/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/111209.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 9, 2011, Vol. 15, No. 341 Headlines 261 EAST: Commercial Property on East 78th in Manhattan Files ACADIA HEALTHCARE: S&P Assigns 'B' Corporate Credit Rating ACL HOLDINGS: American Laser Files for Sale to Versa Capital ALTER COMMUNICATIONS: Baltimore Jewish Times Has New Investors AMERICAN AIRLINES: Passenger Service Agents Call for Union AMERICAN AIRLINES: Proposes to Set 503(b)(9) Claims Process AMERICAN AIRLINES: Grants Admin. Status to Vendors AMERICAN AIRLINES: Wins OK to Perform Under Derivative Contracts AMERICAN AIRLINES: Bankruptcy Could Lead to More Mergers AMERICAN AIRLINES: Pilots Union to Hire Lazard for Labor Talks ATLANTIC & PACIFIC: Has Plan Financing Nod, Formal Union Deals ATRINSIC INC: Defaults Under $5.8MM Secured Convertible Notes B.R. SUMMERLIN: Bankr. Court Confirms Reorganization Plan BANCO BILBAO: S&P Lowers Issuer Credit Rating to 'BB+' BAOSHINN CORP: Reports $62,900 Net Income in Third Quarter BERNARD L. MADOFF: Judge Rakoff to Rule on Claims Computation BERNARD L. MADOFF: Dist. Judge Affirms Bar of Suit vs. Kin BERTHEL GROWTH: Unit Transfers All Interest in Futurematrix BING CONSTRUCTION: Bankr. Court Affirms Contract Rejection Order BORDERS GROUP: Kobo Sale to Fetch $32MM; Court Seals Documents BRIGHAM EXPLORATION: Fargo Extends Tender Offer to Dec. 7 CAJA DE AHORROS: Sabadell to Buy Bank in Assisted Deal CAMARILLO PLAZA: Wants to Use Shopping Center Revenues CANO PETROLEUM: Clint Carlson Discloses 6.3% Equity Stake CATASYS INC: Terren Peizer Discloses 53.4% Equity Stake CATASYS INC: Issues $2.2MM Secured Convertible Notes to Socius CDC CORP: Seeks Approval to Employ Moelis as Financial Advisor CENTURION PROPERTIES: To Seek Plan Confirmation at Dec. 15 Hearing CITIZENS CORP: Tennessee Commerce Seeks Trustee CLARE OAKS: Ill. Retirement Community Files for Chapter 11 CLEARWIRE CORP: Chesapeake Owns 5.4% of Class A Shares CONTESSA PREMIUM: To Seek Confirmation of Plan at Dec. 15 Hearing CYBERDEFENDER CORP: Amends Form S-1 Registration Statement DE TECHNOLOGIES: Files for Chapter 11 Bankruptcy DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Ratings DIGITILITI INC: J. Scheetz Resigns as Interim President and CEO DIVERSEY HOLDINGS: S&P Raises Corporate Credit Rating to 'BB' DYNEGY INC: Units To Exit In 2012 Under Leverage Load DYNEGY INC: Amends Articles of Incorporation & Code of Ethics EASTERN/505: Sec. 341 Creditors' Meeting Set for Jan. 12 EVERGREEN SOLAR: Completes Sale of Claims Against Lehman FIDELITY NATIONAL: S&P Affirms 'BB' Corporate Credit Rating FILENE'S BASEMENT: Syms Cancels Fifth Avenue Lease, Pays $2.6MM FILENE'S BASEMENT: Committee Taps Hahn & Hessen as Co-Counsel FILENE'S BASEMENT: Syms Bows to Concern of Unit's Insolvency FIRST NIAGARA: Fitch Expects to Rate Preferred Stock at 'B+' FIRST SECURITY: Michael Kramer Named CEO of FSGBank GARLOCK SEALING: Disputes Scientific Basis for Claims GREEN PLANET: Semple Marchal Resigns as Accountants GREYSTONE PHARMACEUTICALS: Plan Outline for Templeton Plan Okayed GREYSTONE PHARMACEUTICALS: FTMP Says its Plan is 'Superior' GREYSTONE PHARMACEUTICALS: Drops Motion to Remove Committee Member H&S JOURNAL: Taps Winne Banta as Special Counsel HAMPTON ROADS: Bank Names Several Market Presidents HUDSON TREE: Seeks to Use Agriland Cash Collateral HUDSON TREE: Sec. 341 Creditors' Meeting Set for Jan. 6 IVAX DIAGNOSTICS: Posts $1.2 Million Net Loss in 3rd Quarter IMAGENETIX INC: Posts $3.0 Million Net Loss in Sept. 30 Quarter IVOICE INC: Hydra Completes Merger with iVoice Innovations JACKSON HEWITT: To Increase Wal-Mart Store Presence by 40% J.C. EVANS: Want to Employ Glass & Co as Accountants JEWISH COMMUNITY CENTER: Sec. 341 Creditors' Meeting on Jan. 5 JEWISH COMMUNITY CENTER: Status Conference on Jan. 23 JEWISH COMMUNITY CENTER: Hiring Broege Neumann as Bankr. Counsel KERZNER INT'L: Buyout Investors Hit as Developer Digs Out of Debt KULLMAN BUILDING: Assets Auction Set for Dec. 13 L.A. DODGERS: Hearing on FOX TV Rights Dispute Continues L.A. DODGERS: Discloses Details of Deal With MLB LEHMAN BROTHERS: Wins Approval of ACESO Stock Purchase LEHMAN BROTHERS: Bank of Taiwan Wins OK to Assign Note LEHMAN BROTHERS: Seeks Approval of Gleacher as Fin'l Advisor LEHMAN BROTHERS: Phil. Agency Denies $3.5MM Losses in Collapse LEHMAN BROTHERS: Sues Katten Muchin Over Bungled Hotel Loan Docs LEHMAN BROTHERS: $1.48-Bil. Already Paid to Advisors, Lawyers L.I.F.T. LLC: Files Schedules of Assets and Liabilities L.I.F.T. LLC: Court Approves Steffes Vingiello as Counsel L.I.F.T. LLC: Court OKs McGlinchey Stafford as Special Counsel LOCATION BASED TECH: CEO Presents at 4th Annual LD Micro Confab LOCATION BASED TECH: 3 New Directors Appointed to Board Committees LORD & TAYLOR: S&P Assigns Preliminary 'B+' Corp. Credit Rating M WAIKIKI: Seeks 9-Month Extension of Plan Exclusivity MANISTIQUE PAPER: Creditor Objects to Proposed Sale Timeline MERIDIAN MORTGAGE: Trustee Files $150MM Suit vs. Auditor, Berg MEMC ELECTRONIC: To Cut 20% of Workforce & Idle Italy Plant MF GLOBAL: Proposes to Tap FTI as Restructuring Advisor MF GLOBAL: Greene, Employees Commence Class Suit MF GLOBAL: Glancy BInkow-Led Customers Commence Class Suit MF GLOBAL: NOteholders Pursue Class Suit vs. Jon Corzine, et al. MF GLOBAL: M. Rodriguez, et al., Have Class Suit vs. D&Os MF GLOBAL: Highridge Futures Asks Nod to Transfer Account MOOHAVEN DAIRY: Lawyer Fined $5T for Improper Representation MOUNTAIN CITY: Hires Ehrhardt Keefe as Accountant NEVADA CANCER: Files Chapter 11 Plan Based On Sale NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Carr Suit NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Marks Suit NISKA GAS: S&P Affirms 'BB' Corporate Rating; Outlook Negative NORTHAMPTON GENERATING: S&P Lowers $153-Mil. Bond Rating to 'D' NORTHCORE TECHNOLOGIES: Opens Sales & Deployment Office in U.S. NORTHCORE TECHNOLOGIES: Has 'Important' Accomplishments NPC INTERNATIONAL: S&P Affirms 'B' Corporate; Outlook Negative OMNI STORAGE VI: Case Transferred to M.D. La. PENINSULA HOSPITAL: Court OKs Garden City Group as Claims Agent PENINSULA HOSPITAL: Committee Wins OK to Hire GCG as Claims Agent PENINSULA HOSPITAL: Court OKs Neubert Pepe as Ombudsman's Counsel RCR PLUMBING: Cash Collateral Hearing Continued Until Dec. 13 RCR PLUMBING: Gets Court's Nod to Obtain DIP Financing REICHHOLD INDUSTRIES: S&P Lowers Corp. Credit Rating to 'CCC+' RESPONSE BIOMEDICAL: Posts C$2.2-Mil. Net Loss in 3rd Quarter RIVER ROCK: Holders Tender $184 Million Senior Notes Due 2011 ROUND TABLE: Judge Tosses Bid to Derail Bankruptcy-Exit Plan SAND SPRING: Files Schedules of Assets and Liabilities SEDONA DEVELOPMENT: Competing Disclosure Statements Rejected SKINNY NUTRITIONAL: Issues $50,000 Convertible Note SUN PRODUCTS: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg. SUPERMEDIA INC: Repurchase Offer to Expire by Dec. 13 T3 MOTION: Five Directors Elected at Annual Meeting TARGUS INFORMATION: S&P Withdraws 'B+' Corporate Credit Rating TELETOUCH COMMUNICATIONS: Arbitrator Dismisses Claims vs. AT&T TIFFEN MANUFACTURING: Tax Dividends to Insiders Are Fraudulent TOP OF THE KRESS: Judge Marlar Dismisses Chapter 11 Case TRAVELPORT HOLDINGS: Unit Completes Offering of $346MM Notes U.S. EAGLE: Committee Taps Eisneramper as Accountant & Advisor USA SPRINGS: Initial Funding From Swiss Underwriter Hasn't Arrived VISUALANT INC: Amends 15.3 Million Common Shares Offering VITESSE SEMICONDUCTOR: Incurs $14.8-Mil. Net Loss in Fiscal 2011 VITESSE SEMICONDUCTOR: Board Adopts 2012 Executive Bonus Plan VITESSE SEMICONDUCTOR: To Offer $75 Million of Securities VOICES OF FAITH: Sec. 341 Creditors' Meeting Set for Jan. 11 WATERSCAPE RESORT: Wants to Use Secured Lender's Cash Collateral WJO INC: Has Access to Tristate Capital Bank's Cash Until Dec. 31 WJO Inc: Panel Wants $1.7MM Loan Reinstated to Sole Shareholder WWA GROUP: Posts EUR1.3 Million Net Loss in 2011 Third Quarter * Utah Exempts Social Security From Chapter 13 Plans * Cohen & Grigsby Promotes Two Associates to Director Positions * Sheppard Mullin Plans Seoul Office Opening * BOOK REVIEW: Corporate Venturing -- Creating New Businesses ********* 261 EAST: Commercial Property on East 78th in Manhattan Files ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that 261 East 78 Realty Corp., the owner of 261 East 78th Street in Manhattan filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-15624) Dec. 6 in New York to fend off foreclosure. The property is a six-floor commercial building with seven units. The petition says the property is worth $20 million. Debt aggregates $18.76 million, including $17.1 million in secured claims. The lender is MB Financial Bank. The owner blames the bankruptcy on the lender's failure to fund and delays by the architect. ACADIA HEALTHCARE: S&P Assigns 'B' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services issued its 'B' corporate credit rating to Franklin, Tenn.-based Acadia Healthcare Inc. The rating outlook is stable. "At the same time, we issued our 'B-' issue-level rating (one notch below the corporate credit rating) on Acadia's $150 million senior unsecured note. Our recovery rating on the note is '5', indicating our expectation of modest (10%-30%) recovery of principal in the event of payment default. The company will also have $130 million on its outstanding term loan and a $30 million revolver (unrated)," S&P said. "The low speculative-grade rating on Acadia reflects the company's aggressive growth strategy and highly leveraged financial risk profile," said Standard & Poor's credit analyst Tahira Wright. "We characterize Acadia's business risk profile as 'weak' because of the challenges it faces in controlling its rapid expansion from a small base and its exposure to uncertain third-party reimbursement that accounts for about three-quarters of its revenue. From a financial perspective, growth funding is likely to keep leverage around 5x over the next year, even with the double-digit revenue and EBITDA increases we expect and the amortization payments mandated under its credit facility." "When new managers joined the company early in 2011, Acadia acquired Youth and Family Centered Services (YFCS) in a debt- financed transaction, more than doubling the company's revenue and earnings base, and raised Acadia's facility count to 19. The debt- financed acquisition of PHC will create a network of 34 acute behavioral facilities and residential treatment centers across 18 states, which we expect will result in double-digit revenue and earnings growth through at least 2012 at least. Management is experienced in the behavioral health field, having prior involvement in Psych Solutions (acquired by Universal Health Services Inc.). We believe that, in addition to increasing bed count, it will convert some residential treatment beds to higher level of service acute hospitalization beds, and attempt to improve operational management at existing facilities. Still, the challenges of further growing and controlling such rapid expansion are formidable," S&P said. "Our rating outlook on Acadia is stable. This reflects our view that the company will foster growth through organic and acquisitive expansion. This includes our expectation that management will be able to control a fast-growing organization without deteriorating margins. An upgrade could be possible if the company can improve credit metrics, with sustainable adjusted debt to EBITDA below 5x and funds from operations to debt above 15%. This could occur if the company can meaningfully execute its expansion and operating strategy supporting double-digit revenue growth and EBITDA margin expansion over 100 bps, while not incurring additional debt, and/or through equity offerings," S&P said. "A downgrade could occur if the company's operations are stifled by significant reimbursement cuts or inability to successfully integrate its operations. If this caused EBITDA to decline by more than 15%, tight covenant cushions below 10% in 2012 could be a particular concern if we thought that it might be an ongoing issue," S&P said. ACL HOLDINGS: American Laser Files for Sale to Versa Capital ------------------------------------------------------------ ACL Holdings LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 11-13853). ACL Holdings dba American Laser Centers operates 156 laser hair- removal clinics in 27 states. At the peak, the Farmington Hills, Michigan-based company had 222 stores generating $130.6 million in annual revenue. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Debtor aims to sell the business to an affiliate of Versa Capital Management LLC. Versa will pay $30 million plus $18 million of new-money financing to support the bankruptcy, unless outbid at auction. A hearing to approve the sale is intended to be held by Jan. 26. According to the report, bankruptcy was blamed on over-expansion, the effects of the recession and an "overleveraged balance sheet." Court papers say assets are $80.4 million. Liabilities include $40.3 million owing on a first-lien debt and $51 million in subordinated notes. Some $17.9 million is owing to trade suppliers. Versa is providing $58 million in financing for the Chapter 11 case, including $18 million of fresh cash. The remainder will pay off the existing first-lien loan. ALTER COMMUNICATIONS: Baltimore Jewish Times Has New Investors -------------------------------------------------------------- Alter Communications Inc. reported in a bankruptcy court filing that a "group of local businessmen and community members" are willing to make an infusion of cash to allow continuation of the business and confirmation of a Chapter 11 plan. In December 2010, Alter convinced the bankruptcy judge in Baltimore to confirm a Chapter 11 plan. The confirmation order was set aside on appeal in June. Alter and its adversary, former printer H.G. Roebuck & Son Inc., returned to bankruptcy court with competing reorganization plans. The report relates that U.S. Bankruptcy Judge James F. Schneider in Baltimore refused to confirm either of the competing plans. In September he directed the warring factions to settle their differences and file a joint plan by Oct. 21. Without a consensual plan, Judge Schneider said he would consider appointing a Chapter 11 trustee. According to the report, Alter made representations about the investors' agreement in principle in a motion seeking an extension until Dec. 30 of the previously extended deadline to file a consensual plan. Alter says it will discuss the investment proposal with Roebuck and hopes there will be consent to a plan. About Alter Communications Based in Baltimore, Maryland, Alter Communications publishes the Baltimore Jewish Times. Other publications include the magazine Style, with 90,000 circulation, and Chesapeake Life, with a circulation of 57,000. Alter Communications filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000 judgment to the printer, H.G. Roebuck & Son Inc. Alan M. Grochal, Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts between $1 million and $10 million in its Chapter 11 petition. In December 2010, the Bankruptcy Court approved Alter's Chapter 11 exit plan. Roebuck appealed, saying the plan wasn't filed in good faith and that it "discriminates unfairly." In June 2011, the U.S. District Judge Court in Maryland set aside the confirmation order. Because Roebuck said it would pay more for the new stock, the District Court reversed and sent the case back to the bankruptcy court with instructions to allow the filing of competing plans. AMERICAN AIRLINES: Passenger Service Agents Call for Union ---------------------------------------------------------- American Airlines passenger service agents supporting the Communications Workers of America have filed a petition with the National Mediation Board calling for a union representation election for the 9,700 passenger service agents at American Airlines. American Airlines airport and reservations agents have been working with CWA to win a voice at the carrier. At this critical time, they care deeply about the airline and their voice in key decisions. Agents are the only major employee group at American without union representation. Having a voice is even more critical as the airline's parent company, AMR, filed for bankruptcy protection on Nov. 29. Union represented workers can get a voice in the bankruptcy proceedings. "Now we have a great opportunity to get a voice and the respect we agents so deserve," said Evelyn Eng, based in Los Angeles. Latricia Beasley from Dallas said, "I'm on board and looking forward to CWA representation to help get us through the bankruptcy process." Deb Rooney, a Boston based agent said, we're "so happy we are filing because now, more than ever, we need a seat at the table." And Adam Quershi, Dallas based, stressed that, "we will have representation in this process like the pilots, flight attendants and other union workers at American." "Thank you God, I've been praying so hard," said Doris Gorrell, a reservations agent in Fort Worth, Tex. Workers without union representation lack a clear voice in the bankruptcy hearings, other proceedings that might arise and the benefits of a contract as the carrier emerges from bankruptcy. Despite the company holding $4.1 billion in cash on hand, American Airlines management is indicating that workers' wages, compensation and working conditions will be a major focus of its cost-reduction effort. Agents took deep cuts in 2003 from which they never recovered. In addition, the company in the past year has made cuts in health care coverage and has hired in new employees at significantly lower pay rate, reduced benefits and fewer paid days off. It's difficult to see how they can bear even more of the company's financial burden. 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: Proposes to Set 503(b)(9) Claims Process ----------------------------------------------------------- American Airlines, Inc. and its affiliated debtors seek court approval to implement a process for resolving claims asserted under Section 503(b)(9) of the Bankruptcy Code. Section 503(b)(9) provides for the allowance, as an administrative expense, of the value of goods sold to a debtor in the ordinary course of its business and received by that debtor within 20 days before its bankruptcy filing. The Debtors estimate that approximately $41 million worth of goods, which they received within 20 days prior to their bankruptcy, have not yet been paid, according to court filings. Under the proposed process, the claimants have to follow certain requirements before they are entitled to recover their claims, which include submitting a proof of claim within a fixed deadline. The procedure bars them from asserting their claims after the expiration of the filing deadline without further court order. The proposed process gives the Debtors an option to enter into an agreement to resolve any objection to claims. A full-text copy of the proposed order detailing the proposed process is available without charge at: http://bankrupt.com/misc/AmAir_Sec503ClaimsProcess.pdf The Debtors propose that the procedure be the only method for resolving the claims. They ask the Court to prohibit any claimant from prosecuting its claims through the filing of a motion for allowance or any other means. 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: Grants Admin. Status to Vendors -------------------------------------------------- AMR Corp. and its units sought and obtained authority from Judge Lane to grant administrative priority status to all undisputed obligations of the Debtors owing to vendors arising from postpetition deliver of goods and services ordered prior to the Petition Date. The Debtors also sought and obtained court authority to pay those obligations in the ordinary course of their business. In connection with the normal operation of their business, the Debtors rely on numerous vendors and suppliers to provide the Debtors with millions of dollars of parts, inventory, supplies, and other goods for use in the regular operation of the Debtors' airlines. The majority of goods are shipped by Vendors to the Debtors' primary maintenance and engineering facilities located in Tulsa, Oklahoma and Forth Worth, Texas. A significant volume of Goods also are shipped by Vendors to the Debtors' headquarters and to airports located throughout the Debtors' worldwide network. As of the Petition Date, the Debtors have certain prepetition purchase orders outstanding with various Vendors for Goods ordered by the Debtors. Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, related that as a consequence of the commencement of these Chapter 11 cases, the Vendors may be concerned that the obligations arising from Goods purchased before the Petition Date pursuant to Prepetition Orders that are delivered to the Debtors postpetition will render the Vendors holders of general unsecured claims against the Debtors' estates for those shipments. Accordingly, Vendors may refuse to provide Goods to the Debtors, or may recall shipments thereof, unless the Debtors issue substitute purchase orders postpetition or obtain a court order providing that all undisputed obligations of the Debtors arising from the postpetition delivery of Goods subject to Prepetition Orders are afforded administrative expense priority status under Section 503(b) of the Bankruptcy Code. While it is difficult to estimate the total amount due and owing under the Prepetition Orders for Goods ordered prepetition for which delivery will not occur until after the Petition Date, the Debtors said the total amount to be paid to the Vendors in connection therewith, if the request is granted, is de minimis compared with the importance and necessity of the Goods. 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: Wins OK to Perform Under Derivative Contracts ---------------------------------------------------------------- American Airlines, Inc. and its affiliated debtors sought and obtained interim court approval to continue performing under their existing derivative contracts. The move is part of the Debtors' effort to hedge the risk of fluctuations in jet fuel prices, interest rates, foreign currency exchange rates and other costs. "The inability to hedge fluctuating costs likely will result in significant additional expenses and will adversely affect the Debtors' restructuring efforts," said the Debtors' lawyer, Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New York. The court order also authorized the Debtors to pay pre-bankruptcy amounts owed under the derivative contracts, return any credit support held, and provide credit support under those contracts. The credit support can be in the form posting letters of credit, entering into escrow agreements, opening and funding escrow accounts, posting collateral or margin, prepayment, taking physical delivery of commodities and settling derivative contracts. Judge Sean Lane will hold a hearing on December 22, 2011, to consider final approval of the Debtors' request. The deadline for filing objections is December 15, 2011. 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: Bankruptcy Could Lead to More Mergers -------------------------------------------------------- For US Airways, the merger-hungry fifth-largest U.S. airline, a bankrupt American Airlines may present an irresistible takeover target, but many in the aviation world think the headaches and hassles of consolidation are not worth the payoff of such a tie- up, Kyle Peterson and Soyoung Kim, writing for Reuters, reported on Dec. 1. According to the report, bankruptcy leaves the company vulnerable to potential takeover attempts from would-be suitors like US Airways, whose chief executive Doug Parker has long promoted consolidation as a means to slim down an industry plagued by overcapacity. US Airways once tried and failed to buy Delta Air Lines as it restructured in bankruptcy, Reuters recalled. Since the Delta/Northwest and United/Continental mergers, American and US Airways have been considered logical partners for a potential combination, but analysts have said American's high labor costs and unresolved contracts with its unions make any deal too difficult to negotiate, the report pointed out. Sweeping cost cuts in bankruptcy could remove one potential hurdle, but analysts and bankers noted that US Airways still has its own challenges of having to integrate labor groups following its 2005 merger with America West Airlines, the report further pointed out. Analysts, according to Reuters, said the benefits of any merger are less clear for American Airlines. Reuters, citing industry experts, said a merger would be a huge opportunity for US Airways, which is a smaller airline, in that a merger would take them to markets they do not have current access to. But, at American Airlines' perspective, a merger with US Airways does not make it competitive with Delta or United Airlines, Reuters added, citing the industry experts. Neither American nor US Airways would comment on merger prospects, the report noted. 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: Pilots Union to Hire Lazard for Labor Talks -------------------------------------------------------------- The Allied Pilots Association, the union representing American Airlines' pilots, is in the process of hiring Lazard Ltd. to represent them in negotiating a new labor agreement with the bankrupt airline. Jack Nicas and Mike Spector of The Wall Street Journal reported that the airline has been in protracted contract talks with the union representing its about 10,000 pilots. The pilots, according to the Journal, could be forced to make significant concessions and face the loss of about $1 billion in pension obligations should AMR terminate those liabilities in bankruptcy. According to the Journal, the union is close to hiring Lazard. The association is likely to seek a seat on the creditors committee, people familiar with the process told the Journal. The union could look for a future ownership stake in AMR in return for concessions, although the bankruptcy is new and significant negotiations haven't begun, the report added. The Journal said the union's discussions with Lazard show the pilots are gearing themselves for battle and attempting to assemble a roster of experienced negotiations to look out for their interests. The Journal noted that negations between the union and American Airlines over pay, pensions and work rules have been ongoing for five years. Two weeks ago, the union rejected American Airlines' proposals involving 7% and 9% salary increases in return for longer working hours and fewer contributions to their pensions, the Journal recounted. That rejection helped trigger AMR's filing on Tuesday, people familiar with the situation have told the Journal. Out from Chapter 11 by 18th Month The Journal, citing Harvey Miller, at Weil Gotshal & Manges, AMR's bankruptcy attorney, said the airline will hopefully be out of Chapter 11 before the end of the period for its to file a plan of reorganization as prescribed by the Bankruptcy Code. But Larry Perkins, a senior managing director in Conway MacKenzie Inc.'s turnaround and crisis-management business, said the airline's emergence from bankruptcy could take more than 18 months as talks with the unions continue to lag, the Journal added. The Journal noted that a study by the Massachusetts Institute of Technology showed that in 2010 American Airlines pilots cost $205,628 on average, or about 10.4% more than Delta Air Lines Inc. and 15.1% more than pilots at United Airlines. But Delta and United pilots were once paid much more than their AMR peers, the Journal pointed out. Two years after Delta and United filed for Chapter 11, their pilots' compensation dropped 25% at United and 37% at Delta, the Journal related. 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: Has Plan Financing Nod, Formal Union Deals -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Great Atlantic & Pacific Tea Co. moved two steps closer to approval on Dec. 15 of a disclosure statement explaining the proposed bankruptcy reorganization plan structured around a $490 million debt and equity financing from Yucaipa Cos., Goldman Sachs Group Inc. and Mount Kellett Capital Management LP. According to the report, this week, U.S. Bankruptcy Judge Robert Drain in White Plains, New York, approved the investment agreement. A&P also filed details regarding revised contacts negotiated with its 13 union locals. At a Dec. 5 hearing Judge Drain said he would approve new collective bargaining agreements with the union locals so long as they are filed under seal with the clerk. Anyone who signs a confidentiality agreement can see the contracts. The report relates that the disclosure requirement was the result of objections from the union pension fund that A&P is headed toward dropping. The pension trustees are concerned that remaining supermarket chains still in the pension program will be required to make up for underfunding attributable to A&P. About Great Atlantic & Pacific 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. ATRINSIC INC: Defaults Under $5.8MM Secured Convertible Notes ------------------------------------------------------------- Atrinsic, Inc., and certain investors entered into a Securities Purchase Agreement on May 31, 2011. Pursuant to the terms of the Purchase Agreement, the Company sold to the Buyers certain secured convertible notes in the aggregate original principal amount of $5,813,500 as well as certain warrants to purchase shares of the Company's common stock. Also on May 31, 2011, the Company and its subsidiaries, New Motion Mobile, Inc., and Traffix, Inc., entered into a security agreement with the Buyers pursuant to which the Company granted each of the Buyers a security interest in substantially all of the Company's assets securing its obligations under the Notes. In addition, New Motion Mobile, Inc., and Traffix, Inc., executed guaranties with each Buyer pursuant to which those subsidiaries guarantee the Company's obligations under the Notes. The Company is required to repay the Notes in six equal monthly installments commencing on Dec. 31, 2011, and ending on May 31, 2012, either in cash or in shares of the Company's common stock. With respect to the payment installment due on Dec. 31, 2011, the Company was required to deliver a notice on Nov. 30, 2011, stating the amount of principal that will be repaid in cash and the amount that will be repaid by delivery of shares of the Company's common stock. The Company did not deliver that notice, and thus, pursuant to the terms of the Notes, the Company has been deemed to elect to pay the applicable installment by delivery of shares of the Company's common stock. As to the repayment of the installment by delivery of shares, the Notes include a condition relating to the minimum dollar trading volume that must be maintained in the Company's common stock during the twenty day period preceding the required installment date notice. Failure of the Company's common stock to maintain this trading volume is referred to in the Notes as a "Dollar Failure." A Dollar Failure has occurred and the Company is now in default under the Notes. As a result of the event of default caused by the Dollar Failure, each Buyer may require the Company to redeem its Note in cash at the greater of up to 110% of the unconverted principal amount or 110% of the greatest equity value of the shares of common stock underlying the Notes from the date of the default until the redemption is completed. To date, none of the Buyers have exercised this remedy. In addition, as a result of the occurrence of the event of default, the Notes now bear interest at the default interest rate of 18% per annum and will bear interest at such rate until all events of default are subsequently cured. Further, as a result of the occurrence of the event of default, each of the Buyers may exercise their rights to foreclose upon the Company's assets pledged as collateral under the Security Agreement. About Atrinsic Inc. New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer of direct-to-consumer subscription products and an Internet search-marketing agency. The Company sells entertainment and lifestyle subscription products directly to consumers, which the Company markets through the Internet. The Company also sells Internet marketing services to its corporate and advertising clients. The Company reported a net loss of $14.2 million on $25.7 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $11.6 million on $32.2 million of revenue for the nine months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2011, showed $14.1 million in total assets, $19.7 million in total liabilities, and a stockholders' deficit of $5.6 million. As reported in the TCR on April 12, 2011, KPMG LLP, in New York, expressed substantial doubt about Atrinsic'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 from operations. B.R. SUMMERLIN: Bankr. Court Confirms Reorganization Plan --------------------------------------------------------- U.S. Bankruptcy Judge Mike K. Nakagawa has confirmed B.R. Summerlin Property, LLC's Second Amended Plan of Reorganization, dated Sept. 19, 2011. As reported in the TCR on Oct. 26, 2011, FirstStorm Partners 2, LLC, successor-in-interest to Greystone Bank, is now the holder of the Class 1 Claim. As agreed upon by FirstStorm and the Debtor, the Allowed Claim of FirstStorm will consist of principal in the amount of $14,928,000, outstanding interest at the non-default rate of 8% to the Petition Date and 6.5% from the Petition Date to the Effective Date, and FirstStorm's attorneys' fees, expenses, and costs not to exceed $365,000. Commencing on the 15th day following the 1st day of the month following the Effective Date and on the 5th day of each month thereafter until the Modified Maturity Date, the Reorganized Debtor will pay to the Holder of the Allowed Class 1 Claim monthly principal and interest payments on the outstanding balance of the Modified Note as of such date amortized over a period of 20 years at the Effective Date Interest Rate of 6.5% per annum (subsection (d)(i). All Net Operating Revenues in excess of $5,000 per month will be paid to the Holder of the Allowed Class 1 Claim to be applied against the principal balance of the Loan (but not the monthly payments to be made pursuant to subsection (d)(i) above) until the earlier of (i) the Modified Maturity Date or (ii) the Loan is paid in full. The unpaid balance of the Loan will be due and payable on the Modified Maturity Date, which will be the 7th anniversary of the Effective Date. A copy of the Second Amended Plan is available for free at: http://bankrupt.com/misc/brsummerlin.2ndamendedplan.pdf About B.R. Summerlin Property Woodland Hills, California-based B.R. Summerlin Property, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-10148) on Jan. 5, 2011. The Company disclosed $23,066,151 in assets and $15,414,103 in liabilities. Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D. Nev. Case No. 10-38838) filed separate Chapter 11 petitions on Nov. 29, 2010. The Debtor disclosed $23.07 million in assets, and $15.4 million in debts. B.R. Summerlin Property is represented by Gregory E. Garman, Esq., -- ggarman@gordonsilver --, Gabrielle A. Hamm, Esq., -- ghamm@gordonsilver.com --, at Gordon Silver, in Los Vegas, Nevada. BANCO BILBAO: S&P Lowers Issuer Credit Rating to 'BB+' ------------------------------------------------------ Standard & Poor's Ratings Services reviewed its ratings on 31 North American regional banks and their subsidiaries by applying its new bank ratings criteria, which were published on Nov. 9, 2011. "See the ratings list for the ratings on these banks and their subsidiaries, highlighting any ratings changes that resulted from applying our new criteria," S&P said. "We will publish research updates on the bank groups identified, including a list of ratings on affiliated entities, as well as the ratings by debt type -- senior, subordinated, junior subordinated, and preferred stock. The research updates will be available at www.standardandpoors.com/AI4FI and on RatingsDirect on the Global Credit Portal. Ratings on specific issues will be available on RatingsDirect on the Global Credit Portal and http://www.standardandpoors.comfollowing release," S&P said. Ratings List The ratings listed are issuer credit ratings. To From Associated Banc Corp. BBB/Stable/-- BBB-/Stable/-- Associated Bank N.A. BBB+/Stable/-- BBB/Stable/-- Banco Bilbao Vizcaya Argentaria Puerto Rico BB+/Negative/B BBB/Negative/A-2 Bank of North Dakota AA-/Stable/A-1+ A+/Stable/A-1 BB&T Corp. A-/Stable/A-2 A/Stable/A-1 Branch Banking & Trust Co. A/Stable/A-1 A+/Stable/A-1 Comerica Inc. A-/Stable/A-2 A-/Stable/A-2 Comerica Bank A/Stable/A-1 A/Stable/A-1 Commerce Bancshares Inc. A-/Stable/A-2 A/Stable/A-1 Commerce Bank N.A. A/Stable/A-1 A+/Stable/A-1 Cullen/Frost Bankers Inc. A/Stable/-- A-/Stable/-- Frost National Bank San Antonio A+/Stable/A-1 A/Stable/A-1 Fifth Third Bancorp BBB/Positive/A-2 BBB/Positive/A-2 Fifth Third Bank (The) BBB+/Positive/A-2 BBB+/Positive/A-2 First-Citizens Bank & Trust Co. BBB+/Stable/A-2 BBB+/Stable/A-2 First Horizon National Corp. BBB-/Stable/-- BBB-/Stable/-- First Tennessee Bank N.A. Memphis BBB/Stable/A-2 BBB/Stable/A-2 First Niagara Financial Group Inc. BBB/Stable/-- BBB/Stable/-- First Niagara Bank BBB+/Stable/-- BBB+/Stable/-- First Republic Bank A-/Stable/-- BBB+/Positive/-- FirstBank Puerto Rico B+/Stable/-- B+/Stable/-- FirstMerit Corp. BBB+/Stable/-- BBB+/Stable/-- FirstMerit Bank N.A. A-/Stable/A-2 A-/Stable/A-2 Huntington Bancshares Inc. BBB/Stable/-- BBB/Stable/-- Huntington National Bank BBB+/Stable/-- BBB+/Stable/-- KeyCorp BBB+/Positive/A-2 BBB+/Stable/A-2 KeyBank N.A. A-/Positive/A-2 A-/Stable/A-2 Key Equipment Finance Inc. A-/Positive/A-2 A-/Stable/A-2 M&T Bank Corp. A-/Stable/A-2 A-/Negative/A-2 Manufacturers & Traders Trust Co. A/Stable/A-1 A/Negative/A-1 Wilmington Trust Corp. A-/Stable/A-2 A-/Negative/A-2 Wilmington Trust Co. DE A/Stable/A-1 A/Negative/A-1 Wilmington Trust N.A. A/Stable/A-1 A/Negative/A-1 Northern Trust Corp. A+/Stable/A-1 AA-/Stable/A-1+ Northern Trust Co. (The) AA-/Stable/A-1+ AA/Stable/A-1+ People's United Financial Inc. BBB+/Stable/-- BBB+/Stable/-- People's United Bank A-/Stable/A-2 A-/Stable/A-2 PNC Financial Services Group A-/Stable/A-2 A/Stable/A-1 PNC Bank N.A., Pittsburgh, PA A/Stable/A-1 A+/Stable/A-1 PNC Funding Corp. A-/Stable/A-2 A/Stable/A-1 Popular Inc. B+/Stable/C B+/Positive/C Banco Popular de Puerto Rico BB/Stable/B BB-/Positive/B Popular International Bank Inc. B+/Stable/-- B+/Positive/-- Popular North America Inc. B+/Stable/C B+/Positive/C Regions Financial Corp. BB+/Stable/B BB+/Stable/B Regions Bank BBB-/Stable/A-3 BBB-/Stable/A-3 Santander BanCorp. BBB/Stable/A-2 A-/Negative/A-2 Banco Santander Puerto Rico BBB/Stable/A-2 A-/Negative/A-2 SunTrust Banks Inc. BBB/Stable/A-2 BBB/Stable/A-2 SunTrust Bank Holding Co. BBB/Stable/-- BBB/Stable/-- SunTrust Bank BBB+/Stable/A-2 BBB+/Stable/A-2 SVB Financial Group BBB+/Stable/-- BBB+/Stable/-- Silicon Valley Bank A-/Stable/-- A-/Stable/-- Synovus Financial Corp. B/Stable/-- BB-/Negative/-- Synovus Bank BB-/Stable/B BB+/Negative/B TCF Financial Corp. BBB/Negative/A-2 BBB/Negative/A-2 TCF National Bank BBB+/Negative/A-2 BBB+/Negative/A-2 Trustmark Corp. BBB+/Stable/A-2 BBB+/Stable/A-2 Trustmark National Bank A-/Stable/A-2 A-/Stable/A-2 U.S. Bancorp A/Stable/A-1 A+/Stable/A-1 U.S. Bank National Association A+/Stable/A-1 AA-/Stable/A-1+ U.S. Bank National Association, ND A+/Stable/A-1 AA-/Stable/A-1+ UMB Financial Corp. A-/Stable/-- A-/Stable/-- UMB Bank N.A. A/Stable/A-1 A/Stable/A-1 Zions Bancorporation BBB-/Negative/A-3 BBB-/Negative/A-3 Zions First National Bank, Salt Lake City, UT BBB/Negative/A-2 BBB/Negative/A-2 BAOSHINN CORP: Reports $62,900 Net Income in Third Quarter ---------------------------------------------------------- Baoshinn Corporation filed its quarterly report on Form 10-Q, reporting net income of $62,931 on $11.2 million of sales for the three months ended Sept. 30, 2011, compared with net income of $17,173 on $8.6 million of sales for the corresponding period in 2010. For the nine months ended Sept. 30, 2011, the Company has reported net income of $158,605 on $30.0 million of sales, compared with net income of $97,209 on $22.4 million of sales for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $4.9 million in total assets, $3.9 million in total liabilities, and stockholders' equity of $986,131. As of Sept. 30, 2011, the Company had an accumulated deficit of $1.0 million and working capital of $950,691. Dominic K.F. Chan & Co, in Hong Kong, expressed substantial doubt about Baoshinn Corporation and its subsidiaries' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditors noted that the Group has accumulated losses. A complete text of the Form 10-Q is available for free at: http://is.gd/ulAURT Based in Kowloon, Hong Kong, Baoshinn Corporation, through its Hong Kong subsidiary, is a ticket consolidator of major international airlines. The Company provides travel services such as ticketing, hotel and accommodation arrangements, tour packages, incentive tours and group sightseeing. BERNARD L. MADOFF: Judge Rakoff to Rule on Claims Computation ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Jed Rakoff will soon be deciding the methodology to use in calculating the most customers of Bernard L. Madoff Investment Securities LLC could be required to pay back for fictitious profits taken out within two years of bankruptcy. According to the report, customers can't agree on the methodology Rakoff should use. Judge Rakoff will make the ruling in the Madoff trustee's lawsuit against Fred Wilpon and the owners of the New York Mets baseball club. The report relates that a group of customers not in the Wilpon suit filed papers urging Judge Rakoff in essence to assume accounts had zero balances two years before bankruptcy. The Wilpon group doesn't agree with the theory, nor does Irving Picard, the Madoff trustee. Mr. Picard makes an example of a customer who even the trustee wouldn't sue. Under the customers' theory, the same customer in Mr. Picard's example would be obliged to return $8 million. The report relates that Mr. Picard and the Wilpon defendants haven't agreed on much in the course of their $1 billion lawsuit. They agree that the other customers' proposal theoretically would benefit some customers while harming others. Mr. Picard originally sued the Wilpon group for $1 billion in principal and profits taken out within six years of bankruptcy. Mr. Rochelle discloses that Judge Rakoff ruled in September that the suit can look back only two years, thus trimming the trustee's maximum recovery to about $300 million. The trial before a jury is scheduled to begin March 19. Mr. Picard is waiting for Rakoff to rule on a motion for permission to go to the U.S. Court of Appeals on the question of whether his suit can look back six years or only two. