends
will likely cause RRD's organic revenue to grow at rates below the
GDP growth rate, which could result in near-term revenue
declines," S&P said.
The printing industry has gradually lost ground to electronic
distribution of content as well as online advertising. RRD is the
largest participant in the industry, with broad-based services
addressing a variety of end markets. The company's size confers
important efficiencies, the capacity to provide one-stop service
to clients, the ability to invest in leading technology, and
the ability to cope with pricing pressure more successfully than
many of its competitors. Nevertheless, several of its important
end markets are subject to long-term adverse fundamentals, notably
the magazine, directory, and book businesses.
"We believe revenue will grow in the low- to mid-single-digits in
the fourth quarter, principally through contributions from
acquisitions. In 2012, we believe revenue could remain relatively
flat or decline at a low-single-digit rate. However, intensifying
secular pressure on print media and/or a recession could cause
revenue to decline at a faster rate than our base-case scenario.
Leverage is currently high because the company recently deployed
debt to make a sizable acquisition (Bowne & Co. Inc.) and to
repurchase shares," S&P said.
In November, management announced that it is freezing its pension
plan. Furthermore, restructuring charges were relatively high in
the 12 months ended Sept. 30, 2011, because of the acquisition of
Bowne.
"Our rating outlook on RRD is negative, reflecting the potential
for a recession and the risk that secular pressure and pricing
pressure could intensify. We could lower the rating if we conclude
that secular risks facing the company have increased and could
cause organic revenue to decline consistently or cause the
company's EBITDA margin to decline below 10%. Alternatively, if it
becomes apparent that the company's leverage will remain in the
high-3x area or greater, we could also consider lowering the
rating. This could occur if revenue declines at a mid-single-digit
percentage pace and its EBITDA margin declines or if the company
pursues debt-financed acquisitions or undertakes further debt-
financed share repurchases which maintain its elevated leverage.
We could revise the outlook back to stable if leverage begins
falling toward the mid-3x area and we become convinced that
operating performance has stabilized," S&P said.
RUDEN MCCLOSKY: Committee Wants to Hire Soneet Kapila as Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ruden McClosky,
P.A., asks permission from the U.S. Bankruptcy Court for the
Southern District of Florida to retain Soneet Kapila, CPA, and the
firm of Kapila & Company as its financial advisor nunc pro tunc to
Nov. 14, 2011. The Committee selected Soneet Kapila and the Firm
because Mr. Kapila is a panel Trustee and he and the Firm's
accountants have considerable expertise in the fields of
bankruptcy, insolvency, reorganizations, liquidations and debtors'
and creditors' rights.
As financial advisor, the firm will:
(a) assist and advise the Committee and its professionals in
analyzing the Debtor's assets and liabilities and in
reviewing any proposed asset sales or dispositions;
(b) research and consult with the Committee regarding financial
accounting and reporting matters;
(c) provide general consulting as required pertaining to claim
administration;
(d) provide general consulting as required pertaining to third
party claims; and
(e) perform all other necessary financial advisory services
that may be necessary in the bankruptcy case.
The current hourly rates for the firm's accountants range between
$110 and $490.
The firm will apply to the Court for allowance of compensation and
reimbursement of expenses.
Soneet Kapila, CPA, assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors, and may be reached at:
Joseph J. Luzinski
DEVELOPMENT SPECIALISTS, INC.
Southeast Financial Center
200 South Biscayne Boulevard Suite 1818
Miami, FL 33131-2329
Tel: 305-374-2717
E-mail: jluzinski@dsi.biz
The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer. Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
RUDEN MCCLOSKY: To Hire Steven J. Gutter as Litigation Counsel
--------------------------------------------------------------
Ruden McClosky P.A. asks permission from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Steven J. Gutter,
P.A., as its special litigation counsel in connection with
collection of accounts receivable, and authorization to settle
accounts receivable claims in the ordinary course of business.
The firm will charge for its services on a 30% contingency fee
basis, with costs to be advanced by the Debtor, including for any
filing fee required to file lawsuits, if lawsuits are to be filed.
The rate will increase to 45% if proceedings supplementary are
necessary to collect the debt. The contingent fees will be paid,
if at all, from funds collected by the Gutter Firm. Because it
will be paid on a contingency fee basis the Gutter Firm will not
maintain detailed, contemporaneous records of time but will
maintain records of any actual and necessary expenses incurred in
connection with the rendering of legal services.
Steven J. Gutter, Esq., at Steven J. Gutter, P.A., in Boca Raton,
Florida, assures the Court that neither he or any professional
employed by the Gutter Firm holds or represents any interest
adverse to the Debtor or its estate with respect to the matters
for which the Gutter Firm is being retained.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors, and may be reached at:
Joseph J. Luzinski
DEVELOPMENT SPECIALISTS, INC.
Southeast Financial Center
200 South Biscayne Boulevard Suite 1818
Miami, FL 33131-2329
Tel: 305-374-2717
E-mail: jluzinski@dsi.biz
The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer. Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
SAGAMORE PARTNERS: Court Approves Requisition/Remittance Operation
------------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida clarified and modified the interim
order to enable Sagamore Partners, Ltd., and JPMCC 2006-LDP7 Miami
Beach Lodging, LLC through LNR Partners, LLC, the sole manager of
the secured lender and the special servicer for the loan, to
return to the prepetition arrangement regarding the:
i) collection of the Debtor's revenue;
ii) the requisition, approval and remittance process; and
iii) the Debtor's disbursement process; and the authority to
maintain the pre-petition lockbox account as the DIP Lockbox
Account.
Specifically, the Interim Order is clarified to provide that:
a) The prepetition lockbox account at Sabadell, ending in 2564,
will be renamed as a DIP lockbox account, and will return to its
role as the lockbox account which will collect the Debtor's
revenue and will be swept by LNR on a daily basis. As of Nov. 2,
2011, the account contained $135,414, which consists of the
Debtor's postpetition revenue that was not forwarded to the DIP
Operating Account.
b) The DIP Operating Account at Sabadell, ending in 1491, will
be the account into which approved requisitions are remitted by
LNR, and from which payments and disbursements are made to the
Debtor's vendors, including adequate protection payments to LNR
under the Interim Order. As of Nov. 2, 2011, the account
contained $571,577, which consists of postpetition hotel revenue,
and reflects the previously approved disbursements of $177,289 and
$70,522, which have already been paid pursuant to approved
requisitions.
c) As of Nov. 2, 2011, the postpetition tax account, ending in
7115, contained $0, and this account will remain in effect.
d) The DIP Lockbox Account will retain the $135,414 currently
in the account, and the Debtor will transfer from the DIP
Operating Account, to the DIP Lockbox Account, $571,577, less
certain amounts described below, or an adjusted amount agreed to
by the parties on the date of transfer after entry of an order on
the motion, to account for additional post-petition revenue. The
amount of $162,074, reflecting the Nov. 1, 2011, requisition which
has been approved by LNR, and $90,000, to cover any outstanding
checks that may have not yet been deposited from previously
approved disbursements, will not be transferred from the DIP
Operating Account to the DIP Lockbox Account. This must result in
a transfer of approximately $319,502 to the DIP Lockbox Account,
not including additional postpetition income which will be
accruing in the account until the date of transfer. Once all of
the previously approved disbursements have been made, and on the
date of transfer, the Debtor will provide an additional true-up
accounting to LNR to address any remaining funds in the DIP
Operating Account.
e) In order to accomplish this, and for convenience and
efficiency purposes, the Debtor and LNR agree to operate under the
Account and Control Agreement between the Debtor, Arbor Realty
Funding, LLC, a predecessor lender, and Mellon United National
Bank (n/k/a Sabadell), dated March 31, 2004, which would simply
return the parties to the prepetition process and mechanism, and
will facilitate the arrangement.