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of July 15, 2011, a total of US$6.88 billion in claims by investors has been allowed, with US$794.9 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. BERNARD L. MADOFF: Dist. Judge Affirms Bar of Suit vs. Kin ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Alvin K. Hellerstein in Manhattan ruled the bankruptcy judge was correct when he barred customers of Bernard L. Madoff Investment Securities LLC from suing Mr. Madoff's family members. The report relates that in a decision from another district judge, a different group of customers were denied permission to appeal an award of fees to the Madoff trustee and his counsel. According to the report, in February, U.S. Bankruptcy Judge Burton R. Lifland halted customer suits against the Madoff's friends and family, saying they parroted a complaint by the trustee. Judge Lifland said the customers were "usurping causes of action belonging to" the trustee. Customers including the Lautenberg Foundation took an appeal and lost when Judge Hellerstein delivered his opinion orally from the bench at the conclusion of oral argument in November. Judge Hellerstein's order formally denying the appeal was entered on Dec. 5. The report relates that Judge Hellerstein recited how Irving Picard, the trustee, is suing the Madoff family for $200 million. The judge said that the creditors' suits are based on "alleged misrepresentations and lies that every creditor of the estate suffered." Consequently, Judge Hellerstein said, the lawsuit belongs to Mr. Picard in accordance with decisions from the U.S. Court of Appeals in Manhattan. Mr. Rochelle discloses that were creditors permitted to prosecute their own lawsuits against Madoff family members, Judge Hellerstein said, the result would be a "profusion of lawsuits" that would make "it extremely difficult for the trustee to run his lawsuit expeditiously and economically." He said that forcing Madoff family members to defend a plethora of creditor suits would deplete money Mr. Picard aims to recover for the benefit of all creditors. Judge Hellerstein said there was an "adequate basis for the injunction." He also found no abuse of discretion by Lifland. In a 16-page opinion Dec. 6, U.S. District Judge Robert P. Patterson Jr. concluded that customers weren't authorized to attempt an appeal from a decision by the bankruptcy judge in December 2010 granting an interim award of fees and expenses to Picard and his lawyers. Judge Patterson said there wasn't a debatable issue of law required to underpin an appeal before a final award of fees. The report relates that Judge Patterson said the customers came forward with no evidence to rebut the trustee's showing that the Securities Investor Protection Corp. has no "reasonable expectation" of recovering the expenses paid to finance the Madoff liquidation. Consequently, the Securities Investor Protection Act obliges the bankruptcy judge to follow SIPC's recommendation with regard to fees. In this instance, SIPC concluded that the fees should be paid in full in the amount SIPC approved. Judge Patterson, the report adds, also rejected the customers' argument that Mr. Picard has a conflict of interest because he can generate more in fees for himself by suing customers. Judge Patterson said customers "have done nothing to show that the alleged conflict of interest is anything more than hypothetical." About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of July 15, 2011, a total of US$6.88 billion in claims by investors has been allowed, with US$794.9 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. BERTHEL GROWTH: Unit Transfers All Interest in Futurematrix ----------------------------------------------------------- Berthel Growth & Income Trust I previously reported that on Jan. 27, 2009, the United States Court for the Northern District of Iowa entered a Consent Order and Judgment by which the court appointed the U.S. Small Business Administration as the receiver for Berthel SBIC. Berthen SBIC is the Company's wholly-owned subsidiary. Berthel SBIC owned 905,203 shares of common stock of Futurematrix Interventional, Inc. The Securities represented all of the investment of Berthel SBIC in Futurematrix, and there are no other material relationships between Futurematrix and Berthel SBIC, the Company or any of Berthel SBIC's or the Company's affiliates, directors, officers or any associate of any such director or officer. On Nov. 30, 2011, the Receiver entered into a written Securities Purchase Agreement with Allen B. Boswell and James W. Passmore. Pursuant to the Agreement, Berthel SBIC transferred all of its right, title and interest in 452,601 shares of the common stock of Futurematrix to Mr. Boswell for the purchase price of $217,248, and Berthel SBIC transferred all of its right, title and interest in the remaining 452,601 shares of the common stock of Futurematrix to Mr. Passmore for the purchase price of $217,248. Each of Mr. Boswell and Mr. Passmore paid the aforementioned purchase prices in cash at the closing of the transfer of the Securities. The closing occurred on Nov. 30, 2011. No consideration was received by Berthel SBIC in exchange for the transfer of the Securities except for payment of the aforementioned purchase prices in cash and the other covenants, representations and warranties set forth in the Agreement. About Berthel Growth Based in Marion, Iowa, Berthel Growth & Income Trust I was a Delaware business trust that has elected to be treated as a business development company under the Investment Company Act of 1940. The trust's Registration Statement was declared effective June 21, 1995, at which time the trust began offering Shares of Beneficial Interest. The underwriting period was completed on June 21, 1997, with a total of $10,541,000 raised. The trust is a closed-end management investment company intended as a long-term investment and not as a trading vehicle. At Sept. 30, 2008, the Trust had $2,760,919 in total assets and $9,565,186 in total liquidation. BING CONSTRUCTION: Bankr. Court Affirms Contract Rejection Order ---------------------------------------------------------------- Bankruptcy Judge Thomas J. Tucker affirmed an earlier ruling allowing Bing Construction Company to reject a pre-bankruptcy construction deal with Julius Dixon and Arleathier Dixon. Judge Tucker denied the Dixons' request for reconsideration of that decision, saying it would cost the Debtor substantially more to assume and perform under the contract than the remaining payments to be made by the Dixons. The Court directed the Dixons to file a proof of claim asserting a claim or amend any existing claim to assert any rejection damages arising from the rejection of the contract. A copy of Judge Tucker's Dec. 2, 2011 Order is available at http://is.gd/7tJ7Twfrom Leagle.com. Bing Construction Company, aka Bing Custom Homes, based in Bloomfield Hills, Michigan, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 11-57853) on June 28, 2011. Judge Thomas J. Tucker presides over the case. Howard M. Borin, Esq., John J. Stockdale, Jr., Esq., and Michael E. Baum, Esq. -- hborin@schaferandweiner.com , jstockdale@schaferandweiner.com and mbaum@schaferandweiner.com -- -- at Schafer and Weiner, PLLC, serve as the Debtor's counsel. The Debtor estimated under $50,000 in assets and debts of $1 million to $10 million. The petition was signed by Ralph Binggeser, authorized person. BORDERS GROUP: Kobo Sale to Fetch $32MM; Court Seals Documents -------------------------------------------------------------- Bankruptcy Judge Martin Glenn gave Borders Group, Inc., the green light to file under seal the documents related to the planned sale of its 10% stake in Kobo, Inc. The Debtors hold 10% of Kobo common stock and are parties to an Amended and Restated Unanimous Shareholder Agreement by and among Kobo and each of its shareholders. Kobo's stock is subject to a variety of transfer restrictions and provisions for the corporate governance of Kobo. Kobo's stock is also subject to first-refusal rights and participation rights under Kobo's organization documents and the Shareholder Agreement. On Nov. 8, 2011, 2303202 Ontario Inc. as Purchaser, Rakuten Inc., as guarantor, certain shareholders and key management option- holders of Kobo, and Kobo entered into a Share Purchase Agreement. The Purchaser agreed to acquire Kobo by purchasing all of the outstanding shares of Kobo for roughly $315 million, less certain adjustments contained in the SPA. The SPA also includes mutual releases. The SPA also provides that any Kobo shareholder may join the transaction by executing a joinder entitling them to their pro rata share of the Purchase Price and binding such party to the terms and benefits of the SPA. Borders Group is seeking Court authorization to enter into a Joinder Agreement to sell its interests in Kobo pursuant to the terms of the SPA to the Purchaser for roughly $27.5 million to $32 million. The Debtors, however, intend to file a redacted copy of the SPA with the Kobo Sale Motion to protect confidential and commercially sensitive business information of Kobo and the Purchaser. The Bankruptcy Court will hear the Kobo Sale Motion at a hearing on Dec. 20, 2011. A copy of Judge Glenn's Dec. 7, 2011 Memorandum Opinion is available at http://is.gd/vJv6zffrom Leagle.com. Alison D. Bauer, Esq. -- abauer@torys.com -- at Torys LLP, argues for Indigo Books and Music, Inc. Jenette Barrow-Bosshart, Esq. -- jbarrow@oshr.com -- at Otterbourg, Steindler, Houston & Rosen, P.C., represents 2303202 Ontario Inc. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. The Court will convene a hearing to consider confirmation of the Liquidating Plan on Dec. 20, 2011. Bankruptcy Creditors' Service, Inc., publishes BORDERS BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Borders Group Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BRIGHAM EXPLORATION: Fargo Extends Tender Offer to Dec. 7 --------------------------------------------------------- On Oct. 17, 2011, Brigham Exploration Company, entered into an Agreement and Plan of Merger with Statoil ASA, and Fargo Acquisition Inc., or "Merger Sub", an indirect wholly owned subsidiary of Parent, pursuant to which Merger Sub commenced an offer on Oct. 28, 2011, to acquire all of the outstanding shares of the Company's common stock, par value $0.01 per share, for $36.50 per Share, net to the stockholders in cash, without interest thereon and less any applicable withholding taxes. The initial offering period for the Offer expired at 12:00 midnight, New York City time, at the end of Wednesday, Nov. 30, 2011. According to the American Stock Transfer & Trust Company, LLC, the depositary for the Offer, as of the Expiration Date, approximately 96,913,613 million Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which tendered Shares represent approximately 81.76% of the total outstanding Shares as of the Expiration Date. According to the Depositary, as of the Expiration Date, the Depositary had also received commitments to tender 7,115,922 additional Shares under the guaranteed delivery procedures for the Offer. On Dec. 1, 2011, Merger Sub accepted for payment, and stated that it would promptly pay for, all Shares validly tendered and not validly withdrawn on or prior to the Expiration Date. Pursuant to the Merger Agreement, Merger Sub has elected to provide a subsequent offering period for all remaining untendered Shares, which commenced on Dec. 1, 2011, and will expire at 12:00 midnight, New York City time, at the end of Wednesday, Dec. 7, 2011. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will receive the same purchase price as paid pursuant to the Offer of $36.50 per Share, net to the stockholders in cash, without interest, less any applicable withholding taxes. Shares properly tendered during the subsequent offering period will be accepted as they are tendered and paid for promptly as they are received. As previously announced in the Company's Schedule 14D-9, the Company's Board of Directors authorized on Nov. 2, 2011, (a) a conditional partial redemption of the Company's 8.750% Senior Notes due 2018, governed by an Indenture dated Sept. 27, 2010, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee, and (b) a conditional redemption of the Company's 6-7/8% Senior Notes due 2019, governed by an Indenture dated May 19, 2011, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee. 2018 Note Redemption Pursuant to the 2018 Note Redemption, the Company agreed, subject to specified conditions, to redeem $105 million in principal amount of the 2018 Notes, out of a total outstanding principal amount of $300 million, at a redemption price equal to 108.750% of the principal. The 2018 Note Redemption was conditioned upon the consummation by the Company of an equity offering prior to the redemption in an amount sufficient to consummate the redemption, and such equity offering was conditioned upon (1) the occurrence of the Acceptance Time in connection with the Offer and (2) the approval of such equity offering by the Company's Board after the Acceptance Time. 2019 Note Redemption Pursuant to the 2019 Note Redemption, the Company agreed to, subject to specified conditions, redeem (a) $105 million in principal amount of the 2019 Notes, out of a total outstanding principal amount of $300 million, at a redemption price equal to 106.875% of principal, and (b) the remaining $195 million in principal amount of the 2019 Notes at a redemption price equal to 110.0% of principal. The redemption of Tranche A was conditioned upon the consummation by the Company of an equity offering prior to the redemption in an amount sufficient to consummate the redemption, and such equity offering was conditioned upon (1) the occurrence of the Acceptance Time in connection with the Offer and (2) the approval of such equity offering by the Board after the Acceptance Time. The redemption of Tranche B is conditioned upon the consummation of the merger or Merger Sub with and into the Company pursuant to the Merger Agreement. On Dec. 5, 2011, the Company's Board approved an equity offering of 6,249,857 newly-issued shares of the Company's common stock, par value $0.01 per share, to Merger Sub for an aggregate purchase price of $228,119,791, the proceeds of which were used to redeem the $105 million in principal amount of the 2018 Notes and Tranche A of the 2019 Notes. The shares of common stock were issued in reliance on Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Merger Sub represented to the Company that it is an "accredited investor" as defined in Regulation D. As described in the Introductory Note above, at the Acceptance Time, Merger Sub accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date. As a result of the acceptance of such Shares, a change in control of the Company occurred. Parent has reported that the funds for the purchase of Shares by Merger Sub pursuant to the Offer came from Parent's available cash. As the final step of the acquisition process, upon the expiration of the subsequent offering period at 12:00 midnight, New York City time, at the end of Wednesday, Dec. 7, 2011, if Parent and its Affiliates own at least 90% of the outstanding Shares of the Company, then Parent and Merger Sub expect to effect the Merger as promptly as practicable as a short-form merger under Delaware law, with the Company surviving. If, upon the expiration of the subsequent offering period at 12:00 midnight, New York City time, at the end of Wednesday, Dec. 7, 2011, Parent and its Affiliates do not own at least 90% of the outstanding Shares, but own a sufficient number of Shares to exercise the Top-Up Option pursuant to the terms and conditions of the Merger Agreement, then Merger Sub expects to exercise the Top-Up Option as promptly as practicable and, as promptly as practicable thereafter, to effect a short-form merger under Delaware law to consummate the Merger. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger will cease to be issued and outstanding and will be converted into the right to receive an amount in cash equal to the Offer Price, without interest. Following the Merger, Shares will no longer be listed on the NASDAQ Global Select Market. The Merger Agreement also provided Parent and Merger Sub with certain rights to designate Board members, which rights were exercised on Dec. 5, 2011w. On Dec. 5, 2011, pursuant to the terms of the Merger Agreement, upon the payment for Shares tendered into the Offer, Parent became entitled to designate a number of individuals, rounded up to the next whole number, to the Company's Board that is equal to the percentage of the total outstanding Shares held by Parent, Merger Sub and their affiliates. Effective as of Dec. 5, 2011, in accordance with the Merger Agreement and the Company's charter documents, the Board increased the size of the Board from seven members to nine members and the following directors resigned from the Board: Ben M. "Bud" Brigham, David T. Brigham, Harold D. Carter and Hobart A. Smith. Following the effectiveness of the increase in the size of the Board and the resignations of such directors and in accordance with the terms of the Merger Agreement and the Company's charter documents, the Board filled the vacancies created by such newly created directorships and resignations by appointing the following designees of Parent to serve as directors of the Company: Jason Nye, Heidi Wolden, Kathy Kanocz, Andrew Byron Winkle, Paul Owen and Irene Rummelhoff. Committee appointments for such newly appointed directed have not yet been determined. About Brigham Exploration Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP) -- http://www.bexp3d.com/-- is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. In late 2007, the majority of the Company's drilling capital expenditures shifted from its historically active areas in the Onshore Gulf Coast, the Anadarko Basin and West Texas to the Williston Basin in North Dakota and Montana, where the Company is currently targeting the Bakken, Three Forks and Red River objectives. The Company's balance sheet at Sept. 30, 2011, showed $1.74 billion in total assets, $973.68 million in total liabilities, and $773.03 million in total stockholders' equity. * * * As reported by the TCR on Feb. 18, 2011, Moody's Investors Service upgraded Brigham Exploration Company's Corporate Family Rating to B3 from Caa1 and the Probability of Default Rating to B3 from Caa1. "The primary driver for the upgrade is Brigham's strong reserve and production growth and significant financial flexibility," said Francis J. Messina, Moody's Vice President. "The B3 Corporate Family Rating is prospective and it incorporates Moody's expectation that the company will significantly increase proved developed reserves and production rates over the next two years." CAJA DE AHORROS: Sabadell to Buy Bank in Assisted Deal ------------------------------------------------------ Dow Jones' Daily Bankruptcy Review reports that Spain's central bank said that it has agreed to hand over seized savings bank Caja de Ahorros del Mediterraneo to Banco de Sabadell SA, in a heavily assisted deal that will position the midsize Catalan bank as the country's fifth-largest lender. CAM is a savings bank that attracts deposits and provides commercial banking services in Spain. In September 2011 Spain's central bank kicked off the sale of CAM a day after the bailed-out lender disclosed huge losses and triggered new fears about the health of the country's ailing savings banks. Bank of Spain's adviser in the sale is Bank of America Merrill Lynch. CAMARILLO PLAZA: Wants to Use Shopping Center Revenues ------------------------------------------------------ Camarillo Plaza LLC seeks authority from the Bankruptcy Court to use revenues generated from its shopping center to fund operations while in bankruptcy. The Debtor acknowledges the shopping center, and the related equipment and revenues may constitute collateral in which one or more of its creditors have a claim or lien or other security interest. The Debtor believes the value of the collateral is $21 million. The Debtor disclosed that rental income from the shopping center is $108,822 per month on average for the last 10 months. This is scheduled to go up to $131,620 in March 2012 because of two new tenants. Wells Fargo Bank holds a first lien on the Debtor's assets on account of a $12.42 million loan. The Debtor pays $99,000 a month to the bank. The Debtor said there's equity in the collateral valued at $8.58 million. The United States Trustee is represented in the case by: Hatty K. Yip, Esq. Office of the UST/DOJ 725 S Figueroa St 26th Fl Los Angeles, CA 90017 Tel: 213-894-1507 Fax: 213-894-2603 E-mail: hatty.yip@usdoj.gov - and - Russell Clementson, Esq. 725 S Figueroa Ste 2600 Los Angeles, CA 90017 Tel: 213-894-4505 Fax: 213-894-2603 E-mail: russell.clementson@usdoj.gov Shopping center operator Camarillo Plaza, LLC, based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-59637) on Dec. 5, 2011. Judge Sheri Bluebond was assigned to the case. At the Debtor's behest the next day, the case was transferred to the Northern Division (Bankr. C.D. Calif. Case No. 11-bk-15562). The case in the Los Angeles Division was closed, and Judge Robin Riblet replaced Judge Bluebond. Janet A. Lawson, Esq. -- jlawsonlawyer@gmail.com -- serves as the Debtor's counsel. It scheduled assets of $21,646,714 and debts of $12,286,585. The petition was signed by Aaron Arnold Klein, managing partner. CANO PETROLEUM: Clint Carlson Discloses 6.3% Equity Stake --------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Clint D. Carlson and his affiliates disclosed that, as of Dec. 2, 2011, they beneficially own 2,860,000 shares of common stock of Cano Petroleum, Inc., representing 6.3% of the shares outstanding. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 45,057,992 shares outstanding, which is the total number of Shares issued and outstanding as of Oct. 27, 2011, as reported by the Company on its Form 10-K/A for the fiscal year ended June 30, 2011, filed on Oct. 28, 2011. As previously reported by the TCR on March 10, 2011, Mr. Carlson disclosed beneficial ownership of 4,181,598 shares or 9.2% equity stake. A full-text copy of the amended Schedule 13D is available at: http://is.gd/4vCHjt 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. CATASYS INC: Terren Peizer Discloses 53.4% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Terren S. Peizer and his affiliates disclosed that, as of Aug. 17, 2011, they beneficially own 17,524,773 shares of common stock of Catasys, Inc., representing 53.37% of the shares outstanding. A full-text copy of the amended Schedule 13D is available at http://is.gd/7al2iT About Hythiam, Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company reported a net loss of $19.99 million on $448,000 of total revenues for the twelve months ended Dec. 31, 2010, compared with a net loss of $9.15 million on $1.53 million of total revenues during the prior year. The Company also reported a net loss of $1.32 million on $207,000 of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $7.53 million on $338,000 of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.04 million in total assets, $5 million in total liabilities and a $1.95 million total stockholders' deficit. Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010. Bankruptcy Warning As of Nov. 9, the Company had a balance of approximately $243,000 cash on hand. The Company had working capital deficit of approximately $3.5 million at Sept. 30, 2011, and has continued to deplete its cash position subsequent to Sept. 30, 2011. The Company has incurred significant net losses and negative operating cash flows since its inception. The Company could continue to incur negative cash flows and net losses for the next twelve months. The Company's current cash burn rate is approximately $450,000 per month, excluding non-current accrued liability payments. The Company expects its current cash resources to cover expenses through November 2011, however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. The Company will need to immediately obtain additional capital and there is no assurance that additional capital can be raised in an amount which is sufficient for the Company or on terms favorable to its stockholders, if at all. If the Company does not immediately obtain additional capital, there is a significant doubt as to whether the Company can continue to operate as a going concern and the Company will need to curtail or cease operations or seek bankruptcy relief. If the Company discontinues operations, the Company may not have sufficient funds to pay any amounts to stockholders. CATASYS INC: Issues $2.2MM Secured Convertible Notes to Socius -------------------------------------------------------------- Catasys, Inc., on Nov. 30, 2011, completed a private placement of notes and warrants with Socius Capital Group, LLC, an affiliate of Terren Peizer, the Company's Chairman and CEO. The current placement increases Socius's investment in the secured convertible promissory notes and warrants to $1,205,000 since August 2011 and Socius's investment in the Company to $3.42 million since November 2010. After giving effect to the latest investment, the Company's Chairman and CEO beneficially owns 53.4% of the Company, including shares underlying warrants, convertible notes, and options. In total the Company has issued $2,235,000 in secured convertible promissory notes and warrants to Socius and David E. Smith, a Company affiliate, since August 2011. The Company anticipates that the holders of the secured convertible promissory notes will convert those notes into a Qualified Financing, but there can be no assurance that those holders will do so. On Nov. 30, 2011, the Company issued a Third Amended and Restated Secured Convertible Promissory Note to Socius to increase the outstanding principal amount under the Second Amended and Restated Socius Note by $235,000 in exchange for a loan in such increased amount from Socius. The Company had previously issued a Second Amended and Restated Secured Convertible Promissory Note dated Nov. 15, 2011, to Socius in the principal amount of $970,000, as previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on Nov. 15, 2011. In connection with the Third Amended and Restated Note additional warrants were issued to Socius to purchase an additional 903,846 shares of the Company's common stock, par value $0.0001 per share, at an exercise price of $0.32 per share, which amended and restated the Second Amended and Restated Warrant dated Nov. 15, 2011. The exercise price of or number of shares of Common Stock underlying the Third Amended and Restated Warrants are subject to adjustment for stock splits, stock dividends, certain fundamental transactions, and financings and share issuances below the initial exercise price. The Third Amended and Restated Note matures on Jan. 5, 2012, and bears interest at an annual rate of 12% payable in cash at maturity, prepayment or conversion. The Third Amended and Restated Note and any accrued interest are convertible at the holder's option into common stock or securities issued in the next financing the Company enters into in an amount of at least $2,000,000. The conversion price for the Third Amended and Restated Note is equal to the lower of (i) $0.26 per share of Common Stock, and (ii) the lowest price per share of Common Stock into which any security is convertible in any Qualified Financing. About Hythiam, Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company reported a net loss of $19.99 million on $448,000 of total revenues for the twelve months ended Dec. 31, 2010, compared with a net loss of $9.15 million on $1.53 million of total revenues during the prior year. The Company also reported a net loss of $1.32 million on $207,000 of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $7.53 million on $338,000 of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.04 million in total assets, $5 million in total liabilities and a $1.95 million total stockholders' deficit. Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010. Bankruptcy Warning As of Nov. 9, the Company had a balance of approximately $243,000 cash on hand. The Company had working capital deficit of approximately $3.5 million at Sept. 30, 2011, and has continued to deplete its cash position subsequent to Sept. 30, 2011. The Company has incurred significant net losses and negative operating cash flows since its inception. The Company could continue to incur negative cash flows and net losses for the next twelve months. The Company's current cash burn rate is approximately $450,000 per month, excluding non-current accrued liability payments. The Company expects its current cash resources to cover expenses through November 2011, however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. The Company will need to immediately obtain additional capital and there is no assurance that additional capital can be raised in an amount which is sufficient for the Company or on terms favorable to its stockholders, if at all. If the Company does not immediately obtain additional capital, there is a significant doubt as to whether the Company can continue to operate as a going concern and the Company will need to curtail or cease operations or seek bankruptcy relief. If the Company discontinues operations, the Company may not have sufficient funds to pay any amounts to stockholders. CDC CORP: Seeks Approval to Employ Moelis as Financial Advisor -------------------------------------------------------------- CDC Corp. asks the U.S. Bankruptcy Court for the Northern District of Georgia for authority to employ Moelis & Company LLC as its financial advisor and investment banker, nunc pro tunc to Nov. 10, 2011. Moelis will, among other things: a) undertake, in consultation with members of management of the Company and Business, a customary business and financial analysis of the Company and the business; b) assist the Company in reviewing and analyzing a potential Debt Transaction, Equity Transaction, Division Sale Transaction, CDC Software Sale Transaction or a Restructuring Transaction; c) assist the Company in identifying potential Purchasers of a Debt Capital Transaction and/or an Equity Capital Transaction and potential Acquirers of a Division Sale Transaction and/or a CDC Software Sale Transaction; d) contact potential Purchasers and Acquirers that Moelis and the Company have agreed may be appropriate for a Transaction, and meet with and provide them such information about the Company or the Business as may be appropriate and acceptable to the Company, subject to customary business confidentiality; e) assist the Company in preparing Information Materials to be distributed to potential Purchasers and Acquirers; f) assist the Company in developing a strategy to effectuate the Transaction; and g) assist the Company, upon further request, in structuring and negotiating the Transaction and participate in such negotiations as requested. The Debtor has agreed to pay Moelis the proposed compensation based on the Engagement Letter: a) Monthly Retainer Fee. A nonrefundable monthly retainer fee of $100,000 per month, payable in advance for the period commencing on the Commencement Date until the termination of the Engagement Letter. The first payment of the Monthly Retainer Fee shall be payable on the Order Date and shall cover the period from the Commencement Date until the Order Date pro-rated for any partial months included), and subsequent payments will be payable on each monthly anniversary of the Order Date. After the Company pays Moelis three full Monthly Retainer Fees, Moelis agrees to credit 25% of the subsequent three Monthly Retainer Fees paid to Moelis, on a dollar-for-dollar basis, against a CDC Software Sale Transaction Fee; Moelis further agrees to credit 50% of all subsequent Monthly Retainer Fees (that is after the first full six Monthly Retainer Fees) paid to Moelis, on a dollar-for-dollar basis, against a CDC Software Sale Transaction Fee, up to a maximum credit of all Monthly Retainer Fees credited of $300,000. b) Capital Transaction Fee. A transaction fee, payable promptly at the closing of each Debt Capital Transaction and an Equity Capital Transaction equal to: * 3.0% of the gross amount or face value of any Debt Capital Transaction (including any unfunded commitments), Plus * 5.0% of the gross amount or face amount of any Equity Capital Transaction. The Company will pay a separate Capital Transaction Fee in respect of each Capital Transaction in the event that more than one Capital Transaction occurs. c) Sale Transaction Fee. A transaction fee, payable promptly at the closing of each Division Sale Transaction or CDC Software Sale Transaction equal to: * with respect to eight potential purchasers who have signed Letters of Intent with the Company as of the Commencement Date ("Identified Purchasers"): (i) 1.5% of Transaction Value for amounts up to $7.50 per share; plus (ii) 2.5% of Transaction Value for amounts in excess of $7.50 per share; and * with respect to other purchasers: (i) 1.5% of Transaction Value for amounts up to $5.50 per share; plus (ii) 2.5% of Transaction Value for amounts in excess of $5.50 per share; and The Debtor will pay a separate Sale Transaction Fee in respect of each Sale Transaction in the event that more than one Sale Transaction occurs. d) Restructuring Transaction Fee. At the closing of a Restructuring, a nonrefundable cash fee of $2.0 million. For the avoidance of doubt, (i) in the event a Sale Transaction Fee for a CDC Software Sale Transaction is paid to Moelis, a Restructuring Fee shall not be payable to Moelis. If the Company receives a dividend which is used to repay or resolve the Evolution claim that will constitute a Restructuring Transaction (unless the dividend is proceeds from a CDC Software Sale Transaction for which a Sale Transaction Fee is payable). e) Termination Fee. A termination fee equal to 25% of any "termination fee," "break-up fee," "topping fee," "expense reimbursement" or other form of compensation payable to the Company (or the Business) or of the value of any option to purchase any securities or assets that the Company (or the Business) has been granted if, after the execution of an agreement in principle, letter of intent, definitive agreement or similar agreement for a Transaction, the Transaction fails to close and the Company (or the Business) receives any such compensation or option. The Company will pay the Termination Fee when it receives any such compensation or is able to exercise any such option. If the Company (or the Business) receives any such compensation in the form of, or receives an option for, securities or assets, the value will be the fair market value on the day the Company receives such compensation or are able to exercise such option. f) Expenses. Whether or not any Transaction is consummated, the Company will reimburse Moelis for all of its reasonable out of pocket expenses for travel, copying, delivery, telephone, etc. as they are incurred in entering into and performing services; provided, however, that prior approval of the Company will be required if the expenses exceed $75,000. In addition, the Debtor agrees to reimburse Moelis for its customary and reasonable expenses incurred by Moelis in connection with the matters contemplated by the Engagement Letter, including, without limitation, reasonable fees, disbursements, and other charges of Moelis' counsel. g) Form of Payment. All fees, expenses and any other amounts payable hereunder are payable in U.S. dollars. In addition, if, at any time prior to the expiration of 12 months following the termination of the Engagement Letter, the Company enters into an agreement or a plan of reorganization is filed that subsequently results in a Transaction, or consummates a Transaction, then the Company will pay Moelis the Capital Transaction Fee or the Sale Transaction Fee (as the case may be) as specified in cash promptly upon the closing of each such Transaction. If, at any time prior to the expiration of 12 months following the termination of the Engagement Letter, the Company enters into an agreement or a plan of reorganization is filed for a Transaction and the Transaction subsequently fails to close then the Company will pay Moelis the Termination Fee upon receipt of any compensation or option as specified. John P. Joliet, managing director of Moelis & Company, attests that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About CDC Corp Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corporation, doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. The Debtor estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. CENTURION PROPERTIES: To Seek Plan Confirmation at Dec. 15 Hearing ------------------------------------------------------------------ On Nov. 9, 2011, U.S. Bankruptcy Judge Frank L. Kurtz approved the Second Amended Disclosure Statement accompanying Century Properties III, LLC's Second Amended Plan of Reorganization, dated Oct. 21, 2011. The Debtor will seek confirmation of the Amended Plan at a hearing on Dec. 15, 2011, commencing at 9:00 a.m. The last day for filing with the Court written votes to accept or reject the Plan is fixed at Dec. 9, 2011. The last day for filing and serving, pursuant to Bankruptcy rule 3020(b)(1), written objections to confirmation is fixed at Dec. 12, 2011. As reported in the TCR on Oct. 27, 2011, the Plan is premised on the Reorganized Debtor's ability to obtain replacement financing for General Electric Capital Corp.'s Allowed secured Claim on or before Dec. 9, 2012, or, in the alternative, all of the Debtor's cash will be turned over to GECC and the Battelle Leaseholds will be sold subject to GECC's credit bid by Dec. 10, 2012. The Plan is premised on funding through "new equity contributions" and continued use of GECC's cash collateral with GECC's prior consent. The Plan also provides for completion of pending litigation to determine the nature, extent, amount and validity of disputed Claims, as well as the pursuit of affirmative claims against Defendants for purposes of judgments in favor of the Debtor. The Debtor's Plan will be funded and implemented by: 1. New Equity Contribution/Cash Contribution - On the Effective Date, SMI Group XIV, LLC will contribute $50,000, a waiver of a $750,000 administrative claim of SMI Group XIV, LLC, and a waiver of payment of the $257,133.77 general unsecured claim of Sigma Management, Inc. The contributions will be in exchange for 100% of the New Equity Interests of the Reorganized Debtor. 2. Refinancing - The Debtor has until Dec. 9, 2012, to consummate refinancing of the GECC Loan. With the assistance of Savills LLC, the Debtor anticipates a commitment for refinancing the property within the next 180 days, if not sooner. The anticipated amount of the new loan is estimated to be in the range of $62 million to $68 million. 3. Sale Deadline/Sale of Property - If the Battelle Leaseholds have not been sold or refinanced and a payoff of GECC has not occurred, the Debtor will sell the Battelle Leaseholds on Dec. 10, 2012. The Court will hold a hearing at which the Battelle Leaseholds will be sold to the highest bidder. At the sale hearing, GECC or its assignee will be deemed to have made a "credit" bid to acquire the Battelle Leaseholds. 4. Cash Reserves/Business Operations - As of Oct. 1, 2011, the Debtor holds $3.5 million on deposit with Washington Trust Bank. The money has been derived through ongoing business operations and is GECC's Cash Collateral, and may be used only with GECC's consent. The Debtor believes the Cash Collateral fund will be sufficient to fund the ongoing operations of the Reorganized Debtor and will be replenished with future revenue from the Battelle Leaseholds. The Plan provides for these classification and treatment of claims: A. Administrative claims - Consisting of professional fees totaling $566,736 through Oct. 31, 2011, will be paid as an administrative expense. B. Class 1 (Benton County Treasurer) totaling $446,545 is unimpaired under the Plan. These claims will be paid in full within 30 days of Effective Date, plus statutory interest and penalties. C. Class 2 (General Electric Capital Corporation) totaling $60,182,140, plus all unpaid default and non-default interest owing under the Loan Documents is impaired under the plan. The claim will treated in accordance with the terms of GECC Settlement Agreement. D. Class 3 (General Unsecured Claims) estimated to be less than $25,000 in unimpaired. The claims will paid in full within the later of 30 days of the Effective Date or when the claims become allowed. E. Class 4 (Equity Funding, Umpqua Bank, U.S. Bank) consisting of disputed claims totaling $5,313,602, is impaired. These claims will be paid, with interest, to the extent allowed and funds are available, within 60 days after Class 2 is paid in full. Class 4 will be treated pari passu with Classes 5 and 6 or as otherwise ordered by the Court. If the Battelle Leaseholds are sold to GECC subject to GECC's credit bid, Class 4 will take nothing under the Plan. F. Class 5 (Centrum Financial Services, Umpqua Bank, U.S. Bank) consists of disputed claims totaling $10,312,787 is impaired. These claims will be paid, with interest, to the extent allowed and funds are available, within 60 days after Class 2 is paid in full. The claims will be treated pari passu with Classes 4 and 6 or as otherwise ordered by the Court. If the Battelle Leaseholds are sold to GECC subject to GECC's credit bid, Class 5 will take nothing under the Plan. G. Class 6 (Trident Investments) is impaired and disallowed under the Plan. H. Class 7 (Centurion Pacific, LLC) consisting of disputed claims of $4,047,772 is impaired under the Plan. These claims will be paid, with interest, to the extent allowed and funds are available, within 45 days after Classes 4-6 are paid in full, to the extent allowed. If the Battelle Leaseholds are sold to GECC subject to GECC's credit bid, Class 7 will take nothing under the Plan. I. Class 8 (Centurion Southwest, LLC) consisting of disputed claims totaling $12,980,918 is impaired under the Plan. These claims will be paid, with interest, to the extent allowed and funds are available, within 30 days after Class 7 is paid in full, to the extent allowed. If the Battelle Leaseholds are sold to GECC subject to GECC's credit bid, Class 8 will take nothing under the Plan. J. Class 9 (Sigma Management, Inc.) totaling $257,134, is impaired under the Plan. The claim will be paid to the extent funds are available after full payment of Class 8. K. Class 10 (CPIII's Membership Interests) will be canceled. A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/CENTURION_2ndamendeddisclosure.pdf About Centurion Properties Kennewick, Washington-based Centurion Properties III, LLC, was established in 2006 for the sole purpose of acquiring real estate project Battelle Leaseholds located in Richland, Washington. Its sole asset is its leasehold interests in the Battelle Memorial Institute Campus and improvements, valued in excess of $90 million. CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 10-04024) on July 9, 2010. John D. Munding, Esq., at Crumb & Munding, assists the Company in its restructuring effort. The United States Trustee was unable to appoint a creditors committee in the case. The Company estimated its assets and debts at $50 million to $100 million. CITIZENS CORP: Tennessee Commerce Seeks Trustee ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Tennessee Commerce Bank filed a motion this week asking the bankruptcy judge in Nashville to appoint a trustee for Citizens Corp. Citizens, a non-operating holding company, previously filed papers hoping the bankruptcy judge will require the bank to give up control of its operating subsidiary, non-bankrupt Financial Data Technology Corp. Exercising a pledge of the stock of FiData, the bank had taken the subsidiary over before the bankruptcy filing. FiData provides information technology services to Tennessee banks. According to the report, Tennessee Commerce's Dec. 6 motion tells the bankruptcy judge why a Chapter 11 trustee should take over Citizens. The motion, to be argued in bankruptcy court Jan. 18, alleges that Citizen's Chairman Marion E. Lowery improperly took $3.6 million out of FiData less than two years before bankruptcy. The bank charges in its court filing that Lowery used the withdrawn funds "to pay his personal obligations." As a result of the withdrawals, Tennessee Commerce charges that FiData "was unable to pay creditors in a timely manner and has been on the verge of being shut down by certain critical vendors." Mr. Rochelle relates that the bank says it's owed $19.2 million. The bank said it believes the FiData stock, representing collateral for the loan, is worth less than the debt. When the loan went into default, the bank began exercising voting rights and removed the FiData board in August. About Citizens Corp. Franklin, Tennessee-based Citizens Corp. operates a mortgage brokerage business. Citizens Corp. filed for Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011. Judge George C. Paine, II presides over the case. Robert J. Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. Marion Ed Lowery, a former owner of Peoples State Bank of Commerce of Nolensville and various other entities, serves as chairman of the company. He signed the Chapter 11 petition. Lenders Tennessee Commerce Bank is represented by David W. Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP. Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net CLARE OAKS: Ill. Retirement Community Files for Chapter 11 ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Clare Oaks, a continuing-care community with 317 units and beds, filed for Chapter 11 reorganization (Bnakr. N.D. Ill. Case No. 11-48903) on Dec. 5 in Chicago. The not-for-profit facility has 164 independent living units, 17 assisted living units, 16 memory care units, and 120 skilled nursing beds. The Bartlett, Illinois, campus is 41 acres (17 hectares). The petition says assets are $107.2 million and debt totals $136.9 million. The Sisters of St. Joseph of the Third Order of St. Francis developed the project and own the land. According to the report, as with other senior facilities seeking bankruptcy protection recently, Clare Oaks blamed financial problems on the difficulty prospective residents have in selling their homes and the decline in retirees' investment portfolios. The project was financed with $112.7 million in bonds issued through the Illinois Finance Authority. Construction began in 2006. CLEARWIRE CORP: Chesapeake Owns 5.4% of Class A Shares ------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Chesapeake Partners Management Co., Inc., and its affiliates disclosed that, as of Oct. 13, 2011, they beneficially own 13,840,269 shares of Class A common stock of Clearwire Corporation representing 5.4% of the shares outstanding. A full- text copy of the filing is available at http://is.gd/ZdF0ZY About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire's 4G mobile broadband network serves 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss of $2.30 billion on $556.82 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.25 billion on $274.46 million of revenue during the prior year. The Company also reported a net loss attributable to Clearwire Corporation of $480.48 million on $891.59 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss attributable to Clearwire of $359.42 million on $359.95 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $8.76 billion in total assets, $5.15 billion in total liabilities and $3.61 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. "The downgrade reflects our concerns that the company may choose to skip its $237 million of interest payments due on Dec. 1, 2011," explained Standard & Poor's credit analyst Allyn Arden. "With about $698 million of cash on the balance sheet, Clearwire has sufficient funds to pay the remaining interest expense due in 2011, although Standard & Poor's believes that it would still have to raise significant capital to maintain operations in 2012 despite the cost-reduction measures it has already achieved. If Clearwire elected to make the interest payment, we believe that it would exit 2011 with around $350 million to $400 million in cash, which assumes less than $100 million of capital expenditures and EBITDA losses. We do not believe that this cash balance will be sufficient to cover free operating cash flow (FOCF) losses and a Long-Term Evolution (LTE) wireless network overlay in 2012 and that the company will require additional funding during the year." CONTESSA PREMIUM: To Seek Confirmation of Plan at Dec. 15 Hearing ----------------------------------------------------------------- On Nov. 4, 2011, the U.S. Bankruptcy Court for the Central District of California approved the Second Amended Disclosure Statement describing Contessa Premium Foods, Inc.'s Chapter 11 Plan of Liquidation dated Nov. 3, 2011. The Debtor will seek confirmation of its Plan at a hearing on Dec. 15, 2011, at 2:30 p.m. The Voting Record Date will be Oct. 11, 2011. The Court fixed Dec. 9, 2011, as the Voting Deadline and Confirmation Objection Deadline. The Deadline for Debtor's Brief/ Reply in support of Confirmation is Dec. 12, 2011. The Plan is a liquidating plan. The Plan's objective is to liquidate (as applicable) and distribute all Assets to Holders of Allowed Claims and Allowed Unclassified Claims. Interest Holders will not receive or retain anything on account of their Interests under the Plan. The sources of all Distributions and payments under this Plan are and will be Cash (i) held by the Debtor on the Effective Date, and (ii) available after the Effective Date from, among other things, and the liquidation of the Debtor's remaining Assets including the prosecution or settlement of Causes of Action. The Debtor and the Official Committee of Unsecured Creditors, as a supporter of the Plan, both recommend that (a) Wells Fargo Northwest, as the Holder of the Class 2a Claim, votes to accept the Plan; and (b) the Holders of claims in Classes 3 and 4 vote to accept the Plan. Class 2a Claim consists solely of Claim 57 submitted by Wells Fargo Northwest for rejection damages in connection with that certain Aircraft Lease. The Wells Fargo Aircraft Lease Claim will be treated in one of the following two ways to be selected by Wells Fargo Northwest: (i) Wells Fargo Northwest, on account of the Wells Fargo Aircraft Lease Claim, will be deemed (by the Plan and by Wells Fargo Northwest voting to accept the Plan on its Class 2a Ballot) to have an Allowed Class 2a Claim in the amount of $1,609,379, and will receive in full satisfaction, settlement, release and discharge of such Allowed Class 2a Claim (I) a single Cash payment in the amount of $1,300,000 on the Effective Date, (II) plus a full and complete release and exculpation under the Plan by inclusion of Wells Fargo and Wells Fargo Northwest as a Debtor Released Party, Exculpation Party, and Released Party; or (ii) Wells Fargo Northwest, on account of any Wells Fargo Aircraft Lease Claim that ultimately becomes an Allowed Class 2a Claim, will receive in full satisfaction, settlement and discharge of the Allowed Class 2a Claim (if any) a Cash payment equal to the Allowed Class 2a Claim amount within thirty (30) days after such Class 2a Claim becomes an Allowed Class 2a Claim (or soon thereafter as is practicable). Class 2(a) is Impaired and Entitled to Vote ? if Claimant accepts lesser treatment. Class 2(a) is Unimpaired and Not Entitled to Vote ? if Claimant does not accept lesser treatment. General Unsecured Claims in Class 3 is Impaired and Entitled to Vote. General Unsecured Claims in Class 3 will be treated in one of the following two ways (and the Class 3 Ballots will reflect such choice): (i) Allowed Class 3a Claim. Each Holder of a General Unsecured Claim in Class 3 that affirmatively elects to be treated as a Class 3a Claim will receive (I) a single Cash payment equal to at least 75% of such Allowed Class 3a Claim on the Effective Date, and (II) a full and complete waiver and release by the Debtor of all Causes of Action as may exist against such Holder; or (ii) Allowed Class 3b Claims. All other Holders of General Unsecured Claims in Class 3, including each Holder of a Class 3 Claim that (a) does not vote for or against the Plan, (b) is deemed to have rejected the Plan, or (c) has rejected the Plan or has not made the election to be treated as a Class 3a Claim, will be deemed to be a Class 3b Claim. Each Holder of a General Unsecured Claim in Class 3b will receive Cash payments in an amount equal to such Holder's Pro Rata share of Distributable Cash, with an initial payment (estimated to be 35% of such Holder's Allowed Class 3b Claim) on the later of (x) 14 days after the Effective Date and (y) 30 days after such Class 3 Claim becomes an Allowed Class 3b Claim, followed by additional Pro Rata payments of Distributable Cash on a quarterly basis no later than 10 Business Days after the end of each calendar quarter, commencing with the first full calendar quarter in 2012, and continuing thereafter until either all Allowed Class 3b Claims are paid in full or no additional Distributable Cash is available to pay Allowed Class 3b Claims. Allowed Class 3a Claims and Allowed Class 3b Claims will not include Postpetition Interest nor include any Penalty on such Claims. Subordinated Allowed General Unsecured Claims in Class 4, estimated to be $12,225,000, are Impaired and Entitled to Vote. Each holder of an Allowed Class 4 claim will receive an amount equal to such Holder's Pro Rata Share of Distributable Cash, if any, following payment in full of all Allowed Class 3a and 3b Claims. Allowed Class 4 Claims will not include Postpetition Interest nor include any Penalty on such Claim. A copy of the Second Amended Disclosure Statement is available for free at http://bankrupt.com/misc/contessapremium.dkt586.pdf About Contessa Premium San Pedro, California-based Contessa Premium Foods, Inc., fka ZB Industries, Inc., and Contessa Food Products, Inc., provides farm raised shrimp, convenience meals, stir-fry vegetables, and other frozen food products that are marketed and sold primarily in the United States and to a lesser extent in Canada, Europe, Asia, and Mexico. Contessa Premium filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011. Craig A. Wolfe, Esq., and Jason R. Alderson, Esq., at Kelley Drye & Warren LLP, in New York, represent the Debtor as counsel. Jeffrey N. Pomerantz, Esq., and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, serve as conflicts counsel for the Debtor. Scouler & Company, LLC, serves as financial advisors. Imperial Capital, LLC, serves as investment banker. Holthouse Carlin & Van Trigt LLP serves as auditors and accountants. The Debtor scheduled $49,370,438 in total assets and $35,305,907 in total liabilities. The Official Committee of Unsecured Creditors in the Debtor's Chapter 11 case is represented by Arent Fox LLP. FTI Consulting Inc. serves as its financial consultants. Contessa Premium obtained authority from the U.S. Bankruptcy Court for the Central District of California to change its name to "Contessa Liquidating Co., Inc." The Court previously approved the sale of substantially all of its assets to Premium Foods Acquisition, Inc., for approximately $51,000,000 on Jul. 15, 2011. CYBERDEFENDER CORP: Amends Form S-1 Registration Statement ---------------------------------------------------------- CyberDefender Corporation filed with the U.S. Securities and Exchange Commission amendment no. 1 to Form S-1 registration statement relating to the Company's commitment offering of an unspecified number of shares of common stock. The proposed maximum aggregate offering price is $18.18 million. The Company's common stock is quoted on the Nasdaq Global Market under the ticker symbol "CYDE." On Nov. 21, 2011, the closing price of the Company's common stock was $0.41 per share. The Company's Board of Directors has approved an amendment to the Company's Certificate of Incorporation that would permit a reverse split of the Company's issued and outstanding common stock. If the amendment is approved by the Company's stockholders at a Special Meeting to be held on Jan. 5, 2012, the Company's Board of Directors will have the authority to effect a reverse split of the Company's issued and outstanding common stock at a ratio in the range of between 1-for-2 and 1-for-10. A full-text copy of the amended prospectus is available at: http://is.gd/CPKfTj About CyberDefender Los Angeles, Calif.-based CyberDefender Corporation is a provider of remote LiveTech services and security and computer optimization software and to the consumer and small business market. The Company's mission is to bring to market advanced solutions to protect computer users against Internet viruses, spyware, identity theft and related security threats. The Company reported a net loss of $17.58 million on $39.88 million of total net revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $31.21 million on $31.93 million of total net revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.96 million in total assets, $42.54 million in total liabilities, and a $34.58 million total stockholders' deficit. Bankruptcy Warning During the third quarter, the Company closed two private offerings of subordinated convertible promissory notes to accredited investors, totaling $3.2 million with a commitment for another $2.0 million. The Company believes, but cannot insure, that the $5.2 million will be sufficient to permit the Company to continue to operate until it can secure the additional financing that it requires to continue to operate as a going concern and to repay the approximately $11.7 million of debt owed to GR Match, LLC, due on March 31, 2012. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, if additional financing is not secured, it would raise substantial doubt about the Company's ability to continue as a going concern. The Company is presently engaged in active discussions with existing and prospective investors to secure additional financing, but there are no commitments at this time and the Company can give no assurance that the additional financing can be secured on favorable terms, or at all. If the Company cannot obtain additional financing, the Company may be forced to further curtail its operations, or possibly be forced to evaluate a sale of the Company or consider other alternatives, such as bankruptcy. DE TECHNOLOGIES: Files for Chapter 11 Bankruptcy ------------------------------------------------ Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that DE Technologies Inc. filed for Chapter 11 protection Dec. 5 so a bankruptcy judge could sort out a dispute with a creditor. DBR notes the company, founded by Ed Pool, in Blacksburg, Virginia, has unsuccessfully fought expensive legal battles to recover money from global shipping companies since the company's controversial patent cleared in 2002 -- a patent DE Technologies says entitles it to a small percentage of the value of transport companies' international shipments. DBR relates Mr. Pool's patent grip was made possible by a 1998 appeals-court ruling that determined that patents for business methods and processes are valid. Mr. Pool's patent covers software that computerizes the entire trade process, including the creation of customs declarations and shipping documents, along with services such as insurance and letters of credit. DBR recounts DE Technologies in 2004 filed its first major patent infringement lawsuit against Dell, which later settled the dispute by agreeing to pay a royalty-free license for an amount that Pool wouldn't disclose. Mr. Pool said his company settled another lawsuit against what's now called FiftyOne Inc. DBR also relates DE Technologies is now fighting two other major global shipping companies, International Checkout and IShopUSA Inc., for using the patented process. DE Technologies' petition estimated $10 million and $50 million in assets and less than $10 million in debts. DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Ratings ----------------------------------------------------------- Fitch Ratings affirms the credit ratings of Digital Realty Trust, Inc. (NYSE: DLR) and its operating partnership, Digital Realty Trust, L.P., as follows: Digital Realty Trust, Inc. -- Issuer Default Rating (IDR) at 'BBB'; -- $277.4 million Redeemable Preferred Stock at 'BB+'; -- $377.2 million Convertible Preferred Stock at 'BB+'. Digital Realty Trust, L.P. -- IDR at 'BBB'; -- $1.5 billion Unsecured Revolving Credit Facility at 'BBB'; -- $1.4 billion Senior Unsecured Notes at 'BBB'; -- $266.4 million Senior Unsecured Exchangeable Notes at 'BBB'. The Rating Outlook is Stable. The ratings affirmations reflect the solid performance of the company's large datacenter portfolio. The portfolio benefits from favorable demand, high barriers to entry, as well as long-term leases, and contributes towards improving fixed charge coverage. Digital Realty also has a strong balance sheet, a deep bench in terms of real estate and technical expertise professionals, and good liquidity profile. The ratings also take into account that the company is a niche real estate investment trust (REIT) that continues to expand domestically and internationally but that, by definition, is exposed to the technology industry. Technology industry obsolescence and cycles can cause industry volatility, creating vacancy, but also enable new entrants to fill empty space. In addition, the company has robust unencumbered asset coverage of unsecured debt, but its access to secured debt for contingent liquidity and financial flexibility may be more constrained than for REITs in other commercial property sectors. Positive demand drivers for datacenters include growth in data storage and use by corporate enterprises, telecommunication companies, providers of colocation (multi-tenant datacenter product offered on the basis of individual racks or cages), and other customers such as social networking sites. Cloud computing (shared resources provided to internet computing devices on demand) and other changes in information technology are also boosting datacenter demand, while expensive building costs limit new supply. In this context, leasing trends remain positive for Digital Realty's Turn-Key Datacenters (TKD) that offer metered power to various customers, as well as Powered Base Building (PBB) space that enables tenants to build out their own datacenter facilities. TKD and PBB lease renewal rates increased during the year-to-date period ended Sept. 30, 2011, resulting in same-property net operating income growth of 9.4%, 11.1% and 9.9% during 1Q'11, 2Q'11, and 3Q'11, respectively. Tier1 Research, LLC projects that datacenter revenue growth will continue on its current trajectory during 2011-2013, which Fitch believes will provide opportunities for Digital Realty to continue to increase rents and leasing up space under construction. Top tenants as of Sept. 30, 2011 were CenturyLink, Inc. (Fitch IDR 'BBB-' with a Stable Outlook) at 10.7% annualized rent, Facebook Inc. at 4.1%, Equinix Operating Company, Inc. at 4%, TelX Group, Inc. at 3.5%, and Morgan Stanley (Fitch IDR 'A-' on Rating Watch Negative) at 3.5%. Exposure to top tenants is declining via acquisitions, and CenturyLink's acquisition of Savvis in July 2011 improved the credit profile of Digital Realty's top tenant, both of which Fitch views positively. Digital Realty's remaining lease term was seven years and weighted average original lease term was 13.7 years as of Sept. 30, 2011, providing cash flow predictability absent tenant bankruptcies. The company also has a staggered lease expiration schedule. As of Sept. 30, 2011, 1.9%, 5.1%, and 9.2% of annualized rent was scheduled to expire in 4Q'11, full year 2012 and full year 2013, respectively. The company's fixed charge coverage ratio (recurring operating EBITDA less recurring capital expenditures less straight-line rent adjustments divided by total interest incurred and preferred dividends) was 2.8 times (x) for the trailing 12 months ended Sept. 30, 2011, up from 2.4x and 2.2x in 2010 and 2009, respectively. Fitch projects continued mid-to-high single same- store NOI growth, along with acquisitions in the 8% to 9% capitalization rate range and a gradual lease-up of construction in progress, to result in fixed charge coverage approaching 3.0x over the next 12-to-24 months. In a downside case where the majority of the company's current development pipeline remains unleased, fixed charge coverage would decline from current levels but remain above 2.5x, which would be adequate for the current rating. In a more adverse case not anticipated by Fitch whereby tenant bankruptcies result in a 10% decline NOI, fixed charge coverage would fall just below 2.5x, which would be weak for the current rating. Digital Realty has low leverage for a REIT with net debt to recurring operating EBITDA of 4.6x as of Sept. 30, 2011 compared with 5.4x and 4.5x as of Dec. 31, 2010 and Dec. 31, 2009. Improvements stem from a normalized run rate of earnings from the Rockwood Capital/365 Main portfolio that DLR acquired in July 2010 for $725 million funded in part with proceeds from a $377.1 million common stock offering in June 2010 and a five-year senior unsecured notes issuance for net proceeds of $371 million in July 2010. Fitch anticipates that leverage will remain in the mid 4x to 5x range as the company continues to utilize a combination of debt and equity issuance to fund acquisitions and development. In a downside case where the majority of the company's current development pipeline remains unleased, leverage would approach 5.0x in the near term. In a more adverse case not anticipated by Fitch whereby tenant bankruptcies result in a 10% decline NOI, leverage would rise above 5.0x. Both of these downside leverage levels would remain appropriate for the rating. Digital Realty's management team has a good track record of acquiring and developing assets with attractive returns, as well a technical staff focused on operating efficiencies. For example, the company improved the efficiency of cooling towers in the Rockwood Capital/365 Main portfolio by providing additional IT load, which generated incremental revenue. The company has a strong liquidity position. As of Sept. 30, 2011, the company's base case liquidity coverage ratio assuming no additional capital raises is 3.9x for Oct. 1, 2011 to Dec. 31, 2013. Fitch calculates base case liquidity coverage as liquidity sources (unrestricted cash, availability under the company's $1.5 billion global unsecured credit facility that closed on Nov. 3, 2011, and projected operating cash flow after dividends and distributions), divided by liquidity uses (debt maturities and projected recurring capital expenditures). Assuming 80% of secured debt maturities are refinanced during this period, which is conservative given the high debt yields on the company's upcoming mortgage maturities, liquidity coverage would be even stronger at 10.3x. When including expected direct project costs to be spent for DLR's construction projects in progress as a liquidity use, base case liquidity coverage remains good at 1.8x. However, the company's construction in progress was only 28.2% leased as of Sept. 30, 2011. While this entails material lease-up risk, the company a track record of stabilizing occupancy fairly quickly. While the company's metrics are strong for a 'BBB' IDR, the rating takes into account the company's exposure to the technology market. DLR went public in 2004 several years after the dot com bubble burst and has experienced a favorable technology environment through economic cycles. Moreover, uncertainties lurk, such as the risk that DLR's more successful tenants choose to develop their own datacenters, as opposed to lease space from the company. DLR's top five markets are Silicon Valley (13.7% of annualized rent as of Sept. 30, 2011), Northern Virginia (10.7%), the New York metropolitan region (9.6%), San Francisco (9.5%), and Chicago (9.5%). The company continues to expand in Europe and across the Asia-Pacific, including Singapore and Australia, to take advantage of datacenter needs. This expansion should provide a broader tenant base and the potential for above-average investment returns. As of Sept. 30, 2011, DLR's portfolio consisted of 98 properties excluding two joint venture properties, of which 70 were unencumbered. Unencumbered assets (trailing 12 months ended Sept. 30, 2011 unencumbered NOI divided by a stressed capitalization rate of 10%) to unsecured debt was 2.3x, which is solid for a 'BBB' IDR. However, the company's access to secured debt for contingent liquidity may be more constrained than for REITs in more conventional commercial property sectors given the less- proven nature of the asset class through cycles. That being said, the covenants in the company's credit agreements do not restrict DLR's financial flexibility. The Stable Outlook reflects Fitch's projection that fixed charge coverage will approach 3x, that leverage will remain approximately in the mid-4x range, and that the company will continue its gradual tenant and asset diversification via acquisitions and development. The two-notch differential between Digital Realty's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch Research on 'Rating Hybrid Securities,' dated July 28, 2011, these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. Fitch does not anticipate positive rating momentum over the near term. However, the following factors may have a positive impact on Digital Realty's ratings and/or Outlook: -- Fixed charge coverage sustaining above 3.0x (fixed charge coverage ratio was 2.8x for the trailing 12 months ended Sept. 30, 2011); -- Net debt to recurring operating EBITDA sustaining below 4.5x (leverage was 4.6x as of Sept. 30, 2011); -- Increased mortgage lending activity in the datacenter sector; -- Broader tenant and asset diversification. The following factors may have a negative impact on Digital Realty's ratings and/or Outlook: -- Fixed charge coverage sustaining below 2.5x; -- Net debt to recurring operating EBITDA sustaining above 6.0x; -- Base case liquidity coverage sustaining below 1.0x. Digital Realty is an equity REIT with $6.6 billion in undepreciated book assets, an equity market capitalization of $6 billion and a total market capitalization of $9.4 billion as of Sept. 30, 2011. As of Sept. 30, 2011, Digital Realty's portfolio consisted of 98 properties, excluding two properties held as investments in unconsolidated joint ventures, of which 82 are located throughout North America, 15 are located in Europe and one is located in Asia DIGITILITI INC: J. Scheetz Resigns as Interim President and CEO --------------------------------------------------------------- Effective Dec. 1, 2011, and in accordance with the terms of the Junior Secured Convertible Promissory Note and Warrant Purchase Agreement entered into on June 28, 2011, between Digitiliti, Inc., and certain Investors, Jack B. Scheetz resigned as the Company's Interim President and Chief Executive Officer, as contemplated by Mr. Scheetz employment agreement. Mr. Scheetz will remain a member of the Company's Board of Directors and plans to have a continuing active role with the Company in its strategic developments. Effective Dec. 1, 2011, David Macey became the Company's President and Chief Executive Officer and was elected to the Company's Board of Directors. Mr. Macey served as Chief Executive Officer of SwiftKnowledge, Inc., since 2010. From 2008 until the sale of McAfee, Inc., in 2010, Mr. Macey served as vice president and general manager of McAfee Inc.'s industry-leading, $300 million Web and Email Security business unit, where he grew the business unit's revenue by 19 percent year-over-year and was responsible for its engineering, product management and product marketing functions. During 2008, Mr. Macey served as vice president and general manager of the $100 million Secure Web Gateway division of Secure Computing, where he increased the division's revenue by 45 percent year-over-year, achieved top market share in the web security appliance segment for International Data Corp.'s 2008 ranking, and implemented new product development and quality assurance processes. Secure Computing was sold to McAfee in 2008. From 2003 to 2007, Mr. Macey served as vice president of enterprise content management sales at Oracle Corp. and executive vice president of international operations at Stellent, Inc. - which was acquired by Oracle in March 2007 - where he grew international sales by more than 100 percent during a 36-month period. Before joining Stellent, Mr. Macey was the chairman and chief technology officer for Millennium Communications Corp., a regional U.S. Internet services provider. Overall, Mr. Macey brings more than 17 years of industry experience to his role as President and CEO of the Company. In connection with his appointment, Mr. Macey and the Company executed an Employment Agreement that identifies a base salary of $190,000 per year along with the opportunity to receive performance incentive bonuses of up to $120,000 during 2012, along with discretionary performance bonuses as determined by the Company's Compensation Committee. In addition, Mr. Macey will be granted an option on Dec. 31, 2011, to purchase 4,000,000 shares of the Company's common stock with the exercise price equaling the closing price of the Company's common stock on Dec. 31, 2011. The vesting of these performance options are conditioned on Mr. Macey meeting or exceeding certain revenue targets to be agreed to between Mr. Macey and the Company's Board of Directors. Kedar R. Belhe provided notice to Digitiliti reflecting his resignation as a member of the Company's Board of Directors in order to pursue unrelated business opportunities. Mr. Belhe had no disagreements with the Company and his contributions as a member of the Company's Board of Directors have been a great value to the Company. Mr. Belhe's resignation from the Company's Board of Directors includes the resignation of his Chairmanship of the Compensation Committee and his membership on the Nominating and Governance Committee. About Digitiliti, Inc. St. Paul, Minnesota-based Digitiliti, Inc.'s business is developing and delivering storage technologies and methodologies enabling its customers to manage, control, protect and access their information and data with ease. The Company's core business is providing a cost effective on-line data protection solution to the small to medium business ("SMB") and small to medium enterprise ("SME") markets through its DigiBAK service. This on- line data protection solution helps organizations properly manage and protect their entire network from one centralized location. The Company reported a net loss of $6.41 million on $2.14 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $5.17 million on $3.19 million of revenue during the prior year. The Company also reported a net loss of $2.29 million on $1.39 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $5.26 million on $1.71 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.49 million in total assets, $3.64 million in total liabilities, and a $2.15 million total stockholders' deficit. As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in Houston, Texas, 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 suffered losses from operations and has a working capital deficit. DIVERSEY HOLDINGS: S&P Raises Corporate Credit Rating to 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Sturtevant, Wis.-based Diversey Holdings Inc. and its operating subsidiary Diversey Inc. to 'BB' from 'B+' and removed it from CreditWatch with positive implications, where S&P placed it on June 1, 2011. The outlook is stable. The upgrade follows the close of Diversey's acquisition by Sealed Air Corp. (BB/Stable/--). "We subsequently withdrew the corporate credit and issue-level ratings on Diversey at the company's request following the repayment of its rated debt in conjunction with the acquisition," said Standard & Poor's credit analyst Liley Mehta. "We raised our corporate credit rating on Diversey and removed it from CreditWatch to reflect our view that its credit quality is now aligned with Sealed Air following the recent completion of Sealed Air's purchase of Diversey. Immediately thereafter, we withdrew all ratings on Diversey at the company's request." DYNEGY INC: Units To Exit In 2012 Under Leverage Load ----------------------------------------------------- Dynegy Inc.'s plan to save five of its affiliates from bankruptcy protection in 2012 will leave the Company with debt that is 12 times its earnings before interest, taxes, depreciation and amortization, up from 8.9 times from last year, Bloomberg News' Carla Main says. According to the report, Dynegy Inc.'s plan will put the company's leverage at twice that of Calpine Corp. when it emerged from Chapter 11, burdening shareholders with debt payments that may cost them control of the business. Dynegy's strategy to place its subsidiaries into bankruptcy gave bondholders securities worth approximately 90% of their current holdings, including $2.1 billion of convertible notes, the report said. The bondholders will get 97% of the company if it cannot earn enough money to redeem the securities before 2016, the report further noted. "It should be extremely difficult for them to refinance or repay those notes," Angie Storozynski, a New York-based analyst for Macquarie Capital USA, told Bloomberg in a telephone interview Nov. 16. "Even if credit markets open up there shouldn't be too many creditors willing to lend money to a company like Dynegy." Dynegy has posted losses in the last six quarters. Dynegy expects to improve EBIDTA through fixed-cash cost reductions, increasing plant capacity and "balance sheet efficiency," Katy Sullivan, a company spokeswoman, said in an e-mail to Bloomberg. The company has about $1.5 billion of cash, Ms. Sullivan also said. Bloomberg noted that since Dynegy missed a Nov. 1 interest payment its stock has fallen 79 cents to $2.61 through Nov. 17, erasing about $96.9 million in market value. The company's three largest bonds have risen between 3 cents and 5 cents on the dollar over the same time period, adding $127 million of value to investors, the report further noted. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) DYNEGY INC: Amends Articles of Incorporation & Code of Ethics ------------------------------------------------------------- On November 17, 2011, the Board of Directors of Dynegy Inc. adopted and approved the Third Amended and Restated Bylaws of Dynegy, according to a Form 8-K filed with the U.S. Securities and Exchange Commission on the same date. The amendment and restatement was effective immediately and contains changes, which: * clarify the requirements of when Dynegy may hold its annual meeting; * delete references to "Class A" common stock and "Class A" directors consistent with Dynegy's Second Amended and Restated Certificate of Incorporation; and * clarify the duties of the chairman of the board as well as clarify that the chairman of the board may be selected to serve as the lead director if he or she meets the applicable criteria. On the same SEC filing, Dynegy also disclosed that on Nov. 16, the Board's Audit and Compliance Committee approved amendments to the Code of Ethics for Senior Financial Professionals. The amendments were effective immediately and contain changes which: * add a guideline that each Senior Financial Professional is expected to "promptly bring to the attention of the Audit and Compliance Committee any information concerning significant deficiencies in the design or operation of internal controls;" and * add a statement: "Any waiver and any amendment to this Code of Ethics shall be considered by the Audit and Compliance Committee, and all such waivers and amendments shall be disclosed as required by law." A full-text copy of the Form 8-K is available for free at: http://researcharchives.com/t/s?774f About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7 to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each estimated $100 million to $500 million in assets and debt. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) EASTERN/505: Sec. 341 Creditors' Meeting Set for Jan. 12 -------------------------------------------------------- The U.S. Trustee in Dallas, Texas, will hold a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Eastern/505 L.P., dba 505 Cedar Creek Ranch Club, on Jan. 12, 2012, at 9:30 a.m. at FTW 341 Rm 7A24. Proofs of claim are due by April 11, 2012. Meanwhile, the Debtor is required to file complete schedules of assets and liabilities and statement of financial affairs as well as a list of its 20 Largest Unsecured Creditors by Dec. 19, 2011. Arlington, Texas-based Eastern/505 L.P., dba 505 Cedar Creek Ranch Club, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-46767) on Dec. 5, 2011. Judge Russell F. Nelms oversees the case. Howard Marc Spector, Esq. -- hspector@spectorjohnson.com -- at -- Spector & Johnson, PLLC, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The petition was signed by Thomas Cooper, manager of general partner. EVERGREEN SOLAR: Completes Sale of Claims Against Lehman -------------------------------------------------------- On Dec. 1, 2011, Evergreen Solar, Inc., completed its sale of the Company's claims against Lehman Brothers International Europe and Lehman Brothers Holdings Inc. arising out of (a) the Share Lending Agreement between Lehman Brothers International (Europe) and the Company, dated June 26, 2008, and (b) Guarantee of Lehman Brothers Holdings Inc. of the Share Lending Agreement between Lehman Brothers International (Europe) and the Company, dated June 26, 2008. As reported in the TCR on Nov. 22, 2011, the LBIE Claims were sold pursuant to the Assignment of Claim Agreement, dated as of Nov. 10, 2011, by and among the Company and ES Purchaser, LLC, an entity formed by certain holders of its 13% Convertible Senior Secured Notes due 2015, or its permitted assigns, as purchaser. The aggregate consideration received by the Company for the sale of the LBIE Claims was $21,500,000 in the form of a credit bid from the LBIE Claims Purchaser. The sale was conducted pursuant to Sections 105, 363 and 365 of the United States Bankruptcy Code and was approved by the United States Bankruptcy Court for the District of Delaware on Nov. 10, 2011. A copy of the Assignment of Claim Agreement, dated Nov. 10, 2011, between the Company and ES Purchaser, LLC, is available for free at http://is.gd/3REG5G 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. At an auction in November, Evergreen Solar sold some of its core assets to Max Era Properties Limited. FIDELITY NATIONAL: S&P Affirms 'BB' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on Jacksonville, Fla.-based Fidelity National Services Inc. (FIS). The outlook is stable. "We also affirmed our 'BBB-' issue-level ratings on FIS' senior secured credit facility with a recovery rating of '1', and our 'BB-' issue level rating on FIS' unsecured notes with a recovery rating of '5'. Total debt outstanding will remain unchanged. The '1' recovery rating on the senior secured debt and the '5' recovery rating on the unsecured notes remain unchanged," S&P said. "The rating reflects our expectation that FIS will maintain consistent profitability, based on our view of the company's good market position and improved operating scale," said Standard & Poor's credit analyst Molly Toll-Reed. "The rating also incorporates our expectation that an acquisitive growth strategy and historically aggressive financial policy could limit improvements in FIS' financial profile. FIS is a leading global provider of core financial institution processing, card issuer, and transaction processing and outsourcing services," S&P said. "The stable outlook reflects FIS' diversified and recurring revenue model. Given the company's cash-generating ability, FIS has the capacity to reduce debt leverage and achieve a higher corporate credit rating. We could raise the rating based on FIS management establishing of a more moderate financial policy, with a commitment to maintain leverage at about 3x. However, we could lower the rating if the company adopts a more aggressive acquisition or shareholder-friendly strategy, with leverage sustained in excess of 4x," S&P said. FILENE'S BASEMENT: Syms Cancels Fifth Avenue Lease, Pays $2.6MM --------------------------------------------------------------- The Bankruptcy Court will convene on Dec. 28 to consider a request by Syms Corp. to pay $2.6 million to 530 Fifth Acquisitions LLC as part of the Debtor's termination of a lease for retail space at 530 Fifth Avenue, in New York. The term of the Lease was slated to expire Aug. 1, 2026. The funds are currently in escrow under an agreement among Syms, the Landlord, and Royal Abstract of New York, LLC, as Escrow Agent. Following the deterioration of its business and economic condition, Syms determined that opening a new store in the Leased Space would not be in the best interests of Syms or its stakeholders. Syms further determined, with the assistance of advice provided by its advisor Cushman & Wakefield, that attempts to assign the Lease on terms beneficial to Syms would likely prove futile. In August 2011, Syms -- with Cushman's assistance -- entered into negotiations with the Landlord to terminate the Lease. The negotiations proved difficult and were not solely focused upon the terms of an early Lease termination. The Landlord argues that events of default had occurred and were continuing under the Lease. Syms disputes this. The negotiations also included discussions with 530 Holdings LP, which had entered into an agreement with the Landlord to purchase the property. Syms, the Landlord, and the Purchaser eventually reached a consensual resolution of their differences and entered into a settlement agreement. The Debtors are seeking to hire Cushman & Wakefield, Inc. as their real estate broker and Cushman & Wakefield Securities, Inc. as the Debtors' real estate financial advisor. Syms will pay Cushman a broker's fee upon the closing of the Settlement based on 50% of one full standard commission rate, which fee is estimated to be roughly $698,000. The $2.6 million represents less than one year of base rent under the Lease, would be in full satisfaction of Syms' obligations under the Lease provided that the Landlord's lenders consent to the Settlement Agreement by 5:00 p.m. New York time on Dec. 30, 2011. The Landlord's Lenders are (a) Green Loan Services, LLC as special servicer on behalf of U.S. Bank National Association as current Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series WBCMT 2006-C25 under a Mortgage Loan in the original principal amount of $200,000,000 made by Wells Fargo Bank Minnesota, N.A. to 530 Fifth Acquisitions LLC and (b) SL Green 530 Funding LLC as holder and lender of the entire Mezzanine Loan in the original principal amount of $25,000,000 made by Wachovia Bank, National Association to 530 Fifth Mezzanine LLC. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The 2009 Debtor was formally renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13511 to 11-13514) after a failed bid to sell the business. The two units are Syms Clothing Inc. and Syms Advertising Inc. Judge Kevin J. Carey presides over the case. Lawyers at Skadden Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The Debtors tapped Rothschild Inc. as investment banker and Cushman and Wakefield Securities, Inc., as real estate financial advisors. Syms shuttered its namesake and Filene's Basement outlets upon the bankruptcy filing and tapped a joint venture of Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC to run the going-out-of-business sales. The sale may continue until Jan. 31, 2012. Filene's Basement estimated $1 million to $10 million in assets and $50 million to $100 million in debts. The petitions were signed by Gary Binkoski, authorized representative of Filene's Basement. The official committee of unsecured creditors appointed in the 2011 case has retained Hahn & Hessen LLP as legal counsel. Holders of equity in Syms Corp. pushed for an official shareholders' committee and separation of the Syms and Filene's Basement bankruptcy estates. Gordon Brothers and Hilco are represented by Goulston & Storrs, P.C. and Ashby & Geddes, P.A. FILENE'S BASEMENT: Committee Taps Hahn & Hessen as Co-Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of the Chapter 11 cases of Filene's Basement, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to retain Hahn & Hessen LLP as co-counsel effective as of Nov. 8, 2011. As the Committee's co-counsel, H&H will, among other things: a) rendering legal advice to the Committee with respect to its duties and powers in this case; b) assisting the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, the desirability of continuance of such businesses and any other matters relevant to these cases or to the business affairs of the Debtors; c) advising the Committee with respect to any proposed sale of the Debtors' assets or a sale of the Debtors' business operations and any other relevant matters; d) advising the Committee with respect to any proposed plan of reorganization or liquidation and the prosecution of claims against third parties, if any, and any other matters relevant to the cases or to the formulation of a plan of reorganization or liquidation; and e) assisting the Committee in requesting the appointment of a trustee or examiner pursuant to section 1104 of the Bankruptcy Code, if necessary and appropriate. H&H has agreed to represent the Committee and to be compensated at its customary rates for services rendered and for actual expenses incurred. Mark T. Power, a member of H&H, attests that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The 2009 Debtor was formally renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13511 to 11-13514) after a failed bid to sell the business. The two units are Syms Clothing Inc. and Syms Advertising Inc. Judge Kevin J. Carey presides over the case. Lawyers at Skadden Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The Debtors tapped Rothschild Inc. as investment banker and Cushman and Wakefield Securities, Inc., as real estate financial advisors. Syms shuttered its namesake and Filene's Basement outlets upon the bankruptcy filing and tapped a joint venture of Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC to run the going-out-of-business sales. The sale may continue until Jan. 31, 2012. Filene's Basement estimated $1 million to $10 million in assets and $50 million to $100 million in debts. The petitions were signed by Gary Binkoski, authorized representative of Filene's Basement. The official committee of unsecured creditors appointed in the 2011 case has retained Hahn & Hessen LLP as legal counsel. Holders of equity in Syms Corp. pushed for an official shareholders' committee and separation of the Syms and Filene's Basement bankruptcy estates. Gordon Brothers and Hilco are represented by Goulston & Storrs, P.C. and Ashby & Geddes, P.A. FILENE'S BASEMENT: Syms Bows to Concern of Unit's Insolvency ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Syms Corp. and subsidiary Filene's Basement LLC bent to comments from the two official committee by recognizing the possibility that Syms maybe solvent while Filene's could be insolvent. Mr. Rochelle relates that Syms filed under Chapter 11 on Nov. 2 believing the liquidation of the retailing businesses will leave money left over for shareholders. The stock market evidently agrees, because the shares rose 19 cents Dec. 7 to $11.65 in over- the-counter trading. Mr. Rochelle also reports that after bankruptcy, the notion surfaced that Filene's may be insolvent, that is, unable to pay its creditors in full from the sale of its own assets. Syms agreed to modify the so-called cash-management order by inserting a provision to require treating advances by one company to the other as post-bankruptcy administrative expenses that must be paid in full. The change will be up for hearing on Dec. 21 in U.S. Bankruptcy Court in Delaware. The Dec. 7 closing price was the highest since bankruptcy. The day of bankruptcy, the stock rose 27% to $9.72. The stock slumped to $7.90 on Nov. 14, to rise since then. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The 2009 Debtor was formally renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13511 to 11-13514) after a failed bid to sell the business. The two units are Syms Clothing Inc. and Syms Advertising Inc. Judge Kevin J. Carey presides over the case. Lawyers at Skadden Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The Debtors tapped Rothschild Inc. as investment banker and Cushman and Wakefield Securities, Inc., as real estate financial advisors. Syms shuttered its namesake and Filene's Basement outlets upon the bankruptcy filing and tapped a joint venture of Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC to run the going-out-of-business sales. The sale may continue until Jan. 31, 2012. Filene's Basement estimated $1 million to $10 million in assets and $50 million to $100 million in debts. The petitions were signed by Gary Binkoski, authorized representative of Filene's Basement. The official committee of unsecured creditors appointed in the 2011 case has retained Hahn & Hessen LLP as legal counsel. Holders of equity in Syms Corp. pushed for an official shareholders' committee and separation of the Syms and Filene's Basement bankruptcy estates. Gordon Brothers and Hilco are represented by Goulston & Storrs, P.C. and Ashby & Geddes, P.A. FIRST NIAGARA: Fitch Expects to Rate Preferred Stock at 'B+' ------------------------------------------------------------ Fitch Ratings has placed the long-term and short-term Issuer Default Ratings (IDR) of First Niagara Financial Group, Inc. (FNFG) and its subsidiaries on Rating Watch Negative. Fitch's placement of FNFG's ratings on Rating Watch Negative reflects the company's recent announcement that it is altering the mix of financing for the deal to purchase the upstate NY branches of HSBC for approximately $1 billion. The company had expected to finance the deal with about a $750-$800 million equity raise and $350-400 million subordinated debt issuance. The new financing structure includes a reduced common equity raise of $450-500 million, preferred issuance of $350-400 million and subordinated debt issuance of $300 million. The change in the mix of financing reflects market volatility since the deal was announced. In conjunction with this change, FNFG has also cut its dividend by 50%. In resolving the Rating Watch, Fitch will focus on FNFG's ability to integrate this transaction as well as progress on previous deals. It will also encompass FNFG's ability to make required asset dispositions of approximately $4 billion and the ability to meet longer-term capital targets. Fitch had affirmed the ratings of FNFG on the acquisition announcement based on the view that this transaction could enhance FNFG's franchise and market share in its main footprint, carried minimal credit risk, and that the proposed financing structure and capital implications were manageable within the current ratings. However, Fitch considers the revised pro forma capital structure, with TCE and Tier 1 Common of 5.0% and 7.5%, respectively, to be a material change and therefore puts pressure on the current ratings. Fitch recognizes that FNFG's balance sheet is more heavily weighted towards securities at 39% of total assets, thus its pro forma capital ratios compare less favorably under straight leverage measures such as tangible common equity to tangible assets to similarly rated peers. Using risk-adjusted measures, FNFG's capital levels look more comparable. Nonetheless, Fitch regards the change in financing to be more aggressive than previously assumed and creates additional financial burdens on the institution, namely the additional $700 million debt burden from the preferred and subordinated debt issuance. Ratings could be affirmed at the current levels if Fitch believes FNFG is able to successfully integrate its recent acquisitions from a strategic, operational and managerial perspective, while maintaining consistent-to-improving operating performance and restoring capital levels. Conversely, ratings could be negatively affected if Fitch concludes that capital levels are not likely to improve as forecasted or asset dispositions take longer than anticipated or are at different values than originally assumed. As part of FNFG's revised capital plans, it has announced plans to issue new subordinated debt and preferred stock. Fitch expects to assign a 'BBB-' to the subordinated debt and a 'B+' rating to the Non-Cumulative Perpetual Preferred Stock issuance. These ratings would be issued under proposed criteria articulated in Fitch's exposure draft, 'Rating Bank Regulatory Capital Securities' released July 28, 2011. Based in Buffalo, NY, First Niagara Financial Group, Inc. is the parent of First Niagara Bank and offers retail, consumer and business banking products, as well as insurance, brokerage, investment advisory and trust services, through its financial services subsidiaries. The bank had $31.2 billion of assets and $19.6 billion of deposits as of Sept. 30, 2011 and 332 branches throughout upstate New York, Pennsylvania, Connecticut, and Western Massachusetts. Fitch has placed the following ratings on Rating Watch Negative: First Niagara Financial Group, Inc -- Long-term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Senior Unsecured at 'BBB' -- Viability at 'bbb'. -- Individual Rating at 'B/C'. First Niagara Bank -- Long-term deposits at 'BBB+'; -- Long-term IDR at 'BBB'; -- Short-term deposits at 'F2'; -- Short-term IDR at 'F2'; -- Viability at 'bbb'; -- Individual rating at 'B/C'. First Niagara Commercial Bank -- Long-term deposits at 'BBB+'; -- Long-term IDR at 'BBB'; -- Short-term deposits at 'F2'; -- Short-term IDR at 'F2'; -- Viability at 'bbb'; -- Individual rating at 'B/C'. Fitch expects to assign the following ratings: First Niagara Financial Group, Inc -- Preferred stock at 'B+'; -- Subordinated debt at 'BBB-'; Fitch has affirmed the following ratings First Niagara Financial Group -- Support at '5'; -- Support Floor at 'NF'. First Niagara Bank -- Support at '5'; -- Support Floor at 'NF'. First Niagara Commercial Bank -- Support at '5'; -- Support Floor at 'NF'. FIRST SECURITY: Michael Kramer Named CEO of FSGBank --------------------------------------------------- Financial services veteran Michael Kramer has been named chief executive officer of FSGBank, N.A., a $1.1 billion bank headquartered in Chattanooga, Tennessee with 31 full-service offices in eastern and middle Tennessee and northern Georgia. FSGBank is the community bank subsidiary of First Security Group, Inc. "Mike has the relevant experience, dynamic leadership style, and financial acumen to help this organization prosper and grow," said First Security Group and FSGBank Lead Director Carol H. Jackson. "We are delighted to welcome him aboard after an extensive national CEO search." Mr. Kramer most recently was managing director of Ridley Capital Group, a private equity/merchant banking firm focused on financial service companies. He has more than 20 years of executive leadership in commercial and retail banking, correspondent banking, credit and risk management, treasury management services, banking operations/technology and market management. For the past decade he has focused on operational and credit turnarounds in super-community and community banks, and has worked extensively with regulatory agencies including the Federal Reserve Bank and Office of the Comptroller of the Currency. Mr. Kramer succeeds Roger Holley, who resigned as CEO in April 2011. Mr. Kramer will also serve as a director of FSGBank, subject to regulatory non-objection. "I am very excited about the future of FSGBank," Mr. Kramer said. "This is a company with a solid foundation, great possibilities and excellent markets, which are all of the ingredients critical to building a successful, profitable community bank. We will dedicate every resource to continuous improvement of the bank: serving business and individual customers with the professional service they deserve, while being efficient and productive. Equally important, we expect FSGBank and its officers to be woven into the fabric of our communities by supporting and serving with some of the great non-profits that exist in our markets." Prior to his tenure with Ridley Capital, Mr. Kramer was president and CEO of Ohio Legacy Corporation, a bank holding company based in Wooster, Ohio. During his five-year tenure, he led a Board and management reorganization, executing a successful credit turnaround strategy and balance sheet transformation. As a result of the reorganization, the company was recapitalized by Excel Bancorp. From 1999 to 2004 he was chief operating officer and chief technology officer at Evansville, Indiana-based Integra Bank Corporation, where he led a team that transformed operating, technology and product platforms. His teams built the bank's Treasury Management, Electronic Banking and Mortgage Banking businesses. Among other career highlights, Mike led the correspondent banking practice at Cincinnati-based Star Bank, N.A., building the practice into the second largest Correspondent Bank in Kentucky and Ohio, was a member of the Strategic Advisory Board for Fiserv/CBS from 2001 to 2004 and led various key initiatives with Deluxe Corporation, a Fortune 500 financial services company. Mr. Kramer and his wife Meg have been active on various boards in the communities in which they've lived including the Canton Symphony Orchestra, Main Street Wooster, North Coast Young Life, Wooster Arts Jazz Festival and The BioHio Research and Development Center Board. He earned his undergraduate degree from Grove City College and has served there as an Adjunct Professor of Entrepreneurship focusing on Banking and Risk Management. About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. On Sept. 7, 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of Atlanta, the Company's primary regulator, which prohibits the Company from declaring or paying dividends without prior written consent of the Federal Reserve. The Company is also prohibited from taking dividends, or any other form of payment representing a reduction of capital, from the Bank without prior written consent. The Company is also required, within 60 days of the Agreement, to submit to the Federal Reserve a written plan designed to maintain sufficient capital at the Company and the Bank. On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary, consented and agreed to the issuance of a Consent Order by the Office of the Comptroller of the Currency (OCC). Pursuant to that Consent Order, within 120 days of the effective date of the Order, the Bank is required to achieve and thereafter maintain total capital at least equal to 13% of risk-weighted assets and Tier 1 capital at least equal to 9% of adjusted total assets. As of Sept. 30, 2010, the first financial reporting period subsequent to the 120 day requirement, the Bank's total capital to risk-weighted assets was 12.93% and the Tier 1 capital to adjusted total assets was 7.43%. The Bank has notified the OCC of the non-compliance. Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses from operations for the past two years. The Company is also operating under formal supervisory agreements with the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency and is not in compliance with all provisions of the Agreements. Failure to achieve all of the Agreements' requirements may lead to additional regulatory actions. According to the Company, its ability to continue as a going concern is contingent upon its ability to devise and successfully execute a management plan to develop profitable operations, satisfy the requirements of the regulatory actions, and lower the level of problem assets to an acceptable level. The Company reported a net loss of $44.34 million on $54.91 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $33.45 million on $64.00 million of total interest income during the prior year. The Company also reported a net loss of $14.53 million on $32.85 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $33.01 million on $42.53 million of total interest income for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.12 billion in total assets, $1.04 billion in total liabilities, and $78.04 million in total stockholders' equity. GARLOCK SEALING: Disputes Scientific Basis for Claims ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Garlock Sealing Technologies LLC began the process of estimating mesothelioma claims to permit eventual confirmation of the Chapter 11 plan filed in late November. As before, Garlock says present and future claims will be paid in full. Mr. Rochelle relates that if Garlock convinces the judge at a Jan. 12 hearing, the trial to estimate asbestos claims will begin in December 2012. In the meantime, asbestos sufferers must file claims, and the parties will exchange documents and experts' reports. In court papers, the company argues that "independent researchers" concluded that the type of encapsulated asbestos contained Garlock's gaskets "could not become airborne in sufficient amounts to cause disease." The company believes that exposure from its products "was dwarfed" by other products "typically used in proximity to gaskets." The report relates that with regard to the number of bona fide claims, Garlock predicts its evidence will show "a very small percentage" of pending and future claims "could possibly be supported by admissible evidence of substantial causation." As to the amount of claims, Garlock argues the evidence will show that manufacturers of other products should be responsible for most claims. According to the report, Garlock will oppose having its history of settlements introduced into evidence at the estimation trial next year. Because mounting defense before bankruptcy was expensive, Garlock says settlements weren't made based on the merit of the claims. Rather, Garlock said it made settlements before to avoid the cost of trial. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. GREEN PLANET: Semple Marchal Resigns as Accountants --------------------------------------------------- Green Planet Group, Inc.'s Board of Directors received a letter notifying the Company of the resignation of its independent registered public accounting firm, Semple, Marchal & Cooper, LLP, effective Nov. 29, 2011. SMC's reports on the Company's consolidated financial statements for the two years ended March 31, 2011, and 2010, contained an explanatory paragraph regarding the uncertainty as to the Company's ability to continue as a going concern. Except for the "going concern" qualification, SMC's reports on the Company's consolidated financial statements for the two years ended March 31, 2011, and 2010, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. Through the periods covering the financial audits for March 31, 2011, and 2010, and during any subsequent interim period through the date of SMC's resignation, there have been no disagreements with SMC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of SMC would have caused them to make reference thereto in their report on the financial statements (as defined in Item 304(a)(1)(iv)); however, SMC's resignation did state: "Our resignation is due to the fact that we were not provided, on a timely basis, information requested in regards to our review of the consolidated corporate financial statements for the six month period ended September 30, 2011, as included in the Form 10-Q filing." Through the periods covering the financial audits for March 31, 2011, and 2010, and during any subsequent interim period through the date of SMC's resignation, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K. About Green Planet Green Planet Group, Inc., is engaged in the research, development, manufacturing and distribution of a variety of products that improve overall energy efficiency with a specific concentration on petroleum based energy sources. The Company currently has four wholly owned operating subsidiaries, EMTA Corp, XenTx Lubricants, Inc., White Sands, L.L.C., and Lumea, Inc. The Company's balance sheet at Sept. 30, 2011, showed $3.90 million in total assets, $20.96 million in total liabilities, and a $17.05 million total stockholders' deficit. As reported by the TCR on July 21, 2011, Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., says that Green Planet Group's significant operating losses and negative working capital raise substantial doubt about its ability to continue as a going concern. GREYSTONE PHARMACEUTICALS: Plan Outline for Templeton Plan Okayed ----------------------------------------------------------------- On Nov. 9, 2011, U.S. Bankruptcy Judge Paulette J. Delk approved the disclosure statement filed by Templeton Pharmaceuticals, Inc., and the Official Committee of Unsecured Creditors on Sept. 27, 2011, in support of their Joint Chapter 11 Plan for Greystone Pharmaceuticals, Inc., dated Sept. 23, 2011. The U.S. Bankruptcy Court for the Western District of Tennessee fixed Dec. 13, 2011, at the last day for filing written objections of the plan, for filing written acceptances or rejections of the plan; and for filing motions or requests pursuant to 11 U.S.C. Sections 506(b) and (c). As reported in the TCR on Oct. 31, 2011, the Templeton Plan is a comprehensive proposal that provides for the transfer of the Greystone Patents, the 3M Claims, and other assets of the Debtor to Templeton in exchange for a cash contribution of approximately $3,000,000 as well as future payments to the Debtor's creditors based on future sales of products subject to the Greystone Patents. Templeton is expected to obtain financing from Medallion Templeton, LLC, or another financial sponsor of approximately $4,000,000, which will be used to implement the Plan. The Plan also provides for the appointment of a Liquidation Agent to pursue causes of action, other than the 3M Claims, for the benefit of the Debtor's creditors. The Plan classifies Claims and Interests against the Debtor: * Class 1 Priority Claims will be paid in full in cash no later than 6 months after the Effective Date. * Class 2 Secured Lender Claims will be satisfied by payment to Lender on the Effective Date of $1,300,000. * At Templeton's option, Class 3 Other Secured Claims (i) may retain all liens on its Claim until the Claim is fully paid; (ii) may be deemed unimpaired; (iii) may be paid in cash in full without delay; or (iv) may have its securing collateral abandoned by Templeton. * Class 4 Claims of Junior Secured Creditors and Class 5 General Unsecured Claims will be satisfied through Royalty Payments and a percentage of Net Cash received from (i) the 3M Claims, and (ii) any other Causes of Action. Class 4 claims are estimated to total $2,000,000, while Class 5 Claims are estimated to total $18,000,000. * Class 6 Equity Holders will not receive any distribution under the Plan. A full-text copy of the Templeton Disclosure Statement is available for free at: http://bankrupt.com/misc/GREYSTONE_DSSept23.PDF About Greystone Pharmaceuticals Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 09-32236) on Nov. 2, 2009. Kevin Crumbo has been appointed as Chapter 11 trustee in the Debtor's case. Butler, Snow, O'Mara, Stevens & Cannada PLLC serves as the trustee's counsel. David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn., represents the Unsecured Creditors' Committee as counsel. In its schedules, the Debtor disclosed $25,467,546 in assets, and $22,601,150 in liabilities as of the Petition Date. GREYSTONE PHARMACEUTICALS: FTMP Says its Plan is 'Superior' ----------------------------------------------------------- First Texas Medical Partners, LLC, filed on Nov. 4, 2011, a Chapter 11 Plan of Reorganization and Disclosure Statement explaining its Plan for Greystone Pharmaceuticals, Inc. In addition to the First Texas Plan there is a Joint Plan of Reorganization filed by the Official Committee of Unsecured Creditors and Templeton Pharmaceuticals, Inc. Both the First Texas Plan and the Templeton Plan provide for the transfer of the Greystone Patents, the 3M Claims and other assets of Debtor to First Texas or Templeton, as the case may be, in exchange for a cash contribution on the Effective Date of approximately $3,000,000 as well as future payments to Debtor's creditors based on future sales of products subject to the Greystone Patents. The Plan authorizes the Liquidation Agent to pursue for the benefit of Debtor's creditors Causes of Action other than the 3M Claims. According to First Texas, the amount of the royalty payments proposed by it is twice the initial percentages for each product area proposed in the Templeton Plan. The Templeton Plan matches the First Texas percentages after Templeton's gross revenues exceed $40 million. The Templeton Plan requires gross revenues exceeding $20 million before payments to Class 4 -- Claims of Junior Secured Creditors, and Class 5 -- General Unsecured Creditors are due. The First Texas Plan does not require this gross revenue provision before payments are due to Class 4 and Class 5 creditors. The First Texas Plan provides for payment to Class 6 -- Equity Holders after the claims in Classes 1 through 5 are paid in full. The Templeton Plan provides that Class 6 ? Equity Creditors receive nothing. Both Plans provide for distribution on any recovery of valid causes of action against 3M Corporation. The First Texas Plan provides for proceeds of this claim to be divided 50/50 between First Texas and Class 4 and Class 5 claimants, while the Templeton Plan proposes that Templeton receive 40% and Class 4 and Class 5 claimants collectively to receive 60% of all net cash received. First Texas believes that its Plan is far superior to the Templeton Plan. Under the First Texas Plan, the Class 2 Claim of BLN Capital Funding, LLC, and Fifth Third Bank will be satisfied by the payment to Lender on the Effective Date of $1,300,000. To the extent that Lender has a Deficiency claim in addition to its Class 2 Claim, the Deficiency Claim will be treated under the Plan as an Unsecured Class 5 Claim. Class 4 Claims of Junior Secured Creditors is estimated to total $2 million. This Class is impaired under the Plan. The Class 4 Claims will be satisfied through Royalty Payments and a percentage of Net Cash Received from (i) the 3M Claims and (ii) any other Causes of Action set forth in Section 4.4 of the Disclosure Statement. Class 5 General Unsecured Claims is estimated to total approximately $20 million. This Class is impaired under the Plan. The Class 5 Claims will be satisfied through Royalty Payments and a percentage of Net Cash Received from (i) the 3M Claims and (ii) any other Causes of Action set forth in Section 4.5 of the Disclosure Statement. After all Debt Holders (Classes 1 to 5) are paid in full, all Royalty Payments will be paid to the Holders of Class 6 Interests in Debtor until all the Debtor's patents have expired. A copy of the First Texas Disclosure Statement is available for free at http://bankrupt.com/misc/greystone.dkt517.pdf About Greystone Pharmaceuticals Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 09-32236) on Nov. 2, 2009. Kevin Crumbo has been appointed as Chapter 11 trustee in the Debtor's case. Butler, Snow, O'Mara, Stevens & Cannada PLLC serves as the trustee's counsel. David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn., represents the Unsecured Creditors' Committee as counsel. In its schedules, the Debtor disclosed $25,467,546 in assets, and $22,601,150 in liabilities as of the Petition Date. GREYSTONE PHARMACEUTICALS: Drops Motion to Remove Committee Member ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Tennessee authorized Greystone Pharmaceuticals, Inc., to withdraw its motion to remove a member of the Official Committee of Unsecured Creditors. The Court considered the response filed by the Office of the U.S. Trustee and upon the statements of counsel for the parties from all of which it appears that the member of the Committee whose removal was sought by the motion has resigned, rendering the motion moot. About Greystone Pharmaceuticals, Inc. Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 09-32236) on Nov. 2, 2009. Kevin Crumbo has been appointed as Chapter 11 trustee in the Debtor's case. Butler, Snow, O'Mara, Stevens & Cannada PLLC serves as the trustee's counsel. David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn., represents the Unsecured Creditors' Committee as counsel. In its schedules, the Debtor disclosed $25,467,546 in assets, and $22,601,150 in liabilities as of the Petition Date. H&S JOURNAL: Taps Winne Banta as Special Counsel ------------------------------------------------ H&S Journal Square Associates LLC asks the U.S. Bankruptcy Court for the Southern District of New York for authority to employ Winne, Banta, Hetherington, Basralian & Kahn, P.C., as special counsel. The firm will assist the Debtor's bankruptcy counsel in facilitating the sale of the Debtor's single largest asset -- property located at 912-921 Bergen Avenue, Jersey City, New Jersey. The property will sold through a court approved auction. The Debtor will employ Winne, Banta under a general retainer. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About H&S Journal Based in Jersey City, New Jersey, H&S Journal Square Associates LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11623) on April 6, 2011. Kevin J. Nash, Esq., and J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New York, represents the Debtor. The Debtor disclosed $20,799,032 in assets, and $18,944,510 in debts. In September, H&S Journal filed with the U.S. Bankruptcy Court for the Southern District of New York a plan of reorganization and an explanatory disclosure statement. The Plan contemplates the sale of the Debtor's property at 912-921 Bergen Avenue, in Jersey City, New Jersey. The Debtor believes the sale will generate sufficient proceeds to pay creditors in full, or at least provides the opportunity for full payment depending on the ultimate sale price. HAMPTON ROADS: Bank Names Several Market Presidents --------------------------------------------------- Hampton Roads Bankshares, Inc., the holding company for The Bank of Hampton Roads and Shore Bank, announced that the Bank has named J. Patrick Banks, Jr., Mindi R. Bevington, Richard Byrne, Mary S. Oliver and James C. Saunders Market Presidents for the Chesapeake, Virginia Beach, Richmond, Norfolk and Suffolk markets, respectively. Saunders will also remain Market President in Emporia, VA. In their new positions, these individuals will be responsible for all aspects of business development in their markets. The Company also announced that Margaret P. Barney and L. Edward Putney, Jr., have been appointed Directors of the Bank's new Private Banking and Real Estate Lending units. Barney and Putney will work closely with Philip E. Richard, recently appointed Director of the Bank's new Small Business Banking unit, to broaden the range of community banking services the Bank provides in its markets. Douglas J. Glenn, the Company's Interim President and Chief Executive Officer, said, "As we continue to sharpen our focus on our community banking franchise in our core markets, our greatest asset is our strong team of highly experienced bankers who have deep roots in our communities and understand the needs of the families and businesses we serve. I am very pleased to recognize the contributions of these individuals to the Bank and confident that they will help us grow and strengthen our community banking franchise going forward." Banks joined the Bank in 1999 and most recently served as Senior Vice President and Commercial Banker at the Volvo Branch in Chesapeake. He has over 12 years of banking and retail experience in Chesapeake. Bevington joined the Bank in 2004 and most recently served as Senior Vice President and Commercial Banker at the Hilltop branch in Virginia Beach. She has over 25 years of banking experience, including over two decades in Virginia. Byrne joined the Bank in 2007. Previously, he served for a decade in sales management, commercial development and client management positions in Richmond with First Union/Wachovia and SouthTrust Bank. Oliver joined the Bank in October, 2011 and most recently served as Senior Vice President and City Executive - Norfolk. She has 19 years of banking experience in various markets in Virginia. Saunders joined Gateway Bank and Trust in 2005, and prior to his current role, held a number of positions in the Emporia market. Prior to joining Gateway Bank, he spent 14 years in the propane business as sales manager, branch manager and owner/operator. Barney joined the Bank in 2006 and most recently served as Senior Vice President and Commercial Banker at the Ghent Branch in Norfolk. She has over two decades of commercial and private banking experience. Putney joined the Bank in 2003 and most recently served as Senior Vice President and Real Estate Portfolio Leader at the Hilltop Branch. He has over 30 years of banking experience in Virginia. Richard joined the Bank in 1998. Prior to his current position, he served as Senior Vice President and City Executive in Norfolk. He has 13 years of banking experience. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company said in its Form 10-Q for the Sept. 30, 2010 quarter that due to its financial results, the substantial uncertainty throughout the U.S. banking industry, and the Written Agreement the Company and BOHR have entered into, doubts existed regarding the Company's ability to continue as a going concern through the second quarter of 2010. However, management believes this concern has been mitigated by the initial closing of the Private Placement that occurred on Sept. 30, 2010. The 2010 results did not include a going concern qualification from Yount Hyde. The Company reported a net loss of $210.35 million on $122.20 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $201.45 million on $149.44 million of total interest income during the prior year. The Company also reported a net loss of $76.82 million on $77.91 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $176.07 million on $93.61 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $2.43 billion in total assets, $2.30 billion in total liabilities, and $135.67 million in total shareholders' equity. HUDSON TREE: Seeks to Use Agriland Cash Collateral -------------------------------------------------- Hudson Tree Farm, Inc., seeks the Bankruptcy Court's permission to use cash collateral securing its obligations to Agriland PCA or Agriland FLCA. Before the petition date, the Debtor executed Promissory Notes, Security Agreements and Deeds of Trust with Agriland. As of Dec. 5, 2011, the total principal indebtedness owing by Debtor on the Agriland loans was $2,500,000, together with interest and all other charges. Agriland has not consented to the Debtor?s use of cash collateral. The Debtor said it needs access to cash collateral in order to remain in possession of its property and continue its business activity in an effort to achieve successful reorganization. The Debtor said it has no present alternative borrowing source from which it could secure additional funding to operate its business. The Debtor has prepared a 90-day budget through February 2012. In an effort to adequately protect Agriland's interests in the prepetition collateral for the Debtors? use of cash collateral, the Debtor proposes to provide Agriland with replacement liens pursuant to and in accordance with 11 U.S.C. Sec. 361(2), in and to all accounts receivable and inventory of the kind presently securing the indebtedness owing to Agriland purchased or acquired with Agriland's cash collateral. About Hudson Tree Farm Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has been engaged in the business of growing and selling trees. The company is formerly known as Hudson & Williams Investments, Inc. Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 11-43633) on Dec. 5, 2011. Chief Judge Brenda T. Rhoades oversees the case. Bill F. Payne, Esq. -- lgarner@moorefirm.com -- at The Moore Law Firm, LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The petition was signed by Mark Hudson, president. HUDSON TREE: Sec. 341 Creditors' Meeting Set for Jan. 6 ------------------------------------------------------- The Office of the U.S. Trustee in Tyler, Texas, will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Hudson Tree Farm, Inc., on Jan. 6, 2012, at 10:30 a.m. at Southfork Hotel 341 meeting. Proofs of claim are due by April 5, 2012. Government Proof of Claim are due by June 4, 2012. About Hudson Tree Farm Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has been engaged in the business of growing and selling trees. The company is formerly known as Hudson & Williams Investments, Inc. Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 11-43633) on Dec. 5, 2011. Chief Judge Brenda T. Rhoades oversees the case. Bill F. Payne, Esq. -- lgarner@moorefirm.com -- at The Moore Law Firm, LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The petition was signed by Mark Hudson, president. IVAX DIAGNOSTICS: Posts $1.2 Million Net Loss in 3rd Quarter ------------------------------------------------------------ IVAX Diagnostics, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.2 million on $4.1 of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $1.2 million on $4.0 million of revenues for the same period of 2010. The Company had a net loss of $3.0 million on $12.6 million of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $3.4 million on $13.0 million of revenues for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $17.8 million in total assets, $6.7 million in total liabilities, and stockholders' equity of $11.1 million. As reported in the TCR on April 5, 2011, Grant Thornton LLP, in Miami, Fla., expressed substantial doubt about IVAX Diagnostics' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company incurred a net loss of $4.2 million during the year ended Dec. 31, 2010, and used cash from operations of $1.9 million during the year ended Dec. 31, 2010. A complete text of the Form 10-Q is available for free at: http://is.gd/jO7xAD Miami, Fla.-based IVAX Diagnostics, Inc. (NYSE Amex: IVD) -- http://www.ivaxdiagnostics.com/-- through its subsidiaries, develops, manufactures and markets diagnostic test kits, or assays, and automated systems that are used to aid in the detection of disease markers primarily in the areas of autoimmune and infectious diseases. IMAGENETIX INC: Posts $3.0 Million Net Loss in Sept. 30 Quarter --------------------------------------------------------------- Imagenetix, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $3.0 million on $876,564 of sales for the three months ended Sept. 30, 2011, compared with net income of $70,022 on $3.2 million of sales for the three months ended Sept. 30, 2010. For the six months ended Sept. 30, 2011, the Company has reported a net loss of $3.3 million on $1.4 million of sales, compared with a net loss of $533,558 on $4.3 million of sales for the six months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2011, showed $2.0 million in total assets, $3.3 million in total liabilities, and a stockholders' deficit of $1.3 million. During the six months ended Sept. 30, 2011, and the year ended March 31, 2011, the Company incurred net losses of $3.4 million and $2.2 million, respectively, and had an accumulated deficit of $14.9 million and a working capital deficit of $1.4 million at Sept. 30, 2011. "The Company's ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due," the Company said in the filing. "The outcome of these matters cannot be predicted with any certainty at this time and as such raise substantial doubt as to the Company's ability to continue as a going concern." A complete text of the Form 10-Q is available for free at: http://is.gd/Mx1PZD San Diego, Calif.-based Imagenetix, Inc., develops, formulates and markets over-the-counter, natural-based nutritional supplements and skin care products. IVOICE INC: Hydra Completes Merger with iVoice Innovations ---------------------------------------------------------- iVoice, Inc., and Hydra, on Nov. 8, 2011, entered into an Amended and Restated Agreement and Plan of Merger that superseded the previously executed Agreement and Plan of Merger. Pursuant to the terms of the Amended Agreement Hydra, will merger into a wholly owned subsidiary of iVoice, iVoice Innovations, Inc. In exchange for the common stock of Hydra, the sole shareholder of Hydra, American Security Resources Corporation will receive 1 million shares of iVoice Series A Preferred Stock with each share of Preferred Stock convertible into 153.5 shares of iVoice Class A Common Stock. However, the Preferred Stock will have no voting rights. Pursuant to the Amended Agreement, the Preferred Stock will not be delivered to ASRC until the following conditions are met: (i) Delivery by Hydra the audited financial statements of Hydra for the fiscal year ended Dec. 31, 2010, and certain other conditions set forth on Exhibit C of the Amended Agreement. On Nov. 22, 2011, iVoice, Hydra and iVoice Innovations entered into Amendment No. 1 to the Amended Agreement. The Amended Agreement was revised to, among other things, add iVoice Innovations, Inc., as a party to the Amended Agreement. On Nov. 30, 2011, the transaction contemplated under the Amended and Restated Agreement and Plan of Merger, as amended, by and among iVoice, iVoice Innovations and Hydra, closed whereby Hydra merged into iVoice Innovations, a wholly owned subsidiary of iVoice. About iVoice Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is focused on the development and licensing of its proprietary technologies. To date the Company has filed fifteen (15) patent applications with the United States Patent and Trademark Office for speech enabled applications that the Company has developed internally. Of the patent applications the Company has filed, four (4) patents have been awarded. The Company also reported a net loss of $826,318 on $171,527 of sales for the nine months ended Sept. 30, 2011, compared with a net loss of $719,745 on $142,996 of sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.36 million in total assets, $3.96 million in total liabilities, and a $2.60 million total stockholders' deficit. As reported by the TCR on April 25, 2011, Rosenberg Rich Baker Berman & Co, in Somerset, New Jersey, expressed substantial doubt about iVoice, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial accumulated deficits. JACKSON HEWITT: To Increase Wal-Mart Store Presence by 40% ---------------------------------------------------------- Dow Jones' DBR Small Cap reports that Jackson Hewitt Tax Service Inc. confirmed it will increase it presence at Wal-Mart Stores Inc. by 40% under a new multiyear agreement. About Jackson Hewitt Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka JHTS Inc., provides computerized preparation services for federal, state and local individual income tax returns in the United States through a nationwide network of franchised and company-owned offices operating under the brand name Jackson Hewitt Tax Service. The Company has 700 franchisees who collectively operated a total of 4,846 offices. The Company also operates 1,110 company-owned offices. Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011. Judge Mary F. Walrath presides over the case. Skadden, Arps, Slate, Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel. Alvarez & Marsal North America, LLC, serves as their financial advisor. Moelis & Company LLC acts as investment banker. The Garden City Group, Inc., serves as the Debtors' Claims and Noticing Agent. The Debtors also tapped Deloitte & Touche to serve as tax advisors and Kekst & Company to serve as communications advisors. BDO Financial serves as financial advisors to the Official Committee of Unsecured Creditors. Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court at a May 25 hearing that investor and financier Bayside Capital is in line to be "a significant majority" owner of Jackson Hewitt. Bayside Capital has $4.5 billion under management. Bayside is the largest of 10 secured lenders that Jackson Hewitt owes a total of $357 million. Mr. McDermott also told the Court that Jackson Hewitt, worth an estimated $225 million, does not have sufficient value to cover the secured debt. Jackson Hewitt on Aug. 8, 2011, received confirmation of its "pre- packaged" Plan of Reorganization. Under the Plan, Jackson Hewitt will emerge as a private company. The majority owner of Jackson Hewitt's new equity will be Bayside Capital, an affiliate of Miami, FL-based H.I.G. Capital, and the largest holder of Jackson Hewitt's secured debt prior to its restructuring. As of June 30, 2011, the Company's balance sheet showed $390.3 million in total assets, $432.9 million in total liabilities, and a stockholders' deficit of $42.6 million. J.C. EVANS: Want to Employ Glass & Co as Accountants ---------------------------------------------------- JCE Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the Western District of Texas for permission to employ Glass & Company Certified Public Accountants, P.C., as accountants. Glass & Company will provide these services to the Debtor: a) audit the financial statements of the J.C. Evans Construction Co., Inc., 401(k) Employee Retirement Plan and Trust; b) audit the financial statements of the J.C. Evans Construction Company, Inc. Employees' Stock Ownership Plan and Trust; and c) provide such other consulting, advice, research, planning, and analysis regarding tax services as may be necessary, desirable, or requested from time to time with regard to the Plan, the ESOP, or otherwise. As of the Petition Date, Glass was owed $15,657 by the Debtors for accounting services rendered to the Debtors prepetition. To facilitate its employment and retention during the pendency of the Cases to render the services, Glass has agreed to waive half of its prepetition debt, such that the Debtors propose to pay Glass $7,828 upon entry of an order by the Court employing Glass. Compensation will be payable to Glass on an hourly basis, plus reimbursement of actual, necessary expenses incurred by Glass. The hourly rates for the individuals involved in providing services to the Debtor are: Service Provider Hourly Rate ---------------- ----------- Shareholders $270 Managers $170 Senior Associates $120 Staff Associates $110 The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About J.C. Evans Construction With roots stretching back over 55 years, J.C. Evans is a heavy equipment construction company based in Leander, Texas. Through J.C. Evans Construction Co., L.P., a Texas limited partnership d/b/a/ American Aggregates, the Company owns and operates a construction company specializing in heavy site preparation on commercial, pipeline, utility and highway projects, including excavating, trenching, site preparation and construction. Through Adkins Land Development, L.P., a Texas limited partnership, the Company owns a 700-acre quarry, which produces aggregate for use in road construction. J.C. Evans Construction Holdings is the holding company that owns directly or indirectly each of the other entities. In turn, Holdings is owned by a trust for the benefit of the current and former employees of J.C. Evans through an Employee Stock Ownership Plan. Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex. Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011. These are JCE Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and Adkins Land Development. The cases are jointly administered before Judge Craig A. Gargotta. George H. Tarpley, Esq., and Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve as bankruptcy counsel. Tittle Advisory Group, Inc., provides financial advisory services. Butler Burgher Group LLC provides real estate appraisal services with regard to the valuation of the Debtors' headquarters and warehouse properties, consisting of 28 acres near Leander, Texas. In its petition, JC Evans disclosed $51,543,030 in assets and $74,203,554 in liabilities as of the Chapter 11 filing. A creditors' committee has been appointed by the U.S. Trustee. The Committee has hired Gardere Wynne Sewell LLP as counsel. JEWISH COMMUNITY CENTER: Sec. 341 Creditors' Meeting on Jan. 5 -------------------------------------------------------------- The United States Trustee for Region 3 will convene a Meeting of Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the Chapter 11 case of Jewish Community Center of Greater Monmouth County on Jan. 5, 2012, at 12:00 p.m. at Room 129, Clarkson S. Fisher Courthouse. Proofs of claim are due in the case by April 4, 2012. Deal Park, New Jersey-based Jewish Community Center of Greater Monmouth County, a Not-For-Profit Corporation, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq. -- tneumann@bnfsbankruptcy.com -- at Broege, Neumann, Fischer & Shaver, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The petition was signed by Stephen Levy, president. The Debtor's secured creditor, TD Bank, N.A., is represented by Nola R. Bencze, Esq., at Buchanan Ingersoll & Rooney PC. JEWISH COMMUNITY CENTER: Status Conference on Jan. 23 ----------------------------------------------------- The Bankruptcy Court will hold a Chapter 11 Status Conference in the bankruptcy case of Jewish Community Center of Greater Monmouth County on Jan. 23, 2012, at 11:00 a.m. at MBK - Courtroom 3, Trenton. Deal Park, New Jersey-based Jewish Community Center of Greater Monmouth County, a Not-For-Profit Corporation, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq. -- tneumann@bnfsbankruptcy.com -- at Broege, Neumann, Fischer & Shaver, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The petition was signed by Stephen Levy, president. The Debtor's secured creditor, TD Bank, N.A., is represented by Nola R. Bencze, Esq., at Buchanan Ingersoll & Rooney PC. JEWISH COMMUNITY CENTER: Hiring Broege Neumann as Bankr. Counsel ---------------------------------------------------------------- Jewish Community Center of Greater Monmouth County, New Jersey, requires the services of attorneys who are experienced in the complex area of bankruptcy law and who will be able to render expert legal advice and counsel to assist the Debtor in its goal to reorganize under Chapter 11 of the Bankruptcy Code. In this regard, the Debtor seeks Court authority to employ Timothy P. Neumann, Esq., and the law firm of Broege, Neumann, Fischer & Shaver, LLC, in Manasquan, New Jersey. The Debtor proposes to pay the firm at these hourly rates: Timothy P. Neumann, Esq. $500 per hour Peter J. Broege, Esq. $450 per hour Frank Fischer, Esq. $375 per hour David E. Shaver, Esq. $375 per hour Danielle Maschuci, Esq. $325 per hour Paralegals $90 per hour Broege Neumann represented the Debtor prior to the bankruptcy filing in a foreclosure proceeding initiated in the Superior Court of New Jersey entitled, TD Bank, N.A. vs. Jewish Community Center of Greater Monmouth County, Docket No. MON-F-001909-11; and a law division proceeding entitled TD Bank, N.A. vs. Jewish Community Center of Greater Monmouth County MON-L-004493-11. The firm attests that it does not hold an adverse interest to the estate; does not represent an adverse interest to the estate; and is a disinterested person under 11 U.S.C. Sec. 101(14). About Jewish Community Center of Greater Monmouth County Deal Park, New Jersey-based Jewish Community Center of Greater Monmouth County, a Not-For-Profit Corporation, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq. -- tneumann@bnfsbankruptcy.com -- at Broege, Neumann, Fischer & Shaver, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The petition was signed by Stephen Levy, president. The Debtor's secured creditor, TD Bank, N.A., is represented by: Nola R. Bencze, Esq. BUCHANAN INGERSOLL & ROONEY PC 700 Alexander Park, Suite 300 Princeton, NJ 08540-6347 Tel: 609-987-6853 E-mail: nola.bencze@bipc.com KERZNER INT'L: Buyout Investors Hit as Developer Digs Out of Debt ----------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that five years after resort operator Kerzner International Holdings Ltd. was taken private in a $4 billion buyout by a group of big-name investors -- including Goldman Sachs Group Inc.'s Whitehall funds and Colony Capital LLC -- the deal has turned into a bad bet. Kerzner International is the owner of several luxury getaways. The Atlantis resort in the Bahamas, Kerzner's flagship property, is one of the most popular resorts in North America. KULLMAN BUILDING: Assets Auction Set for Dec. 13 ------------------------------------------------ An auction of the assets of pre-manufactured and modular building company Kullman Building Corp. is scheduled to begin on Tuesday, December 13 under the direction of Alco Capital Group, Inc., Assignee for the Benefit of Creditors. The sale will be conducted at the company's site at 1 Kullman Corporate Campus Drive in Lebanon and online by auctioneer Tiger/Daley-Hodkin, which was retained by Alco Capital and confirmed by the Court. The auction will include metalworking and fabrication, welding, woodworking, painting and spray booth equipment, as well as rolling stock, modular buildings, building materials, fixtures, and other assets. On-site previews will be held from 9:00 a.m. to 4:00 p.m., on Saturday, December 10; Monday, December 12, and on the day of sale. The auction will get under way at 10:00 a.m., next Tuesday. Elaborating on the assets being auctioned, Jeff Tanenbaum, president of Tiger's Remarketing Services Division, said: "The sale offers a diverse mix of items catering to all types of buyers. Other modular building manufacturers may appreciate the Peddinghaus state-of-the-art thermal steel fabricator or Lincoln robotic welding system, while small businesses and the general public will have an opportunity to bid on hundreds of power tools, trucks, smaller machinery and Kullman's inventory of bathroom fixtures and building supplies. Throw in the company's selection of office furniture and computers, and this is definitely a 'something for everyone' type of auction." Kullman Building Corp. traces its roots to 1927, when Sam Kullman started a modular-building business to create prefabricated diners. As the popularity of the roadside eateries waned, the company morphed into building products for new markets. More recently, Kullman produced prefabricated housing, dormitories, prisons, schools, banks, equipment enclosures, offices, and bathrooms. Alco Capital was confirmed as Assignee by the Superior Court of New Jersey-Hunterdon County on Oct. 21, 2011. The Court confirmed Tiger/Daley-Hodkin as auctioneer on December 6. Under an assignment for the benefit of creditors, the insolvent entity transfers legal and equitable title, as well as custody and control of its property, to a third party in trust. Proceeds of the asset dispositions are released by the Assignee to the Assignor's creditors in accord with priorities established by law. The creditors and debtor in this case concluded that an ABC should be a quicker and less expensive option than a traditional bankruptcy, according to Alco Capital. About Tiger/Daley-Hodkin Tiger/Daley-Hodkin and its affiliates at Tiger Group provide advisory, restructuring, valuation, disposition and auction services within a broad range of retail, wholesale, and industrial sectors. With over 40 years of experience and substantial financial backing, Tiger offers a uniquely nimble combination of expertise, innovation and financial resources to drive results. Tiger's seasoned professionals help clients identify the underlying value of assets, monitor asset risk factors and, when needed, convert assets to capital in a variety of ways quickly and decisively. Tiger's collaborative and no-nonsense approach is the foundation for its many long-term 'partner' relationships and decades of uninterrupted success. Tiger maintains offices in Boston, Los Angeles, New York and Atlanta. L.A. DODGERS: Hearing on FOX TV Rights Dispute Continues -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that on Dec. 7 the Los Angeles Dodgers held the first part of a two-day hearing where the judge will rule whether the team can hold an auction early next year for television broadcasting rights beginning with the 2014 season. Fox Entertainment Group Inc. is opposing, saying an auction would violate the existing agreement where Fox has television rights through 2013 coupled with rights of first refusal and first negotiation. The report relates that at the Dec. 7 hearing, the bankruptcy judge gave the Dodgers a six-month extension of the exclusive right to propose a Chapter 11 plan until April 25. The hearing was scheduled to continue Dec. 8. Fox's lawyer, the report discloses, said at the hearing that his client might withhold payment of a seven-figure fee due in January on account of what the broadcaster sees as a violation of the existing contract. A ruling by the bankruptcy judge on auctioning television rights won't end disputes. Fox has a motion on the Dec. 27 calendar to dismiss the Chapter 11 case. At the same hearing, the team will seek approval of a settlement with the commissioner of Major League Baseball which requires selling the club by April. About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. L.A. DODGERS: Discloses Details of Deal With MLB ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Los Angeles Dodgers baseball club on Dec. 6 publicly disclosed the definitive settlement agreement with the commissioner of Major League Baseball. The report relates that the team scheduled a Dec. 27 hearing to approve procedures for selling the team at the auction called for as the centerpiece of the settlement. Originally announced on Nov. 2, the settlement requires holding an auction no later than April 1, with completion of the sale by April 30. Commissioner Bud Selig is no longer opposing the sale of television broadcasting rights to kick in with the 2014 season. Mr. Rochelle relates that as previously announced, a purchaser may acquire the assets or the stock of the entities that own the team and the stadium. The sale will include a lease for the parking lot owned by a non-bankrupt company controlled by the team's owner, Frank McCourt. Rather than lease, a buyer can purchase the parking lot if McCourt agrees to the price. The agreement contemplates receiving initial bids by Jan. 13. A bid can include future or contingent payments. If there are disputes over the sale process, they will by mediated by retired U.S. District Judge Joseph J. Farnan Jr., who worked out the settlement with Mr. Selig. The sale purports not to bind Fox Entertainment Group Inc., which has broadcasting rights through the end of the 2013 season. A principal feature of the settlement is Mr. Selig's agreement to drop opposition to an auction of television rights. Fox contends a sale now will violate its rights of first negotiation and first refusal. The bankruptcy court was scheduled to holding a hearing Dec. 6 ostensibly to rule on whether the television sale is permissible as a result of rights the Dodgers obtained by being in bankruptcy. The commissioner filed papers in bankruptcy court Dec. 6 to strike requests by Fox requiring the commissioner to produce documents and give testimony under oath. Lawyers for the commissioner contend the bankruptcy judge already ruled that Fox couldn't take discovery from the commissioner with regard to the motion for permission to auction broadcasting rights. Mr. McCourt sought to hold an auction to demonstrate the worth of the broadcasting rights, which he considers one of the team's most valuable assets. About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. LEHMAN BROTHERS: Wins Approval of ACESO Stock Purchase ------------------------------------------------------ Lehman Brothers Holdings Inc. and the trustee liquidating its brokerage obtained court approval of an agreement, which calls for the purchase by the company of Aceso Holdings Inc.'s stock from the brokerage. The deal would allow LBHI to obtain control of the health care trust owned by Aceso Holdings, a subsidiary of the Lehman brokerage. The trust was established to qualify as a voluntary employees' beneficiary association (VEBA). In September 2008, the brokerage formed Aceso Holdings, and LBHI transferred $125 million in cash to the brokerage, $95 million of which was used to fund the VEBA. Under the deal, LBHI will purchase the brokerage's 100 shares of Aceso Holdings for an aggregate price of $1,885. The company and the trustee also agreed to settle their dispute over the ownership of and claims related to the VEBA. 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) LEHMAN BROTHERS: Bank of Taiwan Wins OK to Assign Note ------------------------------------------------------ Judge James Peck approved a motion by Bank of Taiwan to assign or transfer its interests in a promissory note it executed with Lehman Brothers Holdings Inc. Bank of Taiwan filed the motion after LBHI allegedly turned down its bid to assign or transfer its interests to a third party. The terms of the promissory note permit such assignment or transfer but with prior approval from LBHI. The promissory note was executed to evidence the $25 million loan Bank of Taiwan provided to the company, which the latter allegedly failed to pay. 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) LEHMAN BROTHERS: Seeks Approval of Gleacher as Fin'l Advisor ------------------------------------------------------------ Lehman Brothers Holdings Inc. has filed an application to employ Gleacher & Companies Securities Inc. as its financial advisor effective February 17, 2011. LBHI tapped the firm's services solely in connection with a potential transaction designed to monetize its stake in a real estate investment trust known as Archstone Enterprise LP. In 2007, the company and its affiliates, along with the affiliates of Bank of America N.A. and Barclays Capital Real Estate, Inc., invested as much as $4.8 billion in the common equity of Archstone, of which about $2.4 billion is attributable to Lehman's indirect interests. As financial advisor, Gleacher & Companies will, among other things, assist LBHI in negotiating a private offering or initial public offering of equity securities by Archstone, or another transaction involving the sale of assets and formation of asset-level joint ventures. The firm will also assist the company in obtaining corporate or debt ratings from statistical rating organizations, and in obtaining debt commitments for a new credit facility for Archstone. In exchange for its services, Gleacher & Companies will receive a monthly retention fee in the sum of $300,000. The retention fees will be capped at $3.6 million. The firm will also receive fees upon completion of any of the contemplated transactions and will be reimbursed for its expenses. Further, LBHI agreed to indemnify the firm for losses resulting from its employment. In an affidavit, Stephen Hentschel, managing director and head of Real Estate Investment Banking at Gleacher & Companies, disclosed that the firm does not hold or represent interest adverse to LBHI and its affiliated debtors. 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) LEHMAN BROTHERS: Phil. Agency Denies $3.5MM Losses in Collapse -------------------------------------------------------------- The Power Sector Assets and Liabilities Management (PSALM) Corporation, a corporation owned by the Philippine government, denied allegations that it incurred $3.5 million in losses as a result of its investment in now bankrupt Lehman Brothers, according to a press statement dated Dec. 1. Gil Cabacungan, writing for the Philippine Daily Inquirer, reported on Nov. 30 that Benjamin Evardone, a representative from a congressional district in the Philippines, said PSALM has finally admitted that it lost $3.5 million in investments when the Lehman Brothers investment bank went belly up three years ago in the biggest bankruptcy case in U.S. history. According to Mr. Evardone, PSALM has admitted the losses after the agency placed a newspaper advertisement offering a PHP20 million contract for legal services to recover its investments from Lehman Brothers Special Financing, the Inquirer said. PSALM President and Chief Executive Officer Emmanuel R. Ledesma Jr., said the transaction that PSALM entered into with Lehman Brothers was not an investment but a hedging transaction, specifically a Principal Only Swap transaction. The transaction, he said, could be likened to an insurance purchase wherein PSALM pays an annual expense premium of 2.687% on the notional amount of USD100 million for 19 years. In exchange, PSALM, or the Philippine government, has the right to buy dollars at PhP44.788 in 2028 regardless of the foreign exchange rate at that time. "Counterparties for the POS deal were selected based on a comprehensive selection process under the guidance of the Government Policy Procurement Board, the Department of Finance, and the Bureau of the Treasury," Mr. Ledesma pointed out. Mr. Ledesma also stated that when Lehman Brothers filed for bankruptcy three years ago, PSALM had only made two premium payments. In addition, PSALM immediately invoked the International Swaps and Derivatives Association, Inc. agreement upon learning of the Lehman Brothers bankruptcy, terminated the transaction on November 3, 2008, and replaced it with a new POS with the same terms and conditions. "The replacement is to ensure the continuous protection of PSALM's transaction that it initially made with Lehman Brothers," Mr. Ledesma emphasized. "Hence, to say that PSALM lost in the deal is totally inaccurate. In fact, the value of the Lehman swap that was replaced may now be sold in the derivatives market for up to approximately USD12.85 million as of November 2011." Mr. Ledesma further clarified that the reason for the ITB is to tie up loose ends with Lehman Brothers to ensure the continuous protection of PSALM's rights under the ISDA. The legal counsel will help facilitate the claims that PSALM filed in a New York court for approximately USD3.4 million representing the cost of the replacement and other expenses (legal fees, damages, etc.) as may be allowed under the provisions of the ISDA, according to the statement. "I exposed this bad investment with Lehman a year ago and PSALM officials vehemently denied it. This ad is proof that it squandered its funds with its risky investments. PSALM should explain to the public why it invested in Lehman when its primary function was to use the proceeds of the sale of Napocor (National Power Corp.) assets to pay its debts so that this will not be passed on to the consumers," Mr. Evardone told the Inquirer. 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) LEHMAN BROTHERS: Sues Katten Muchin Over Bungled Hotel Loan Docs ---------------------------------------------------------------- Lehman Brothers Holding Inc. filed a lawsuit against law firm Katten Muchin Rosenman LLP for allegedly failing to file proper paperwork related to Lehman's $14.6 million loan to a developer to buy and renovate an upstate New York hotel, Liz Hoffman of Law360 reported on Dec. 1. The lawsuit, filed in New York state court, says the firm didn't file the required contract with the county clerk when Lehman made the loan to developer Genwood Strathallan LLC, the report said. Because of the oversight, Lehman's claim was subordinated to a mechanics liens when Genwood defaulted on the loan, the report added. Katten Muchin represents several creditors in LBHI's bankruptcy cases. LEHMAN BROTHERS: $1.48-Bil. Already Paid to Advisors, Lawyers ------------------------------------------------------------- Lehman Brothers Holdings Inc. disclosed these cash receipts and disbursements of the company, its affiliated debtors and controlled entities for the month ended October 31, 2011: Beginning Total Cash & Investments (10/01/11) $25,737,000,000 Total Sources of Cash 1,560,000,000 Total Uses of Cash (962,000,000) FX Fluctuation 16,000,000 --------------- Ending Total Cash & Investments (10/31/11) $26,351,000,000 LBHI reported $4.225 billion in cash and investments as of October 1, 2011, and $4.857 billion as of October 31, 2011. The monthly operating report also showed that a total of $37.191 million was paid last month to the U.S Trustee and professionals that were retained in the Debtors' Chapter 11 cases. From September 15, 2008 to October 31, 2011, a total of $1,479,849,000 was paid to the U.S. Trustee and professionals, of which $487,593,000 was paid to the Debtors' turnaround manager Alvarez & Marsal LLC while $358,649,000 was paid to their bankruptcy counsel, Weil Gotshal & Manges LLP. A copy of the October 2011 Operating Report is available for free at http://bankrupt.com/misc/LehmanMOROct3111.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) L.I.F.T. LLC: Files Schedules of Assets and Liabilities ------------------------------------------------------- LIFT (Louisiana Institute of Film Technology), LLC, 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 $0 B. Personal Property $24,359 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $2,844,045 ----------- ---------- TOTAL $24,359 $2,844,045 New Orleans, Louisiana-based LIFT (Louisiana Institute of Film Technology) LLC is the subject of an involuntary Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New Orleans. Judge Jerry A. Brown presides over the case. Malcolm Petal asserts a claim for $1,218,500 on account of a loan. William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC, in New Orleans, represents the Debtor as counsel. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has been established. L.I.F.T. LLC: Court Approves Steffes Vingiello as Counsel --------------------------------------------------------- L.I.F.T. (Louisiana Institute of Film Technology) LLC obtained authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Steffes, Vingiello & McKenzie, L.L.C. as counsel. Steffes Vingiello will, among other things: (a) advise the Debtor with respect to its rights, powers and duties as Debtor and Debtor in Possession in the continued operation and management of the business and property; (b) prepare and pursue confirmation of a plan of reorganization and approval of a disclosure statement; (c) prepare on behalf of the Debtor all necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed; (d) advise the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed by other parties; and (e) appear in Court to protect the interests of the Debtor before this Court. The firm will charge the Debtor based on the hourly rates of its professionals: William E. Steffes $375 Other Senior Partners $340 Other Partners $320 Associates $245 to $225 Paralegals $90 The Debtor will also reimburse Steffes Vingiello for its actual and necessary out-of-pocket expenses. The firm has received a $15,000 retainer fee. William E. Steffes, Esq., a member at Steffes, Vingiello & McKenzie, L.L.C., assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. New Orleans, Louisiana-based L.I.F.T. (Louisiana Institute of Film Technology) LLC is the subject of an involuntary Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New Orleans. Judge Jerry A. Brown presides over the case. Malcolm Petal asserts a claim for $1,218,500 on account of a loan. L.I.F.T. LLC: Court OKs McGlinchey Stafford as Special Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Louisiana authorized L.I.F.T. (Louisiana Institute of Film Technology), LLC, to employ the the law firm of McGlinchey Stafford, PLLC, as Special Counsel to the Debtor, in connection with the Debtor's claims for recovery of tax credits from the State of Louisiana which are the most substantial assets of the Debtor's estate. McGlinchey is a creditor of the Debtor with a claim amount for services rendered that has not been definitively quantified. To the best of the Debtor's knowledge, information and belief, McGlinchey does not have any connection with the Debtor, other than in relation to the claims against the State of Louisiana which is the basis for this motion, their respective attorneys or other professionals, or any employee of the office of the United States Trustee. McGlinchey has agreed to act as special counsel for a contingency fee of 30% of any gross proceeds received by the Debtor related to its claim for damages against the State of Louisiana, subject to adjustment of up to 12% more in the event prior counsel must also be paid a contingency fee. New Orleans, Louisiana-based LIFT (Louisiana Institute of Film Technology) LLC is the subject of an involuntary Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New Orleans. Judge Jerry A. Brown presides over the case. Malcolm Petal asserts a claim for $1,218,500 on account of a loan. William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC, in New Orleans, represents the Debtor as counsel. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has been established. LOCATION BASED TECH: CEO Presents at 4th Annual LD Micro Confab --------------------------------------------------------------- Dave Morse, CEO of Location Based Technologies, Inc., gave a presentation at the LD Micro Growth Conference on Dec. 7, 2011. Morse explained the background of the company and its small personal GPS locator device called PocketFinder, sold exclusively at Apple Retail Stores and the Online Apple Store. His presentation began at 2 p.m. PDT at the Luxe Sunset Bel Air Hotel, located at 11461 Sunset Boulevard in Los Angeles. The LD MICRO Invitational showcases some of the fastest-growing and profitable companies in the technology sector on the OTC, NASDAQ, and NYSE. The conference features CEOs and CFOs from 101 companies presenting over two days and attendees include a select group of institutional portfolio managers and analysts. 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. Location Based reported a net loss of $8.22 million on $16,969 of total net revenue for the year ended Aug. 31, 2011, compared with a net loss of $9.06 million on $67,090 of total net revenue during the prior year. The Company's balance sheet at Aug. 31, 2011, showed $9.40 million in total assets, $4.17 million in total liabilities, $685,500 in commitments and contingencies and $4.53 million in total stockholders' equity. Comiskey & Company, in Denver Colorado, expressed substantial doubt about the Company's ability to continue as a going concern following the 2011 results. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $37,000,000. There is no established sales history for the Company's products, which are new to the marketplace. LOCATION BASED TECH: 3 New Directors Appointed to Board Committees ------------------------------------------------------------------ Location Based Technologies, Inc., previously reported that the Board of Directors had increased the number of directors from three to seven and had appointed Greggory Haugen, Charles "Chuck" Smith, David Meyers and Ronald Warner to the Company's Board of Directors effective Oct. 25, 2011. At that time the new directors had not been appointed to any committees of the Board of Directors. On Dec. 2, 2011, the Board of Directors created Audit, Compensation and Governance & Nominating Committees and appointed the directors to these committees as follows: Compensation Committee: Chuck Smith, Chair Ron Warner David Meyers Audit Committee: David Meyers, Chair Ron Warner Chuck Smith Governance & Nominating Committee: Ronald Warner, Chair Chuck Smith David Meyers In addition, Greggory Haugen was appointed Lead Director. Meanwhile, Joseph Scalisi resigned from the Board of Directors of Location Based on Dec. 1, 2011. As one of the officers of the Company, Mr. Scalisi resigned so that the Board of Directors may be deemed more independent. He will remain as the Company's Co- President and Chief Development Officer. 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. Location Based reported a net loss of $8.22 million on $16,969 of total net revenue for the year ended Aug. 31, 2011, compared with a net loss of $9.06 million on $67,090 of total net revenue during the prior year. The Company's balance sheet at Aug. 31, 2011, showed $9.40 million in total assets, $4.17 million in total liabilities, $685,500 in commitments and contingencies and $4.53 million in total stockholders' equity. Comiskey & Company, in Denver Colorado, expressed substantial doubt about the Company's ability to continue as a going concern following the 2011 results. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $37,000,000. There is no established sales history for the Company's products, which are new to the marketplace. LORD & TAYLOR: S&P Assigns Preliminary 'B+' Corp. Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B+' corporate credit rating to Lord & Taylor Holdings LLC. The outlook is stable. "At the same time, we assigned our preliminary 'BB' issue-level rating and preliminary '1' recovery rating to the company's proposed $450 million term loan due 2019," S&P said. "According to the company, it is refinancing its existing capital structure with a new $300 million asset-based revolving credit facility (unrated), $450 million first-lien term loan, $280 million of preferred equity, and $147 million of common equity. The company will use the proceeds of the transaction to refinance its existing CMBS loan and other debt," S&P said. "The ratings on Lord & Taylor reflect the company's "highly leveraged" capital structure and thin cash flow protection measures after the proposed refinancing," said Standard & Poor's credit analyst David Kuntz. "The company's 'weak' business risk (as we define in our criteria) incorporates our view of its participation in the highly competitive department store industry, geographic concentration, and its relatively small size compared with its peers. The company's recent robust performance and our expectation for further operational gains somewhat offset these factors. After the completion of the transaction, we expect the company to be highly leveraged with thin cash flow protection measures." "The stable outlook reflects our expectation that performance is likely to improve over the near term, but at a diminished rate. We believe that the weak economy is likely to dampen consumer spending over the next 12 months. We expect investments in the direct business and new-store-opening expenses are likely to offset margin gains from expense controls and positive operating leverage. In our view, the company's position as a fashion retailer of brands somewhat insulates it from higher product costs," S&P said. "We could raise the rating if the company is able to execute well over the near term with on-trend merchandise that resonates well with the customer. Under this scenario, same-store sales would be in the upper-single digits or low-double digits and margins would be about 50 to 75 basis points ahead of our expectations. This would result in leverage in the mid-4.0x area," S&P said. "Conversely, we could lower the rating if consumer sentiment materially weakens or merchandise missteps result in substantial performance erosion. This would lead to about flat same-store sales and operating margins declining by about 50 basis points. At that time, leverage would increase to the upper-6.0x area," S&P said. M WAIKIKI: Seeks 9-Month Extension of Plan Exclusivity ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that M Waikiki LLC is seeking a nine-month extension until Sept. 30, 2012, of the exclusive right to propose a reorganization plan. According to the report, as grounds for precluding anyone else from filing a plan, the hotel lauds the reduction in monthly operating losses since filing in Chapter 11. For September and October 2011, the hotel said in a court filing that the aggregate net operating loss was "just" $428,500. The report relates that the so-called exclusivity motion will be the topic of a hearing on Dec. 15. The hotel, according to the report, contends some of the improvement in operations resulted from ousting Marriott International Inc. as the property's manager. The hotel filed in Chapter 11 on Aug. 31 to prevent Marriott from retaking management pursuant to a temporary restraining order signed by a state court judge in New York just before the bankruptcy filing. About M Waikiki M Waikiki owns the Modern Honolulu, a world-class, luxury hotel property located close to Waikiki Beach in Hawaii. The hotel is being managed by Modern Management Services LLC, an affiliate of Aqua Hotels and Resorts. M Waikiki is a Hawaii limited liability company with its principal place of business located in San Diego, California. It is a special purpose entity, having roughly 75 indirect investors, which was formed to acquire the Hotel. The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 11-02371) on Aug. 31, 2011. Judge Robert J. Faris presides over the case. Patrick J. Neligan, Esq., at Neligan Foley LLP, and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the Debtor. The Debtor tapped XRoads Solutions Group, LLC and XRoads Case Management Services, LLC, as its financial and restructuring advisor. Klevansky Piper LLP serves as its general counsel. The Debtor disclosed $216,116,142 in assets and $135,085,843 in liabilities as of the Chapter 11 filing. Modern Management is represented by Christopher J. Muzzi, Esq., atMoseley Biehl Tsugawa Lau & Muzzi LLC. Marriott Hotel Services, which used to provide management services, is represented by Susan Tius, Esq., at Rush Moore LLP LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter & Hampton LLP. MANISTIQUE PAPER: Creditor Objects to Proposed Sale Timeline ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that a creditor is objecting to Manistique Paper Inc.'s proposed auction plan, saying it leaves too little time for creditors to examine the winning bidder ahead of a court hearing to approve the sale. As reported in the Troubled Company Reporter on Dec. 5, 2011, Manistique Papers is asking the U.S. Bankruptcy Court for the District of Delaware to extend the period during which time within which it has the exclusive filing period to April 13, 2012, and extending the exclusive solicitation period through and including June 15, 2012. Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, submits that cause exists for the extension of the Exclusive Periods because the initial 120 days of this case were devoted in large part to working out a consensual order authorizing the use of cash collateral, obtaining a new lender and postpetition financing, and stabilizing the Debtor's operations. The Debtor and its professionals were required to devote the bulk of their time to financing and operations as well as other matters that customarily arise in the early stages of a Chapter 11 proceeding. About Manistique Papers Manistique Papers Inc. operates a landfill in Manistique, Michigan, whereby residuals resulting from paper production are deposited. It owns a 125,000 ton-a-year plant making specialty papers from recycled fiber. Manistique Papers filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011. Godfrey & Kahn, S.C. represents the Debtor in its restructuring effort. Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware bankruptcy co-counsel. Vector Consulting, L.L.C., serves as its financial advisor. Baker Tilly Virchow Krause, LLC, serves as its accountant. The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Manistique Papers is represented by Lowenstein Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware counsel. J.H. Cohn LLC serves as the panel's financial advisor. Manistique Papers disclosed $19,688,471 in assets and $24,633,664 in liabilities as of the Chapter 11 filing. MERIDIAN MORTGAGE: Trustee Files $150MM Suit vs. Auditor, Berg -------------------------------------------------------------- Eagan Avenatti, LLP, disclosed the Trustee of the Meridian Investors Trust under the confirmed plan of liquidation in the Meridian Mortgage bankruptcy filed a lawsuit earlier in King County Superior Court on behalf of investors seeking to recover in excess of $150 million as a result of what is believed to be the Northwest's largest Ponzi scheme in history. The suit names auditors Moss Adams, LLP and Frederick Darren Berg as defendants and alleges that Berg, with the knowledge and assistance of Moss Adams, engaged in a massive fraud designed to misappropriate millions of dollars from hundreds of investors in order to fund Berg's own lavish lifestyle and further enrich Moss Adams. The funds include the Meridian Mortgage Investors Funds and Meridian Real Estate Opportunity Funds. According to the complaint, for approximately a decade, Berg raised more than $360 million from more than 1,000 investors as part of his Ponzi scheme and used auditing firm Moss Adams to vouch for the accuracy and health of the funds when Moss Adams knew or should have known Berg was engaged in fraud. The suit further alleges that Moss Adams failed to conduct even the most basic tasks in connection with their audits of the funds and purposely turned a "blind eye" to Berg's fraud in order to earn more fees for the firm. Berg is currently being held without bail at the Federal Detention Center in SeaTac, Washington while he awaits trial next year on related criminal charges. "My sole objective from the beginning has been to maximize recovery of assets for the investors," said Mark Calvert, the Trustee of the Meridian Investors Trust and Founder of Cascade Capital Group. "We have worked diligently to accomplish this goal and this lawsuit is a significant step." "Berg, with the assistance of Moss Adams, orchestrated one of the largest Ponzi schemes in history," said attorney Michael Avenatti of Eagan Avenatti, LLP, the law firm representing Calvert in his role as Trustee for the Meridian Investors Trust. "We look forward to trying this case and presenting the mountain of evidence of Defendants' conduct to a jury." About Cascade Capital Group Cascade Capital Group provides a select set of services to its clients, with a primary focus on financial and operational management and investment banking, and as advisors to businesses, investors, and lenders. The firm is also experienced in forensic accounting. About Eagan Avenatti, LLP Michael J. Avenatti, Esq. is a founding partner of Eagan Avenatti, LLP, a firm of trial attorneys that specializes in litigating a variety of high profile legal disputes in courts throughout the United States. Avenatti and EA are consistently ranked among the best attorneys in America. The firm is based in Los Angeles, California. About Meridian Mortgage In November 2010, a federal grand jury in Seattle has indicted Frederick Darren Berg on 12 counts of wire fraud, money laundering and bankruptcy fraud in connection with the demise of his Meridian Group of investment funds. Prosecutors believe Mr. Berg took in more than $280 million, with the losses attributed to the ponzi scheme estimated to be approximately $100 million. Hundreds of victims have lost money in the scheme between 2001 and 2010. Mr. Berg commenced a personal Chapter 11 case on July 27, 2010 (Bankr. W.D. Wash. Case No. 10-18668), estimating assets of more than $10 million and liabilities between $1 million and $10 million. The filing came after lawyers for one group of investors, armed with a court order and accompanied by sheriff's deputies, began seizing personal possessions at Mr. Berg's Mercer Island home and downtown Seattle condo. Diana K. Carey, trustee for F. Darren Berg's estate, filed on Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up to $50,000 and debts of up to $50,000,000, and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833), estimating up to $50,000 in assets and up to $100,000,000 in liabilities. Michael J. Gearin, Esq., at K&L Gates LLP, in Seattle, serves as counsel to the Debtors. Creditors filed an involuntary Chapter 11 petition for Meridian Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10- 17976) on July 9, 2010. The petitioners are represented by Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle. Creditors filed involuntary Chapter 11 petitions for Meridian Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10- 17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D. Wash. Case No. 10-17952) on July 9, 2010. The petitioners are represented by John T. Mellen, Esq., at Keller Rohrback LLP, in Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow Drumheller PS, in Bellevue, represent the petitioners. MEMC ELECTRONIC: To Cut 20% of Workforce & Idle Italy Plant ----------------------------------------------------------- MEMC Electronic Materials, Inc., unveiled a series of actions to be taken during the fourth quarter of 2011 and the first quarter of 2012 that will reduce the company's global workforce, right size its production capacity and accelerate operating cost reductions in 2012 and beyond: -- MEMC will reduce its total workforce by over 1,300 persons worldwide, roughly 20% of the company's employees. Of the reductions, roughly 250 positions are in the United States, and an estimated 41% are in the Semiconductor Materials segment and 47% are in the Solar Materials segment; -- Having substantially completed a multi-year realignment of its global semiconductor crystal and wafer manufacturing footprint, the company is undertaking more aggressive productivity initiatives to implement best practices across sites; -- The company intends to idle its Merano, Italy polysilicon facility, up to 6,000 metric tons of annual capacity, and may close it unless dramatic feedstock, power, and other cost reductions are achieved in the near term. The company is working with the province and key suppliers to determine the feasibility of such reductions; -- The company will reduce production capacity at its Portland, Oregon crystal facility to allow it to optimize the technology utilized at this facility, and will limit the ramp of the Kuching, Malaysia wafering facility to 300MW; and -- the Solar Materials and SunEdison business units will be consolidated into a single Solar Energy business unit, effective January 1, 2012. These actions are expected to reduce operating expenses by over 15% versus the company's current run rate. MEMC expects to take a charge in the fourth quarter of 2011 of roughly $700 million, of which roughly $520 million is expected to be non-cash. Cash use associated with the restructuring is expected to be roughly $180 million, more than half of which is expected to occur after 2012. The company projects annualized cash flow benefits to exceed $200 million by the end of 2012 through labor productivity, procurement savings, and a more efficient asset base. The company is also evaluating existing goodwill and deferred tax assets. An additional non-cash charge associated with the potential impairment of goodwill is expected to be taken in the 2011 fourth quarter, and based on preliminary results of MEMC's annual goodwill impairment testing, could range from $200 million to $400 million. A non-cash charge related to the potential realizability of deferred tax assets is also expected to be taken in the 2011 fourth quarter which could range from $225 million to $275 million. Ahmad Chatila, MEMC's Chief Executive Officer, said, "Changed market conditions require that we improve productivity across all segments and in solar move to a more balanced manufacturing model aligned with our downstream business. We are moving quickly on these carefully considered actions and expect increased cash flow during the next year. Going forward, we remain committed to our tradition of providing advanced technology and superior service to our global semiconductor and solar customers." The company expects to incur total charges of roughly $700 million, of which roughly $520 million is non-cash. The charges consist of: -- Roughly $475 million in asset impairments (non-cash charge), primarily reduction in capacity at manufacturing sites, including Merano; -- Roughly $175 million in contract termination charges, some of which would be non-cash; and -- Roughly $50 million in severance benefits to terminated employees, to be paid out largely by the end of the second quarter of 2012. Additional non-cash charges associated with the potential impairment of goodwill and the potential realizability of deferred tax assets are expected to be taken in the 2011 fourth quarter. These charges would consist of: -- An estimated $200 million to $400 million of goodwill impairment driven by MEMC's current market capitalization, which goodwill is related to the Solar Energy segment; and -- An estimated $225 million to $275 million of deferred tax asset valuation allowance on less positive evidence of realizability of these tax assets. About MEMC St. Peters, Missouri-BASED MEMC Electronic Materials, Inc. (NYSE: WFR) -- http://www.memc.com/-- considers itself a pioneer in the design and development of silicon wafer technologies for 50 years. With R&D and manufacturing facilities in the U.S., Europe and Asia, MEMC enables the next generation of high performance semiconductor devices and solar cells. Through its SunEdison subsidiary, MEMC is also a developer of solar power projects and a worldwide leader in solar energy services. MF GLOBAL: Proposes to Tap FTI as Restructuring Advisor ------------------------------------------------------- MF Global Holdings Ltd. and MF Global Finance USA Inc. seek permission from Judge Martin Glenn to employ FTI Consulting, Inc., as their restructuring advisor, nunc pro tunc to November 1, 2011. As the Debtors' restructuring advisor, FTI will: (a) assist the Debtors in the preparation of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (b) assist the Debtors with information and analyses required pursuant to the Debtors' pursuit of debtor-in-possession financing including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing; (c) assist with the identification and implementation of short-term cash management procedures; (d) provide advisory assistance in connection with the development and implementation of key employee retention and other critical employee benefit programs; (e) assist and advise the Debtors with respect to the identification of core business assets and the disposition of assets or liquidation of unprofitable operations; (f) assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (g) provide assistance regarding the valuation of the present level of operations and identification of areas of potential cost savings, including overhead and operating expense reductions and efficiency improvements; (h) assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (i) attend meetings and assist in discussions with potential investors, banks and other secured lenders, any official committee appointed in the Debtors' Chapter 11 cases, the U.S. Trustee for Region 2, other parties-in-interest and professionals hired, as sought; (j) analyze creditor claims by type, entity and individual claim, including assistance with development of databases, as necessary, to track those claims; (k) assist in monitoring the various other insolvency proceeding of the Debtors' affiliates (including but not limited to the SIPA proceeding, UK insolvency proceedings and various administration proceeding in Asia and other parts of the world); (l) assist in the preparation of information and analysis necessary for the confirmation of a plan in these Chapter 11 proceedings; (m) assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (n) provide litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case-related issues as required by the Debtors; (o) render other general business consulting or other assistance as the Debtors' management or counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these Chapter 11 proceedings; and (p) assist with forensic accounting, forensic reviews and investigations, information technology issues, data retention, data preservation, data collection, data analysis, and responding to regulatory reviews and requests for information. Moreover, FTI provided strategic communication services to the Debtors prepetition and thus seeks to continue providing the Debtors with communications counsel and execution on a postpetition basis pursuant to the Engagement Agreement. These services include: (a) senior counsel relating to communications with its key stakeholders, including employees and clients; (b) best-practices advice and senior counsel on media relations activities; (c) development of selected support materials, including Q&A, web site assessment and recommendations, and standby and web-based public statements; (d) media monitoring and evaluation; and (e) policy, public affairs and regulatory monitoring and insights. The Debtors will pay FTI according to its professionals' customary hourly rates: Title Rate per Hour ----- ------------- Senior Managing Director $575 to $895 Directors/Managing Directors $405 to $745 Consultants/Senior Consultants $240 to $530 Paraprofessionals $115 to $230 The Engagement Agreement provides FTI the ability to seek a completion fee in an amount to be determined at a future date. At this time, there is no agreement between the Debtors and FTI with respect to a completion fee. If and when the Debtors and FTI reach an agreement with respect to the completion fee, the Debtors will file a supplement to this application seeking court approval of the completion fee. The Debtors will also reimburse FTI for expenses to be incurred. The Debtors also ask the Court that the relief sought in this application apply to any future debtor in these jointly- administered cases without any further order of the Court. The Debtors propose that a debtor be deemed to be a Future Debtor upon the filing of a motion to have that Future Debtor's chapter 11 case jointly-administered with the Chapter 11 cases of the Debtors. Michael Eisenband, senior managing director at FTI Consulting, Inc., discloses that his firm has unpaid receivables due from the Debtors, totaling $167,028. FTI has agreed to write off the amount and not seek collection, he states. Mr. Eisenband further notes that FTI has provided and could reasonably be expected to continue to provide services to parties in matters unrelated to the Debtors' Chapter 11 cases, a schedule of which is available for free at: http://bankrupt.com/misc/MFGlobal_FTIClients.pdf In addition, Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York is related to an FTI employee who serves as a senior consultant in our forensic and litigation consulting segment, according to Mr. Eisenband. The FTI employee, however, is not part of the engagement team and FTI will institute ethical wall procedures with respect to this FTI employee, Mr. Eisenband assures Judge Glenn. Notwithstanding those disclosures, FTI is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, Mr. Eisenband insists. 