The Court also ordered that Debtor and LNR will continue to
operate under the requisition and remittance process.
About Sagamore Partners
Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design. The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach. Sagamore Partners is owned by Martin Taplin.
Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011. Judge A. Jay Cristol
presides over the case. Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., serves as the Debtor's counsel. The Debtor
disclosed $71,099,556 in assets and $52,132,849 in liabilities as
of the Chapter 11 filing. The petition was signed by Martin W.
Taplin, Pres of Miami Beach Vacation Resorts, Inc., manager of
Sagamore GP, LLC, general partner.
SHENGDATECH INC: Wants More Time to Recover and Safeguard Assets
----------------------------------------------------------------
Shengdatech, Inc., asks the U.S. Bankruptcy Court for the District
of Nevada to extend its exclusive periods to file and solicit
acceptances for the proposed Chapter 11 Plan until March 19, 2012,
and June 14, respectively.
The Debtor relates that its needs more time to investigate
fraudulent actions of its prior management and to locate and
secure its assets and the assets of its subsidiaries. The Debtor
has worked with the Official Committee of Unsecured Creditors to
develop a strategy to recover and safeguard its assets. The
strategy needs to play out over the coming months in order for the
Debtor to be in a position to propose a plan of reorganization.
The Debtor set a Dec. 14, 2011, hearing at 10:00 a.m., on the
requested exclusivity extensions.
About ShengdaTech
Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology. NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products. In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.
ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.
The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.
The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.
The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP. On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.
Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.
As reported in the TCR on Sept. 7, 2011, the United States
Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in
its role as indenture trustee for bondholders), and Zazove
Associates, LLC, to serve on the Official Committee of Unsecured
Creditors of ShengdaTech, Inc.
Hogan Lovells US serves as counsel for ShengdaTec's official
committee of unsecured creditors.
SINCLAIR TELEVISION: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Hunt Valley, Md.?based TV broadcaster Sinclair
Broadcast Group Inc. The rating outlook is stable.
"In addition, we assigned ratings to the proposed incremental term
loans and to the amended revolving credit facility of Sinclair's
guaranteed operating subsidiary, Sinclair Television Group Inc.
(STG). The incremental term loans, which consist of a $250 million
incremental tranche A term loan maturing March 2016 and a $280
million incremental tranche B term loan maturing October 2016,
are rated 'BB+' (two notches higher than the 'BB-' corporate
credit rating on the parent). The recovery rating on this debt is
'1', indicating our expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default. The
company plans to use the term loan proceeds to finance the
previously announced acquisitions of Four Points Media Group
Holdings LLC and the TV stations of Freedom Communications. We
also assigned an issue-level rating of 'BB+' with a recovery
rating of '1' to the proposed amended $100 million revolving
credit facility maturing March 2016," S&P related.
"At the same time, we revised our recovery rating on STG's second-
lien notes to '4', indicating our expectation of average (30%-50%)
recovery for noteholders in the event of a payment default, from
'3'. As per our notching criteria for a '4' recovery rating, the
issue-level rating remains unchanged at 'BB-' (the same level as
the 'BB-' corporate credit rating)," S&P said.
"Our rating and stable outlook on Sinclair reflect our expectation
that, pro forma for the pending acquisitions, the company will be
able to keep its lease-adjusted debt-to-EBITDA ratio below 5.5x
throughout the election cycle, absent a reversal of economic
growth, further large debt-financed acquisitions, or significant
shareholder-favoring measures. Lease-adjusted debt to EBITDA
declined to 4.1x as of Sept. 30, 2011, from 4.8x a year ago. We
estimate that the incremental debt and EBITDA from the proposed
acquisitions will add about 0.5x to Sinclair's lease-adjusted
leverage. Under our base case scenario, we expect a low-single-
digit percentage revenue decline in 2011 and high-single-digit
revenue growth in 2012. Factoring in these expectations with
the EBITDA of the acquired stations, we believe the company will
be able to keep its lease-adjusted debt to average trailing-eight-
quarter EBITDA below our threshold level of 5.5x for the 'BB-'
rating, even if the company increases shareholder dividends
somewhat and makes some small acquisitions," S&P said.
Sinclair is one of the largest non-network-owned TV broadcasters
in the U.S., with 58 stations reaching about 22% of the country's
households. The Four Points and Freedom TV station acquisitions
will increase its portfolio to 73 stations reaching 26% of U.S. TV
households and bring more balance to its network affiliation mix
by adding more CBS and ABC affiliates. The company's size confers
some efficiencies with respect to marketing, programming,
overhead, and capital expenditures. However, Sinclair's stations
have generally had lower audience rankings in their markets, which
can result in lower ad rates. As a TV broadcaster, its advertising
revenue is highly sensitive to economic downturns and election
cycles, and its business is also subject to long-term secular
trends of audience fragmentation and the increasing popularity of
Internet-based entertainment. Separately, Sinclair holds
investments in a number of underperforming real estate and other
non-TV assets, which we view as lying on the fringe of strategic
necessity," S&P said.
SOLYNDRA LLC: Creditors Have Until Jan. 23 to File Proofs of Claim
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has established Jan. 23, 2012, at 4:00 p.m.,
prevailing Eastern Time, as the deadline to file proofs of claim
against Solyndra LLC, et al.
Governmental units have until 4:00 p.m. on March 5, 2012, to file
proofs of claim.
Proofs of claim must be filed with the claims agent Alix Partners,
LLP, or with:
The Clerk of Bankruptcy Court for the District of Delaware
824 Market Street
3rd Floor
Wilmington, DE 19801
About Solyndra LLC
Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had 968 full time employees
and 211 temporary employees. Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.
Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.
Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.
In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.
Judge Mary F. Walrath presides over the Debtors' cases. The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser. AlixPartners LLP serves as noticing claims and
balloting agent. Imperial Capital LLC serves as the company's
investment banker and financial adviser. The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation. BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC. The Committee has tapped
Blank Rome LLP as counsel.
Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.
STONEMOR PARTNERS: S&P Puts 'B' Corp. Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Levittown, Pa.-based StoneMor Partners L.P. on
CreditWatch, with negative implications.
"At the same time, we lowered our senior unsecured issue-level
rating to 'CCC+' (two notches below the corporate credit rating)
from 'B-', and placed the new rating on CreditWatch with negative
implications. In addition, we revised our recovery rating on the
debt to '6' from '5'. The '6' recovery rating indicates our
current expectation for negligible (0% to 10%) recovery of
principal in the event of payment default, compared with our
previous expectation of modest (10% to 30%) recovery," S&P said.
"We do not rate StoneMor's secured credit facility," S&P related.
"Our low speculative-grade ratings on StoneMor reflect the
company's weak business risk profile due to its concentration in
the highly fragmented and competitive cemetery services industry
with limited (although somewhat predictable) growth prospects
offset by rising cremation rates," said Standard & Poor's credit
analyst Tahira Wright.
"The company's highly leveraged financial risk profile takes into
account its master limited partnership (MLP) structure. As an MLP,
StoneMor is expected to distribute a high percent of earnings to
unitholders. StoneMor routinely relies on debt and new equity
issuance to finance its acquisition strategy and distributions to
its unitholders. The tax-advantaged MLP structure favors
distributions rather than debt repayment. Consistently negative
discretionary cash flow and minimal headroom in the company's
fixed-charge coverage loan covenant contribute to our view that
the company's liquidity is weak," S&P said.
"StoneMor's highly leveraged financial risk profile reflects debt
to EBITDA under GAAP over 8x as of Sept. 30, 2011. We expect the
trend of funding acquisitions with debt and moderating leverage
through equity infusions to persist. Debt to EBITDA under
production-based accounting was 2.79x as of Sept. 30, 2011. The
company manages and their banks measure on a production base,
rather than GAAP, and reports selected financial results using
both accounting methods," S&P said.
"The CreditWatch listing indicates we expect to lower the ratings
unless we conclude the trend of free operating cash flow over the
longer term largely eliminates StoneMor's use of debt to partially
fund unitholder distributions. We will assess the company's
ability to internally generate more cash flow relative to its cash
outlays. Additionally, its slim cushion on its fixed-charge
covenant, if not alleviated, could also contribute to a
downgrade," S&P said.
SUMMO INC: Chapter 11 Case Dismissal Hearing Today
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado set Dec. 1,
2011, at 1:30 p.m., to consider approval of the motion to dismiss
the Chapter 11 case of Summo Inc. on grounds that the petition was
filed in "bad faith" filed by Frontier Bank, a Branch of First
National Bank in Lamar, Colorado.
According to the Troubled Company Reporter on Nov. 25, 2011,
the bank told the Court that the Debtor's only substantial asset
consists of real property. The bank points out that the property
generates no revenue and does not operate any business. The bank
related that its appraiser has valued the property subject to the
two deeds of trust at $2,450,000.
According to the bank, the Debtor has not filed a plan. The bank
adds the Debtor has no cash, no business operations, no revenue,
no employees and no equity in the real property subject to the
deeds of trust held by the Bank. The Debtor has no reasonable
prospect of filing a feasible Plan that could be confirmed by the
Court.
Joel Laufer, Esq., at Laufer and Padjen LLC, represents the bank.
Mr. Laufer can be reached at:
Joel Laufer, Esq.
LAUFER AND PADJEN LLC
5290 DTC Parkway, Suite 150
Englewood, CO 80111
Tel: (303) 830-3172
Fax: (303) 830-3135
E-mail: jl@jlrplaw.com
About Summo Inc.
Pueblo, Colorado-based Summo Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011. Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, serves as the
Debtor's bankruptcy counsel. The Debtor scheduled $15,845,500 in
assets and $4,809,760 in debts. The petition was signed by John
Musso, president.
The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Summo Inc., fka Pinion Ridge,
LLC, because an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee. The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.
SW BOSTON: Can Use Cash Collateral of Prudential Insurance
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized SW Boston Hotel Venture LLC, et al., to use the cash
collateral, overruling the objection of The Prudential Insurance
Company of America.
The Prudential Insurance Company of America on behalf of and
solely for the benefit of, and with its liability limited to the
assets of, its insurance company separate account, PRISA have an
interest in the Debtors' cash collateral.
The Debtors would use the cash collateral to fund their business
operations pending a decision on confirmation of the Plan. The
Debtors' use of the cash collateral will be on the same terms and
conditions agreed to between the Debtors and Prudential.
As reported on the Troubled Company Reporter on Oct. 14, 2010, in
exchange for using the cash collateral, the Debtors will grant the
prepetition lenders replacement liens on the same types of
postpetition property of the estates against which the lienholders
hold liens as of the petition date.
Ruling on Prudential's Objection
In an order dated Sept. 29, 2011, the Court overruled the
objection of Prudential. The Court ruled that Prudential does not
lack adequate protection given the amount of its debt and the
value of its collateral. Moreover, the Court said that the Debtor
is making progress in selling condominium units. Prudential is
not entitled to further adequate protection or restrictions on the
Debtors' use of cash collateral.
Prudential is represented by:
Gina L. Martin, Esq.
GOODWIN PROCTER LLP
Exchange Place
53 State Street
Boston, MA 02109
Tel: (617) 570-1000
Fax: (617) 523-1231
E-mail: gmartin@goodwinprocter.com
- and -
Emanuel C. Grillo, Esq.
GOODWIN PROCTER LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Tel: (212) 813-8800
Fax: (212) 355-3333
About SW Boston Hotel
Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston. The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on
April 28, 2010. Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel. The Company estimated its assets and debts at
$100 million to $500 million.
TELETOUCH COMMUNICATIONS: Settles with AT&T Dispute for $18.5MM
---------------------------------------------------------------
Since September 2009, Teletouch Communications, Inc., through its
wholly-owned subsidiary, Progressive Concepts, Inc., has been
involved in an arbitration proceeding with and against New
Cingular Wireless PCS, LLC, and AT&T Mobility Texas LLC relating
to, among other things, certain distribution and related
agreements by and between the parties.
On Nov. 23, 2011, PCI and AT&T entered into a settlement and
release agreement pursuant to which the parties agreed to settle
all of their disputes subject to the foregoing arbitration. In
certain recent public filings, the Company disclosed the basic
framework of the settlement negotiations, which have been ongoing
since May 2011. Throughout these discussions, this framework
contemplated certain cash and other consideration for PCI, a
minimum 6 year sales and distribution relationship with AT&T,
including updated and expanded agreements for all of the current
and prior market areas covered under the PCI's distribution
agreements with AT&T, and such would allow PCI to offer an
expanded portfolio of AT&T products and services, including sales
and support for the iPhone and iPad, manufactured by Apple, Inc.
The Agreement, including all ancillary agreements negotiated into
the Agreement, provide PCI with:
(i) $10 million of initial consideration comprised of $5
million cash payment and $5 million forgiveness of PCI's
oldest unpaid obligations to AT&T related to AT&T's
percentage of PCI's monthly cellular billings;
(ii) up to $8.5 million of additional cash consideration, based
on an agreed upon fee to be paid to PCI for each cellular
subscriber that transfers from PCI to AT&T during the term
of the agreements to purchase wireless services not offered
by PCI or at the expiration of the 3 year extended term of
the distribution agreement, each in accordance with its
terms;
(iii) additional consideration based on an agreed upon fee to be
paid to PCI for each cellular subscriber that transfers
from PCI to AT&T during the term of the agreement for
reasons other than to purchase wireless services not
offered by PCI;
(iv) renewal or extension of all current and prior distribution
agreements for three years allowing PCI to again activate
new subscribers and provide many of the previously withheld
wireless services and products, including the iPhone and
(v) a six year dealer/agent agreement with AT&T allowing PCI to
provide to its customers all products and services offered
by AT&T's dealers, with compensation paid to PCI for each
product or service sold, subject to standard qualification
and chargeback provisions.