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) MF GLOBAL: Greene, Employees Commence Class Suit ------------------------------------------------ Genitra Greene and Victor Hurtado, on behalf of themselves and a class of similarly situated employees of MF Global Holdings Ltd., initiated a class action adversary complaint against MF Global Holdings Ltd., MF Global Holdings USA Inc., MF Global Finance USA Inc. and MF Global Inc., arising from the mass layoff ordered by MFGH on November 11, 2011. The Plaintiffs allege that they were terminated without cause, as part of the mass layoff or plant closings ordered by MFGH on or about November 11, 2011, and within thirty 30 days of that date, and were not provided 60-days advance written notice of their terminations by Defendants, as required by the Worker Adjustment and Retraining Notification Act, Section 2101 of Chapter 23 -- the Worker Adjustment and Retraining Notification - - of the Labor Code. The mass layoff or plant closing at the MF Global facilities resulted in "employment losses," as that term is defined by Section 2101 (a)(2) for at least 50 of the MF Defendants' employees as well as at least 33% of Defendants' workforce at the Facilities, excluding "part-time employees." The Plaintiffs thus insist that each of the Class Members are, "aggrieved employees" of the MF Defendants as that term is defined in Section 2104 (a)(7) of Chapter 23 of the Labor Code. In addition, Mr. Hurtado brings a cause of action for violation of Section 860 of the New York Labor Law, on behalf of himself and a class of similarly situated persons who were terminated without cause in MF Global's office located at 717 Fifth Avenue, New York and who were affected employees within the meaning of Section 860-A(1),(4) and (6). Robert I. Harwood, Esq., at Harwood Feffer LLP, in New York -- rharwood@hfesq.com -- argues that the MF Defendants were required by the WARN Act to give the Plaintiffs and the Class Members at least 60-days advance written notice of their terminations. The MF Defendants however failed to give the Plaintiffs and the Class members written notice that complied with the requirements of the WARN Act, he contended. The Plaintiffs further complain that the MF Defendants failed to pay them and each of the Class Members their wages, salary, commissions, bonuses, accrued holiday pay and accrued vacation for 60 days following their terminations, and failed to make the pension and 401(k) contributions and provide employee benefits under the Employee Retirement Income Security Act, other than health insurance, for 60 days from and after the dates of their terminations. By this complaint, the Plaintiffs ask Judge Glenn to: (a) certify the WARN and New York WARN actions as a class actions; (b) designate the Plaintiffs as Class Representatives of the WARN Class and NY Plaintiff as Class Representative of the New York WARN Class and payment of reasonable compensation to them for their time and effort in prosecuting this action; (c) appoint the undersigned attorneys as Class Counsel in the WARN and New York WARN class actions; (d) allow a first priority administrative expense claim pursuant to Section 503(b)(l)(A) of the Bankruptcy Code in favor of the Plaintiffs and the other similarly situated former employees equal to the sum of: their unpaid wages, salary, commissions, bonuses, accrued holiday pay, accrued vacation pay, pension and 401(k) contributions and other benefits under the Employee Retirement Income Security Act, for 60 days, that would have been covered and paid under the then-applicable employee benefit plans had that coverage continued for that period, or, alternatively, determining that the first $11,725 of the WARN Act and NY WARN Act claims of the Plaintiffs and each of the other similarly situated former employees is entitled to priority status, under Section 507(a)(4) of the Bankruptcy Code, and the remainder is a general unsecured claim; (e) grant an allowed administrative-expense priority claim under Section 503 for the reasonable attorneys' fees and the costs and disbursements that the Plaintiffs prosecuting this action, as authorized by Section 2104(a)(6) and Section 860-7 of the New York Labor Law; and for violation of the Worker Adjustment and Retraining Notification Act and the New York Labor Law. 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) MF GLOBAL: Glancy BInkow-Led Customers Commence Class Suit ---------------------------------------------------------- Glancy Binkow & Goldberg LLP said on Nov. 23 that a class action lawsuit has been filed on behalf of purchasers of the common stock of MF Global Holdings Ltd. ("MF Global" or the "Company") between November 5, 2009 and October 31, 2011, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934. The class action lawsuit was filed in the United States District Court for the Southern District of New York. MF Global was one of the world's leading brokers in markets for commodities and listed derivatives. The Complaint alleges that during the Class Period defendants misrepresented and/or failed to disclose material adverse facts concerning MF Global's business, operations and financial prospects, including that: (i) the Company was suffering from serious liquidity pressures based on its exposure to the European debt crisis; (ii) the Company's internal controls were highly deficient and were unable to clearly segregate clients' funds; and (iii), the Company's true risk profile would inevitably lead to a credit rating downgrade. No class has yet been certified in the action. Until a class is certified, you are not represented by counsel unless you retain one. If you purchased MF Global securities between November 5, 2009 and October 31, 2011, you have certain rights, and have until January 3, 2012, to move for lead plaintiff status. To be a member of the class you need not take any action at this time; you may retain counsel of your choice or take no action and remain an absent class member. If you wish to discuss this action or have any questions concerning this Notice or your rights or interests with respect to these matters, please contact Michael Goldberg, Esquire, of Glancy Binkow & Goldberg LLP, 1801 Avenue of the Stars, Suite 311, Los Angeles, California 90067, by telephone at (310) 201-9150 or Toll Free at (888) 773-9224, by e- mail to shareholders@glancylaw.com The firm may be reached at: Glancy Binkow & Goldberg LLP, Los Angeles, CA Michael Goldberg (310) 201-9150 or (888) 773-9224 shareholders@glancylaw.com 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) MF GLOBAL: NOteholders Pursue Class Suit vs. Jon Corzine, et al. ---------------------------------------------------------------- Lowey Dannenberg Cohen & Hart, P.C. (http://www.lowey.com) said that on Dec. 5 it filed a class action against Jon Corzine and MF Global's officers, directors and underwriters in the United States District Court for the Southern District of New York on behalf of investors who purchased the publicly traded securities of MF Global Holdings Ltd. ("MF Global"). "If you purchased MF Global publicly traded securities from November 5, 2009 through October 31, 2011 (the "Class Period"), including MF Global notes issued in connection with MF Global's February 11, 2011 offering of the 1.875% Convertible Senior Notes, August 2, 2011 offering of the 3.375% Convertible Senior Notes, or August 8, 2011 offering of the 6.25% Senior Notes (collectively, the "Offerings"), you may want to consider your recourse for your losses. Investors wishing to act as Lead Plaintiff in this litigation have until January 3, 2011 to file their application with the Court. If you have any questions, please contact plaintiff's counsel, Barbara Hart, Esq., of Lowey Dannenberg Cohen & Hart, P.C., at 914-997-0500, or via e-mail at bhart@lowey.com. Any member of the putative class may move the Court to serve as Lead Plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member," the law firm said. MF Global was a holding company that acted as a broker in markets for commodities and listed derivatives. The complaint alleges that Jon Corzine and the other defendants issued false statements concerning MF Global's exposure to European sovereign debt, and raised $900 million in the Offerings. MF Global's securities also traded at inflated prices during the Class Period. On October 31, 2011, MF Global announced that the New York Federal Reserve had suspended the Company's designation as a primary dealer and that the Company had filed for Chapter 11 bankruptcy. The MF Global Notes issued pursuant to the Offerings are in default. Plaintiff seeks to recover damages for violations of the Federal securities law on behalf of all purchasers of MF Global securities. The plaintiff is represented by Lowey Dannenberg, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud. Lowey Dannenberg has represented sophisticated clients in complex litigation for more than 40 years. The firm's principal fields of practice are investor representation, healthcare cost recovery, antitrust, bankruptcy and creditors rights, and consumer protection. We have achieved many notable successes over the years that have resulted in recoveries totaling billions of dollars for our clients. For more information see www.lowey.com 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) MF GLOBAL: M. Rodriguez, et al., Have Class Suit vs. D&Os --------------------------------------------------------- Monica Rodriguez and Cyrille Guillaume initiated a class action lawsuit against their former employer MF Global and its ex-chief executive Jon Corzine and other executives, on behalf of themselves and current and former employees who acquired stock in the company while Mr. Corzine led the firm, Julie Steinberg of The Wall Street Journal reported. The Plaintiffs allege in a lawsuit filed with the U.S. District Court for the Southern District of New York that the Company and the executives provided false information regarding the company's financial condition and made statements that artificially inflated the stock price, according to the Journal. Employee plans included a long term incentive plan, which required employees to receive a portion of their compensation in stock, and an employee stock purchase plan (ESPP), which allowed them to buy shares at a discount, the Journal explained. However, once the firm was downgraded due to its exposure to risky trades in European sovereign debt, investors got spooked and the stock price dropped, causing employees' shares to lose value, the report stated. "Jon Corzine and the board breached their fiduciary duty to their employees and destroyed their careers and retirement savings," Jacob Zamansky, Esq., at Zamansky & Associates -- jake@zamansky.com -- lead counsel for the plaintiffs, said in an e-mailed statement to Dow Jones Newswires. If employees had known MF Global's true financial state, "they could have refused to buy in or insisted on compensation arrangements that were all cash," Mr. Zamansky was quoted as saying by Dow Jones Newswires. Plaintiffs are seeking class action status for all employees who acquired MF Global shares between May 20, 2010 and Nov. 3, 2011 through company-supported plans, the report disclosed. At the time of the company's bankruptcy Oct. 31, the firm had close to 2,900 employees, according to the report. The employees did not file the lawsuit against MF Global because it is undergoing bankruptcy proceedings, the report added. 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) MF GLOBAL: Highridge Futures Asks Nod to Transfer Account --------------------------------------------------------- Highridge Futures Fund, L.P., asks the Court to direct the SIPA Trustee to immediately (i) provide full and accurate account information to Highridge concerning the location and status of the Account, and (ii) transfer the Account to another FCM other than the Debtor. Highridge is filing the motion because its account with MFGI containing unsettled commodity positions and cash with a value of more than $50,000,000 as of the Petition Date is missing. Specifically, the SIPA Trustee represented through information provided on the CME Web site that the Account was to be transferred to Vision Financial Markets LLC. Upon inquiry to Vision, Highridge was informed that the Account had not been transferred. Thereafter, Highridge made inquiries to CME Clearing, which said the Account was on a list of accounts that were transferred to RJ. O'Brien. Upon inquiry to RJ. O'Brien, Highridge was informed that the Account had not been received by RJO. CME Clearing then advised Highridge that there was no information available regarding the Account's location or status through the SIPA Trustee, U.S. regulators, or U.S. self-regulatory organizations because the Account had unsettled positions traded on the London Metals Exchange. Highridge spoke with a member of the LME's compliance department but he said that no information would be available about any accounts with unsettled positions for several weeks. On November 29, 2011, counsel for Highridge sent an e-mail to counsel for the SIPA Trustee, explaining what had transpired in the weeks since the Petition Date, seeking current information about the Account and when access to the Account could be obtained. No response has been received. The SIPA Trustee has not only failed and refused to provide Highridge with any information as to the location or status of this account, but Highridge has received only misinformation about the location of the account and when it will have access to its property, Erica Tukel Wax, Esq., at Ulmer & Berne, LLP, in Chicago, Illinois -- ewax@ulmer.com -- argues. Highridge can not ascertain and has not been given any reasonable explanation as to why its Account is being treated dissimilarly to other accounts that have been distributed and transferred, she contends. "Highridge is being prejudiced in comparison to other similarly situated customers of the Debtor and creditors of the Debtor's estate by being denied accurate information about the location of its Account and being completely denied access to the Account," Ms. Wax asserts. This disparity in the treatment of Highridge from other customers for reasons that have never been explained to Highridge violates one of the most fundamental precepts of the Bankruptcy Code and of the bankruptcy process: that similarly situated claimant must receive similar treatment, she insists. 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) MOOHAVEN DAIRY: Lawyer Fined $5T for Improper Representation ------------------------------------------------------------ Bankruptcy Judge Daniel S. Opperman assessed a $5,602 fine on H. Dale Cubitt, Esq., for improperly representing Moohaven Dairy LLC after February 2011. The fine reflects the costs incurred by Bank of America as a result of the improper conduct. A copy of Judge Opperman's Nov. 28, 2011 Opinion granting BofA's request is available at http://is.gd/ovTddwfrom Leagle.com. Cass City, Michigan-based Moohaven Dairy LLC, aka Morell Farms Inc. and dba Brent Morell Farms -- filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-72251) on Oct. 21, 2010. The Debtor scheduled assets of $5,820,849 and debts of $5,870,305. The petition was signed by Brent Morell, member and general manager. The Debtor hired H. Dale Cubitt, Esq. -- edcubitt@echoicemi.com -- as counsel, but the Court denied the request on Jan. 11, 2011. Instead, the Court directed the appointment of a Chapter 11 Trustee. The United States Trustee selected Thomas McDonald as the Chapter 11 Trustee. Mr. McDonald retained the law firm of Lambert, Leser, Isackson, Cook & Giunta as the attorneys for the Chapter 11 Trustee. MOUNTAIN CITY: Hires Ehrhardt Keefe as Accountant ------------------------------------------------- Mountain City Meat Co., Inc., sought and obtained authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Ehrhardt Keefe Steiner & Hottman, PC, as accountant. To date, the Debtor has not filed its 2010 income tax returns. Accordingly, the Debtor seeks to employ EKS&H as its accountant to prepare the Debtor's federal and state corporation income tax returns for 2010 and to advise the Debtor on other income tax matters as to which the Debtor specifically requests advice. EKS&H will charge the Debtor an hourly fee of between $150 and $395 per hour, with the total estimated fee to be no more than $10,000. Additionally, the Debtor will reimburse EKS&H for its out-of-pocket expenses. Christopher Otto, a partner of Ehrhardt Keefe Steiner & Hottman PC, assures the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Mountain City Meat Denver, Colorado-based Mountain City Meat Co., Inc. -- http://www.mountaincitymeat.com/-- is one of the largest portion control beef processors in the United States. Through its headquarters and manufacturing facility in Denver, and its second manufacturing facility in Nashville, Tennessee, Mountain City supplies high quality ground beef and portion control steak cuts through several channels, including retail stores, chain restaurants and broadline food service distributors. On Aug. 9, 2011, Mountain City's board of directors appointed BGA Management LLC d/b/a Alliance Management, through its agent, Alex G. Smith as the company's Chief Restructuring Officer until the need for a CRO no longer existed. Immediately after appointing Alliance as CRO, the Board resigned. On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank commenced a receivership action against the company in Denver District Court. At 5:00 p.m. that same day, the Denver District Court appointed Alliance as receiver for Mountain City's personal property and related operations. However, minutes before the receivership order, certain putative unsecured creditors -- Orleans International, Inc., National Beef Packing, Inc. and XL Four Star Beef, Inc. -- commenced an involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case No. 11-29209) against Mountain City. The Involuntary Chapter 7 petition was filed as a result of, among other reasons, the Debtor (a) ordering and not paying for in excess of $2,400,000 of meat inventory from the Petitioning Creditors; and (b) issuing checks to the Petitioning Creditors for a portion of the inventory, which checks were refused for payment by Fifth Third Bank. The Debtor sought dismissal of the Involuntary Petition on the grounds that it was filed in bad faith because the Petitioning Creditors were motivated solely by their desire to preserve their claims under Section 503(b)((9) of the Bankruptcy Code to have that portion of their claims related to goods sold to the Debtor within 20 days prior to the filing treated as an administrative expense. In the Involuntary Case, the Secured Lender obtained two interim orders annulling the automatic stay to allow the receiver to keep control of the Debtor. Mountain City filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 11-32656) on Sept. 24, 2011. Judge Howard R. Tallman presides over the case. Michael J. Pankow, Esq., Daniel J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt Farber Schreck, LLP, represent the Debtors as counsel. The Debtor estimated up to $50 million in assets and debts. Attorneys for the Petitioning Creditors are John B. Wasserman, Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and Michele L. Walton, Esq., at Jacob & Weingarten, P.C. Fifth Third is represented in the case by James T. Markus, Esq., and John F. Young, Esq., at Markus Williams Young & Zimmermann LLC. An official committee of unsecured creditors has been appointed in the case. The panel is represented by Harold G. Morris, Jr., Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP. NEVADA CANCER: Files Chapter 11 Plan Based On Sale -------------------------------------------------- Dow Jones' DBR Small Cap reports that Nevada Cancer Institute filed a Chapter 11 plan that provides secured lenders with a 35% payout on their claims from the proceeds of the sale of the Las Vegas medical center. About Nevada Cancer Founded in 2002, Nevada Cancer Institute Holdings Co. is a nonprofit cancer institute committed to advancing the frontiers of knowledge of cancer through research, enabling affiliated physicians to provide world-class, research-linked clinical cancer services to patients, facilitating outreach and education programs aimed at raising cancer awareness, and reducing the burden of cancer on the people of Nevada. The Debtor has been designated by the State of Nevada as the State's official cancer institute, and is qualified as a nonprofit organization under section 501(c)(3) of the Internal Revenue Code. Nevada Cancer filed for bankruptcy (Bankr. D. Nev. Case No. 11- 28676) on Dec. 2, 2011. The Debtor estimated assets of $10 million to $50 million and estimated debts of $100 million to $500 million. Lisa Madar signed the petition as secretary. The Debtor said in the petition that it it has been facing significant financial pressures. These pressures arise from the protracted decline in the economy, decreases in medical reimbursement rates from managed care payor entities, increases in operational costs, decreases in the amount and availability of charitable donations, a reduction in research funding opportunities and increased competition. The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca LLP, in Las Vegas. NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Carr Suit ------------------------------------------------------------ Bankruptcy Judge Kevin J. Carey declined to reconsider his prior ruling in the lawsuit, ANITA B. CARR, v. NEW CENTURY TRS HOLDINGS, INC., et al., Adv. Proc. No. 09-52251 (Bankr. D. Del.). By Memorandum and Order dated May 10, 2011, the Court denied the Plaintiff's Request for Stay of Dismissal and for Evidentiary Hearing and the Plaintiff's Emergency Request for Order to Show Cause. The Plaintiff has filed a Motion for Reconsideration of the May 10, 2011 Order and Request for Clarification of the 2008 Blanket Order for Relief from Stay. The New Century Liquidating Trust, by and through Alan M. Jacobs, the Liquidating Trustee, opposes the Motion for Reconsideration. On Oct. 5, 2010, the Trustee and the Plaintiff entered into a Settlement Agreement to resolve the adversary proceeding. The Trustee agreed to pay a Settlement Sum of $60,000 "in full and final satisfaction of the Causes of Action and any other claim(s) that [Plaintiff] may have against the Debtors or the Trust." The Plaintiff acknowledged that the Settlement Sum was paid to her. On Nov. 2, 2010, the Plaintiff filed a notice of dismissal for the adversary proceeding. On Dec. 13, 2010, the Plaintiff filed the Request to Stay Dismissal, arguing that dismissal should be stayed because she obtained new evidence demonstrating that the Trustee made false representations to induce her to enter into the Settlement Agreement. On March 10, 2011, the Plaintiff filed the Request for a Show Cause Order asking the Court to require the Trustee to show cause why the Court should not issue an order staying all proceedings based on documents notarized by certain individuals employed by the Debtors and, further, ordering the Trustee to produce "notarial journals." The Trustee objected. After an evidentiary hearing on April 20, 2011, the Court issued the May 10, 2011 Decision denying the Plaintiff's Request to Stay Dismissal and the Request for a Show Cause Order. In denying the Motion for Reconsideration, the Court held that the Plaintiff settled her claims of fraud (along with other causes of action or claims) against the Debtors and the Trust, and she has not shown that the Court overlooked or misapprehended any facts that would alter this decision. A copy of Judge Carey's Dec. 7, 2011 Memorandum is available at http://is.gd/0bNmXRfrom Leagle.com. About New Century Financial Founded in 1995, Irvine, Calif.-based New Century Financial Corporation -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represented the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold assets in transactions approved by the Bankruptcy Court. On July 15, 2008, the Bankruptcy Court confirmed the Debtors' second amended joint Chapter 11 plan. District Judge Sue Robinson later reversed the confirmation order. NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Marks Suit ------------------------------------------------------------- In the lawsuit, LESLIE MARKS, v. NEW CENTURY TRS HOLDINGS, INC, et al., Adv. Proc. No. 09-50244 (Bankr. D. Del.), Bankruptcy Judge Kevin J. Carey denied the plaintiff's request for reconsideration of a prior decision. By Memorandum and Order dated May 10, 2011, the Court denied the Plaintiff's Request for Stay of Dismissal and Status Conference and the Plaintiff's Ex Parte Application for Temporary Restraining Order and Preliminary Injunction. The Plaintiff seeks reconsideration as well as clarification of a 2008 Blanket Order for Relief from Stay. The New Century Liquidating Trust, by and through Alan M. Jacobs as Liquidating Trustee, opposes the Motion for Reconsideration. On Aug. 23, 2010, the Trustee and the Plaintiff entered into a Settlement Agreement to resolve the adversary proceeding. Under the Settlement Agreement, the Trustee agreed to pay a Settlement Sum of $80,000 "in full and final satisfaction of the Causes of Action and any other claim(s) that [Plaintiff] may have against the Debtors or the Trust." The Plaintiff acknowledged that the Settlement Sum was paid to her. On Sept. 2, 2010, the Plaintiff filed a notice of dismissal for the adversary proceeding. On Oct. 19, 2010, the Plaintiff filed the Request to Stay Dismissal, arguing that dismissal of the adversary proceeding should be stayed because the Trustee violated the Settlement Agreement. On Nov. 1, 2010, the Plaintiff filed the TRO Request to prevent parties, their agents, and others from taking any actions related to the "wrongful foreclosure" of her real property. The Trustee filed objections to both the Request to Stay Dismissal and the TRO Request. After an evidentiary hearing on February 24, 2011, the Court issued the May 10, 2011 Decision denying the Plaintiffs Request to Stay Dismissal and the TRO Request. In denying the Motion for Reconsideration, the Court held that the Plaintiff does not identify any facts which the Court overlooked or misapprehended in reaching its conclusions. A copy of Judge Carey's Dec. 7, 2011 Memorandum is available at http://is.gd/ImASIDfrom Leagle.com. About New Century Financial Founded in 1995, Irvine, Calif.-based New Century Financial Corporation -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represented the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold assets in transactions approved by the Bankruptcy Court. On July 15, 2008, the Bankruptcy Court confirmed the Debtors' second amended joint Chapter 11 plan. District Judge Sue Robinson later reversed the confirmation order. NISKA GAS: S&P Affirms 'BB' Corporate Rating; Outlook Negative -------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Alberta- based Niska Gas Storage Partners LLC to negative from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'BB' long-term corporate credit rating, on the company. "Persistently weak natural gas prices and narrow seasonal spreads have adversely affected Niska's ability to generate meaningful revenues and cash flow from its optimization transactions," said Standard & Poor's credit analyst Michelle Dathorne. "This, in conjunction, with relatively high debt levels, has caused the company's cash flow protection measures to weaken to levels that do not support the 'BB' rating," Ms. Dathorne added. "While acknowledging that Niska has taken the necessary remedial action to temper its financial risk profile deterioration, through its recent debt reduction and curtailed subordinated distributions, we believe these initiatives have not been sufficient to maintain the company's cash flow protection metrics within the ranges we established for the 'BB' rating," S&P said. Standard & Poor's expects Niska will attempt to continue bolstering its operating cash flow and strengthen its financial risk profile by increasing the portion of its storage capacity allocated to long-term fixed contracts. To maintain the 'BB' rating, the company will have to improve and maintain its fully adjusted debt-to-EBITDA below 5x. "The ratings on Niska reflect Standard & Poor's assessment of the company's leveraged balance sheet, exposure to contract renewal risk and market pricing risk, the potential large working-capital and liquidity requirements of its optimization program, and Niska's master limited partnership structure. In our view, offsetting these weaknesses are the company's market leading storage capacity in the Western Canadian Sedimentary Basin (WCSB), where its storage facilities are an integral component of the WCSB's natural gas trading and transportation, and Northern California; consistent adherence to its target business mix between long- and short-term contracts and optimization; and strict adherence to its risk-management policies, which has resulted in a good track record of operational stability," S&P said. "Niska owns and operates the largest independent natural gas storage business in North America. The company owns and operates 206.5 billion cubic feet (bcf) of total storage capacity. Canadian assets include the AECO hub in Alberta, which includes the Suffield (80 bcf) and Countess (70 bcf) facilities. In the U.S., Niska also owns and operates the Wild Goose (35.0 bcf) facility in northern California; the Salt Plains facility (13.0 bcf) in Oklahoma, and 8.5 bcf of natural gas liquids capacity. It also provides natural gas marketing services to the Oklahoma energy market as a natural extension of its commercial storage activities in the midcontinent region," S&P related. "The negative outlook reflects Standard & Poor's concern that Niska's near-term liquidity and cash flow adequacy relative to its financing and operational spending requirements will permanently weaken its cash flow protection metrics, thereby increasing the company's fully adjusted debt-to-EBITDA above 5x, which is the upper threshold we have established for the 'BB' rating. Based on the company's revised EBITDA forecasts for fiscal 2012, its recent efforts to reduce its debt, and its decision to lower distribution payments, we estimate that the company's fully adjusted debt-to- EBITDA for fiscal 2012 will increase to about 6.5x, and could remain above 5.0x in fiscal 2013, if current pricing fundamentals and seasonal spreads persist. If Niska is unable to bolster its revenues and cash flows through higher capacity allocation and contracted prices for its long-term firm (LTF) and short-term firm contracts, we believe its financial risk profile and cash flow protection metrics will not be able to support the 'BB' rating. The company is working to expand its storage capacity allocated to fixed price LTF contracts; therefore, we expect to have greater clarity regarding its fiscal 2013 cash flows during the last quarter of the current fiscal year. If Niska cannot demonstrate an ability to improve its cash flow protection metrics, such that debt-to-EBITDA falls below 5x, we will lower the rating to 'BB-'. Alternatively, we would revise the outlook to stable if the company improves its cash flow protection metrics and reduces and sustains its fully adjusted debt-to-EBITDA below 5x," S&P said. NORTHAMPTON GENERATING: S&P Lowers $153-Mil. Bond Rating to 'D' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on Northampton Co. L.P.'s Series 1994A $153 million resource recovery revenue bonds due 2019 to 'D' from 'CC'. The recovery rating is '5', reflecting expectations of modest recovery of principal (10% to 30%). NORTHCORE TECHNOLOGIES: Opens Sales & Deployment Office in U.S. --------------------------------------------------------------- Northcore Technologies Inc. has opened a sales and deployment office in Naples, Florida. The office, located at 2640 Golden Gate Parkway, will provide Northcore a convenient venue from which to transact business within the important Southern United States market. The location was also chosen because of its access to high quality technology infrastructure and lifestyle appeal to prospective employees. "We view the commissioning of a U.S. office as an important next step in the execution of our strategic vision," said Amit Monga, CEO of Northcore Technologies. "We already have identified and targeted a series of business opportunities for which we believe our technology offers a compelling solution. With the concentration of corporate decision making power clustered in the South Eastern United States, a Naples presence provides an excellent base. Additionally, as we seek to attract high quality individuals to our team, the location has a lifestyle component that adds to our recruitment gravity." Individuals seeking an exciting career opportunity as part of a team of highly motivated professionals should contact Northcore recruiting at: hr@northcore.com. About Northcore Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company also reported a net loss and comprehensive loss of C$3.27 million on C$573,000 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss and comprehensive loss of C$2.35 million on C$406,000 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed C$1.91 million in total assets, C$1.16 million in total liabilities, and C$747,000 in total shareholders' equity. Certain adverse conditions and events cast substantial doubt upon the ability of the Company to continue as a going concern, the Company said in the filing. "The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations." NORTHCORE TECHNOLOGIES: Has 'Important' Accomplishments ------------------------------------------------------- Northcore Technologies Inc., in a corporate update, said it has continued to execute against corporate goals with a focus on the progressive improvement of the Company's balance sheet. This quarter has seen a number of important accomplishments in this regard. * Conditional approval has been received from the Toronto Stock Exchange to proceed with the previously announced asset acquisition of all Discount This Holdings Limited's Intellectual Properties, commonly known as the "Discount This Platform". This purchase is significant because of the value of the intrinsic Intellectual Property, particularly given the explosive growth of the group commerce market segment. * Northcore has now launched a dedicated web presence for Northcore Labs. The site, located at www.ntilabs.com will serve as a nexus for potential partners looking to get information on existing projects and those seeking to explore new Intellectual Property initiatives. * The company has retired all of the original principal amounts of the Series L and N Convertible Debentures. As a result of these conversions, Northcore has successfully removed all non-operational debt from its balance sheet. "As I have previously stated, we feel that it is necessary to ensure that our shareholders are aware of our execution against stated goals," said Amit Monga, CEO of Northcore Technologies. "With the acquisition of the Discount This Platform and the subsequent launch of the Northcore Labs web site, we have strengthened both our IP holdings and potential pipeline. Just as importantly, we have positioned the corporation to exit fiscal year 2011 debt free due to the conversions of all remaining debentures. These achievements represent important steps along the path to a stronger Northcore and a corresponding increase in shareholder value." Companies, universities, research institutes or individuals interested examining opportunities for Intellectual Property collaboration or monetization should contact Northcore at 416-640- 0400 or 1-888-287-7467, or via e-mail at http://www.NTILabs@northcore.com About Northcore Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company also reported a net loss and comprehensive loss of C$3.27 million on C$573,000 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss and comprehensive loss of C$2.35 million on C$406,000 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed C$1.91 million in total assets, C$1.16 million in total liabilities, and C$747,000 in total shareholders' equity. Certain adverse conditions and events cast substantial doubt upon the ability of the Company to continue as a going concern, the Company said in the filing. "The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations." NPC INTERNATIONAL: S&P Affirms 'B' Corporate; Outlook Negative -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Pizza Hut franchisee NPC International Inc. and removed all ratings from CreditWatch, where they were placed with negative implications on Nov. 15, 2011. The outlook is negative. "We also assigned a 'B' issue-level rating to NPC's proposed $465 million senior secured credit facilities. The recovery rating is '3', indicating our expectation for meaningful (50%-70%) recovery of principal in the event of default. The facilities consist of a $375 million first-lien term loan and a $90 million revolving credit facility, which we expect to remain undrawn at close," S&P said. "We also assigned a 'CCC+' issue-level rating with a '6' recovery rating to NPC's proposed $190 million senior unsecured notes. The '6' recovery rating indicates our expectation for negligible (0%- 10%) recovery of principal in the event of a payment default," S&P said. "The action on the corporate credit rating reflects our expectation that NPC's substantially increased debt will weaken credit metrics and reduce cash flow in the intermediate term," said Standard & Poor's credit analyst Andy Sookram. The rating action follows NPC's sale agreement to be acquired by Olympus Partners for between $750 million and $800 million, excluding fees and expenses. The transaction is being financed with a $375 million term loan, a $90 million revolver, and $190 million senior unsecured notes. Olympus and NPC's management will invest approximately $242 million. "Our rating outlook on NPC is negative," said Standard & Poor's credit analyst Andy Sookram, "and we expect its performance to remain flat to slightly negative in the near term, leading to modestly weaker pro forma credit metrics." A downgrade could occur if NPC's weak operating performance leads to credit measures deteriorating and rising above 7x. This is possible if revenue declines in the low- to mid-single digits and margins decrease 50 to 70 bps. Although unlikely, a positive rating action could occur if NPC reduces its debt balance with FOCF faster than our expectation, and leverage decreases to below 5x as a result of EBITDA growth. At that time, gross margins would increase 170 bps and revenue would increase in the low- to mid-single-digit range. OMNI STORAGE VI: Case Transferred to M.D. La. --------------------------------------------- A bankruptcy judge entered an order Nov. 30 transferring the bankruptcy case of Omni Storage VI, L.L.C. to the U.S. Bankruptcy Court for the Middle District of Louisiana in Baton Rouge (Bankr. 11-11875). Omni Storage filed its Chapter 11 petition (Bankr. E.D. La. Case No. 11-13711) on Nov. 10, 2011, estimating under $1 million in assets and debts. A copy of the petition is at: http://bankrupt.com/misc/laeb11-13711p.pdf http://bankrupt.com/misc/laeb11-13711c.pdf The Debtor is represented by: Barry W. Miller, Esq. HELLER, DRAPER, HAYDEN, PATRICK & HORN P. O. Box 86279 Baton Rouge, LA 70879-6279 Tel: 225-767-1499 Fax: 225-761-0760 E-mail: bmiller@hellerdraper.com PENINSULA HOSPITAL: Court OKs Garden City Group as Claims Agent -------------------------------------------------------------- Peninsula Hospital Center and its Debtor affiliates obtained authority from the court employ GCG, Inc., as claims and noticing agent nunc pro tunc to Sept. 19, 2011. As claims and noticing agent, GCG's services will include: a) preparing and serving required notices, including the notice of commencement and bar date notice; and b) filing with the Clerk's Office an affidavit or certificate of service with respect to each service conducted by GCG, that includes a reference to the notice served and the corresponding docket number, an alphabetical list of all persons to whom it was mailed, and the date and manner of service. The Debtor asks for authority to compensate GCG on a monthly basis upon GCG's submission of invoices summarizing, in reasonable detail, the services rendered and expenses incurred in connection with services. Todd Miller, a member of GCG assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman et al. as their attorneys. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Tracy Hope Davis, the United States Trustee for Region 2, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Peninsula Hospital Center. PENINSULA HOSPITAL: Committee Wins OK to Hire GCG as Claims Agent ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Peninsula Hospital Center, et al., obtained authority from the court to retain CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., as financial advisors, nunc pro tunc to Sept. 26, 2011. The professional services CBIZ is to render will include, but are not limited to: a. assisting the Committee in its evaluation of the Debtors' postpetition cash flow or other projections and budgets prepared by the Debtors or its financial advisors; b. monitoring the Debtors' activities regarding cash expenditures and general business operations subsequent to the filing of the petition under Chapter 11; and c. assisting the Committee in its review of monthly operating reports submitted by the Debtors or its financial advisors. CBIZ intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and Orders of this Court. Compensation will be payable to CBIZ in compliance with the above rules, on an hourly basis, plus reimbursement of actual, necessary expenses incurred by CBIZ. Charles M. Berk, a member of the Firm assures the court that CBIZ is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman et al. as their attorneys. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Tracy Hope Davis, the United States Trustee for Region 2, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Peninsula Hospital Center. PENINSULA HOSPITAL: Court OKs Neubert Pepe as Ombudsman's Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized Daniel T. McMurray, the patient care ombudsman appointed in the Chapter 11 case of Peninsula Hospital Center, to employ Neubert, Pepe & Monteith P.C. as counsel. The firm will represent the ombudsman in any proceeding or hearing in the Court, and in any action in other courts where the rights of the patients generally may be litigated or affected as a result of the case. The firm will charge $400 per hour of this engagement. The ombudsman assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman et al. as their attorneys. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Tracy Hope Davis, the United States Trustee for Region 2, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Peninsula Hospital Center. RCR PLUMBING: Cash Collateral Hearing Continued Until Dec. 13 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved the stipulation authorizing, on an interim basis, RCR Plumbing and Mechanical Inc., to: -- use the cash collateral until Dec. 13, 2011, and -- continuing the hearing for further cash collateral use from Nov. 29, 2011 at 1:00 p.m. to December 13, 2011, at 1:00 p.m. The stipulation entered among the Debtor, PNC Bank, National Association, and the Official Committee of Unsecured Creditors provided for, among other things: 1. use of the cash collateral to pay any expenses actually incurred by the Debtor for its business operations during the period; 2. as adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the secured creditors a replacement lien in all prepetition and postpetition assets with the same priority as the prepetition lien; 3. timely payment from the cash collateral all non-default fees and charges related to any letter of credit issued by the lender and as provided for under loan documents in the approximate amount of $49,000 per quarter as the amounts become due and payable; 4. pending the final or further interim hearing on the use of cash collateral, the Debtor is not authorized to use funds aggregating approximately $613,000 (as of the Petition Date) contained in the debtor-in-possession bank accounts at PNC; and 5. maintaining at all times casualty and loss insurance coverage of the collateral in compliance with the U.S. Trustee Guidelines and in an amount reasonable acceptable to lender to sufficiently cover lender's interest in the collateral. In relation to the stipulation, the Court vacated the hearing scheduled for Nov. 29. The Court also approved the second stipulation extending until Nov. 28, the Committee's deadline to object to the Debtor's motion for (1) cash collateral use; and (2) compelling turnover of estate funds. As reported in the TCR on Nov. 1, 2011, PNC Bank asserts a contingent first priority interest in the Debtor's cash based on a $6.5 million undrawn revolving line of credit. The Richey Family Trust is a family trust of the Debtor's president and CEO, Robert C. Richey. The trust asserts an interest in the Debtor's cash for advances made to the Debtor for operations pursuant to a $1.255 million subordinated note. About RCR Plumbing Founded in 1977, Riverside, California-based RCR Plumbing and Mechanical Inc. is one of the largest plumbing subcontractors in the West Coast. In 1999, RCR Plumbing was acquired by American Plumbing and Mechanical Inc. On Oct. 13, 2003, AMPAM and its affiliated entities, including RCR Plumbing, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San Antonio. Pursuant to a plan of reorganization, RCR Plumbing received a discharge of any liability arising from contracts completed prior to Aug. 2, 2004, the date the plan was confirmed. The plan disaggregated RCR Plumbing from AMPAM. RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-41853) on Oct. 12, 2011. RCR Plumbing blamed a weak construction market and increased insurance costs. Judge Wayne E. Johnson oversees the case. Evan D. Smiley, Esq., and Kyra E. Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at Weiland, Golden, Smiley et al., serve as the Debtor's counsel. BSW & Associates as financial advisor. Kurtzman Carson Consultants LLC serves as noticing agent. In its petition, RCR Plumbing estimated $10 million to $50 million in assets and debts. The petition was signed by Robert C. Richey, president/CEO. RCR PLUMBING: Gets Court's Nod to Obtain DIP Financing ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California authorized, on Nov. 14, 2011, RCR Plumbing and Mechanical Inc., to (i) incur debt; and (ii) enter into transactions outside the ordinary course of business. As reported in the Troubled Company Reporter on Nov. 15, 2011, the Debtor sought Court's authorization to enter into an insurance premium financing agreement with Premium Finance Corporation, and to pay down payment due Nov. 1, 2011. The Debtor's insurance policies expired on Nov. 1. As a plumbing and HVAC subcontractor, the Debtor cannot operate its business without the proper insurance coverage. The Debtor has been quoted an annual premium of $1,183,071 for new coverage. Unfortunately, the Debtor does not have sufficient cash on hand to pay the annual premium in lump sum. The terms of the financing agreement includes: Total premium: $1,183,071 Cash Down Payment: $323,500 Unpaid Premium Balance: $859,571 Finance Charge $14,715 Total of Payments: $874,286 Annual Percentage Rate: 4.09% Payment Term: 9 months Monthly Payment: $97,142 The Debtor's obligations under the financing agreement will be secured by unearned premiums. The Debtor related that the interests of secured creditors PNC Bank and the Richey Family Trust are over-secured and adequately protected. The Debtor noted that its indebtedness to PNC Bank and Richey, as an individual and as trustee of the Robert C. Richey Family Truste dated Jan. 20, 1997 are secured by substantially all of the Debtor's assets. About RCR Plumbing Founded in 1977, Riverside, California-based RCR Plumbing and Mechanical Inc. is one of the largest plumbing subcontractors in the West Coast. In 1999, RCR Plumbing was acquired by American Plumbing and Mechanical Inc. On Oct. 13, 2003, AMPAM and its affiliated entities, including RCR Plumbing, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San Antonio. Pursuant to a plan of reorganization, RCR Plumbing received a discharge of any liability arising from contracts completed prior to Aug. 2, 2004, the date the plan was confirmed. The plan disaggregated RCR Plumbing from AMPAM. RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-41853) on Oct. 12, 2011. RCR Plumbing blamed a weak construction market and increased insurance costs. Judge Wayne E. Johnson oversees the case. Evan D. Smiley, Esq., and Kyra E. Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at Weiland, Golden, Smiley et al., serve as the Debtor's counsel. Sidley Austin LLP as its special labor and employment counsel BSW & Associates as financial advisor. Kurtzman Carson Consultants LLC serves as noticing agent. In its petition, RCR Plumbing estimated $10 million to $50 million in assets and debts. The petition was signed by Robert C. Richey, president/CEO. The Official Committee of Unsecured Creditors tapped Venable LLP as its counsel. REICHHOLD INDUSTRIES: S&P Lowers Corp. Credit Rating to 'CCC+' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on Durham, N.C.-based Reichhold Industries Inc. to 'CCC+' from 'B-'. The outlook is negative. "At the same time, we revised the recovery rating on the company's $195 million unsecured notes due Aug. 15, 2014, to '6', indicating our expectation for a negligible (0% to 10%) recovery in the event of a payment default, and lowered our issue-level rating on the notes to 'CCC-' from CCC+'. The company has a $100 million asset-based revolving credit facility due May 1, 2014, which we do not rate," S&P said. "The downgrade reflects the continuation of weak operating results, driven by elevated raw material costs, limited pricing power, and weak end market demand that has negatively impacted profitability in both of the company's segments," said Standard & Poor's credit analyst Henry Fukuchi. "The downgrade also incorporates our heightened concern over liquidity if business conditions do not improve or continue to deteriorate, placing further pressure on operating margins and cash flow generation over the next few months. We do not expect the company to be able to materially improve its financial profile in the next few quarters, particularly due to the challenging economic operating environment in North America and Western Europe." "While we expect the business environment to be challenging in the coming months, we expect various cost-cutting initiatives to partially mitigate unfavorable trends. We expect these initiatives to include headcount reductions, a plant closure in the Czech Republic, and decreased production in North America in the next few quarters. On an annualized basis, the company expects about $20 million in cost reductions comprised of about $8 million related to its Czech plant shutdown, $8 million related to shutting down idle portions of its existing plants in North America, and about $4 million related to headcount reductions there and in Europe," S&P said. "The rating on Reichhold, a producer of unsaturated polyester resins used for composite applications and resins used for coatings by architectural and industrial customers, reflects the company's highly leveraged financial profile and a vulnerable business risk profile characterized by low operating margins and cyclical, competitive markets. Reichhold's market positions in its resins product lines and significant geographic diversity of sales only partially mitigate these weaknesses," S&P said. "The negative outlook reflects the potential for ratings to move lower if liquidity weakens further or if the financial profile deteriorates further due to continued weak operating results and cash flow generation, with no clear prospects for a material turn around in operating trends," S&P related. "We could lower the ratings further if operating margins (before depreciation and amortization) do not improve from currently low levels toward the mid-single-digit percentage area on a quarterly basis or if total liquidity deteriorates further," Mr. Fukuchi continued. "In this scenario, the company's EBITDA will be zero or slightly positive and liquidity will likely be further constrained. Although we do not expect to raise the ratings within the next year, we could do so if materially favorable business conditions result in improving operating trends with sustainable results. For a higher rating, we would also need evidence of improved margins over time, adequate liquidity, free cash flow generation, and FFO to total adjusted debt approaching 10% through a business cycle." RESPONSE BIOMEDICAL: Posts C$2.2-Mil. Net Loss in 3rd Quarter ------------------------------------------------------------- Response Biomedical Corporation reported a net loss of C$2.2 million on C$1.6 million of product sales for the three months ended Sept. 30, 2011, compared with a net loss of C$2.6 million on C$1.5 million of product sales for the same period of 2010. The Company reported a net loss of C$4.6 million on C$6.3 million of product sales for the nine months ended Sept. 30, 2011, compared with a net loss of C$7.3 million on C$5.1 million of product sales for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed C$15.9 million in total assets, C$12.0 million in total liabilities, and stockholders' equity of C$3.9 million. Ernst & Young LLP, in Vancouver, Canada, expressed substantial doubt about Response Biomedical's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has sustained continuing losses since its formation resulting in a deficit of C$100.8 million as of Dec. 31, 2010, and has not generated positive cash flow from operations. A copy of Response Biomedical's consolidated financial statements for the three months ended Sept. 30, 2011, is available for free at http://is.gd/aiMDyg About Response Biomedical Vancouver, Canada-based Response Biomedical Corporation (TSX: RBM, OTC BB: RPBIF) develops, manufactures and markets rapid on-site diagnostic tests for use with its RAMP(R) platform for clinical and environmental applications. RIVER ROCK: Holders Tender $184 Million Senior Notes Due 2011 ------------------------------------------------------------- River Rock Entertainment Authority announced that, in connection with its ongoing offer to exchange its 9 3/4% Senior Notes due 2011, as of 5:00 pm on Dec. 5, 2011, the Authority had received tenders of an aggregate principal amount of Existing Notes of $184.07 million, which represents 92.03% of the total principal amount of outstanding Existing Notes. These tenders also constitute consents to the adoption of certain amendments to the indenture governing the Existing Notes and related collateral documents and the waiver of existing defaults or events of default under the indenture and the right to have the Authority file reports with the Securities and Exchange Commission. These amendments and waivers required the consent of holders of 66-2/3% in aggregate principal amount of the outstanding Existing Notes which has now been obtained. The Authority and the Tribe expect to enter into a First Supplemental Indenture and amendments to the collateral documents with U.S. Bank National Association, as trustee for the Existing Notes, as soon as possible to implement the amendments. The First Supplemental Indenture will become effective upon execution. Existing Notes tendered and consents delivered may no longer be withdrawn or revoked after the date when the First Supplemental Indenture becomes effective. The Authority also decided to increase the interest rate offered on the New Series B Notes to 8.0% from 7.5% and to extend the Consent Date by which Holders who tender their Existing Notes and deliver corresponding consents will receive the Consent Premium to 12:00 Midnight on Dec. 7, 2011. Holders who have already tendered Existing Notes and delivered consents with respect thereto will be permitted to modify any previously-made election for New Series A or New Series B Notes with respect to tendered Existing Notes until the Withdrawal Deadline. The offer and consent solicitation is being made exclusively pursuant to, and upon the terms and subject to the conditions set forth in, the Offering Circular and Consent Solicitation Statement of the Authority, dated Nov. 18, 2011, and the related Letter of Transmittal and Consent, which have been furnished to holders of Existing Notes. The Authority expects to furnish promptly to holders offer materials reflecting the amendments. Please refer to these materials and to the procedures described under "Withdrawal of Tenders and Revocation of Consents" in the Offering Circular and contact DF King & Co. Inc., the Information for the exchange offer and consent solicitation, at (800) 714-3313 if you have any questions regarding how to change your election for New Notes. About River Rock Headquartered in Geyserville, California, River Rock Entertainment Authority is a governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized Indian tribe. River Rock Casino is a governmental development project of the Authority. The Casino offers Class III slot and video poker gaming machines, house banked table games, including Blackjack, Three card poker, Mini-baccarat and Pai Gow poker, Poker, featuring Texas Hold' em, comprehensive food and non-alcoholic beverage offerings, and goods for sale on tribal land located in Geyserville, California. River Rock's balance sheet at Sept. 30, 2011, showed $222.79 million in total assets, $214.66 million in total liabilities, all current, and $8.13 million in total net assets. * * * As reported by the TCR on Nov. 8, 2011, Moody's Investors Service lowered River Rock Entertainment Authority's ("RREA" or "Authority") Probability of Default Rating ("PDR") to D from Caa2 and its Corporate Family Rating ("CFR") to Ca from Caa2. Moody's rating action was prompted by the Authority's inability to complete the proposed refinancing transaction on time, resulting in non-payment of the principal amount due on its existing debt of $200 million senior secured notes on their maturity date of November 1, 2011, which Moody's views as a default. The downgrade of the CFR to Ca reflects Moody's view that the current debt holders could incur a possible material impairment in the debt restructuring process. The company is in discussion with lenders and has entered into a forbearance and support agreement dated November 2, 2011 with approximately 60% of note holders that contemplates an exchange offer. In the Dec. 13, 2010 edition of the Troubled Company Reporter, Standard & Poor's Ratings Services lowered its ratings on Sonoma County, California-based River Rock Entertainment Authority; the issuer credit rating was lowered to 'B-' from 'B+'. At the same time, S&P placed the ratings on CreditWatch with negative implications. RREA was created to operate the River Rock casino for the Dry Creek Rancheria Band of Pomo Indians (the Tribe). "The rating downgrade and CreditWatch listing reflect River Rock's limited progress in addressing near-term refinancing needs associated with its $200 million senior notes due November 2011, as well as other debt held at the Tribe," said Standard & Poor's credit analyst Michael Halchak. "With less than 12 months to the maturity on the senior notes, S&P has become increasingly concerned around River Rock's ability to successfully address these refinancing needs. In addition, S&P believes River Rock faces additional liquidity needs related to the Tribe's memorandum of agreement with Sonoma County, associated with infrastructure spending needs in and around the casino." Bankruptcy Warning The Company has a significant amount of debt coming due in fiscal 2011 that it may not be able to repay. The Company's $200.0 million of Senior Notes mature in November 2011. The Company has been exploring its options to refinance its Senior Notes and expect to propose a refinancing transaction in the near future. While the Company expects to be able to refinance this debt, there can be no assurances that this in fact will occur. In such case, failure to refinance or extend the maturity date of this debt will give the holders of such debt certain rights under the Company's indenture which are limited by the terms of the Company's indenture, the Company's waiver of sovereign immunity and remedies available to creditors to Native American gaming operators under federal law and by the Company's Compact. In addition, it is uncertain whether the Company or the Dry Creek Rancheria Band of Pomo Indians may be a debtor in a case under the U.S. Bankruptcy Code. Without bankruptcy court protection, other creditors might receive preferential payments or otherwise obtain more than they would have under a bankruptcy court proceeding. If the Company commences a case under the U.S. Bankruptcy Code and the bankruptcy court does not dismiss the case, payments from the debtor would cease. It is uncertain how long payments under the Senior Notes could be delayed following commencement of a bankruptcy case. ROUND TABLE: Judge Tosses Bid to Derail Bankruptcy-Exit Plan ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that a bankruptcy judge threw out last-minute objections that Round Table Pizza Inc.'s unsecured creditors had raised over the Medieval-themed pizza chain's bankruptcy-exit plan, clearing the way for the restaurant chain's plan to head to court for what could be its final stamp of approval. About Round Table Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table is a major West Coast pizza chain. There are currently approximately 348 franchised stores, operated by approximately 150 franchisees. Prior to the petition date, Round Table operated 128 company-owned stores. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as an auditor and accountant. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. The official committee of unsecured creditors has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. First Bankers Trust Services, Inc., was appointed as institutional trustee of the Round Table Restated Employee Stock Ownership Plan and Trust (ESOP). Johanson Berenson LLP serves as an ESOP counsel. SAND SPRING: Files Schedules of Assets and Liabilities ------------------------------------------------------ Sand Spring Capital III, LLC, and certain of its affiliates have filed their respective schedules of assets and liabilities with the U.S. Bankruptcy Court for the District of Delaware. Sand Spring Capital III, LLC's schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $4,482,373 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $4,140 ---------- ----------- TOTAL $4,882,373 $4,140 A copy of Sand Spring Capital III, LLC's schedules is available for free at http://bankrupt.com/misc/sandspring.dkt55.pdf CA Core Fixed Income Fund, LLC's schedules disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $36,176,682 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $48,244 ----------- ----------- TOTAL $36,176,682 $48,244 A copy of CA Core Fixed Income Fund's schedules is available for free at http://bankrupt.com/misc/sandspring.dkt57.pdf CA Core Fixed Income Offshore Fund, Ltd.'s schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $6,900,726 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $10,393 ---------- ----------- TOTAL $6,900,726 $10,393 A copy of CA Core Fixed Income Offshore Fund's schedules is available for free at: http://bankrupt.com/misc/sandspring.dkt59.pdf CA High Yield Fund, LLC's schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $5,626,644 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $11,568 ---------- ----------- TOTAL $5,626,644 $11,568 A copy of CA High Yield Fund's schedules is available for free at: http://bankrupt.com/misc/sandspring.dkt61.pdf CA High Yield Offshore Fund, Ltd.'s schedules disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $10,840,032 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $22,785 ----------- ----------- TOTAL $10,840,032 $22,785 A copy of CA High Yield Offshore Fund's schedules is available for free at http://bankrupt.com/misc/sandspring.dkt63.pdf CA Strategic Equity Fund, LLC's schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $2,013,461 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ---------- ----------- TOTAL $2,013,461 $0 A copy of CA Strategic Equity Fund's schedules is available for free at http://bankrupt.com/misc/sandspring.dkt65.pdf CA Strategic Equity Offshore Fund, Ltd.'s schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $2,285,492 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ---------- ----------- TOTAL $2,285,492 $0 A copy of CA Strategic Equity Offshore Fund's schedules is available for free at: http://bankrupt.com/misc/sandspring.dkt67.pdf Sand Spring Capital III, Ltd.'s schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $2,214,099 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,820 ---------- ----------- TOTAL $2,214,099 $1,820 A copy of Sand Spring Capital III, Ltd.'s schedules is available for free at http://bankrupt.com/misc/sandspring.dkt69.pdf Sand Spring Capital III Master Fund, LLC's schedules disclosed: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $7,096,473 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ---------- ----------- TOTAL $7,096,473 $0 A copy of Sand Spring Capital III Master Fund's schedules is available for free at: http://bankrupt.com/misc/sandspring.dkt71.pdf About Sand Spring Capital III, LLC Sand Spring Capital III, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware, Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, Wilmington, Delaware serves as counsel to the Debtor. Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring Capital III, Ltd., Sand Spring Capital III Master Fund, LLC, sought Chapter 11 protection on the same day. SEDONA DEVELOPMENT: Competing Disclosure Statements Rejected ------------------------------------------------------------ Judge Redfield Baum has ordered that the approval of Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC's disclosure statements is vacated. Judge orders that both the Debtors and Specialty Financial, Inc., are required to provide significantly more specific information to get approval of any disclosure statement. Specialty's amended disclosure statement is also not approved. The Debtors had earlier objected to Specialty Finance's disclosure statement as lacking adequate information. At the hearing, the court inquired if the Disclosure Statement contained the equivalent information demanded of Specialty by the Debtors and the court was assured that it did have all that information. The court directed that if the demands of the debtors were valid its Disclosure Statement must meet the same standards. Judge Baum has carefully reviewed the Debtors' objection and its Disclosure Statement and finds that much of the "requirements" set forth by the Debtors in its objection to Specialty Finance's Disclosure Statement are materially lacking in its own Disclosure Statement. Specifically, in reviewing the Debtors' Disclosure Statement, it appears to the court that the Disclosure Statement does not even disclose who specifically are the "interest holders" who are going to fund and operate the proposed reorganized debtor. Developer Finance Corporation had also filed an objection to the First Amended Disclosure Statement filed by the Debtor until the Disclosure Statement is amended to include all of the information required for Developer Finance Corporation, other creditors and interested parties to make a determination about the plan and its feasibility. Specialty Trust Plan As reported in the Troubled Company Reporter on Oct. 31, 2011, Specialty Trust, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Arizona on Oct. 20, 2011, a first Amended Disclosure Statement in support of its Creditor Plan for Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC. A copy of the First Amended Disclosure Statement is available for free at http://bankrupt.com/misc/sedona.dkt674.pdf As reported in the TCR on Sept. 28, 2011, the Debtors asked the Bankruptcy Court to deny approval of the Disclosure Statement explaining the Plan of Reorganization proposed by Specialty unless and until Specialty provides the requisite adequate information regarding the Creditor Plan. According to the Debtor, Specialty attempts to tout its proposed Creditor Plan as a superior alternative to the Debtors' proposed Second Amended Joint Plan of Reorganization. However, Specialty's proposed Creditor Plan is nothing more than a series of vague and misleading promises with no real proposal for implementation. The Creditor Disclosure Statement is devoid of significant material disclosures that are absolutely necessary to any determination whether to vote for or against the Creditor Plan. The Creditor Disclosure Statement, the Debtor adds, is also misleading in several material respects. The Creditor Plan will initially be funded by a loan from an entity created specifically to lend up to $14,500,000 to the Reorganized Debtor for purposes of funding the Creditor Plan and operating Seven Canyons. The members of SPE Lender will be Specialty and Northlight Financial LLC and other investors or funding sources. About Sedona Development Partners Sedona Development Partners owns an 18-hole golf course and related properties, including luxury villas, a practice park, range house, tennis courts and related facilities in Sedona, Arizona, known generally as Seven Canyons. The Club at Seven Canyons, LLC, operates the golf course and related facilities for SDP. SDP is the manager and sole member of the Club. Sedona Development Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010. The Club At Seven Canyons filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 10-16714). John J. Hebert, Esq., Philip R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC, in Phoenix, Ariz., assist the Debtors in their restructuring efforts. Lender Specialty Trust is represented by Joseph E. Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A. Sedona disclosed $29,171,168 in assets and $121,679,994 in liabilities. Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona on June 17, 2011, a second amended joint disclosure statement in support of their second amended joint pan of reorganization. The Debtors' disclosure statement was approved on June 28, 2011. SKINNY NUTRITIONAL: Issues $50,000 Convertible Note --------------------------------------------------- In November 2011, Skinny Nutritional Corp. commenced a private offering pursuant to which it is offering an aggregate amount of $2,500,000 of units of the Company's securities on a "best efforts" basis. Each Unit consists of one (1) Convertible Senior Subordinated Secured Note in the principal amount of $25,000 and one (1) Series A Common Stock Purchase Warrant. As of Nov. 30, 2011, the Company entered into a Subscription Agreement with an accredited investor, pursuant to which the Company sold and issued to the investor a Convertible Note in the aggregate principal amount of $50,000 and a Series A Warrant to purchase 1,666,667 shares of Common Stock in the second closing of the Unit Offering. The aggregate principal amount of the Convertible Note issued in the second closing is initially convertible into 1,666,667 shares of common stock. The purchase price for the securities sold at the second closing was paid in cash to the Company at the second closing. In consideration for services rendered as the placement agent in the Unit Offering, the Company agreed to pay to the placement agent cash commissions equal to $4,000, or 8.0% of the gross proceeds received in the initial closing of the Unit Offering, and agreed to issue to the placement agent a five-year warrant to purchase an aggregate of 166,667 shares of the Company's common stock at an exercise price of $0.05 per share. In addition, in the first closing of the Unit Offering, the Company agreed to pay the placement agent cash commissions of $20,000 and to issue it an Agent Warrant to purchase 833,333 shares of common stock. Net proceeds from the sale of the securities in the second closing, after payment of offering expenses and commissions, are $46,000. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The securities being offered have not been registered under the Securities Act or any state securities laws and will be offered in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act or any state Regulation D, promulgated thereunder. Those shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A full-text copy of the Form 8-K is available for free at: http://is.gd/tqVDEk About Skinny Nutritional Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB) -- http://www.SkinnyWater.com/-- has developed and is marketing a line of enhanced waters, all branded with the name "Skinny Water" that are marketed and distributed primarily to calorie and weight conscious consumers. The Company reported a net loss of $6.91 million on $6.92 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $7.30 million on $4.14 million of net revenue during the prior year. The Company also reported a net loss of $5.86 million on $5.18 million of net revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $5.39 million on $5.91 million of net revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.22 million in total assets, $3.58 million in total liabilities, all current, and a $366,271 stockholders' deficit. As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala Cynwyd, Pennsylvania, 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 had a working capital deficiency of $3,517,280, an accumulated deficit of $37,827,090, stockholders' deficit of $2,658,043 and no cash on hand. The Company had net losses of $6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and 2009, respectively. Additionally, the Company is currently in arrears under its obligation for the purchase of trademarks. Under the agreement, the seller of the trademarks may choose to exercise their legal rights against the Company's assets, which includes the trademarks. SUN PRODUCTS: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Wilton, Conn.-based Sun Products Corp. to 'B-' from 'B'. "We also lowered the rating on the company's first-lien senior secured credit facilities to 'B+' from 'BB-', and the rating on its second-lien senior secured term loan facility to 'CCC' from 'B'. The recovery ratings on the first-lien facilities remain '1', which continues to indicate our expectation for very high recovery (90% to 100%) of principal in the event of a payment default. However, we revised the recovery rating on the second-lien facility to '6' from '4', indicating our expectation for less- favorable recovery prospects for second-lien lenders than previously expected, based on lower EBITDA generation, which resulted in a lower enterprise value under our simulated default scenario. We now expect second-lien lenders to obtain negligible recovery (0% to 10%) of principal in the event of a payment default," S&P said. "The downgrade reflects weaker-than-expected operating performance and cash flow generation, which has led to a deterioration credit protection measures," said Standard & Poor's credit analyst Mark Salierno. Standard & Poor's estimates adjusted cash flow metrics are currently thin, with EBITDA coverage of interest of about 1.2x and a ratio of funds from operations to total debt just below 5% for the trailing 12 months ended Sept. 30, 2011. This compares with prior-year levels of interest coverage of about 2.2x and funds flow coverage of nearly 9%. "We also base our assessment of the company on what we see as its narrow business and geographic focus, some customer concentration risk, and its participation in the mature and highly competitive North American detergent category of the consumer products sector. This category is intensely competitive, which has hurt the company's profitability over the past two years," S&P said. "The outlook is negative, reflecting our view that operating performance will remain under pressure heading into 2012 owing to a continuation of intense price competition, its need to reduce inventories, and the potential for further increases in already high raw material costs," S&P said. SUPERMEDIA INC: Repurchase Offer to Expire by Dec. 13 ----------------------------------------------------- On Nov. 8, 2011, SuperMedia Inc., entered into the Second Amendment to the Loan Agreement, dated as of Dec. 31, 2009, by and among the Company, lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent for the lenders. The Amendment, among other things, allows the Company to repurchase and retire debt below par, subject to the procedures and conditions set forth in the Loan Agreement. Under the terms and conditions of the Loan Agreement, the Company has commenced an offer to utilize up to approximately $117,000,000 to repurchase debt at a price of 43% to 50% of par. The offer will expire at 3:00 p.m., New York City time, on Tuesday, Dec. 13, 2011, unless extended by the Company. About Idearc Inc. Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as SuperMedia Inc., is the second largest U.S. yellow pages publisher. Idearc was spun off from Verizon Communications, Inc. Idearc and its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 09-31828) on March 31, 2009. The Debtors' financial condition as of Dec. 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented the Debtors in their restructuring efforts. The Debtors tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on the official committee of unsecured creditors. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co- counsel. Idearc completed its debt restructuring and its plan of reorganization became effective as of Dec. 31, 2009. In connection with its emergence from bankruptcy, Idearc changed its name to SuperMedia Inc. Under its reorganization, Idearc reduced its total debt from more than $9 billion to $2.75 billion of secured bank debt. Less than two years since leaving bankruptcy protection, SuperMedia remains in quandary. Early in October 2011, Moody's Investors Service slashed its corporate family rating for SuperMedia to Caa1 from B3 prior. The downgrade reflects Moody's belief that revenues will continue to decline at a double digit rate for the foreseeable future, leading to a steady decline in free cash flow. SuperMedia's sales were down 17% for the second quarter of 2011 in a generally improving advertising sector. Moody's ratings outlook for SuperMedia remains negative. While SuperMedia is attempting to transition the business away from its reliance on print advertising through development of online and mobile directory service applications, Moody's is increasingly concerned that the company will not be able to make this change quickly enough to stabilize the revenue base over the intermediate term. Further, the high fixed cost nature of SuperMedia's business could lead to steep margin compression, notwithstanding continued aggressive cost management. T3 MOTION: Five Directors Elected at Annual Meeting --------------------------------------------------- T3 Motion, Inc., held its annual stockholders meeting on Friday, Dec. 2, 2011. At the Annual Meeting, stockholders elected five directors, namely: (1) Ki Nam, (2) Steven Healy, (3) Mary Schott, (4) David Snowden and (5) Robert Thomson. Stockholders approved an increase in the number of shares underlying the Company's 2010 Stock Incentive Plan from 650,000 to 3,150,000. Stockholders ratified the appointment of KMJ Corbin & Company LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2011. The proposal to conduct an advisory vote to approve the compensation paid to the Company's named executive officers was approved. At the Annual Meeting, stockholders approved yearly advisory vote on the compensation of the Company's named executive officers. About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. The Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since its inception. The Company has an accumulated deficit of $50.7 million as of June 30, 2011, and has a net loss of $1.3 million and used cash in operations of $3.9 million for the six months ended June 30, 2011. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $8.32 million on $4.68 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $6.70 million on $4.64 million of net revenues during the prior year. The Company also reported a net loss of $2.51 million on $4.21 million of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $4.39 million on $3.62 million of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.10 million in total assets, $3.08 million in total liabilities and $5.01 million in total stockholders' equity. TARGUS INFORMATION: S&P Withdraws 'B+' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Vienna, Va.-based TARGUS Information Corp. This includes the 'B+' corporate credit rating and the 'BB-' issue-level rating and '2' recovery rating on the company's secured credit facilities. The withdrawal follows the completion of Neustar Inc.'s (BB/Stable/--) acquisition of TARGUS last month and the redemption of TARGUS' outstanding debt. TELETOUCH COMMUNICATIONS: Arbitrator Dismisses Claims vs. AT&T -------------------------------------------------------------- An Agreed Order of Dismissal was entered by the Honorable Karen Wilcutts, arbitrator in the matter between Claimant/Counter- Respondent, Progressive Concepts, Inc., and Respondents/Counter- Claimant, New Cingular Wirleless PCS, LLC d/b/a AT&T Mobility. The Parties have announced that all matters of controversy in the arbitration matter have been fully settled and compromised and have agreed that any and all claims asserted in this matters by any Party should be dismissed with prejudice. The arbitration matter had been pending since the initial claim was filed by PCI in October 2009. 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 arbitration. PCI is Teletouch Communications, Inc.'s wholly-owned subsidiary. 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. TIFFEN MANUFACTURING: Tax Dividends to Insiders Are Fraudulent -------------------------------------------------------------- Bankruptcy Judge Dorothy Eisenberg ruled on the adversary proceedings commenced by Robert L. Pryor, Chapter 7 Trustee of the bankruptcy estate of TC Liquidations, LLC, et al., against four insiders of the Debtors to recover certain transfers that the Debtors made to the Defendants between January 2001 and February 2003. The transfers included (a) two different sets of dividends that the Debtors issued to the Defendants, and (b) increases in certain of the Defendants' salaries while they were employed by the Debtors. In a Dec. 6, 2011 Memorandum Decision available at http://is.gd/CUjTkGfrom Leagle.com, Judge Eisenberg denied the Trustee's Causes of Action with respect to the Salary Increases and a Saunders Loan Dividends, but held that the Tax Dividends during that period were fraudulent conveyances that should be avoided. Judge Eisenberg said the Debtors were insolvent from the end of February 2002/beginning March 2002 through February 2003. The Court awarded the Debtors' estate damages relating to the Tax Dividends. The Trustee can recover for the Tax Dividends that the Defendants received from Debtors from January 2001 through February 2003: (a) Steven Tiffen: $205,000; (b) Ira Tiffen: $169,760; (c) Sandra Cohen: $313,244; and (d) Barbara Mendelson: $31,100. The adversary cases are: ROBERT L. PRYOR, Chapter 7 Trustee of the bankruptcy estate of TC Liquidations, LLC, et al., v. STEVE TIFFEN; ROBERT L. PRYOR, Chapter 7 Trustee of the bankruptcy estate of TC Liquidations, LLC, et al., v. IRA TIFFEN; ROBERT L. PRYOR, Chapter 7 Trustee of the bankruptcy estate of TC Liquidations, LLC, et al., v. BARBARA MENDELSON; and ROBERT L. PRYOR, Chapter 7 Trustee of the bankruptcy estate of TC Liquidations, LLC, et al., v. JEFFREY COHEN AND SANDRA COHEN, Adv. Proc. No. 05-8682-dte., 05-8683-dte, 05-8684-dte, 05-8685-dte (E.D.N.Y.). About Tiffen Tiffen Manufacturing Corp. manufactured, distributed and sold photographic supplies and equipment. In 1999 TMC entered into a Contribution Agreement with Eastman Kodak Company. Kodak licensed its brand to TMC and the companies formed a new limited liability company called The Tiffen Company LLC. In December 1999 the newly formed Tiffen LLC purchased Kalimar Inc., which manufactured and distributed cameras and accessories, had a large client base that included Walmart, Best Buy and Target, and held a license with the Barbie line of dolls. That same month TMC combined all of its remaining assets with Tiffen LLC and it became Tiffen LLC's managing entity. Tiffen LLC also entered into various licensing and supply agreements with Kodak. Tiffen Company LLC filed its Chapter 11 bankruptcy petition on Feb. 28, 2003. Tiffen Manufacturing Corp. filed its chapter 11 petition on April 23, 2003 (Bankr. E.D.N.Y. Case No. 03-82765). Saunders Photo-Graphic, Inc. ((Bankr. E.D.N.Y. Case No. 03-84721- dte), HTN Photo, Inc. (Bankr. E.D.N.Y. Case No. 03-84722), and S.P. Acquisitions Corp. (Bankr. E.D.N.Y. Case No. 803-84723-dte) filed their chapter 11 petitions on July 15, 2003. On August 5, 2003 the Court approved the sale of substantially all of the Debtors' assets to an entity named Tiffen Acquisition, LLC for $5.25 million, with an additional $3 million note tied to the collection of the Debtors' ineligible receivables and inventory. The Court also approved the substantive consolidation of the Debtors' five related cases. The Debtors remained in chapter 11 for approximately one year, but they were financially unable to formulate a plan of reorganization. On June 8, 2004, the Court converted the Debtors' cases from chapter 11 to chapter 7, and Robert L. Pryor was named Chapter 7 Trustee. The Trustee is represented by: A. Scott Mandelup, Esq. PRYOR & MANDELUP, L.L.P. 675 Old Country Road Westbury, New York 11590 Tel: (516) 997-0999 - and - David A. Blansky, Esq. LAMONICA HERBST & MANISCALCO LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: 516-826-6500 E-mail: dab@lhmlawfirm.com The insider-defendants are represented by: Scott S. Balber, Esq. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 408-5466 E-mail: sbalber@chadbourne.com - and - Michael Amato, Esq. RUSKIN MOSCOU FALTISCHEK, P.C. East Tower, 15th Floor Uniondale, NY 11556-1425 Tel: (516) 663-6517 Fax: (516) 663-6717 E-mail: mamato@rmfpc.com TOP OF THE KRESS: Judge Marlar Dismisses Chapter 11 Case -------------------------------------------------------- Stephanie Sanchez at KSWT News reports that Judge James M. Marlar of the United States Bankruptcy Court for the District of Arizona has dismissed the Chapter 11 case of Top of the Kress. "At the very least, any creditor with a plausible plan for turning this case into a silk purse would have suggested something by now, rather than just allowing the debtor to continue its current death rattle. Nothing is coming out of this case but more pain. It is now time to mercifully end it," the report quotes Judge Marlar as stating. Top of the Kress operates a bar on Main Street in downtown Yuma, Arizona. The Company filed for Chapter 11 bankruptcy to reorganize its finances in 2010. TRAVELPORT HOLDINGS: Unit Completes Offering of $346MM Notes ------------------------------------------------------------ Travelport Limited's wholly-owned subsidiary, Travelport LLC, completed a private offering of approximately $346 million in aggregate principal amount of the Company's Second Priority Senior Secured Notes due 2016. The Notes will mature on Dec. 1, 2016. In connection with the previously announced successful completion of the restructuring of the senior unsecured payment-in-kind term loans of our direct parent holding company, Travelport Holdings Limited, the Notes were issued to the lenders party to the previously disclosed Second Lien Credit Agreement, which required the Company, under certain conditions, to convert the terms loans under the Second Lien Credit Agreement into newly issued private- for-life bonds governed by an indenture containing substantially the same covenants, events of default and remedies as the Second Lien Credit Agreement. In connection with the consummation of such Bond Conversion, on Nov. 30, 2011, the Company and certain of the Company's wholly- owned subsidiaries guaranteeing the Notes, and Wells Fargo Bank, National Association, as trustee and collateral agent, entered into an indenture which governs the terms of the Notes. The Indenture, among other things, (i) provides for an interest rate for the Notes equal to LIBOR plus 6%, payable in cash only when permitted by the terms of the Company's Fourth Amended and Restated Credit Agreement or payment-in-kind interest on a cumulative quarterly basis; (ii) provides for guarantees, on a second priority secured basis, by the same entities that guarantee the obligations under the Fourth Amended and Restated Credit Agreement; and (iii) has substantially the same covenants and events of default as under the Fourth Amended and Restated Credit Agreement. As a result of the consummation of the Bond Conversion and the entry into the Indenture governing the terms of the Notes, the Second Lien Credit Agreement was terminated effective Nov. 30, 2011. The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities. About Travelport Holdings Travelport Holdings is the direct parent of Travelport Limited, is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry. With a presence in 160 countries and approximately 3,500 employees, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands and its Airline IT Solutions business, which hosts mission critical applications and provides business and data analysis solutions for major airlines. Travelport also owns approximately 48% of Orbitz Worldwide (NYSE: OWW), a leading global online travel company. Travelport is a private company owned by The Blackstone Group, One Equity Partners, Technology Crossover Ventures, and Travelport management. Travelport Holdings Limited is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited. Travelport Limited, a direct subsidiary of Travelport Holdings Limited, reported net income of $283 million on $1.061 billion of of net revenue for the six months ended June 30, 2011, compared with net income of $1 million on $1.056 billion of net revenue for the same period of 2010. Results for the six months ended June 30, 2011, includes gain of $312 million, net of tax, from the sale of sale of the Gullivers Travel Associates ("GTA") business to Kuoni Travel Holdings Limited ("Kuoni"). The sale was completed on May 5, 2011. Loss from continuing operations was $4 million during the six months ended June 30, 2011, compared with a loss of $2 million for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $3.43 billion in total assets, $4.21 billion in total liabilities and a $780 million total deficit. * * * As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on travel services provider Travelport Holdings Limited (Travelport Holdings) and indirect subsidiary Travelport LLC (Travelport) to 'SD' (selective default) from 'CC'. The downgrades follow the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million (as of end-June 2011) PIK loan in March 2012. "According to our criteria, we view this restructuring as a distressed exchange and tantamount to a default (see 'Rating Implications Of Exchange Offers And Similar Restructurings, Update,' published May 12, 2009, on RatingsDirect on the Global Credit Portal)," S&P related. U.S. EAGLE: Committee Taps Eisneramper as Accountant & Advisor -------------------------------------------------------------- The Official Committee of Unsecured Creditors of the Chapter 11 cases of U.S. Eagle Corporation asks the U.S. Bankruptcy Court for the District Court of New Jersey for permission to retain Eisneramper LLP as accountant and financial advisor. The Committee needs Eisneramper to perform these professional services: a) gain an understanding of the Debtors' business, books and records and reporting systems; b) review key pleadings and filings in connection with the bankruptcy case, including the Debtors' statement of financial affairs, Chapter 11 schedules, and financial budgets; c) consult with the Committee, the Committee's counsel and the Debtors' representatives regarding the Debtors' financial performance; d) assist the Committee in analyzing budget vs. actual results; e) consult with the Committee, in preparing and reviewing financial information required in a Plan of Reorganization, including disclosures; f) consult with the Committee, and where necessary, assist in the preparation of business plans, including long-term projections and liquidation analyses; g) analyze, formulate and advise in connection with potential income tax ramifications of this Chapter 11 filing or proposed Plan of Reorganization; h) provide expert witness testimony, as required, in connection with financial issues relating to this Chapter 11 matter; i) attend meetings and telephone calls with management, counsel and other parties, as necessary; and j) provide other services as directed by the Committee and/or its counsel. EisnerAmper will be paid based on the usual and customary billing rates of its professionals: Designations Hourly Rates ------------ ------------ Partners/Directors $400 - $560 Managers/Senior Managers $275 - $400 Paraprofessionals/Staff $115 - $275 The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. No trustee or examiner has been requested or appointed in the Chapter 11 cases. USA SPRINGS: Initial Funding From Swiss Underwriter Hasn't Arrived ------------------------------------------------------------------ Bob Sanders at New Hampshire Business Review reports that USA Springs has been unable to close on a $60 million loan because initial funding from its Swiss underwriter, Malom Group AG, still has not arrived. According to the report, the deal, which would enable the company to resume construction on its controversial partially completed bottling plant on the border of Nottingham and Barrington, was originally supposed to close on Oct. 3, 2011, with the arrival of $19.3 million bridge loan in the bank account controlled by USA Springs' attorney. But that deadline was extended twice until Dec. 2, 2011, because of financial turmoil in Europe. In November, Malom said it would rely on the sale of Brazilian securities to raise that initial bridge loan. At a Dec. 5 bankruptcy court hearing, attorneys for USA Springs said Malom missed that deadline as well because it found "a better offer" elsewhere, and instead $7 million would arrive at the close of business on Dec. 9, 2011. The report relates that the Company said the rest of the bridge loan would arrive by the end of the year. The report says Malom received a $1.2 million loan fee in advance from an unnamed USA insider. That fee would be paid back at closing along with a potential $600,000 success fee. The company's attorney, Alan L. Braunstein, Esq., said that Malom would pay extra interest and attorney's fees for the delay, but the main creditor, Roswell Commercial Mortgage LLC, wanted to see any changes in writing and subpoenaed a Malom executive for a deposition, note the report. A hearing has been tentatively scheduled for Dec. 15, 2011. About USA Springs Based in Nottingham, New Hampshire, USA Springs Inc. filed for Chapter 11 bankruptcy protection (D. N.H. Case No. 08-11816) on June 27, 2008. Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its restructuring efforts. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee's counsel is Terrie Harman, Esq., at Harman Law Offices. In its schedules, the Debtor disclosed $127,000,335 in assets and $13,913,901 in liabilities. VISUALANT INC: Amends 15.3 Million Common Shares Offering --------------------------------------------------------- Visualant, Incorporated, filed with the U.S. Securities and Exchange Commission amendment no.4 to Form S-1 registration statement covering the resale by the selling security holders of up to 15,340,361 shares of the Company's common stock, $.001 par value per share, including: (i) 833,333 shares of common stock issued upon the exercise of a warrant granted to Coach Capital LLC on Dec. 4, 2009; (ii) 300,000 shares of common stock issuable upon exercise of warrants granted to the Sterling Group on June 11, 2010, in connection with the sale of the Company's common stock; (iii) 2,529,314 shares of common stock sold to Seaside 88 Advisors, LLC, under a Securities Purchase Agreement dated Dec. 23, 2010; (iv) up to 3,600,000 shares of common stock that may be issued to Gemini Master Fund Limited upon conversion of its debenture under a Securities Purchase Agreement and Convertible Debenture dated May 19, 2011, and 1,800,000 shares of common stock issuable upon exercise of warrants granted to Gemini Master Fund Limited on May 19, 2011, although the number of shares covered under this prospectus with respect to shares underlying the warrants may be used in connection with the resale of shares underlying the debentures, and vice versa; (v) up to 1,200,000 shares of common stock that may be issued to Ascendiant Capital Partners LLC upon conversion of its debenture under a Securities Purchase Agreement and Convertible Debenture dated May 19, 2011, and 792,000 shares of common stock issuable upon exercise of warrants granted to Ascendiant Capital Partners LLC on May 19, 2011, although the number of shares covered under this prospectus with respect to shares underlying the warrants may be used in connection with the resale of shares underlying the debentures, and vice versa; and (vi) up to 4,285,714 shares of common stock to be sold to Ascendiant Capital Partners, LLC, under a Securities Purchase Agreement dated June 17, 2011. The Company will not receive any of the proceeds from the sale of the common stock by the selling security holders. The Company's common stock trades on the OTCBB under the symbol "VSUL". On Dec. 5 , 2011, the last reported sale price for the Company's common stock as reported on OTCBB was $ 0.09 per share. A full-text copy of the amended prospectus is available at: http://is.gd/tBtB54 About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on October 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.39 million on $9.13 million of revenue for the year ended Sept. 30, 2011, compared with a net loss of $1.14 million on $2.54 million of revenue during the previous year. The Company's balance sheet at Sept. 30, 2011, showed $4.31 million in total assets, $5.87 million in total liabilities, a $1.61 million total stockholders' deficit and $43,828 in noncontrolling interest. In its report Visualant's 2011 results, Madsen & Associates CPA's, Inc., in Salt Lake City Utah, noted that the Company will need additional working capital for its planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company had cash of $92,000, a net working capital deficit of approximately $3.2 million and total indebtedness of $2.6 million as of Sept. 30, 2011. The Company will need to obtain additional financing to implement the business plan, service its debt repayments and acquire new businesses. There can be no assurance that the Company will be able to secure funding, or that if such funding is available, the terms or conditions would be acceptable to the Company. If the Company is unable to obtain additional financing, it may need to restructure its operations, divest all or a portion of its business or file for bankruptcy. VITESSE SEMICONDUCTOR: Incurs $14.8-Mil. Net Loss in Fiscal 2011 ---------------------------------------------------------------- Vitesse Semiconductor Corporation filed with the U.S. Securities and Exchange Commission, its Annual Report on Form 10-K reporting a net loss of $14.81 million on $140.96 million of net revenues for the year ended Sept. 30, 2011, compared with a net loss of $20.05 million on $165.99 million of net revenues during the prior year. The Company reported a net loss of $4.58 million on $30.34 million of net revenues for the three months ended Sept. 30, 2011, compared with net income of $14.83 million on $42.89 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $60.99 million in total assets, $89.45 million in total liabilities and a $28.45 million total stockholders' deficit. "The industry wide slowdown and weak global demand, especially in the Asia Pacific region, impacted our business in the second half of the year. As a result, our fiscal year 2011 results were not as strong as we had anticipated," said Chris Gardner, CEO of Vitesse. "However, despite the lackluster demand environment, we made substantial progress in preparing for our new product cycle and positioning Vitesse for growth in 2012 and beyond." A full-text copy of the Form 10-K is available for free at: http://is.gd/KpnbYd About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. VITESSE SEMICONDUCTOR: Board Adopts 2012 Executive Bonus Plan ------------------------------------------------------------- Vitesse Semiconductor Corporation's Board of Directors adopted the Fiscal Year 2012 Executive Bonus Plan to provide members of the executive staff of the Corporation with the opportunity to earn incentive bonuses based on (1) the Company's attainment of specific financial performance objectives for the fiscal year and (2) the executive's achievement of designated personal goals. Effective Nov. 30, 2011, the Company entered into an amendment to the existing employment letter agreement with Dr. Martin Nuss, Vice President Technology and Strategy, an executive officer of the Company, designed to more closely align his severance pay with the severance pay of certain of our other named executive officers. Pursuant to his employment letter agreement, Dr. Nuss receives an annual base salary, which presently is $235,000, and is eligible to participate in the Company's cash incentive plan for senior executives which presently provides him with the opportunity to earn a target bonus of 30% of his base salary and a maximum bonus of 50% of his base salary, with the amount of his bonus determined at the discretion of the Compensation Committee. Pursuant to Dr. Nuss' employment letter agreement, as amended, if his employment is terminated by him for good reason or by the Company other than for cause, Dr. Nuss is entitled to a lump sum payment equal to 12 months of his then base salary, unless termination occurs within 12 months following a change in control. If such termination of employment occurs within the 12 months following a change in control, Dr. Nuss would be entitled to: (a) 9 months of his then base salary; (b) an additional payment equal to one week of base salary for every 12 months Dr. Nuss has been employed by the Company; (c) his earned bonus for the fiscal year in which the termination occurred pro-rated based on his termination date and subject to other terms and conditions of the bonus plan then in effect; (d) an additional payment equal to 50% of the amount of his maximum potential annual bonus for the fiscal year in which his termination occurred; (e) immediate vesting of his equity compensation awards with respect to the number of shares that would have vested if Dr. Nuss had completed an additional two years of continuous service and his stock options shall remain exercisable for an additional 90 days following the date of his termination of employment; and (f) payment of the cost of COBRA medical and dental benefits for a period of 12 months. The amendment was approved by the Compensation Committee of the Board of Directors. About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. Vitesse Semiconductor Corporation filed with the U.S. Securities and Exchange Commission, its Annual Report on Form 10-K reporting a net loss of $14.81 million on $140.96 million of net revenues for the year ended Sept. 30, 2011, compared with a net loss of $20.05 million on $165.99 million of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $60.99 million in total assets, $89.45 million in total liabilities and a $28.45 million total stockholders' deficit. VITESSE SEMICONDUCTOR: To Offer $75 Million of Securities --------------------------------------------------------- Vitesse Semiconductor Corporation filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to its offer of up to $75,000,000 of any combination of common stock and preferred stock, warrants exercisable for common stock or preferred stock, units of common stock, preferred stock or warrants, in combination, and various series of debt securities. The Company may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock or preferred stock upon the exercise of warrants. The Company will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. The Company may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The Company's common stock is traded on The Nasdaq Global Market under the symbol "VTSS." On Dec. 1, 2011, the last reported sale price of the Company's common stock on The Nasdaq Global Market was $2.23. On Dec. 1, 2011, the aggregate market value of the Company's outstanding common stock held by non-affiliates was $54,284,504. A full-text copy of the Form S-3 is available for free at: http://is.gd/AmkHl7 About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. Vitesse Semiconductor Corporation filed with the U.S. Securities and Exchange Commission, its Annual Report on Form 10-K reporting a net loss of $14.81 million on $140.96 million of net revenues for the year ended Sept. 30, 2011, compared with a net loss of $20.05 million on $165.99 million of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $60.99 million in total assets, $89.45 million in total liabilities and a $28.45 million total stockholders' deficit. VOICES OF FAITH: Sec. 341 Creditors' Meeting Set for Jan. 11 ------------------------------------------------------------ The United States Trustee in Atlanta, Georgia, will convene a Meeting of Creditors pursuant to Sec. 341 of the Bankruptcy Code in the Chapter 11 case of Voices of Faith Ministries, Inc., on Jan. 11, 2012 at 4:00 p.m. at Hearing Room 367, Atlanta. Voices of Faith Ministries, Inc., based in Stone Mountain, Georgia, filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 11-85028) on Dec. 5, 2011. John A. Moore, Esq. -- jmoore@moorelawllc.com -- at The Moore Law Group, LLC, 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 Gary Hawkins, Sr., CEO. WATERSCAPE RESORT: Wants to Use Secured Lender's Cash Collateral ---------------------------------------------------------------- Waterscape Resort LLC asks the U.S. Bankruptcy Court for the Southern District of New York for authorization to use the cash collateral of its secured lenders; and make debt reduction payment. As of the Petition Date, the Debtor is indebted to: 1. U.S. Bank National Association with respect to (i) a building mortgage loan having an outstanding principal balance of $94,871,542; and (ii) an acquisition mortgage loan having an outstanding principal balance of $31,321,306; and 2. USB Capital Resources, Inc. formerly known as USB Capital Funding Corp., with respect to a mezzanine mortgage loan having an outstanding principal balance of $8,045,557. The Debtor will use the cash collateral to address its working capital needs and fund its reorganization efforts and make certain adequate protection interest payments to the lenders. The Debtor states that the closing deadline under the Hotel Contract has been extended, the Effective Date of the Plan did not occur, as originally contemplated, by Oct. 24, 2011, and as a consequence, the Debtor will have need to use the lender's cash collateral to operate the Debtor's business beyond the period previously contemplated. The proposed final order would provide for the Debtor's use of cash collateral to Jan. 31, 2012, approximately two weeks after the new closing deadline (Jan. 16, 2012) under the Hotel Contract. On July 22, 2011, the Court entered an order confirming the Debtor's Second Amended Plan of Reorganization. The Plan will become effective upon the closing of the Debtor's pending contract to sell its hotel and restaurant space to 70 West 45th Street Holding LLC, which contract was approved pursuant to the Confirmation Order and provides the principal source of funding for the Plan. The lenders have consented to the Debtor's use of cash collateral. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the Lenders replacement liens covering the Debtor's Asset and all postpetition rents, issues, profits and proceeds to the extent provided in the lenders' pre- petition loan documents; (b) a superpriority administrative claim status; and (c) adequate protection payments to be made by the Debtor from its operating revenues, subject to certain carve outs fees. In addition to seeking authority to use cash collateral, the Debtor seeks the authority to pay the deposit to the lenders in reduction of the lenders' secured claims. The Debtor believes that the use of the deposit to reduce its bank debt is the highest and best use of those funds because the payment would in part reduce the principal balance of the lenders' claims, thereby reducing the Debtor's interest burden going forward. The Debtor continues that in the event that the Hotel Contract is closed, the Deposit would be credited to the amount to be paid to US Bank under the Plan. On the other hand, in the highly unlikely event that the Debtor is ever required to refund the Deposit to the Buyer, US Bank has agreed that it would restore the funds to the estate for that purpose. About Waterscape Resort Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a Delaware limited liability company formed on or about Jan. 24, 2005. The principal office of the Debtor is at 15 West 34th Street, New York, New York 10001. On July 19, 2005, Waterscape acquired the property, consisting of the three contiguous buildings at 66, 68 and 70 West 45th Street in Manhattan, for the sum of $20 million to develop the property into a 45-storey condominium project including a luxury hotel, a restaurant and luxury residential apartments. The purchase was financed with a $17 million acquisition loan and mortgage from U.S. Bank Association. Construction of the hotel and residential units, given the name Cassa NY Hotel and Residences, commenced in July 2007. By the end of September 2010, the hotel and residential units were completed. The Debtor generates its revenue from guests who stay at the hotel and in the Debtor's residential condominium units, and from sales of unsold residential condominium units. The Debtor's hotel and rental business has produced gross revenues of approximately $17 million to $18 million on an annual basis, and by the end of September 2010, the Debtor had sold five residential apartment units for a total of approximately $12,710,340. The Debtor's Cassa NY Hotel and Residences features 165 hotel rooms, and above the hotel units, 57 residences. The Debtor's restaurant will occupy the first level below ground, but will be visible from the ground floor hotel lobby. The Debtor's restaurant is not yet open for business. The Debtor has for several months been embroiled in litigation with numerous contractors and subcontractors who have asserted alleged mechanics lien claims against the Property totaling approximately $20 million. As of the Petition Date, the Debtor had outstanding approximately $134.4 million of secured loan principal obligations under credit facilities with US Bank and USB Capital Resources, Inc. The debt is secured by liens upon all of the assets of the Debtor, including mortgages on the Debtor's real property, together with liens on all rents, proceeds and cash of the Debtor, pledges of member interests in Waterscape, and guarantees by Waterscape members and other third-party grantors. The Debtor's secured debt was incurred under three separate agreements for: (i) an acquisition and project loan; (ii) a construction loan; and (iii) a mezzanine loan; each of which was made in connection with the acquisition or development of the Debtor's property. Over the last several months, the Debtor engaged in extensive negotiations with the Secured Lenders regarding the parameters of a comprehensive restructuring. The Debtor also engaged in extensive marketing efforts and negotiations to sell its hotel assets to a non-insider buyer. The restructuring discussions between the Debtor and the Secured Lenders reached an impasse, and on March 21, 2011, UBS, the junior of the two Secured Lenders, filed a foreclosure action against the Debtor in the Supreme Court of the State of New York, County of New York. The Debtor then filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11593) on April 5, 2011. Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP represent the Debtor as Bankruptcy Counsel. Holland & Knight LLP serves as its special litigation counsel. The Debtor disclosed $214,285,027 in assets and $158,756,481 in liabilities as of the Chapter 11 filing. A 3-member Official Committee of Unsecured Creditors has been appointed in the Debtor's Chapter 11 case. Schiff Hardin LLP, serves as the Committee's counsel. As reported in the TCR on July 25, 2011, U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape Resort LLC's reorganization plan on July 22, 2011, which calls for repaying much of the company's debt with proceeds from the $128 million sale of the hotel section of the development. The Plan was filed on May 6, 2011. WJO INC: Has Access to Tristate Capital Bank's Cash Until Dec. 31 ----------------------------------------------------------------- The Hon. Jean K. Fitzsimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania, approved the ninth stipulation authorizing WJO, Inc., to use the Tristate Capital Bank's cash collateral until Dec. 31, 2011. A further interim hearing on the Debtor's use of cash collateral will be held Dec. 21, 2011, at 9:30 a.m. The lender asserts that the Debtor's indebtedness consists: (i) under the revolving credit facility, of unpaid principal in the amount of $3.1 million; (ii) under the term loan, of unpaid principal in the amount of $820,000, together with any other obligations of the Debtor to the lender. The loans are secured by substantially all personal property of the Debtor. The Debtor would use the cash collateral to finance its business operations postpetition. The Debtor is also permitted to exceed expenses, on a monthly basis, in the budget by an amount not to exceed either (a) 5% of the total expenses, or (b 5% with respect to each individual line item in the budget. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant Tristate Capital replacement liens in all properties and assets of the Debtor, and a superpriority administrative expense claim status Tristate Capital Bank is represented by: Robert A. Rutt, Esq. 200 Public Square, Suite 3020 Cleveland, OH 44114 Tel: (216) 575-4009 Fax: (216) 575-7555 About WJO Inc. Bristol, Pennsylvania-based WJO, Inc., operates six family practices located in Newtown, Bristol, Bensalem, Bustleton, South Philadelphia, and Bethlehem, Pennsylvania and consists of Board Certified Osteopathic Physicians specializing in Family Medicine. Prior to the petition date, and to allow the Company to restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx III, LP, and East Coast TMR, Inc., were merged into WJO. WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 10-19894) on Nov. 15, 2010. The Debtor disclosed $19,923,802 in assets and $6,805,255 in liabilities as of the Chapter 11 filing. Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. Pond Lehocky Stern Giordano serves as the Debtor's special counsel to represent it in worker's compensation proceedings pertaining to the Therapeutic Magnetic Resonance treatments. Attorneys at Keifer & Tsarouhis LLP serve as counsel to the official committee of unsecured creditors. ParenteBeard LLC serves as the Committee's accountant and financial advisor. The United States Trustee has appointed David Knowlton as patient care ombudsman in the case. The Ombudsman is represented in the case by Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott, LLC, as counsel. Tristate Capital Bank, the cash collateral lender, is represented in the case by lawyers at Benesch Friedlander Coplan & Aronoff LLP. WJO Inc: Panel Wants $1.7MM Loan Reinstated to Sole Shareholder --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of WJO, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to reinstate a $1.7 million loan from the Debtor to the Debtor's sole shareholder, Dr. William J. O'Brien. The Committee learned that the Debtor forgave or purported to forgive the loan to Dr. O'Brien sometime in October 2011, thereby freeing Dr. O'Brien from his personal obligation to repay the Debtor. The Committee seeks to set aside and declare as void any and all actions taken in connection with the forgiveness of the loan because the actions were conducted without prior Court approval and deprived the Debtor's estate of valuable property for no consideration, and the Committee also seeks a declaration reinstating the loan to its original terms. The Committee explains that: 1. A Debtor's transactions with "insiders" is subject to heightened scrutiny, and the Debtor cannot justify that the loan forgiveness is inherently fair to the Debtor or the estate and its creditors. 2. Court approval of the loan forgiveness is required, and the Debtor did not receive prior Court approval. In any event, the Loan forgiveness fails the business judgment test under Section 363(b) as the transaction negatively impacts creditors and has no sound business justification. About WJO Inc. Bristol, Pennsylvania-based WJO, Inc., operates six family practices located in Newtown, Bristol, Bensalem, Bustleton, South Philadelphia, and Bethlehem, Pennsylvania and consists of Board Certified Osteopathic Physicians specializing in Family Medicine. Prior to the petition date, and to allow the Company to restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx III, LP, and East Coast TMR, Inc., were merged into WJO. WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 10-19894) on Nov. 15, 2010. The Debtor disclosed $19,923,802 in assets and $6,805,255 in liabilities as of the Chapter 11 filing. Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. Pond Lehocky Stern Giordano serves as the Debtor's special counsel to represent it in worker's compensation proceedings pertaining to the Therapeutic Magnetic Resonance treatments. Attorneys at Keifer & Tsarouhis LLP serve as counsel to the official committee of unsecured creditors. ParenteBeard LLC serves as the Committee's accountant and financial advisor. The United States Trustee has appointed David Knowlton as patient care ombudsman in the case. The Ombudsman is represented in the case by Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott, LLC, as counsel. Tristate Capital Bank, the cash collateral lender, is represented in the case by lawyers at Benesch Friedlander Coplan & Aronoff LLP. WWA GROUP: Posts EUR1.3 Million Net Loss in 2011 Third Quarter -------------------------------------------------------------- Private Media Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of EUR1.3 million on net sales of EUR4.8 million for the three months ended Sept. 30, 2011, compared with a net loss of $2.6 million on net sales of EUR5.9 million for the same period of 2010. The Company reported a net loss of EUR3.4 million on net sales of EUR14.8 million for the nine months ended Sept. 30, 2011, compared with a net loss of EUR3.7 million on net sales of EUR18.3 million for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed EUR34.0 million in total assets, EUR13.6 million in total liabilities, and stockholders' equity of EUR20.4 million. As reported in the TCR on June 8, 2011, BDO Auditores, S.L., in Barcelona, Spain, expressed substantial doubt about Private Media Group's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has not yet reestablished profitable operations, has suffered recurring losses from operations over the past years, and has a working capital deficit. A copy of the Form 10-Q is available for free at: http://is.gd/6xsaaY Based in Barcelona, Spain, Private Media Group, Inc. (NASDAQ: PRVT) -- http://www.prvt.com/-- was incorporated in the State of Nevada. The Company provides adult media content for a wide range of media platforms. * Utah Exempts Social Security From Chapter 13 Plans ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Utah now joins states where Social Security benefits aren't included in the calculation of how much bankrupts must pay creditors to confirm a Chapter 13 plans. The report relates that U.S. District Judge Ted Stewart reversed the bankruptcy court on Dec. 6 and ruled that Social Security benefits are prohibited by statute from being included in the calculation of disposable income. Judge Stewart said that his conclusion is in accord with the majority of circuit courts and district courts to address the question. He said courts ruling the other way tend to rely on decisions predating 2005 amendments to the U.S. Bankruptcy Code. The case is Cranmer v. Anderson, 11-230, U.S. District Court, District of Utah (Salt Lake City). * Cohen & Grigsby Promotes Two Associates to Director Positions --------------------------------------------------------------- Cohen & Grigsby promoted two of the firm's associates to the position of director: Jennifer Park is a member of the Litigation Group. In addition to general commercial litigation, Park's areas of concentration include commercial real estate disputes, eminent domain, employment discrimination defense, and public housing authority representation. Park has represented property owners, tenants, contractors, subcontractors, utilities and municipalities in various real property, lease and other disputes. In 2010 and 2011, Park was recognized as a Pennsylvania Super Lawyers Rising Star in Business Litigation. She received her J.D. from the Georgetown University Law Center. John Wingerter is a member of the Business Group and regularly assists clients with mergers, acquisitions and divestitures, private equity and mezzanine financing transactions, business formation and capitalization, as well as advising on and negotiating other business and commercial transactions. He has significant experience in leveraged buyout and strategic acquisitions and represents private equity investors and mezzanine lenders in all aspects of investments in sponsored and unsponsored acquisitions, divestitures, and recapitalization transactions. Wingerter earned his J.D. from the University of Notre Dame Law School. "John and Jennifer are bright, experienced attorneys and are deserving of their new leadership positions as directors at Cohen & Grigsby," said Jack Elliott, president and chief executive officer of Cohen & Grigsby. "I look forward to their continued contributions to the firm." About Cohen & Grigsby Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a business law firm with headquarters in Pittsburgh and an office in Bonita Springs, FL. Cohen & Grigsby attorneys cultivate a culture of performance by serving as business counselors as well as legal advisors to an extensive list of clients that includes private and publicly held businesses, nonprofits, multinational corporations, individuals and emerging companies. The firm has attorneys in practice groups that include Business & Tax, Labor & Employment, Immigration/International Business, Real Estate & Public Finance, Intellectual Property, Litigation, Bankruptcy & Creditors' Rights, and Estates & Trusts. * Sheppard Mullin Plans Seoul Office Opening -------------------------------------------- Sheppard, Mullin, Richter & Hampton LLP plans to open an office in Seoul, Korea in the first quarter of 2012. The announcement follows the recent ratification of the Korea-U.S. Free Trade Agreement by both countries and the resulting opening in 2012 of the Korea legal services market to U.S.-based law firms. Partner Seth (Byoung Soo) Kim, currently based in Sheppard Mullin's New York and Los Angeles offices and chair of the firm's Korea practice, will relocate back to Seoul to lead the office. Partners Gary Halling and Ken Carl will be integral members of the Korea team and will anchor the U.S.-side of the firm's practice from their offices in San Francisco and Los Angeles, respectively, as well as splitting time between their U.S. offices and Seoul. "Many of our clients have operations in Korea and it makes sense for us to establish a presence in Seoul to provide the support and guidance that our clients require," said Guy Halgren, chairman of Sheppard Mullin. "Opening an office in Korea marks a natural expansion of our greater Asia practice, which includes offices in Shanghai and Beijing." "I am very excited about returning to Korea and leading the Seoul office," Kim commented. "I look forward to growing the new office and working more closely with my Korean clients." Sheppard Mullin's Korea-based clients include Samsung, Hyundai Motor, Korea Development Bank, Kookmin Bank, Hana Bank, Woori Bank and Shinhan Bank. Kim is a member of Sheppard Mullin's Finance and Bankruptcy practice group. He specializes in entertainment law, commercial law, bankruptcy, bank regulatory matters, and bank acquisition transactions. Kim is a graduate of Seoul National University. Halling is Sheppard Mullin's Antitrust and Trade Regulation practice group leader. He specializes in international antitrust and unfair competition matters, and has extensive experience in civil and criminal antitrust proceedings involving both federal and state enforcement agencies. Halling is a former Trial Attorney at the Department of Justice, Antitrust Division in Washington, D.C. Carl is a member of the Finance and Bankruptcy practice group. He specializes in banking law and corporate finance, advising lenders and borrowers in financing transactions and bank clients in regulatory matters. Carl represents a number of major Korean and U.S. financial institutions and companies, including several S&P 500 members. About Sheppard, Mullin Sheppard, Mullin, Richter & Hampton LLP is a full service AmLaw 100 firm with more than 570 attorneys in 14 offices located in the United States, Europe and Asia. Since 1927, companies have turned to Sheppard Mullin to handle corporate and technology matters, high stakes litigation and complex financial transactions. In the U.S., the firm's clients include more than half of the Fortune 100. * BOOK REVIEW: Corporate Venturing -- Creating New Businesses ------------------------------------------------------------- Authors: Zenas Block and Ian C. MacMillan Publisher: Beard Books, Washington, D.C. 2003 (reprint of 1993 book published by the President and Fellows of Harvard College). List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0. Creating new businesses within a firm is a way for a company to try to tap into its potential while at the same time minimizing risks. A new business within a firm is like an entreprenuerial venture in that it would have greater flexibility to opportunistically pursue profits apart from the normal corporate structure and decision-making processes. Such a business is different from a true entrepreneurial venture however in that the business has corporate resources at its disposal. Such a company business venture has to answer to the company management too. Corporate venturing--to use the authors' term--offers innovative and stimulating business opportunities. Though venturing is in a somewhat symbiotic relationship with the parent firm, the venture would never threaten to ruin the parent firm as a entrepreneur might be financially devastated by failure. Block and MacMillan contrast an entreprenuerial enterprise with their subject of corporate venturing, "When a new entrepreneurial venture is created outside an existing organization, a wide variety of environmental factors determine the fledgling business's survival. Inside an organization . . . senior management is the most critical environmental factor." This circumstance is the basis for both the strengths and limitations of a corporate venture. In their book, the authors discuss how senior management working with the leadership of a corporate venture can work in consideration of these strengths and weaknesses to give the venture the best chances for success. If the venture succeeds beyond the prospects and goals going into its formation, it can always be integrated into the parent company as a new division or subsidiary modeled after the regular parts of a company with the open-ended commitment, regular hiring practices, and reporting and coordination, etc., going with this. As covered by the authors, done properly with the right commitment, sense of realism and practicality, and preliminary research and ongoing analysis, corporate venturing offers a firm new paths of growth and a way to reach out to new markets, engage in fruitful business research, and adapt to changing market and industry conditions. The principle of corporate venturing is the familiar adage, "nothing ventured, nothing gained." While it is improbable that a corporate venture can save a dying firm, a characteristic of every dying firm is a blindness about venturing. Just thinking about corporate ventures alone can bring to a firm a vibrancy and imagination needed for business longevity. Ideas, insights, and vision are the essence of corporate venturing. But these are not enough by themselves. Corporate venturing is based as much on the right personnel, especially the top leaders. The authors advise to select current employees of a firm to lead a corporate venture whenever feasible because they already have relationships with senior management who are the ultimate overseers of a venture and they understand the corporate culture. In one of their several references to the corporate consultant and motivational speaker Peter Drucker, the authors quote him as identifying only half jokingly the most promising employees to lead the corporate venture as "the troublemakers." These are the ones who will be given the "great freedom and a high level of empowerment" required to make the venture workable and who also are most suited to "adapt rapidly to new information." Such employees for top management of a venture are not entirely on their own. The other side of this, as Brock and MacMillan go into, is for such venture management to earn and hold the trust and confidence of the firm's top management and work within the framework and follow the guidelines set for the venture. Corporate venturing is an operation which is a hybrid of the standard corporate interests and operations and an independent business with entrepreneurial flexibility mainly from focus on one product or service or at most a few interrelated ones, simplified operations, and streamlined decision-making. From identifying opportunities and getting starting through the business plan and corporate politics, Brock and MacMillan guide the readers into all of the areas of corporate venturing. Zenas Block is a former adjunct professor with the Executive MBA Program at the NYU Stern School of Business. Ian C. MacMillan is associated with Wharton as a professor and a director of a center for entrepreneurial studies. ********* 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 ***