In addition to the foregoing, the parties also executed mutual
releases releasing their respective directors, officers, employees
and other affiliates from claims related to the matters subject of
the foregoing arbitration.
A full-text copy of the Form 8-K is available for free at:
http://is.gd/dF8spo
About Teletouch
Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging. Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas. Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services. Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/
Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.
The Company's balance sheet at Aug. 31, 2011, showed $17.90
million in total assets, $29.18 million in total liabilities and a
$11.28 million total shareholders' deficit.
As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.
TENET HEALTHCARE: Annual Meeting of Shareholders Set for May 10
---------------------------------------------------------------
The Board of Directors of Tenet Healthcare Corporation has set the
2012 annual meeting of shareholders for May 10, 2012. The
Company's intention to hold the 2012 annual meeting in May 2012
was previously disclosed in the Company's proxy statement for its
2011 annual meeting. The Company will announce the record date,
time and location of the 2012 annual meeting at a later date.
As previously explained in the Company's proxy statement for its
2011 annual meeting, the deadlines for the receipt of any
shareholder proposals and director nominations to be considered at
the 2012 annual meeting are as follows, based on the fact that the
annual meeting is being held earlier than 30 days before the one-
year anniversary of the 2011 annual meeting.
Any shareholder proposal submitted pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, for inclusion in
the Company's proxy materials for the 2012 annual meeting must be
received by the Company's Corporate Secretary at the Company's
principal executive offices no later than the close of business on
Dec. 8, 2011. Those proposals also need to comply with the rules
of the Securities and Exchange Commission regarding the inclusion
of shareholder proposals.
In addition, any shareholder seeking to bring business before the
2012 annual meeting outside of Rule 14a-8 of the Exchange Act or
to nominate a director must provide timely notice as set forth in
the Company's bylaws. Specifically, written notice of any such
proposed business or nomination must be received by the Company's
Corporate Secretary at the Company's principal executive offices
no later than the close of business on Dec. 8, 2011 (which is the
tenth day following this public announcement of the date of the
2012 annual meeting). Any notice of proposed business or
nomination also must comply with the notice and other requirements
in our bylaws, which are available on our corporate Web site at
www.tenethealth.com, and with any applicable law.
About Tenet Healthcare
Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.
"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer. "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues. This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers. Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."
The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.
* * *
As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet. The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter. However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.
S&P's corporate credit rating on Tenet is 'B' and remains
unchanged. The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.
Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector. This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.
Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive. Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3. The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.
THE RIM: Developer to Repay Starwood Loan Under Chapter 11 Plan
---------------------------------------------------------------
Patrick Danner at My San Antonio reports that the Georgia
developer of The Rim has prevailed in his efforts to hold on to
portions of the complex stuck in bankruptcy for the last two
years.
According to the report, a U.S. bankruptcy judge in Georgia last
week approved a bankruptcy reorganization plan that gives
developer Stanley Thomas three years to repay a loan used to build
about 642,000 square feet of the roughly 2 million-square-foot
development on the Northwest Side.
The report relates that four Mr. Thomas's entities each slipped
into bankruptcy on the eve of the holiday shopping season in 2009
to stop a foreclosure sale by a group of lenders on parcels
totaling about 80 acres, including where Best Buy and Dick's
Sporting Goods are. The retail businesses were not part of the
bankruptcy filings.
The report says the lenders' loans later were acquired by
Greenwich, Conn.-based Starwood Capital Group, which has an
affinity for buying distressed debt. Starwood is a global
investment firm with more than $18 billion in assets under
management. Starwood moved to take ownership of The Rim
properties owned by the bankrupt Thomas companies to satisfy more
than $110 million of unpaid loans.
The report says Mr. Thomas, though, was able to fund a
reorganization plan by selling other properties. Mr. Thomas and
Starwood eventually came to an agreement.
The report relates that, under the reorganization plan, Mr. Thomas
has until Dec. 22, 2014, to repay $117 million to Starwood. All
other creditors were paid in full.
TOWNSEND CORP: Court Approves Levene Neale as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Townsend Corporation, doing business as Land Rover
Jaguar Anaheim Hills, and LRJC, Inc., doing business as Land Rover
Jaguar Cerritos, to employ Levene, Neale, Bender, Yoo & Brill
L.L.P. as their bankruptcy counsel, nunc pro tunc to Petition
Date.
As reported in the Troubled Company Reporter on Oct. 7, 2011, as
counsel, LNBYB will:
-- advise the Debtors with regard to the requirements of the
Court, Bankruptcy Code, Bankruptcy Rules, and the Office of
the United States Trustee as they pertain to the Debtors;
-- advise the Debtors with regard to certain rights and
remedies of their bankruptcy estates and the rights, claims
and interests of creditors;
-- represent the Debtors in any proceeding or hearing
involving their estates unless the Debtors are represented
in the proceeding or hearing by other special counsel;
-- conduct examinations of witnesses, claimants or adverse
parties and represent the Debtors in adversary proceedings;
-- prepare and assist the Debtors in the preparation of
reports, applications, pleadings and orders;
-- represent the Debtors with regard to obtaining use of
debtor in possession financing and cash collateral; and
-- assist the Debtors in the negotiation, formulation,
preparation and confirmation of plans of reorganization and
the preparation and approval of disclosure statements in
respect of the plans.
The Debtors will pay LNBYB for its representation of them in
accordance with the Firm's standard hourly billing rates. The
Debtors will also reimburse LNBYB of its necessary expenses. The
Debtors expected that Martin J. Brill, Esq., and Todd M. Arnold,
Esq., will be the primary attorneys at LNBYB responsible for the
Debtors' cases. The Firm's 2011 hourly billing rates are:
Attorneys Rate
--------- ----
David W. Levene $595
David L. Neale $595
Ron Bender $595
Martin J. Brill $595
Timothy J. Yoo $595
Edward M. Wolkowitz $595
David B. Golubchik $575
Monica Y. Kim $550
Beth Ann R. Young $550
Daniel H. Reiss $550
Irving M. Gross $550
Philip A. Gasteier $550
Jacqueline L. James $495
Juliet Y. Oh $495
Michelle S. Grimberg $495
Todd M. Arnold $495
Todd A. Frealy $495
Anthony A. Friedman $435
Carmela T. Pagay $435
Krikor J. Meshefejian $375
John-Patrick M. Fritz $375
Gwendolen D. Long $345
Lindsey L. Smith $275
Paraprofessionals $195
During the one-year period prior to its Chapter 11 filing, LRJAH
paid an initial retainer of $20,000 subsequently followed by each
Debtor providing an additional retainer of $50,000 to LNBYB for
legal services in contemplation of and in connection with the
Debtors' cases, inclusive of the Debtors' two $1,039 Chapter 11
bankruptcy filing fees, Ernest W. Townsend IV, the Debtors'
president, disclosed. He notes that the $98,480 Retainer balance
as of the Petition Date will remain on deposit in LNBYB's general
account.
Martin J. Brill, a partner at LNBYB, assured the Court that his
Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
About Townsend Corp. and LRJC
Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011. Judge Robert N. Kwan presides over
the cases. Each of the Debtors estimated $10 million to $50
million in both assets and debts. The petitions were signed by
Ernest W. Townsend, IV, the president.
VAN HUNTER: Frost National to Seek Approval of Plan on Jan. 4
-------------------------------------------------------------
On Nov. 16, 2011, U.S. Bankruptcy Judge Brenda T. Rhoades entered
an agreed order approving the First Amended Disclosure Statement
filed by The Frost National Bank and Corey Van Trease in
connection with the First Amended Plan of Liquidation for Van
Hunter Development, Ltd.
The Plan does not contemplate the Debtor continuing to operate.
Instead, the Debtor will be dissolved after liquidating its
property and completing all other actions under the Plan.
The Bankruptcy Court fixed Jan. 4, 2012, as the ballot deadline.
The Plan Proponents will seek approval of their Plan at a hearing
on Jan. 9, 2012, at 10:30 a.m. Written objections to confirmation
of the Plan must be filed no later than Dec. 28, 2011.
The Debtor currently owns 11 lots of residential real property
located in Flower Mound, Texas in a subdivision called The Enclave
at Chateau Du Lac. Ten of the lots are subject to the secured
claim of The Frost National Bank and one lot is unencumbered. The
Debtor has placed a $75,000 retainer with its bankruptcy counsel.
The retainer will be used to satisfy administrative claims in the
Debtor's case.
The proceeds of Frost's collateral will be used to satisfy closing
costs and property taxes secured by such property with the
remainder paid to Frost.
The remainder of the retainer, the net proceeds of the sale of the
unencumbered lot remaining after closing costs and taxes, and the
proceeds of the liquidation of all other property of the Debtor
will be used to satisfy the Allowed IRS Claim and the remainder
will be distributed to general unsecured creditors up to 100% of
their claim.
The Debtor's equity holders will receive no value or distribution
until all other classes are paid in full.
The Plan provides for the sale of 10 lots to JBCL Capital, LP, for
the price of $2,500,000, subject to higher and better offers. The
10 lots are also subject to the claim of Frost which has been
filed as $5,871,440 as of Jan. 4, 2010.
The Plan provides for the sale of 1 lot to JBCL Capital, LP, for
the price of $127,500, subject to higher and better offers. This
lot is subject to property taxes claimed by the taxing authorities
in the amount of $41,351.21 and no other liens against the
property have been identified. The proceeds of the sale of will
be used to pay normal and customary closing costs and property
taxes, and the remainder will be distributed to unsecured
claimants, in addition to any unused retainer and any proceeds
from the Debtor's nominal personal property.
A copy of the First Amended Disclosure Statement regarding the
First Amended Plan filed by The Frost National Bank and Corey Van
Trease for Van Hunter Development is available for free at:
http://bankrupt.com/misc/vanhunter.dkt102.pdf
Counsel for The Frost National Bank may be reached at:
Hudson M. Jobe, Esq.
QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Tel: (214) 871-2100
Fax: (214) 871-2111
Counsel for Corey Van Trease may be reached at:
Chuck Elsey, Esq.
ELSEY & ELSEY
3212 Long Prairie Road, Suite 200
Flower Mound, TX 75022
Tel: (972) 906-9695
Fax: (972) 906-7998
About Van Hunter Development
Dallas, Texas-based Van Hunter Development, Ltd,, is a limited
partnership which owns various lots in the exclusive Chateau du
Lac subdivision in Flower Mound, Texas. The Company filed for
Chapter 11 bankruptcy (Bankr. E.D. Texas Case No. 10-40052) on
Jan. 4, 2010. Singer & Levick, P.C., in Addison, Texas, serve as
general bankruptcy counsel. In its schedules, the Debtor
disclosed $16,378,784 in assets and $15,294,367 in liabilities as
of the petition date.
The Debtor is a limited partnership whose two principals are Gary
Evans and Corey Van Trease.
VILLAGE AT CAMP: Paid-up Oil & Gas Lease with Chesapeake Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Village at Camp Bowie I, L.P., to enter into paid-up
oil and gas lease (no surface use) with Chesapeake Exploration,
L.L.C.
In the ordinary course of business, the Debtor regularly leases
its vacant space at the Village and enters into commercial lease
transactions with prospective tenants.
The Debtors negotiated a three-year paid-up oil and gas lease with
Chesapeake Exploration. In exchange for leasing the subsurface
oil and gas rights to Chesapeake, the Debtor would receive a
$71,752 cash bonus, plus 25% royalty in production.
About Village at Camp Bowie I
Dallas, Texas-based Village at Camp Bowie I, L.P. owns a low-rise,
mixed-use development in southwest Fort Worth, Texas, known
eponymously as the Village at Camp Bowie. The Property occupies
23.08 acres in an excellent location in one of the busier areas of
the city. Space in the Property is leased for office, retail,
restaurant and entertainment purposes. The Property is presently
slightly less than 80% occupied. Village at Camp Bowie I filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-45097) on Aug. 2, 2010. J. Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., in Dallas, serves as the Debtor's
bankruptcy counsel. The Debtor estimated its assets and debts at
$10 million to $50 million. No trustee or examiner has been
appointed, and no official committee of creditors has been formed.
VIRGIN OFFSHORE: Section 341(a) Meeting Moved to Dec. 12
--------------------------------------------------------
U.S. Trustee for Region 5 rescheduled the meeting of creditors of
Virgin Offshore USA Inc. on Dec. 12, 2011, at at 10:00 a.m., at F.
Edward Hebert Federal Building, Room 111, 600 S. Maestri Street,
in New Orleans, Louisiana.
About Virgin Offshore
Virgin Offshore USA, Inc., based in New Orleans, Louisiana,
produces oil and gas. Creditors Dynamic Energy Services LLC,
Precision Drilling Company, LP, and Tanner Services LLC, owed
$1,895,824 in the aggregate, commenced an involuntary Chapter 11
bankruptcy proceeding against Virgin Offshore USA (Bankr. E.D. La.
Case No. 11-13028) on Sept. 16, 2011. The petitioning creditors
are represented by Michael A. Crawford, Esq., at Taylor Porter
Brooks & Phillips LLP, H. Kent Aguillard, Esq., at Young, Hoychick
and Aguillard; and Jacque B. Pucheu, Jr., Esq., at Pucheu, Pucheu
& Robinson, LLP.
An affiliate of Virgin Offshore USA, Virgin Oil Company Inc.,
filed a Chapter 11 petition (Bankr. E.D. La. Case No. 09-11899) on
June 25, 2009.
The involuntary Chapter 11 bankruptcy petition against Virgin
Offshore USA, Inc., has been transferred to Judge Elizabeth W.
Magner. The case was first given to Judge Jerry A. Brown.
VYCOR MEDICAL: Oscar Bronsther Appointed to Board of Directors
--------------------------------------------------------------
Vycor Medical, Inc., announced that Oscar Bronsther, M.D., F.A.C.S
was appointed to Vycor's Board of Directors with immediate effect.
Dr. Bronsther is currently Clinical Professor at George Washington
University, Washington, DC.
Dr. Bronsther has served as Clinical Professor at George
Washington University since 2002. He had previously served as an
Associate Professor at the University of Rochester, Rochester, NY
(1994-2001), University of Pittsburgh, Pittsburgh, PA (1989-1994)
and University of California San Diego (1984). He also serves as
the Chairman, Section of General Surgery at Inova Fairfax
Hospital. Since 2002, he has served as a Board Member, National
Board Member and Director of Transplant Services of Kaiser
Permanente Medical Group. He has authored over 60 publications,
principally in the field of organ transplantation and has lectured
extensively in the field.
Dr. Bronsther is a graduate of the University of Rochester (B.A.
1973) and Downstate Medical Center, Brooklyn, N.Y. (M.D. 1978).
He did post-graduate work at Downstate Medical Center (Research
Assistant 1975; Kidney Transplant Fellowship 1983-1984), Mount
Sinai Medical Center, New York, N.Y (Residency 1978-1983) and
Children's Hospital Medical Center, Boston, MA (Research
Fellowship 1980-1981). He resides in Potomac, MD.
Adrian Liddell, Chairman of Vycor, commented, "We are delighted
that Dr Bronsther has agreed to join our board of directors. He
brings a strong medical viewpoint to our board and with his
background across numerous disciplines will be able to add
considerably to the strategic development of the Company."
Dr. Oscar Bronsther commented, "I am very pleased to be joining
the board of Vycor at this exciting time in its development.
Vycor's VBAS neurosurgical device has tremendous potential and is
gaining traction with neurosurgeons and hospitals, and the
company's NovaVision operations provide an otherwise unmet therapy
and are building up patient volume."
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
The Company also reported a net loss of $3.92 million on $518,731
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.12 million on $210,308 of revenue for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$4.40 million in total assets, $2.66 million in total liabilities,
and $1.74 million in stockholders' equity.
As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.
WAXESS HOLDINGS: Amends Third Quarterly Report
----------------------------------------------
AirTouch Communications, Inc., fka Waxess Holdings, filed
Amendment No. 1 to its Quarterly Report on Form 10-Q for the
quarter ended Sept. 30, 2011, to reflect the restatement of its
consolidated financial statements for the three months and nine
months ended Sept. 30, 2011. The Company restated its previously
consolidated financial statements to correct an error that
resulted from the inadvertent failure to record (i) a noncash
charge in the amount $292,755 and the Company's issuance of
161,743 shares of common stock in consideration of the Company's
failure to file a secondary registration statement by an agreed
date and (ii) a noncash charge in the amount of $85,975 related to
the Company's issuance of 47,500 shares of common stock as
placement agent fees in connection with capital raising efforts.
The Amendment amends and restates the quarterly report on Form 10-
Q filed on Nov. 15, 2011, to reflect noncash charges in the
aggregate amount of $378,730 and the Company's issuance of 47,500
shares of its common stock during the three and nine month periods
ended Sept. 30, 2011.
The Company's restated statement of operations reflects a net loss
of $2.22 million on $0 of net revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $779,316 on $138,910
of net revenue for the same period during the prior year. The
Company previously reported a net loss of $1.85 million on $0 of
net revenue for the three months ended Sept. 30, 2011, compared
with a net loss of $779,316 on $138,910 of net revenue for the
same period during the prior year.
The amendment also reflects a net loss of $6.56 million on
$477,217 of net revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.74 million on $142,844 of net
revenue for the same period a year ago. The Company original
report reflects a net loss of $6.19 million on $477,217 of net
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $2.74 million on $142,844 of net revenue for the same
period a year ago.
The Company's restated balance sheet as of Sept. 30, 2011, showed
$9.41 million in total assets, $452,569 in total liabilities and $
$8.96 million in total stockholders' equity, compared with
$9.41 million in total assets, $159,814 in total liabilities and
$9.25 million in total stockholders' equity as originally
reported.
A full-text copy of the amended Form 10-Q is available at:
http://is.gd/kLHHNy
About Waxess Holdings
Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio. Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.
As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results. The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.
WEST END: Files Disclosures for First Amended Liquidating Plan
--------------------------------------------------------------
West End Financial Advisors LLC has filed a disclosure statement
for its First Amended Plan of Liquidation, which contemplates the
transfer of all of the Debtor's assets to a grantor trust which
will be administered by the Plan Administrator.
The creditor distributions will be funded, subject to the
provisions of the Plan, from the Plan Administrator's cash on
hand, the Budget Funds, monetization of the Post-Confirmation
Estate Assets, the Post-Confirmation WEMFF/WEFIP Funds as set
forth in section 6.6 of the Plan, recoveries, if any, from the
pursuit of alleged preference and fraudulent conveyance claims and
pursuit of other claims held by the estate against third parties.
The Debtor projects that the Holders of Claims in Classes 1
(Priority Non-Tax Claims), 2 (Secured Claims) and 3 (Non-Investor
Unsecured Claims) will be paid in full under the terms of the
Plan.
There are $12.5 million in Class 2 Secured Claims, and
$6.6 million in Class 3 Non-Investor Unsecured Claims.
Under the plan, Class 2 secured claims will be paid over time,
with interest.
Class 3 Non-Investor Unsecured Claims will receive the Cash
distributed from the Post-Confirmation Estate in the time and
manner set forth in the Plan and the Post-Confirmation Estate
Agreement.
The Debtor is unable to set forth with numerical specificity the
estimated distributions to Class 4 (Investor Creditor Unsecured
Claims) Claim Holders. The Debtors do not know at this point in
time whether the Plan Administrator will seek to sell the Estate's
interests in the Hard Money Fund and the Franchise Fund prior to
the maturity of the loans contained in those portfolios, and if
the Debtor's interests are sold, what discount, if any, might be
agreed to by the Plan Administrator and the purchaser of the
portfolio. In addition, it is assumed that the Plan Administrator
would sell the portfolios in such a manner so as to not trigger
penalties, which may be as much as $12,000,000, relating to
breaking the interest rate hedging agreements in place in
connection with the portfolio. The estimated amount of Allowed
Class 4 Claims is $84,602,309. Subject to payment in full of, or
A Disputed Claims Reserve for, all Class 3 Non-Investor Unsecured
Claims, each holder of a Class 4 Investor Unsecured Claim will
receive such holder's Pro Rata Share of the Cash distributed by
the Post-Confirmation Estate in the time and manner set forth in
the Plan and the Post-Confirmation Estate Agreement.
Class 5 Interests in the Debtor are held by L/C Family Trust, an
entity owned by Louise Crandall, William Landberg's wife. On the
Effective Date, all outstanding Interests in the Debtor will be
canceled and deemed terminated and of no force and effect and the
Holders of such Interests will not be entitled to retain or
receive any property on account of such Interest.
A copy of the First Amended Disclosure Statement dated as of
Nov. 15, 2011, is available for free at:
http://bankrupt.com/misc/westend.dkt237.pdf
About West End Financial
West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011. New York-based West End estimated its assets and debts at
$1 million to $10 million. Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.
William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company. Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products. Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.
Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors. Debt includes $5.5 million in secured
claims, according to the schedules.
Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).
West End Financial filed a plan of liquidation in bankruptcy court
in August.
WINTHROP HOTEL: Files for Bankruptcy to Force Bank to Negotiate
---------------------------------------------------------------
Kathleen Cooper at the News Tribune reports that attorney Brett
Wittner, representing Winthrop Hotel LLC, said the company filed
for Chapter 11 protection to force Union Bank to negotiate, and to
ensure the $2 million loan of the City of Tacoma, Washington, is
paid.
According to the report, Union Bank and Tacoma together financed
Prium's $6.5 million purchase in 2007. Prium promised to convert
the Winthrop into a historic boutique hotel and condos. They
promised to build new units of affordable housing. They had 36
months.
"Our fear is (the bank will) liquidate the property, then not pay
the city, and not pay unsecured creditors," the report quotes Mr.
Wittner as saying. Mr. Wittner said he's confident a deal will be
worked out that ensures both Union and the city's loans are paid.
The report relates that Mr. Wittner said his clients believe Union
Bank is being unreasonable. Plus, they're concerned about having
to personally repay the $2 million city loan if the bank sells the
building out from under them.
News Tribune notes that the City of Tacoma loaned $2 million to
Winthrop Hotel LLC in 2007 as part of an attempt to take the 1925
Winthrop back to its roots. Frontier Bank was the primary lender
with $4.5 million, which has been paid down to $4.1 million. The
building is collateral on both loans.
The report adds that the city's loan came from a revolving fund of
federal money intended to help with economic development. It was
a 60-month loan, with quarterly interest-only payments of 4%. It
relied on Frontier Bank's due diligence, city documents show, and
Frontier believed Prium was a good risk.
Based in Tacoma, Washington, Winthrop Hotel LLC filed for Chapter
11 protection (Bankr. W.D. Wash. Case No. 11-48270) on Oct. 20,
2011. Judge Paul B. Snyder presides over the case. Brett L.
Wittner, Esq., at Kent & Wittner PS, represents the Debtor. The
Debtor listed assets of $8,029,290 and liabilities of $6,161,892.
Z TRIM HOLDINGS: Forms Advisory Board to Assist in Planning
-----------------------------------------------------------
Z Trim Holdings, Inc., has formed a Board of Advisors to assist
management and its Board of Directors in strategic planning and
business development initiatives.
The initial members of the Board of Advisors include former Senior
Level executives from some of the largest organizations in the
food industry. Listed in alphabetical order, the initial members
are:
* Gordon Brunner - Former CTO at Procter & Gamble
* Roger Enrico - Former CEO of PepsiCo
* Jack Greenberg - Former CEO of McDonald's
* James Lawrence - Former CFO of Unilever and General Mills
* Rick Lenny - Former CEO of Hershey's
* Dick Mayer - Former CEO of Kraft Foods and Kentucky Fried
Chicken
* Bob Morrison - Former CEO of Quaker Oats and Kraft Foods
* Robert Shapiro - Former CEO of Monsanto and the NutraSweet
division of G.D Searle and Company
Acting through Brightline Ventures, a New York-based investment
firm, each of these advisors have invested in the Company
following due diligence. Brightline has invested over $11.4
million in Z Trim Holdings and is the Company's largest
institutional investor.
"We are extremely pleased to have such a strong and experienced
group of advisors join the Z Trim team," said CEO Steve Cohen.
"Not only do we have the benefit of a deep pool of talented
executives to help guide us, but it's gratifying to know that each
have decided to personally invest in the company after learning
more about our products and impact they can have on global food
production. In 2011, we have added significant pieces - an
agreement with a high-capacity toll manufacturer, a network of
ingredient distributors, and now, a stellar group of advisors - to
begin to fulfill the promise of our revolutionary products."
"Z Trim is a unique ingredient that solves a number of problems
for food companies, starting with cost reduction," said Dick
Mayer, a Former CEO of Kraft Foods and Kentucky Fried Chicken
"Beyond that, it adds functionality to the product through
moisture management. The fact that it has already shown the
ability to enhance a number of high volume products from leading
manufacturers is a very strong indicator of its potential in the
food industry."
"Now that the Company has taken steps to put a plan in place to
address production capacity constraints by entering into an
agreement with toll manufacturer Aveka, I look forward to helping
the company capitalize upon its opportunity within its $30 billion
addressable market," said Roger Enrico, a Former CEO of PepsiCo.
According to Former CEO of McDonald's Jack Greenberg, "An
ingredient like Z Trim that can simultaneously reduce cost while
improving the taste and nutritional characteristics of an end
product could be very valuable to the quick service restaurant
industry."
Former Chief Technology Officer of Procter & Gamble Gordon Brunner
added, "I am pleased to see that the Company has taken steps to
scale its production process effectively. The next few years
should be very exciting."
About Z Trim
Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems. Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories. Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.
The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.
The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.
As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, 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
suffered recurring losses from operations and requires additional
financing to continue in operation.
The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year. As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.
The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound. Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.
Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations. If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.
* Debt Overhang Begins to Shrink as Consumers Scale Down
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Americans shed more debt
over the summer, largely by defaulting, paying down debt and
taking out fewer and smaller home loans, according to a report
that has mixed implications for the economy.
* Restructuring Experts Balk at Muni Meltdown Prediction
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that a panel of restructuring
experts said, "Sorry, Meredith Whitney, but your prediction of
hundreds of billions of dollars in municipal bond defaults will
just not come to pass." The report relates the expert pointed to
not only a lack of political will but also to legal hurdles for
counties, cities and other municipal entities.
* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re Wilson Irizarry Santiago
Gladys Castro Velez
Chapter 11 Petition Filed November 14, 2011
See http://bankrupt.com/misc/prb11-09852.pdf
In Re Luke Cusack
Bankr. D. Ariz. Case No. 11-32452
Chapter 11 Petition filed November 23, 2011
In Re Robert Ferrari
Bankr. D. Ariz. Case No. 11-32421
Chapter 11 Petition filed November 23, 2011
In Re Dae Kim
Bankr. C.D. Calif. Case No. 11-26206
Chapter 11 Petition filed November 23, 2011
In Re Joseph Spadafore
Bankr. C.D. Calif. Case No. 11-45871
Chapter 11 Petition filed November 23, 2011
In Re Peli Hunt
Bankr. C.D. Calif. Case No. 11-58222
Chapter 11 Petition filed November 23, 2011
In Re John Linzinmeir
Bankr. D. Colo. Case No. 11-37492
Chapter 11 Petition filed November 23, 2011
In Re Ronald Wallace
Bankr. D. Colo. Case No. 11-37477
Chapter 11 Petition filed November 23, 2011
In Re Shega Inc.
Bankr. D. D.C. Case No. 11-00888
Chapter 11 Petition filed November 23, 2011
See http://bankrupt.com/misc/dcb11-00888.pdf
represented by: Jeffrey C. Tuckfelt, Esq.
Obergh and Berlin
E-mail: tuckfelt1@verizon.net
In Re Ezria Sanders
Bankr. W.D. La. Case No. 11-81620
Chapter 11 Petition filed November 23, 2011
In Re Clifford Turner
Bankr. E.D. Mich. Case No. 11-35372
Chapter 11 Petition filed November 23, 2011
In Re East Coast Cablevision, LLC
ta Resort Cable, LLC
ta Resort Cable
Bankr. E.D.N.C. Case No. 11-08976
Chapter 11 Petition filed November 23, 2011
See http://bankrupt.com/misc/nceb11-08976.pdf
represented by: Trawick H. Stubbs, Jr., Esq.
Stubbs & Perdue, P.A.
E-mail: efile@stubbsperdue.com
In Re Thomas Zehringer
Bankr. E.D.N.C. Case No. 11-08947
Chapter 11 Petition filed November 23, 2011
In Re Bunce's Brighton Inc.
Bankr. W.D.N.Y. Case No. 11-22200
Chapter 11 Petition filed November 23, 2011
filed pro se
In Re Victor De Jesus Tejada
Bankr. D. Puerto Rico Case No. 11-10075
Chapter 11 Petition filed November 23, 2011
In Re The Candlish Family Limited Partnership
Bankr. E.D. Tenn. Case No. 11-35300
Chapter 11 Petition filed November 23, 2011
See http://bankrupt.com/misc/tneb11-35300.pdf
represented by: John P. Newton, Jr., Esq.
Law Offices of Mayer & Newton
E-mail:mayerandnewton@richardmayer.com
In Re Canmill Limited Partnership
Bankr. E.D. Tenn. Case No. 11-35297
Chapter 11 Petition filed November 23, 2011
See http://bankrupt.com/misc/tneb11-35297p.pdf
See http://bankrupt.com/misc/tneb11-35297c.pdf
represented by: John P. Newton, Jr., Esq.
Law Offices of Mayer & Newton
E-mail:mayerandnewton@richardmayer.com
In Re Dan Cox
Bankr. N.D. Texas Case No. 11-37406
Chapter 11 Petition filed November 23, 2011
In Re Valerio Engineering Consultants, LLC
Bankr. D. Utah Case No. 11-36784
Chapter 11 Petition filed November 23, 2011
filed pro se
In Re Spartan Realty Investments, LLC
Bankr. D. Ariz. Case No. 11-32512
Chapter 11 Petition filed November 25, 2011
See http://bankrupt.com/misc/azb11-32512.pdf
represented by: James Portman Webster, Esq.
James Portman Webster, PLLC
E-mail: jim@jpwlegal.com
In Re Grace Ahn
Bankr. C.D. Calif. Case No. 11-58376
Chapter 11 Petition filed November 25, 2011
In Re Imagination Photo, Inc.
Bankr. S.D. N.Y. Case No. 11-15446
Chapter 11 Petition filed November 25, 2011
See http://bankrupt.com/misc/nysb11-15446.pdf
represented by: Michael A. King, Esq.
Law Office of Michael A. King
E-mail: romeo1860@aol.com
In Re Marquez Edgar
Bankr. C.D. Calif. Case No. 11-58397
Chapter 11 Petition filed November 26, 2011
In Re Belltower Retirement, LLC
Bankr. N.D. Ill. Case No. 11-85057
Chapter 11 Petition filed November 26, 2011
filed pro se
In Re Gay Nineties Realty Corp.
Bankr. S.D. N.Y. Case No. 11-15454
Chapter 11 Petition filed November 27, 2011
See http://bankrupt.com/misc/nysb11-15454.pdf
represented by: Lawrence F. Morrison, Esq.
E-mail: morrlaw@aol.com
In Re Nick's Quick Lube, LLC
Bankr. M.D. Tenn. Case No. 11-11779
Chapter 11 Petition filed November 27, 2011
See http://bankrupt.com/misc/tnmb11-11779.pdf
represented by: Steven L. Lefkovitz, Esq.
Law Offices Lefkovitz & Lefkovitz
E-mail: slefkovitz@lefkovitz.com
In Re New Light Chinese Restaurant, LLC
Bankr. M.D. Ala. Case No. 11-12120
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/almb11-12120.pdf
represented by: William D. Baxley, Esq.
Baxley Law Firm, LLC
E-mail: baxleywm@gmail.com
In Re Dwayne Aaron
Bankr. D. Ariz. Case No. 11-32574
Chapter 11 Petition filed November 28, 2011
In Re Cindy Dupre
Bankr. C.D. Calif. Case No. 11-45944
Chapter 11 Petition filed November 28, 2011
In Re Fern LaPrairie
Bankr. C.D. Calif. Case No. 11-46034
Chapter 11 Petition filed November 28, 2011
In Re Luis Barajas
Bankr. C.D. Calif. Case No. 11-23706
Chapter 11 Petition filed November 28, 2011
In Re Richard McGregor
Bankr. C.D. Calif. Case No. 11-23711
Chapter 11 Petition filed November 28, 2011
In Re Kaulbars Lawns, Inc.
Bankr. M.D. Fla. Case No. 11-17810
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/flmb11-17810.pdf
represented by: Michael E. Morris, Esq.
Morris Legal Group, PLLC
E-mail: mike@morrislegalgroup.com
In Re Castel Transport LLC
Bankr. S.D. Fla. Case No. 11-42559
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/flsb11-42559p.pdf
See http://bankrupt.com/misc/flsb11-42559c.pdf
represented by: Brian S. Behar, Esq.
E-mail: bsb@bgglaw.net
In Re Ralph Webb
Bankr. N.D. Ill. Case No. 11-47760
Chapter 11 Petition filed November 28, 2011
In Re Theresa Stevens
Bankr. D. Md. Case No. 11-33236
Chapter 11 Petition filed November 28, 2011
In Re R. E. Hovey Construction, Inc.
Bankr. E.D. Mich. Case No. 11-23673
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/mieb11-23673p.pdf
See http://bankrupt.com/misc/mieb11-23673c.pdf
represented by: Keith A. Schofner, Esq.
E-mail: kaschofner@lambertleser.com
In Re ParXlent, Inc.
Bankr. W.D. N.C. Case No. 11-11155
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/ncwb11-11155.pdf
represented by: H. Trade Elkins, Esq.
Elkins Law Firm, PA
E-mail: htelkins@prodigy.net
In Re Robert Brooks
Bankr. D. N.H. Case No. 11-14311
Chapter 11 Petition filed November 28, 2011
In Re American Renaissance Construction Corp
Bankr. E.D. N.Y. Case No. 11-78318
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/nyeb11-78318.pdf
represented by: Lawrence Morrison, Esq.
E-mail: morrlaw@aol.com
In Re Grant Parsons
Sandra Parsons
Bankr. D. S.D. Case No. 11-30071
Chapter 11 Petition filed November 28, 2011
In Re Smith Remodeling Co., LLC
Bankr. W.D. Tenn. Case No. 11-13575
Chapter 11 Petition filed November 28, 2011
See http://bankrupt.com/misc/tnwb11-13575.pdf
represented by: C. Jerome Teel, Jr., Esq.
Teel & Maroney, PLC
E-mail: bankruptcy@tennesseefirm.com
In Re Valerie Webber
Bankr. N.D. Texas Case No. 11-46501
Chapter 11 Petition filed November 28, 2011
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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, 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 2011. 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 ***